UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K/A

(Amendment No. 1)



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| |   |                                                                                      
| | þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934
| |   |                                                                                      
| |   | For the fiscal year ended December 31, 2010                                          



OR



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| |   |                                                                                         
| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| |   |                                                                                         
| |   | For the transition period from      to                                                  
| |   |                                                                                         
| |   | Commission file number 333-170912                                                       



SMTP, Inc.

(Exact name of Registrant as specified in its charter)



|                                             |  |                       
|-------------------------------------------- |  | ----------------------
|                                             |  |                       
|Delaware                                     |  | 05-0502529            
|(State or other jurisdiction of              |  | (I.R.S. employer      
|incorporation or organization)               |  | identification number)
|                                             |  |                       
|95 Fulkerson Street
Cambridge, Massachusetts |  | 02141                 
|(Address of principal executive offices)     |  | (Zip Code)            



617-500-8635

(Registrants telephone number)



Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, Par Value $0.001

(Title of class)



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes    o     No    þ



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes   o       No   þ



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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   o       No   þ



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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   þ       No   o



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment of this Form 10-K.    þ



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer   o       Accelerated filer   o       Non-accelerated filer   o        Smaller reporting company þ



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



The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $0 as of June 30, 2010.



As of March 31, 2011, there were 13,840,000 outstanding shares of the registrants common stock, $.001 par value.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of our definitive Proxy Statement for our 2011 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.







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Explanatory Note

This Annual Report on Form 10-K/A (the "Amendment") solely modifies Part II, Item 9A (Controls and Procedures) in our Form 10-K for the year ended December 31, 2010, originally filed with the U.S. Securities and Exchange Commission on March 31, 2011 (the "Original Form 10-K"), to include a statement regarding the evaluation of our disclosure controls and procedures that was not included in the Original Form 10-K. All other Items of the Original Form 10-K are unaffected by this Amendment and such Items have not been included in this Amendment. In connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, we are including with this Amendment certifications by our principal executive and principal financial officers. Certain of the certifications reflect the modification of Part II, Item 9A (Controls and Procedures) contained in this Amendment.



Except as described above, no other changes have been made to the Original Form 10-K. The Original Form 10-K continues to speak as of the date of the Original Form 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Form 10-K other than as expressly indicated in this Amendment.





ITEM 9A.  CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures.The Companys management, with the participation of the Companys Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)  as of December 31, 2010.  Based on this evaluation, the Companys Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2010 the Companys disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and is accumulated and communicated to the Companys management, including the Companys Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



This annual report does not include a report of managements assessment regarding internal control over financial reporting or an attestation report of our companys registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.





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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 23, 2011.



SMTP, INC.By:/s/  Semyon DukachSemyon DukachChief Executive Officer, Chief Financial Officer(Principal Executive Officer, Principal Financial Officer)




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:



|                                     |  |                                                            |  |             
|------------------------------------ |  | ---------------------------------------------------------- |  | ------------
|                                     |  |                                                            |  |             
|Signature                            |  | Capacity                                                   |  | Date        
|                                     |  |                                                            |  |             
|/s/  Semyon Dukach                   |  |                                                            |  |             
|Semyon Dukach


/s/ Richard Harrison |  | Chief Executive Officer, Chief Financial Officer, Director |  | May 23, 2011
|Richard Harrison                     |  | President and Chief Operating Officer                      |  | May 23, 2011
|                                     |  |                                                            |  |             
|/s/ Vadim Yasinovsky                 |  | Director                                                   |  | May 23, 2011
|Vadim Yasinovsky                     |  |                                                            |  |             
|                                     |  |                                                            |  |             
|/s/ Matt Mankins                     |  | Director                                                   |  | May 23, 2011
|Matt Mankins                         |  |                                                            |  |             
|                                     |  |                                                            |  |             
|/s/ Brad Harkavy                     |  | Director                                                   |  | May 23, 2011
|Brad Harkavy                         |  |                                                            |  |             
|                                     |  |                                                            |  |             
|/s/ Rens Troost                      |  | Director                                                   |  | May 23, 2011
|Rens Troost                          |  |                                                            |  |             





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|INDEX TO EXHIBITS   
|                     |                                                                                                                                                       |               
|SEC Reference
Number | Title of Document                                                                                                                                     | Location      
|                     |                                                                                                                                                       |               
|31.1                 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                | Filed herewith
|31.2                 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                | Filed herewith
|32.1                 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | *             
|32.2                 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | *             



*Incorporated by reference to the Original Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 31, 2011.



All other Exhibits called for by Rule 601 of Regulation S-K are not applicable to this filing. Information pertaining to our common stock is contained in our Certificate of Incorporation and By-Laws.