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) August 1, 2008

SendTec, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-51702

43-2053462

(State or other jurisdiction
of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

877 Executive Center Drive West

St. Petersburg, FL

33702

(Address of principal executive offices)

(Zip Code)

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

(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 8.01

Other Events.

On August 1, 2008, SendTec, Inc., a Delaware corporation (the “Registrant”), issued a press release announcing the closing of the exchange of its Amended and Restated Debentures, issued pursuant to the Registrant’s Recapitalization Agreement dated March 25, 2008, for a combination of Series B Preferred Stock and Residual Senior Secured Convertible Debentures due July 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


99.1		Press Release dated August 1, 2008.

Signature

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.


SENDTEC, INC.

By:		/s/ Paul Soltoff
Name:		Paul Soltoff
Title:		CEO

Date: August 5, 2008

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release dated August 1, 2008.

SENDTEC, INC. 8-K