**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

**ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**

**EXCHANGEACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008**

 

**Commission File No. 000-50983**

 

**SkyPostal Networks, Inc.**

(Exact name of registrant as specified in itscharter)

 

| **NEVADA**                      | ** ** | **27-0005846**      |
|---------------------------------|------------|---------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer    |
| incorporation or organization)  |       | Identification No.) |

 

| **7805 NW 15th Street**                  |       |       |
|------------------------------------------|------------|------------|
| **Miami, Florida**                       | ** ** | **33126**  |
| (Address of principal executive offices) |       | (Zip Code) |

 

**(305) 599-1812**

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) ofthe Act: **None**

 

Securities registered pursuant to Section 12(g) ofthe Act:**Common Stock, par value $0.001 per share**

 

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

 

Indicate by check mark if the registrant isnot required to file reports pursuant to Section 13 or Section 15(d) ofthe   Act.   Yes o   No x

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.   Yes x   No o

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of the registrant’s knowledge,in definitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filed, a non-accelerated filer ora smaller reporting company as defined in Rule 12b-2 of the Exchange Act.

 

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

 

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

 

As of MARCH 15, 2009, the number ofoutstanding shares of common stock, $0.001 par value per share, of theregistrant was 65,999,664.

 

 

 

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**EXPLANATORYNOTE**

 

ThisAmendment No. 1 on Form 10-K/A to Sky Postal Networks, Inc.’sAnnual Report on Form 10-K for the period ended December 31, 2008,initially filed with the Securities and Exchange Commission on March 31,2009, is being filed to include:

 

1.               The complete disclosures required by ITEM 11

 

ThisForm 10-K/A does not reflect any events that occurred after the date ofour original Form 10-K.  All financial results and statementspreviously reported in the March 31, 2009 Form 10-K remain unchanged.

 

Asrequired by Rule 12b-15 of the Exchange Act, new certifications by ourprincipal executive officer and principal financial officer are filed asexhibits to this Form 10-K/A.

 

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**ITEM 11.               EXECUTIVECOMPENSATION**

 

**Compensation of Executive Officers**

 

The following summary compensation table sets forth informationconcerning the total cash and non-cash compensation paid to or accrued for eachperson who served as an executive officer of our company or our subsidiariesand certain other individuals whose total compensation exceeded $100,000 forthe fiscal year ended December 31, 2008 (collectively, the “NamedExecutive Officers”).

 
| **Name and Principal Position** | ** ** | **Salary** | ** ** | **Bonus** | ** ** | **Stock Awards** | ** ** | **Option  Awards** | ** ** | **All Other  Compensation** | ** ** | **Total** | ** ** |
|------------------------------------------------|------------|------------|------------|-----------|------------|-----------------------|------------|--------------------|------------|----------------------------------|------------|-----------|------------|
| **Albert P. Hernandez**                        |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| Chief Executive Officer and Chairman           |       | $          | 198,338    |      | $          | —                |       | $                  | 430,696    |                             | $          | —    |       | $ | — |   | $ | 629,034 |   |
|                                           |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| **A.J. Hernandez**                             |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| Chief Operating and Chief Financial Officer    |       | 159,339    |       | —    |       | 391,121               |       | —             |       | —                           |       | 550,460   |       |
|                                           |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| **Clement Harary (a)**                         |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| Former Chief Financial Officer                 |       | 109,138    |       | —    |       | 50,000                |       | —             |       | —                           |       | 159,138   |       |
|                                           |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| **Michael Knorr (a)**                          |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| Former Executive Vice President                |       | 127,138    |       | —    |       | 50,000                |       |               |       |                             |       | 177,138   |       |
|                                           |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| **Andres Hernandez**                           |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| Dirctor of Operations                          |       | 74,137     |       | —    |       | 48,839                |       | —             |       | —                           |       | 122,976   |       |
|                                           |       |       |       |      |       |                  |       |               |       |                             |       |      |       |
| **Chris Weber (b)**                            |       | $          | 102,000    |      | $          | —                |       | $                  | —     |                             | $          | —    |       | $ | — |   | $ | 102,000 |   |

 

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(a) Resigned December 2008

(b) Stock awards to Mr. Weber were in his capacity as aDirector of the Company as described below.

 

*Andres Hernandez is the son of Albert Hernandez and the brother of A.J.Hernandez.*

 

**Employment Agreements**

 

Albert P. Hernandez

 

1

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On August 1, 2006, the Company entered into an employmentagreement with Mr. Albert Hernandez, the Chief Executive Officer. Hisemployment agreement has an initial term of five years from the effective date.Mr. Hernandez currently receives a base salary of $200,000, subject toannual increases at the discretion of the Board of Directors, and an annualperformance bonus equal to 3 percent of pre-tax income, such annual bonus notto exceed $500,000. During the period of employment, Mr. Hernandez willalso be entitled to additional benefits, including reimbursement of businessexpenses, paid vacation, an automobile allowance, a telephone allowance, lifeinsurance and participation in other company benefit plans or programs that maybe available to other executives or employees of our company. The agreementacknowledges that Mr. Hernandez is the owner of the “GPS Based PDAAlgorithm Process”.

 

A.J. Hernandez

On August 1, 2006, the Company entered into an employmentagreement with Mr. A.J. Hernandez, the Chief Financial and Chief OperatingOfficer. His employment agreement has an initial term of five years from theeffective date. Mr. Hernandez currently receives a base salary of$175,000, subject to annual increases at the discretion of the Board ofDirectors, and an annual performance bonus equal to 1 percent of pre-taxincome. During the period of employment, Mr. Hernandez will also beentitled to additional benefits, including reimbursement of business expenses,paid vacation, an automobile allowance, a telephone allowance and participationin other company benefit plans or programs that may be available to otherexecutives or employees of our company.

 

In November 2008 Albert and AJ Hernandez agreed to defer 35 and 30percent of their salaries until such time as the Company’s cash flow permitsthe payment of their full salaries in cash.

 

Mssrs. Hernandez do not have any options or shares with acceleratedvesting in the event of a change in control.

 

In connection with the Securities Exchange of April 15, 2008Mssrs. Hernandez agreed to exchange all of their stock options and unpaidsalary and benefits (through March 31, 2008) due under their employmentagreements for vested shares of common stock valued at $.245 per share, asshown below.

 
| ** **       | ** ** | **Exchanged**          | ** ** | **Common Shares** | ** ** |
|------------------|------------|------------------------|------------|------------------------|------------|
| ** **       | ** ** | **Unpaid Salary** | ** ** | **Benefits**           | ** ** | **Options** | ** ** | **Received** | ** ** | **Value** | ** ** |
|             |       |                   |       |                   |       |   |   |   |   |   |   |
| Albert Hernandez |       | $                      | 166,667    |                   | $          | 14,000 |   | 2,311,440 |   | 1,757,943 |   | $ | 430,696 |   |
|             |       |                   |       |                   |       |   |   |   |   |   |   |
| A.J. Hernandez   |       | 125,000                |       | 20,000                 |       | 2,226,154 |   | 1,596,410 |   | 391,121 |   |
|             |       |                   |       |                   |       |   |   |   |   |   |   |
| Total            |       | $                      | 291,667    |                   | $          | 34,000 |   | 4,537,594 |   | 3,354,353 |   | $ | 821,817 |   |

 

2

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Under the employment agreement dated August 1, 2006 between theCompany and Mr. Albert Hernandez, Mr. Albert Hernandez may receiveupon termination of employment without cause following a change of control alump sum payment equal to the greater of: (1) the balance of his salaryfor the remainder of the existing term of his employment agreement or (2) 150percent of his annual salary as then in effect. He is also entitled to receivethe benefits covered in the agreements for two years following suchtermination. Under the employment agreement dated August 1, 2006 between theCompany and Mr. A.J. Hernandez, Mr. A.J. Hernandez may receive upontermination of employment without cause following a change of control a lumpsum payment equal to 100 percent of his salary, bonus and benefits for the yearpreceding the termination. Assuming that the triggering event in questionoccurred on December 31, 2008, the estimated payments are shown below.

 
| **Executive**       | ** ** | **Salary** | ** ** | **Benefits** | ** ** | **Total** | ** ** |
|---------------------|------------|------------|------------|--------------|------------|-----------|------------|
| Albert P. Hernandez |       | $          | 516,667    |         | $          | 139,367   |       | $ | 656,033 |   |
|                |       |       |       |         |       |      |       |
| A.J. Hernandez      |       | $          | 175,000    |         | $          | 29,237    |       | $ | 204,237 |   |

 

**Director Compensation**

 

The four non-employee directors and Mr. Weber received no cashcompensation for their board services to the Company in 2008 but are entitledto expense reimbursement for reasonable expenses incurred to attend boardmeetings. In 2008 these five directors were each granted 135,000 shares ofcommon stock with monthly vesting over a two year period from the date ofgrant. At the time of grant a share was valued at $1.29 or $870,750 in totaland this amount is being expensed over the two year vesting period. Additionalrequired disclosures with respect to Directors compensation are shown below.

 
| **Director**            | ** ** | **Fees  earned or  paid in  cash** | ** ** | **Stock awards  (b)** | ** ** | **Option  awards** | ** ** | **Non-equity  incentive plan  compensation** | ** ** | **Change in  pension value  and  nonqualified  deferred  compensation  earnings** | ** ** | **All other  compensation** | ** ** | **Total** | ** ** |
|-------------------------|------------|----------------------------------------------|------------|----------------------------|------------|--------------------|------------|---------------------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|----------------------------------|------------|-----------|------------|
| Albert P. Hernandez (a) |       | $                                            | —     |                       | $          | —             |       | $                                                 | —     |                                                                                        | $          | —                           |       | $         | —     |   | $ | — |   | $ | — |   |
| A.J. Hernandez (a)      |       | —                                       |       | —                     |       | —             |       | —                                            |       | —                                                                                      |       | —                           |       | —    |       |
| Christian J. Weber (a)  |       | —                                       |       | 174,150                    |       | —             |       | —                                            |       | —                                                                                      |       | —                           |       | 174,150   |       |
| Mathijs van Houweninge  |       | —                                       |       | 174,150                    |       | —             |       | —                                            |       | —                                                                                      |       | —                           |       | 174,150   |       |
| S. David Fineman        |       | —                                       |       | 174,150                    |       | —             |       | —                                            |       | —                                                                                      |       | —                           |       | 174,150   |       |
| Florian M. Schuhbauer   |       | —                                       |       | 174,150                    |       | —             |       | —                                            |       | —                                                                                      |       | —                           |       | 174,150   |       |
| Jose Misrahi            |       | $                                            | —     |                       | $          | 174,150            |       | $                                                 | —     |                                                                                        | $          | —                           |       | $         | —     |   | $ | — |   | $ | 174,150 |   |

 

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(a) solely in theircapacity as a Director

(b) subject to vesting

 

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** **

**PART IV**

 
| **ITEM 15.** | **EXHIBITS  AND FINANCIAL STATEMENT SCHEDULES** |
|--------------|-------------------------------------------------|
|         |                                            |   |
| 31.1         |                                            | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive  Officer |
| 31.2         |                                            | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial  Officer |
| 32.1         |                                            | Certification under Section 906 of the Sarbanes-Oxley Act (18  U.S.C. Section 1350) |

 

4

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**SIGNATURES**

 

Inaccordance with the requirements of the Exchange Act, the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized. 

 

 
|                 |   | SkyPostal  Networks, Inc.         |
|----------------------|--------|----------------------------------------|
|                 |   |                                   |
|                 |   |                                   |
| Date:April  24, 2009 |   | /s/  Albert Hernandez                  |
|                 |   | Albert  Hernandez                      |
|                 |   | Chief  Executive Officer and President |
|                 |   |                                   |
|                 |   |                                   |
| Date:April  24, 2009 |   | /s/  A J Hernandez                     |
|                 |   | A  J Hernandez                         |
|                 |   | Chief  Financial Officer               |

 

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