UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





Form 10-KSB/A

Amendment No. 2

(Mark One)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934
|- | --------------------------------------------------------------------------

For the fiscal year ended December 31, 2007



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934
|- | ------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 000-51702





SENDTEC, INC.

(Name of small business issuer in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 43-2053462                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|877 Executive Center Drive West St. Petersburg, Florida        |  | 33702                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Issuers telephone number: (727) 576-6630

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share





Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   ̈

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Check if there is no disclosure
of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB.   ̈

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

The issuers revenues during the fiscal year ended December 31, 2007, were $30,802,543.

The aggregate market value of the issuers common equity held by non-affiliates, as of March 26, 2008, was $2,975,190.

As of March 26, 2008, there were 63,137,856 shares of the issuers common equity outstanding.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (Check one):    Yes   ̈    No  x









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Explanatory Note

SendTec, Inc. (the Company) is filing this Amendment No. 2 on Form 10-KSB/A (Amendment) to its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, as originally filed
April 9, 2008 and amended on Form 10-KSB/A (Amendment No. 1) on June 20, 2008.

This Amendment No. 2 corrects the Certifications of the Principal Executive
Officer and the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, to include the correct introductory language in paragraph 4 and paragraph 4(b) referring to internal control over financial reporting as
required by Exchange Act Rule 13a-14(a), and have been re-executed and re-filed as of the date of this Amendment. The certifications of our Chief Executive Officer and Chief Financial Officer are attached to this Amendment as Exhibits 31.1 and 31.2,
respectively.

This Amendment contains no changes to the Consolidated Balance Sheets, Statements of Operations, Changes in Stockholders Equity or
Cash Flows as previously reported.

In addition, the certifications required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been
re-executed and re-filed as of the date of this Amendment. The certifications of our Chief Executive Officer and Chief Financial Officer are attached to this Amendment as Exhibits 32.1 and 32.2 respectively.

This Amendment does not update any other disclosures to reflect developments since the original date of filing. Unaffected items have not been repeated in this
Amendment, and no other changes have been made.



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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 20, 2008



SENDTEC, INC.By:

/s/ Paul SoltoffPaul SoltoffChief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report
has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.



|    |  |                                                        |  |  |  |                      
|--- |  | ------------------------------------------------------ |  |  |  | ---------------------
|    |  |                                                        | 
|By: |  | /s/ Donald Gould, Jr.                                  |  |  |  | Date: August 20, 2008
|    |  | Donald Gould, Jr.                                      |  |  |  |                      
|    |  | Chief Financial Officer (Principal Accounting Officer) |  |  |  |                      
|    |  |                                                        | 
|By: |  | /s/ Vincent Addonisio                                  |  |  |  | Date: August 20, 2008
|    |  | Vincent Addonisio                                      |  |  |  |                      
|    |  | Director                                               |  |  |  |                      
|    |  |                                                        | 
|By: |  | /s/ Anthony Abate                                      |  |  |  | Date: August 20, 2008
|    |  | Anthony Abate                                          |  |  |  |                      
|    |  | Director                                               |  |  |  |                      
|    |  |                                                        | 
|By: |  |                                                        |  |  |  | Date: August 20, 2008
|    |  | Stephen Marotta                                        |  |  |  |                      
|    |  | Director                                               |  |  |  |                      
|    |  |                                                        | 
|By: |  |                                                        |  |  |  | Date: August 20, 2008
|    |  | Paul S. Dzera                                          |  |  |  |                      
|    |  | Director                                               |  |  |  |                      



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