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| Delaware                                                      |   | 71-0861848                          |
|---------------------------------------------------------------|--------|-------------------------------------|
| (State or other jurisdiction ofincorporation or organization) |   | (I.R.S. EmployerIdentification No.) |
|                                                          |   |                                |
| 8200 NW 52nd Terrace, Suite 102, Miami, FL                    |   | 33166                               |
| (Address of principal executive offices)                      |   | (Zip Code)                          |

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| Large accelerated filer |  ̈ | Accelerated filer         |  ̈ |
|-------------------------|--------|---------------------------|--------|
|                    |   |                      |   |
| Non-accelerated filer   |  ̈ | Smaller reporting company | x      |

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| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
|----------|--------------------------------------------------------|

| Name                                      |   | Age    |   | Position                              |
|-------------------------------------------|--------|--------|--------|---------------------------------------|
| Pete Pizarro                              |   | 49     |   | Chairman and Chief Executive Officer  |
|                                      |   |   |   |                                  |
| Harley L. Rollins, III                    |   | 39     |   | Chief Financial Officer and Treasurer |
|                                      |   |   |   |                                  |
| Carlos A. David                           |   | 44     |   | Vice President of Operations          |
|                                      |   |   |   |                                  |
| Charles “Carlos” J. Fernandez |   | 73     |   | Director                              |
|                                      |   |   |   |                                  |
| Dr. M. Lewis Temares                      |   | 70     |   | Director                              |
|                                      |   |   |   |                                  |
| Angel Medina                              |   | 53     |   | Director                              |

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----

|   | ● | In the context of the Board’s annual business plan and capital budget review, it reviews portfolio, capital allocation and geographical risks. Our management team routinely reports to the Board on risk matters in the context of our strategic, business and operational planning and decision making. Management manages and monitors risks at all levels of the company, including operating companies and business units, and regularly reports to the Board through presentations from various centers of management level risk expertise, strategic planning, legal, compliance, and finance. |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | ● | The Audit Committee discusses with management our major financial risk exposures and our risk assessment and risk management policies. Management and the independent registered public accounting firm provide to the Audit Committee periodic assessments of the Company’s risk management processes and system of internal control. The Committee also regularly discusses risk management in the context of compliance and internal controls.                                                                                                                                                     |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | ● | The Nominating and Corporate Governance Committee assists the Board in monitoring our risks incident to our governance structures and processes and conducts an evaluation of our governance practices. In connection with this review, the Committee discusses risk management in the context of general governance matters, including among other topics, Board and management succession planning, delegations of authority and internal approval processes, and stockholder proposals                                                                                                                   |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | ● | The Compensation Committee assists the Board in monitoring the risks associated with our compensation programs and practices. The Committee may be assisted in its work by its own independent compensation consultant. The Committee reviews the design and goals of our compensation programs and practices in the context of possible risks to our financial and reputational well-being.                                                                                                                                                                                                                |

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| ITEM 11. | EXECUTIVE COMPENSATION |
|----------|------------------------|

|                               |   |   |   |       |    |      |   | Option Awards |   | All Other Compensation |    |      |
|------------------------------------|--------|--------|--------|------------|---------|-----------|--------|---------------|--------|------------------------|---------|-----------|
| Name and Principal Position        |   | Year   |   | Salary ($) |    | Bonus ($) |   | ($) (1)       |   | ($) (2)                |    | Total ($) |
| Pete Pizarro                       |   | 2010   |   | $          | 375,000 |      | $      | —       |   | $                      | — |      | $ | 37,485 | (3) |   | $ | 412,485 |
| Chief Executive Officer            |   | 2009   |   | $          | 375,000 |      | $      | 375,000       |   | $                      | 190,000 |      | $ | 37,485 | (3) |   | $ | 977,485 |
|                               |   |   |   |       |    |      |   |          |   |                   |    |      |   |   |   |   |   |   |
| Harley L. Rollins, III             |   | 2010   |   | $          | 250,000 |      | $      | —       |   | $                      | — |      |   |   |   |   | $ | 250,000 |
| Chief Financial Officer            |   | 2009   |   | $          | 250,000 |      | $      | —       |   | $                      | 78,850  |      |   |   |   |   | $ | 328,850 |
|                               |   |   |   |       |    |      |   |          |   |                   |    |      |   |   |   |   |   |   |
| Carlos A. David                    |   | 2010   |   | $          | 200,000 |      | $      | —       |   | $                      | — |      |   |   |   |   | $ | 200,000 |
| Vice President of Operations       |   | 2009   |   | $          | 166,666 |      | $      | —       |   | $                      | 30,000  |      |   |   |   |   | $ | 196,666 |
|                               |   |   |   |       |    |      |   |          |   |                   |    |      |   |   |   |   |   |   |
| Javier Rodriguez (4)               |   | 2010   |   | $          | 200,000 |      | $      | —       |   | $                      | — |      |   |   |   |   | $ | 200,000 |
| Former Vice President of Marketing |   | 2009   |   | $          | 200,000 |      | $      | 40,000        |   | $                      | — |      |   |   |   |   | $ | 240,000 |

----

| (1) | The amount in this column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock and option awards granted during the fiscal year. The fair value of these awards has been determined on the assumptions set forth in our Note on “Share Based Payments” included in our Consolidated Financial Statements as reported on Form 10-K. Additional information regarding the size of the awards is set forth in the notes to the “Outstanding Equity Awards” table. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | SEC Rules require disclosure of the perquisites and other personal benefits, unless the amount of that type of compensation is less than $10,000 in the aggregate. Except as specifically noted, none of our Named Executive Officers received perquisites or personal benefits of $10,000 or more in any given year.                                                                                                                                                                                                                                |
| (3) | Mr. Pizarro received a car allowance of $24,000 and insurance benefits of $13,485 during each of 2010 and 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (4) | Mr. Rodriguez commenced his term of employment effective March 26, 2008 and resigned effective June 30, 2010. Pursuant to a Separation Agreement dated August 13, 2010, we agreed to pay Mr. Rodriguez severance pay in the form of his base salary for a period of 12 months following his resignation.                                                                                                                                                                                                                                             |

----

|                   |   | Option Awards                                                       |
|------------------------|--------|---------------------------------------------------------------------|
| Name                   |   | Number of securities underlying unexercised options (#) exercisable |   | Number of securities underlying unexercisesd options (#) unexercisable |   | Option exercise price ($) |   | Option exipiration date |
|                   |   |                                                                |   |   |   |   |   |   |   |   |
| Pete Pizarro           |   | —                                                             |   |   | 4,200,000 | (1) |   | $ | 0.45 |   | 4/1/2021 |
|                   |   |                                                                |   |   |   |   |   |   |   |   |   |
| Harley L. Rollins, III |   | —                                                             |   |   | 1,000,000 | (2) |   | $ | 0.45 |   | 4/1/2021 |
|                   |   |                                                                |   |   |   |   |   |   |   |   |   |
| Carlos A. David        |   | 116,146                                                             | (3) |   | 133,854 |   |   | $ | 0.45 |   | 3/2/2019 |

----

| (1) | In connection with Mr. Pizarro’s Employment Agreement amendment, as more fully described herein, on March 31, 2011, Mr. Pizarro waived the vesting of 4,200,000 previously issued and partially vested stock options, and agreed to the cancellation thereof. Mr. Pizarro was reissued options to purchase 4,200,000 shares of our common stock at an exercise price of $0.45 per share and subject to a new vesting schedule. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | In connection with Mr. Rollins’ Employment Agreement amendment, as more fully described herein, on March 31, 2011, Mr. Rollins waived the vesting of 1,000,000 previously issued and partially vested stock options, and agreed to the cancellation thereof. Mr. Rollins was reissued options to purchase 1,000,000 shares of our common stock at an exercise price of $0.45 per share and subject to a new vesting schedule.  |
| (3) | The 250,000 options granted to Mr. David on March 2, 2009 vest over a period of 4 years from the date of grant, 25% on March 2, 2010, and then 1/36th of the remaining grant on the first day of each month thereafter.                                                                                                                                                                                                              |

----

|   | ● | commission or participation by him in an injurious act of personal dishonesty, fraud, gross neglect, intentional misrepresentation or embezzlement against us or any affiliates; |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                             |
|   | ● | his conviction of, or plea of nolo contendre to, a felony;                                                                                                                       |
|   |    |                                                                                                                                                                             |
|   | ● | the commission or participation by him in any other injurious act or omission against us in a wanton, reckless or grossly negligent manner; or                                   |
|   |    |                                                                                                                                                                             |
|   | ● | continued willful violations by him of his obligations to us.                                                                                                                    |

|   | ● | a sale of all or substantially all of our assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | the date there shall have been a change in a majority of our Board of Directors during a consecutive twelve-month period, unless the nomination for election by our stockholders of each new director was approved by the vote of two-thirds of the directors then still in office who were in office at the beginning of the twelve-month period;                                                                                                                                                                                     |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | the date that any person or entity, entities or group of persons (other than Stanford International Bank Ltd. (“SIBL”), its affiliates or Mr. Pizarro is or becomes the beneficial owner, directly or indirectly, of our securities representing more than thirty percent (30%) or more of the combined voting power of our then outstanding securities, and has voting control;                                                                                                                                           |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | consummation of a merger or consolidation of us with any corporation or other entity, other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of our voting securities or such surviving entity outstanding immediately after such merger or consolidation;                   |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | a change in ownership of our company through a transaction or series of transactions, such that any person or entity is or becomes the beneficial owner of securities representing fifty percent (50%) or more of securities of the combined voting power of our then outstanding securities; provided that, for such purposes, (x) any acquisition by us, in exchange for our securities, shall be disregarded, and (y) any acquisition of our securities by SIBL shall not constitute a change in ownership or Change in Control; or |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | the Board (or the stockholders if stockholder approval is required by applicable law or under the terms of any relevant agreement) shall approve a plan of complete liquidation.                                                                                                                                                                                                                                                                                                                                                       |

|   | ● | any relocation of our principal office to a location outside of Broward or Miami-Dade counties, Florida,          |
|--------|---------|-------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                              |
|   | ● | any material diminution in Mr. Pizarro’s authority, duties and responsibilities,                            |
|   |    |                                                                                                              |
|   | ● | any reduction in his base salary or any material reduction in the total value of his fringe benefit compensation, |
|   |    |                                                                                                              |
|   | ● | a material breach by us of the agreement,                                                                         |

----

|   | ● | our failure to receive all contemplated capital infusions from SIBL; or                                         |
|--------|---------|-----------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                            |
|   | ● | our failure to provide and maintain directors’ and officers’ liability insurance in agreed amounts. |

|   | ● | commission or participation by him in an injurious act of personal dishonesty, fraud, gross neglect, intentional misrepresentation or embezzlement against us or any affiliates; |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                             |
|   | ● | commission of a felony or a misdemeanor involving moral turpitude; or                                                                                                            |
|   |    |                                                                                                                                                                             |
|   | ● | the commission or participation by him in any other injurious act or omission against us in a wanton, reckless or grossly negligent manner; or                                   |
|   |    |                                                                                                                                                                             |
|   | ● | continued violations of his obligations to us                                                                                                                                    |

|   | ● | a sale of all or substantially all of our assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | consummation of a merger or consolidation of us with any corporation or other entity, other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of our voting securities or such surviving entity outstanding immediately after such merger or consolidation;                   |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | a change in ownership of our company through a transaction or series of transactions, such that any person or entity is or becomes the beneficial owner of securities representing fifty percent (50%) or more of securities of the combined voting power of our then outstanding securities; provided that, for such purposes, (x) any acquisition by us, in exchange for our securities, shall be disregarded, and (y) any acquisition of our securities by SIBL shall not constitute a change in ownership or Change in Control; or |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | the Board (or the stockholders if stockholder approval is required by applicable law or under the terms of any relevant agreement) shall approve a plan of complete liquidation.                                                                                                                                                                                                                                                                                                                                                       |

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|   | ● | assignment of duties that are materially inappropriate for a CFO                                                 |
|--------|---------|------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                             |
|   | ● | demotion to a position duties and responsibilities,                                                              |
|   |    |                                                                                                             |
|   | ● | any reduction in his base salary or any material reduction in the total value of his fringe benefit compensation |

|   | ● | commission or participation by him in an injurious act of personal dishonesty, fraud, gross neglect, intentional misrepresentation or embezzlement against us or any affiliates; |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                             |
|   | ● | commission of a felony or a misdemeanor involving moral turpitude; or                                                                                                            |
|   |    |                                                                                                                                                                             |
|   | ● | the commission or participation by him in any other injurious act or omission against us in a wanton, reckless or grossly negligent manner; or                                   |
|   |    |                                                                                                                                                                             |
|   | ● | continued violations of his obligations to us                                                                                                                                    |

|   | ● | a sale of all or substantially all of our assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | consummation of a merger or consolidation of us with any corporation or other entity, other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of our voting securities or such surviving entity outstanding immediately after such merger or consolidation;                   |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | a change in ownership of our company through a transaction or series of transactions, such that any person or entity is or becomes the beneficial owner of securities representing fifty percent (50%) or more of securities of the combined voting power of our then outstanding securities; provided that, for such purposes, (x) any acquisition by us, in exchange for our securities, shall be disregarded, and (y) any acquisition of our securities by SIBL shall not constitute a change in ownership or Change in Control; or |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ● | the Board (or the stockholders if stockholder approval is required by applicable law or under the terms of any relevant agreement) shall approve a plan of complete liquidation.                                                                                                                                                                                                                                                                                                                                                       |

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|   | ● | assignment of duties that are materially inappropriate for a Vice President                                      |
|--------|---------|------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                             |
|   | ● | demotion to a position duties and responsibilities,                                                              |
|   |    |                                                                                                             |
|   | ● | any reduction in his base salary or any material reduction in the total value of his fringe benefit compensation |

|                 |   | Fees Earned or Paid in |   |   | Option Awards |   |   | All Other Compensation |   |   |    |   |
|----------------------|--------|------------------------|--------|--------|---------------|--------|--------|------------------------|--------|--------|---------|--------|
| Name                 |   | Cash ($)               |   |   | ($) (1)       |   |   | ($) (2)                |   |   | Total   |   |
|                 |   |                   |   |   |          |   |   |                   |   |   |    |   |
| Charles J. Fernandez |   | $                      | 88,000 |   |          | $      | 1,650  |                   |   | $      | — |   |   | $ | 89,650 |   |
|                 |   |                   |   |   |          |   |   |                   |   |   |    |   |   |   |   |   |
| M. Lewis Temares     |   | $                      | 67,750 |   |          | $      | 1,650  |                   |   | $      | — |   |   | $ | 69,400 |   |
|                 |   |                   |   |   |          |   |   |                   |   |   |    |   |   |   |   |   |
| Angel Medina         |   | $                      | 48,250 |   |          | $      | 3,300  |                   |   | $      | — |   |   | $ | 51,550 |   |

----

| (1)    | The value of the option awards includes the aggregate grant date fair value computed in accordance with FASB Topic 718. The Company’s accounting treatment for option awards is set forth in the Company’s 2010 Consolidated Financial Statements as reported on Form 10-K. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                    |
| (2)    | SEC rules require disclosure of perquisites and other personal benefits for Directors unless the amount of that type of compensation is less than $10,000 in the aggregate. None of our directors received perquisites of $10,000 or more in any given year.                            |

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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
|----------|------------------------------------------------------------------------------------------------|

|                                                                |   | Beneficial Ownership |
|---------------------------------------------------------------------|--------|----------------------|
| Name and Address                                                    |   | Number of Shares (1) |   | Percent of Total (2) |
|                                                                |   |                 |   |   |   |   |
| Directors and Named Executive Officers                              |   |                 |   |   |   |   |
| Pete Pizarro(3)                                                     |   | 1,898,353            |   |   | 7.6 | % |
| Harley L. Rollins, III(4)                                           |   | 525,202              |   |   | 2.1 | % |
| Carlos A. David(5)                                                  |   | 137,261              |   |   | * |   |
| Charles “Carlos” J. Fernandez (6)                       |   | 93,757               |   |   | * |   |
| M. Lewis Temares(7)                                                 |   | 67,509               |   |   | * |   |
| Angel Medina(8)                                                     |   | 20,625               |   |   | * |   |
| All current executive officers and directors as a group (6 persons) |   | 2,722,082            |   |   | 10.7 | % |
|                                                                |   |                 |   |   |   |   |
| Beneficial Owners of More Than 5% Stock                             |   |                 |   |   |   |   |
|                                                                |   |                 |   |   |   |   |
| Stanford International Bank Ltd.(9)                                 |   | 12,364,377           |   |   | 49.3 | % |

| *   | Indicates beneficial ownership of less than one percent of our total outstanding Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | In accordance with Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner of a security if he or she (a) has or shares voting power or dispositive power with respect to such security, or (b) has the right to acquire such ownership within sixty days. As used herein, “voting power” is the power to vote or direct the voting of shares, and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares.                                                                                                                                         |
| (2) | In calculating the percentage ownership or percent of equity vote for a given individual or group, the number of shares of common stock outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable within sixty days held by such individual or group, but are not deemed outstanding by any other person or group.                                                                                                                                                                                                                                                                                                                                                 |
| (3) | Includes 1,120,000 shares of common stock to be issued within the next 60 days in connection with the Pizarro Employment Agreement, as more fully described above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (4) | Includes 392,000 shares of common stock to be issued within the next 60 days in connection with the Rollins Employment Agreement, as more fully described above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (5) | Includes 137,261 shares underlying stock option grants which have vested or will vest within the next 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (6) | Includes 84,375 shares underlying stock option grants which have vested or will vest within the next 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (7) | Includes 58,750 shares underlying stock option grants which have vested or will vest within the next 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (8) | Includes 20,625 shares underlying stock option grants which have vested or will vest within the next 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (9) | On March 30, 2011, in connection with the termination of the Voting Trust Agreement, 12,364,377 shares of our common stock were reissued in the name of Stanford International Bank Ltd. (“SIBL”). In addition, the 4,118,263 shares of our Series B Preferred Stock were automatically converted into 1,801,740 shares of our common stock in accordance with the current conversion ratio as set forth in the Certificate of Designations, Rights and Preferences of the Series B Preferred Stock. Such 1,801,740 shares of our common stock were immediately cancelled as required by the terms of that certain Additional Modification Agreement, dated February 9, 2009, between SIBL and the Company. |

----

|                                                       |   | Number of securities to be issued upon exercise of outstanding options, warrants and rights(a) |      |   | Weighted average exercise price of outstanding options, warrants and rights(b) |   |    | Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflectedin column (a))(c) |   |
|------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------|-----------|--------|--------------------------------------------------------------------------------|--------|---------|------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Equity compensation plans approved by security holders     |   |                                                                                           | 7,949,417 |   |                                                                           | $      | 0.45    |                                                                                                                                     |   |   | 4,157,283 |   |
| Equity compensation plans not approved by security holders |   |                                                                                           | —   |   |                                                                           | $      | — |                                                                                                                                     |   |   | — |   |
| Total                                                      |   |                                                                                           | 7,949,417 |   |                                                                           | $      | 0.45    |                                                                                                                                     |   |   | 4,157,283 |   |

| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
|----------|--------------------------------------------------------------------------|

|   | ● | we agreed to further amend the Bridge Loan Agreement (“Fourth Amendment”) to terminate SIBL’s obligation to fund the balance of $28 million committed by SIBL under the Bridge Loan Agreement;                                                                    |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                |
|   | ● | in partial consideration of our agreement to terminate the Bridge Loan Agreement, SIBL agreed to convert the $12 million outstanding principal amount under the Bridge Loan Agreement into 1,777,778 shares of our Series B Preferred Stock and the accrued interest was cancelled; |

----

| ● | as a result of the Fourth Amendment and the termination of the Bridge Loan Agreement, all related loan, security and collateral documents were also released and terminated;                                                                                                                                                                                                                           |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| ● | SIBL agreed to surrender for cancellation 16,148,612 shares of our common stock thereby reducing to 49.9% SIBL’s ownership of our outstanding common stock;                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| ● | we granted SIBL an option, exercisable through March 31, 2009, to purchase an additional 592,593 shares of our Series B Preferred Stock for an aggregate purchase price of $4 million (the “Option”). The Option expired unexercised;                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| ● | SIBL agreed to modify the Series B Preferred Stock as follows:                                                                                                                                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    | ●                                                                                                                                                                                                                                                                                                                                                                                                | setting the initial conversion rate (the “Conversion Rate”) for the shares of the Series B Preferred Stock at a rate of seven shares of our common stock for each eight shares of Series B Preferred Stock; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    | ●                                                                                                                                                                                                                                                                                                                                                                                                | providing for an adjusted Conversion Rate of 3.5 shares of common stock for every eight shares of Series B Preferred Stock in the event that SIBL did not exercise the Option; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    | ●                                                                                                                                                                                                                                                                                                                                                                                                | providing that the shares of Series B Preferred Stock would be automatically converted into shares of our common stock at the then effective Conversion Rate to the extent necessary for SIBL to maintain ownership of 49.9% of the then total amount of issued and outstanding shares of our common stock; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    | ●                                                                                                                                                                                                                                                                                                                                                                                                | removing all voting rights of the Series B Preferred Stock; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    | ●                                                                                                                                                                                                                                                                                                                                                                                                | providing that the shares of Series B Preferred Stock would have no more rights than our common stock, other than a liquidation preference; and |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    | ●                                                                                                                                                                                                                                                                                                                                                                                                | adding certain protective provisions regarding actions requiring the prior approval of the holders of the majority of the Series B Preferred Stock outstanding. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| ● | SIBL agreed to place all of its shares of our common stock and Series B Preferred Stock in a voting trust pursuant to a voting trust agreement;                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| ● | all registration rights agreements between us and SIBL were terminated with no further obligation on our part to file any registration statement for the benefit of SIBL;                                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| ● | we agreed to amend the employment agreement of Pete R. Pizarro, our Chief Executive Officer (“Mr. Pizarro”), who would have otherwise been entitled to terminate his employment for “Good Reason;” and                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| ● | SIBL agreed to the transfer to us, by February 28, 2009, of $2.35 million of indebtedness of our subsidiary, Desca, due to an affiliate of SIBL in exchange for 344,444 shares of Series B Preferred Stock, or, if such transfer did not occur, a further cancellation of 1,801,740 shares of our common stock held under the voting trust agreement. Such transfer and exchange was not made by SIBL. |

|   | (1)    | authorize SIBL’s receiver to act on SIBL’s behalf in connection with the matters addressed in the court order or related Modification Agreement between SIBL and eLandia; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                  |
|   | (2)    | direct SIBL’s receiver to agree to the termination of the Voting Trust Agreement;                                                                                               |
|   |   |                                                                                                                                                                                  |
|   | (3)    | convert the 4,118,263 shares of Series B Preferred Stock held by SIBL into 1,801,740 shares of our common stock;                                                                      |
|   |   |                                                                                                                                                                                  |
|   | (4)    | cancel the above 1,801,740 shares of our common stock owned by SIBL;                                                                                                                  |
|   |   |                                                                                                                                                                                  |
|   | (5)    | direct SIBL’s receiver to release eLandia from any claims that SIBL’s receiver or the Receivership Estate may have with respect to eLandia; and                           |
|   |   |                                                                                                                                                                                  |
|   | (6)    | direct SIBL’s receiver to refrain from taking any action in contravention to the Amper transaction.                                                                             |

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|   | (i)    | made a payment to Alvarado of $500,000 in cash,                                                                                                      |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                 |
|   | (ii)   | executed and delivered to Alvarado a $500,000 promissory note, and                                                                                   |
|   |   |                                                                                                                                                 |
|   | (iii)  | issued to Alvarado 2,500,000 shares of our common stock, valued at $0.9 million based on the closing stock price of $0.34 on July 17, 2009, of which |

|   |   | a.     | one-half of such shares were deposited with an escrow agent to be held and released in accordance with the terms of an escrow agreement, as described below, and |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                             |
|   |   | b.     | one-half of such shares were delivered to Alvarado.                                                                                                              |

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|   | ● | the director is, or in the past three years has been, employed by the Company or any of its subsidiaries;                                                                                                                                                                                                                                                                            |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ● | the director has an immediate family member who is, or in the past three years has been, an executive officer of the Company or any of its subsidiaries;                                                                                                                                                                                                                             |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ● | the director or a member of the director’s immediate family has received payments from the Company of more than $100,000 during any period of twelve consecutive months within the past three years other than for service as a director;                                                                                                                                      |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ● | the director or a member of the director’s immediate family is a current partner of our independent auditors, or is, or in the past three years, has been, employed by our independent auditors in a professional capacity and worked on the Company’s audit;                                                                                                            |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ● | the director or member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where the Company’s executive officer serves on the compensation committee; or                                                                                                                                          |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ● | the director or a member of the director’s immediate family is a partner in, or a controlling stockholder or an executive officer of, an entity that makes payments to or receive payments from the Company in an amount which, in any fiscal year during the past three years, exceeds the greater of $200,000 or 5% of the other entity’s consolidated gross revenues. |

|   | ● | the Audit Committee (comprised of Messrs. Fernandez, Temares and Medina);                               |
|--------|---------|---------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                    |
|   | ● | the Compensation Committee (comprised of Messrs. Fernandez, Temares and Medina); and                    |
|   |    |                                                                                                    |
|   | ● | the Nominating and Corporate Governance Committee (comprised of Messrs. Fernandez, Temares and Medina). |

| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
|----------|----------------------------------------|

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|                   |   | 2010   |    |   | 2009   |   |
|------------------------|--------|--------|---------|--------|--------|--------|
| Audit Fees (1)         |   | $      | 840,000 |   |   | $      | 1,027,000 |   |
| Audit-Related Fees (2) |   |   | — |   |   |   | — |   |
| Tax Fees (3)           |   |   | 45,000  |   |   |   | 45,000 |   |
| All Other Fees (4)     |   |   | — |   |   |   | — |   |
| Total                  |   | $      | 885,000 |   |   | $      | 1,072,000 |   |

| (1) | Audit fees consist principally of audit work performed on the consolidated financial statements, as well as work generally only the independent auditors can reasonably be expected to provide, such as statutory audits, included in our Form 10-K and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q during those fiscal years. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Audit related fees consist principally of services related to our assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements.                                                                                                                                               |
| (3) | Tax fees consist principally of assistance with taxation compliance, tax advice and tax planning.                                                                                                                                                                                                                                                                             |
| (4) | “Other” services include products and services provided by our principal accountant, other than the services covered above.                                                                                                                                                                                                                                       |

|   | ● | Audit services include audit work performed on the financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and/or reporting standards.                                                                                         |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | ● | Audit-Related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.                                                                                                                          |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | ● | Tax services include all services, except those services specifically related to the audit of the financial statements, performed by the independent auditor’s tax personnel, including tax analysis; assisting with coordination of execution of tax related activities, primarily in the area of corporate development; supporting other tax related regulatory requirements; and tax compliance and reporting. |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | ● | Other fees are those associated with services not captured in the other categories. We generally do not request such services from the independent auditor.                                                                                                                                                                                                                                                             |

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| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
|----------|--------------------------------------------|

| Exhibit No. |   | Description of Document                                                                                                                                                              |   | Method of Filing |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------|
|        |   |                                                                                                                                                                                 |   |             |
| 31.1        |   | Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.          |   | Filed herewith.  |
|        |   |                                                                                                                                                                                 |   |             |
| 31.2        |   | Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.          |   | Filed herewith.  |
|        |   |                                                                                                                                                                                 |   |             |
| 32.1        |   | Certification of Chief Executive Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |   | Filed herewith.  |
|        |   |                                                                                                                                                                                 |   |             |
| 32.2        |   | Certification of Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |   | Filed herewith.  |

----

|                 |   | ELANDIA INTERNATIONAL INC. |
|----------------------|--------|----------------------------|
|                 |   |                       |   |
| Date: April 29, 2011 |   | By:                        | /s/ Pete R. Pizarro |
|                 |   |                       | Pete R. Pizarro, Chairman of the Board(Chief Executive Officer) |
|                 |   |                       |   |
| Date: April 29, 2011 |   | By:                        | /s/ Harley L. Rollins, III |
|                 |   |                       | Harley L. Rollins, III, Chief Financial Officer(Principal Financial and Accounting Officer) |

| /s/ PETE R. PIZARRO        |   | Chairman of the Board of Directors (Chief Executive Officer)         |
|----------------------------|--------|----------------------------------------------------------------------|
| Pete R. Pizarro            |   |                                                                 |
|                       |   |                                                                 |
| /S/ HARLEY L. ROLLINS, III |   | Chief Financial Officer (Principal Financial and Accounting Officer) |
| Harley L. Rollins, III     |   |                                                                 |
|                       |   |                                                                 |
| /s/ CHARLES J. FERNANDEZ   |   | Director                                                             |
| Charles J. Fernandez       |   |                                                                 |
|                       |   |                                                                 |
| /s/ DR. M. LEWIS TEMARES   |   | Director                                                             |
| Dr. M. Lewis Temares       |   |                                                                 |
|                       |   |                                                                 |
| /s/ ANGEL MEDINA           |   | Director                                                             |
| Angel Medina               |   |                                                                 |

----

| Exhibit No. |   | Description of Document                                                                                                                                                              |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                 |
| 31.1        |   | Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.          |
|        |   |                                                                                                                                                                                 |
| 31.2        |   | Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.          |
|        |   |                                                                                                                                                                                 |
| 32.1        |   | Certification of Chief Executive Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|        |   |                                                                                                                                                                                 |
| 32.2        |   | Certification of Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

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