UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K
/A


Amendment
No. 1





(Mark
One)





x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2009





OR





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: 0-23532





SANSWIRE
CORP.


(Exact
name of Registrant as specified in its charter)





Delaware
            
            88-0292161(State
      or other jurisdiction of incorporation)
            
            (I.R.S.
      Employer Identification No.)





17501 Biscayne Blvd, Suite
430, Aventura, Florida 33160


(Address
of Principal Executive Offices) (Zip Code)





Issuer’s
telephone number: (786) 288-0717





Securities
registered under Section 12 (b) of the Exchange Act:





Title
      of each class
            Name
      of exchange on which registered





Securities
registered pursuant to Section 12 (g) of the Exchange Act: Common Stock Par
Value $.00001 per share





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





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  x     No  ̈





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 x No  ̈





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 to this
Form 10-K .    ̈





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





Large
      accelerated filer  ̈
              Accelerated
      filer  ̈
              Non-accelerated
      filer  ̈
              Smaller
      Reporting Company x





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





State
issuer’s revenues for its most recent fiscal year ended December 31, 2009:
$0.





As of
June 4, 2010, there were 283,874,889 shares of the issuer's common stock issued
and outstanding. Affiliates of the issuer own 9,019,968 shares of the issuer's
issued and outstanding common stock and the remaining 274,854,921 shares are
held by non-affiliates. The aggregate market value of the shares held by
non-affiliates at June 4, 2010 was $16,491,295.





DOCUMENTS
INCORPORATED BY REFERENCE:





There are
documents incorporated by reference in this Annual Report on Form 10-K, which
are identified in Part III, Item 13.





(*)
Affiliates for the purposes of this Annual Report refer to the officers,
directors of the issuer and subsidiaries and/or persons or firms owning 10% or
more of issuer’s common stock, both of record and beneficially.





THIS
AMENDMENT IS BEING FILED TO AMEND THE FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED
DECEMBER 31, 2009, FOR THE SOLE PURPOSE OF AMENDING “ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE” TO DISCLOSE CERTAIN DEFICIENCIES IN
THE FILING OF APPROPRIATE REPORTS BY CERTAIN OFFICERS AND DIRECTORS UNDER
SECTION 16 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





As of
June 24, 2010, the officers and directors of the Corporation are:





Name
                
                Age
                
                Position with CompanyThomas
      Seifert
                
                39
                
                Chief
      Financial Officer and Director (1)Maj.
      Gen. Wayne P. Jackson (USA-Ret.)
                
                81
                
                DirectorMichael
      K. Clark
                
                53
                
                Chairman
      of the Board of Directors (2)Glenn
      Estrella
                
                47
                
                Chief
      Executive Officer and Chief Financial Officer
  (3)





(1)
            Mr.
      Seifert resigned as Chief Financial Officer of the Company on June 22,
      2010.


(2)
            Mr.
      Clark was appointed as the Chairman of the Board of Directors on June 22,
      2010


(3)
            Mr.
      Estrella was appointed as the Chief Executive Officer and Chief Financial
      Officer of the Company on June 22,
2010





All
directors hold office until the next annual meeting of our stockholders and
until their successors have been elected and shall qualify. Officers serve at
the discretion of our Board of Directors.





Thomas
Seifert





Mr.
Seifert has served as a consultant to the Company since April 2007 and has more
than thirteen years experience in financial management. Prior to joining the
Company, Mr. Seifert served five years as Chief Financial Officer of Globalnet
Corporation, a public telecommunications company.  Past positions
include Chief Financial Officer of 2Sendit.com, Controller for Integrated
Telephony Products and Controller for Mountain Vacations.





Maj.
Gen. Wayne P. Jackson (USA-Ret.)





During
his military career, General Jackson served in various overseas theaters of
operations and in a variety of assignments. He has commanded Aviation, Civil
Affairs, Infantry, Military Intelligence, Signal Corps and Special Forces units,
as well as two General Office Commands and also as the Director of Counter
Intelligence and Security, Headquarters Department of the Army. In addition,
General Jackson also served as Chief, Division of Probation Administrative
Office of the United States Court, Washington, D.C.





General
Jackson earned a B.A. and M.A. in Psychology at the University of Tulsa, and
performed other post-graduate work at the Illinois Institute of Technology and
at the University of Southern California. His military education includes the
basic and advanced Officers Course at the Signal and Military Intelligence
schools, advanced courses at the Civil Affairs and Infantry schools, as well as
a
graduate ofthe US Army Command and General Staff College and the US Army
War College.





Michael
K. Clark





Mr. Clark
served as President of the Institutional Products Group at Fidelity Investments
from 2007 to 2009.  Prior to 2007, from 1994 to 2007
Mr. Clark held a series of positions at JPMorgan Chase Bank including Global
Head of Sales and Product, Trust and Clearing Services; Chief Executive Officer,
Trust and Clearing Services; and Chief Executive Officer, Worldwide Securities
Services. Prior to JPMorgan Chase, Mr. Clark was Head of Broker Dealer Clearance
at Bankers Trust from 1981 to 1994 Mr. Clark holds a BS from SUNY Maritime
College and an Executive MBA from New York University.





Glenn
Estrella





From 2008
to 2009 Mr. Estrella served as Chief Administrative Officer and Senior Vice
President at Fidelity Investments, where among other accomplishments he
realigned and restructured the Fidelity Family Office Business Group. From 1983
to 2008 Mr. Estrella earlier held a variety of positions at JP Morgan, including
Senior Vice President and Head of JP Morgan Chase’s Latin America and Australia
Trust Company; as Chairman and Chief Executive Officer of JP Morgan Systems and
Services Technology; and as Global Head of Client Services and Managing Director
of JPMorgan Clearance and Agency Company. Prior to this, Mr. Estrella filled
several roles at Chase Manhattan Bank. He is an alumnus of Harvard University
and additionally holds degrees from Ocean County College and Pace
University.





(B)
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT





Section
16(a) of the Securities Exchange Act of 1934 requires that our officers and
directors, and persons who own more that ten percent of a registered class of
our equity securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and with any exchange on which the
Company’s securities are traded. Officers, directors and persons owning more
than ten percent of such securities are required by Commission regulation to
file with the Commission and furnish the Company with copies of all reports
required under Section 16(a) of the Exchange Act. Based solely upon our review,
we believe during the year ended December 31, 2009, Mr. Seifert, General
Jackson, Mr. Leinwand, Mr. Christian and Mr. Holtz failed to file on a timely
basis under Section 16 of the Exchange Act. Specifically, each of the
aforementioned failed to filethe following responses:


2


·
            Mr. Seifert failed to timely file
      one Form 4 disclosing three transactions including the acquisition of a
      stock option to acquire 2,000,000 shares of common stock on December 30,
      2009, the acquisition of 1,000,000 shares of common stock on December 30,
      2009 and the sale of 60,000 shares of common stock on December 31,
      2009.  Mr. Seifert filed a Form 4 on April 2, 2010 disclosing
      the above transactions.


·
            General Jackson failed to timely
      file one Form 3 disclosing one transaction and one Form 4 disclosing two
      transactions including the acquisition of 250,000 shares of common stock
      on May 1, 2009, the acquisition of 500,000 shares of common stock on
      December 30, 2009 and the acquisition of stock options to acquire 250,000
      shares of common stock on December 30, 2009.  General Jackson
      filed a Form 5 on May 18, 2010 disclosing the above
      transactions.


·
            Mr
      Leinwand failed to timely file one Form 3 disclosing two transactions and
      two Form 4’s disclosing three transactions including the acquisition of
      50,978 Series E Preferred Shares on May 5, 2009, the acquisition of stock
      options to acquire 5,555,555 shares of common stock on May 6, 2009, the
      acquisition of 8,000,000 shares of common stock on May 29, 2009, the
      acquisition of 1,000,000 shares of common stock on December 29, 2009 and
      the acquisition of a stock option to acquire 2,000,000 shares of common
      stock on December 30, 2009.  Mr. Leinwand filed a Form 5/A on
      May 25, 2010 disclosing the above
transactions.




Mssrs
Christian and Hotz have resigned as directors and/or executive officers of the
Company.  The Company has advised Messrs Christian and Hotz of their
obligation to file the required reports under Section 16 of the 1934
Act.  As of the date hereof, the Company has not received a response
regarding this matter from either Mr. Christian or Mr. Hotz.  Mr.
Christian failed to file one Form 3 disclosing the acquisition of 250,000 shares
of common stock.  Mr. Hotz failed to file one Form 3 disclosing the
acquisition of 50,000 shares of common stock.





Code
of Ethics





Due to
our limited resources, we have not adopted a code of ethics.  We
intend to adopt a Code of Ethics during the coming year.





Audit
Committee Financial Expert





We do not
have an audit committee financial expert because the Company has been unable to
appoint such a qualified person during the period when the Company has been
restating its financial statements and becoming current with its financial
statements.


3


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.





SANSWIRE
      CORP.By:
                  /s/ Glenn EstrellaName:
      Glenn Estrella,Title:
      Chief Executive Officer and Chief
                    Financial
      Officer (Principal Executive, Financial
                    and
      Accounting Officer)Dated June
      28, 2010





In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




SIGNATURE
                                      
                                      TITLE
                                      
                                      DATE/s/  Thomas
    Seifert
                                      
                                      Director
                                      
                                      June
      28, 2010Thomas
      Seifert/s/  Maj. Gen. Wayne P. Jackson
      (USA-Ret.)
                                      
                                      Director
                                      
                                      June
      28, 2010Maj.
      Gen. Wayne P. Jackson (USA-Ret.)/s/  Michael K.
    Clark
                                      
                                      Chairman
      of the Board of Directors
                                      
                                      June
      28, 2010Michael
      K. Clark/s/  Glenn
    Estrella
                                      
                                      Chief
      Executive Officer and Chief
                                      
                                      June
      28, 2010Glenn
      Estrella
                                      
                                      Financial
      Officer (Principal Executive,
                                        Financial
      and Accounting Officer)


4