UNITED STATES ~~SECURITIES~~ AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2006 ------------- RELATIONSERVE MEDIA, INC. ------------------------- (Exact name of registrant as specified in its charter) Delaware 000-51702 43-2053462 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 877 Executive Center Drive West, Suite 300 St. Petersburg, Florida 33702 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (727) 576-6630 -------------- N/A -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On July 10, 2006, our stockholders voted to approve our 2006 Stock Incentive Plan (the "Plan") at a special meeting of the stockholders. The Plan was adopted by the Board of Directors on March 3, 2006. An aggregate of 2,700,000 shares of our common stock have been reserved for issuance under the Plan. The purpose of the Plan is to provide an incentive to retain in the employ of and as directors, officers, consultants, advisors, and employees of the Company, persons of training, experience, and ability, to attract new directors, officers, consultants, advisors, and employees whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons into our development and financial success. Under the Plan, we are authorized to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, non-qualified stock options, and restricted stock. The Plan permits "cashless exercise" of outstanding options. The maximum number of shares of our common stock that may be subject to options granted under the Plan to any individual in any calendar year shall not exceed 1,000,000 shares in order to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. The Plan is currently administered by the Board of Directors. The foregoing does not constitute a complete summary of the terms of the Plan, and reference is made to the complete text of the Plan. ITEM 8.01 OTHER EVENTS. On July 11, 2006, we issued a press release announcing the Company had received the requisite stockholder vote at its special meeting approving both its planned name change to SendTec, Inc. and its 2006 Incentive Stock Plan. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description ----------- ----------- 10.1 2006 Incentive Stock Plan (Incorporated herein by reference to Exhibit 10.33 to our Annual Report on Form 10-KSB as filed with Securities and Exchange Commission on March 20, 2006). 99.1 Press Release SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 14, 2006 By: /s/ Donald Gould ------------------------------------ Name: Donald Gould Title: Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2007

SENDTEC, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-51702

43-2053462

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

877 Executive Center Drive West

St. Petersburg, Florida

33702

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (727) 576-6630

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01

Changes in Registrant’s Certifying Accountant

(1) Previous Independent Auditors:

On June 28, 2007 (the “Termination Date”), SendTec, Inc. (the “Company”) dismissed Marcum & Kliegman LLP (“Marcum & Kliegman”) as its independent auditors for the year ending December 31, 2007. The decision was recommended by the by the Audit Committee and approved by the Board of Directors of the Company.

Marcum & Kliegman’s reports on the financial statements for the years ended December 31, 2006 and 2005 did not contain any adverse or disclaimer of opinion and were not modified as to uncertainty, audit scope or accounting principles.

Through the Termination Date, there were no disagreements with Marcum & Kliegman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Marcum & Kliegman would have caused them to make reference thereto in their report on our financial statements.

During the fiscal years ended December 31, 2005 and December 31, 2006 and for the quarter ended March 31, 2007, there were no “reportable events” as that term is defined in Item 304(a)(i)(v) of Regulation S-K.

We have furnished Marcum & Kleigman LLP with the disclosures contained in this Item 4.01 and have requested Marcum & Kliegman to furnish us a letter addressed to the SEC stating whether or not they agree with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.

(2) New Independent Auditors:

On July 5, 2007, we engaged Gregory, Sharer & Stuart (“GSS”) as our new independent auditors. Prior to such date, we did not consult with Gregory Sharer & Stuart regarding (i) the application of accounting principles to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered by GSS, (iii) any other advice that was an important factor considered by SendTec as to accounting, auditing or financial reporting issues or (iv) any other matter that was the subject of a disagreement or event identified in response to Item 304(a)(l)(iv) of Regulation S-B.

Previously, GSS audited the financial statements of SendTec, Inc., a wholly owned subsidiary of theglobe.com, Inc., for the years ended December 31, 2005 and 2004. SendTec Acquisition Corp. (“STAC”) acquired all of the assets of SendTec, Inc. on October 31, 2005, and STAC became our wholly-owned subsidiary on February 3, 2006. The financial statements of SendTec Inc. for 2005 and 2004 were included in our registration statement on Form SB-2 filed with the SEC on June 23, 2006. In addition, GSS provided certain tax consulting services including preparation of our income tax returns.

We have furnished GSS with the disclosures contained in this Item 4.01.

Item 9.01

Financial Statements and Exhibits

(b) Exhibits:


EXHIBIT NUMBER		DESCRIPTION
16.1		Letter from Marcum & Kliegman LLP dated July 3, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX


EXHIBIT NUMBER		DESCRIPTION
16.1		Letter from Marcum & Kliegman LLP dated July 3, 2007.

Date: July 5, 2007

SENDTEC, INC.

/s/ Donald Gould

Donald Gould

Chief Financial Officer

Filing Compare · SENDTEC, INC.