ELANDIA INTERNATIONAL INC. - FORM 10-K/A

ELANDIA INTERNATIONAL INC. - FORM 10-K/A - June 1, 2010

Attached files

Attached files

ELANDIA INTERNATIONAL INC. Reports

file	filename
EX-31.2 - SECTION 302 CFO CERTIFICATION - ELANDIA INTERNATIONAL INC.	dex312.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - ELANDIA INTERNATIONAL INC.	dex321.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - ELANDIA INTERNATIONAL INC.	dex322.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - ELANDIA INTERNATIONAL INC.	dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

Commission File No. 0-51805

ELANDIA INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)


Delaware		71-0861848
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8200 NW 52nd Terrace, Suite 102, Miami, FL		33166
(Address of principal executive offices)		(Zip Code)

(305) 415-8830

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.00001 per share

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2009, was approximately $3.8 million as computed by reference to the average bid and ask price of the common stock as quoted on the OTC Bulletin Board on such date.

As of June 1, 2010, the number of outstanding shares of common stock, $0.00001 par value per share, of the registrant was 27,730,220.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note

eLandia International Inc. (“we,” “us,” “our” or the “Company”) is hereby amending its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Report”), to include the information required by Part III Items 10, 11, 12, 13 and 14. Except for Items 10, 11, 12, 13 and 14 of Part III and Item 15 of Part IV, no other information included in the Report is changed by this Amendment No. 1.

This Amendment No. 1 to the Report continues to speak as of the date of the Report, and except as expressly set forth herein we have not updated the disclosures contained in this Amendment No. 1 to the Report to reflect any events that occurred at a date subsequent to the filing of the Report. The filing of this Amendment No. 1 to the Report is not a representation that any statements contained in items of the Report other than that information being amended are true or complete as of any date subsequent to the date of the Report.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table shows the name, age and position as of June 1, 2010 of each of our directors and executive officers:


Name	Age	Position
Pete Pizarro	48	Chairman and Chief Executive Officer

Harley L. Rollins, III	38	Chief Financial Officer, Secretary and Treasurer

Javier Rodriguez	49	Vice President of Marketing

Charles “Carlos” J. Fernandez	72	Director

Dr. M. Lewis Temares	69	Director

Angel Medina	52	Director

All of our directors hold office until the earlier of the next annual meeting of the stockholders and until their successors have been duly elected and qualified, or their death, resignation, or removal. Officers are elected annually by our Board of Directors to hold office until the earlier of their death, resignation, or removal.

DIRECTORS

Pete Pizarro became our President on March 10, 2008 and in May 2008, was promoted to Chairman and Chief Executive Officer. Mr. Pizarro most recently served as the president and chief executive officer of Telefónica USA where he was responsible for designing and executing Telefónica’s strategy and managed its three U.S.-based strategic business segments which included the management of the telecommunication and IT Services needs of U.S. multinational corporations throughout the U.S., Latin America, Central America and Caribbean regions as well as Telefónica’s residential and large enterprise business segments in the U.S. and Puerto Rico. Prior to joining Telefónica in 2002, he served as the president and Chief Executive Officer of Esavio Services Corporation, a network integration and managed services consulting company based in Philadelphia. In addition, Mr. Pizarro has served in the role of Chief Financial Officer and other executive positions at various international firms including Nobart Inc., The Siman Group and KPMG. Mr. Pizarro has held key community leadership roles including the Chair of The Beacon Council, Miami-Dade County’s official economic development organization. Further, Mr. Pizarro is the Chair of the State of Florida Venture Opportunity Fund, and he actively participates on Northwestern University’s Kellogg Alumni Advisory Board. Mr. Pizarro holds a Bachelor of Science degree in accounting from the University of Miami and an MBA from the Kellogg School of Management at Northwestern University.

Key Attributes, Experience and Skills

Mr. Pizarro’s service as CEO and Chairman of the Board creates a critical link between management and the Board, enabling the Board to perform its oversight function with the benefit of management’s perspectives on the business. In addition, having the CEO on our Board provides our Company with decisive and effective leadership. As a result of Mr. Pizarro’s long tenure in the international telecommunications industry, Mr. Pizarro brings leadership and extensive business, operating, and management experience, and knowledge of our Company and the telecommunications industry, to the Board. In addition, Mr. Pizarro brings his strategic vision for our Company to the Board.

Charles “Carlos” J. Fernandez became a Director, Chair of our Audit Committee and member of our Nominating and Corporate Governance Committee and Compensation Committee on January 23, 2007. Since June 2004, Mr. Fernandez has been an independent financial consultant on financial, operational and administrative matters, including mergers and acquisitions, strategic planning, governance, compensation programs, and general financial matters. Mr. Fernandez is also currently a member of the Board of Directors and Chairman of the Audit Committee of The Bank of Miami, N.A., a domestic commercial bank. From 1971 through 1991, Mr. Fernandez was an audit partner with KPMG, an international accounting firm. Mr. Fernandez elected early retirement in 1991 but returned to the firm in May 1994 until his retirement in June 2004. During this period, Mr. Fernandez was a Managing Director involved in mergers and acquisitions, forensic accounting, litigation support and other advisory services. Mr. Fernandez has significant experience with trans-border transactions and in a broad spectrum of industries, including telecommunications and technology consulting services. Mr. Fernandez received a Bachelor of Science in Business Administration from the University of Florida in 1963 and became a Certified Public Accountant in 1965. Mr. Fernandez is currently a member of the Florida and American Institute of CPAs, a former Board member of the Florida International Bankers Association and a former member of the Board of Trustees and the Executive Committee of Florida International University. He is a founding member and former Treasurer and Executive Committee member of the Spain/U.S. Chamber of Commerce.

Key Attributes, Experience and Skills

Through his experience as an independent financial consultant and audit partner with KPMG, as well as his experience as a board member at another company, Mr. Fernandez brings extensive leadership and business experience to the Board. That experience, along with his training and background as a certified public accountant, his experience as a financial consultant and his services as chairman of our Audit Committee, provides financial perspectives on our Company as well as financial expertise to the Board.

Dr. M. Lewis Temares became a Director and Chair of our Compensation Committee on May 28, 2008 and serves as a member of our Audit Committee and Nominating and Corporate Governance Committee. Dr. Temares has served as Chief Information Officer and Vice President for Information Technology at the University of Miami since 1980. Also, from 1994 to 2007, he served as Dean of the College of Engineering at the University of Miami. Dr. Temares received his bachelor’s of science degree in Statistics from City College of New York in 1962; he received his Masters of Business Administration from Bernard A. Baruch College in 1964; and he received a doctorate in business administration from City College of New York in 1980. Since 2004, he has served as a member of the Board of Directors of The Main Street America Group, NGM Insurance Company, Old Dominion Insurance Company, Main Street American Assurance Company, MSA Insurance Company and Information Systems and Services Corporation.

Key Attributes, Experience and Skills

Dr. Temares brings strong leadership to the Board. His broad experience with the University of Miami as CIO and Vice President for Information Technology, and as Dean of the College of Engineering, as well as his experience serving on other boards, provides additional perspective on our business.

Angel Medina became a Director and Chair of our Nominating and Corporate Governance Committee on February 5, 2010 and serves as a member of our Audit Committee and Compensation Committee. From 2000 until recently, Mr. Medina served as Area President for Regions Bank in South Florida, with responsibility for all lines of business. Mr. Medina is also on the executive committee of Latin Builders Association, serves on the board of trustees of Public Health Trust – Jackson Health Systems and the board of directors of the Beacon Council, Florida International University, and the United Way of Miami Dade.

Key Attributes, Experience and Skills

Through his experience in the financial sector, along with his experience as a board member of other companies, Mr. Medina brings extensive financial expertise and perspectives to the Board and the issues facing our Company.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Harley L. Rollins, III has served as our Chief Financial Officer, Secretary and Treasurer since September 2004. From January 2002 until September 2004, Mr. Rollins was President, Chief Executive Officer and Chairman of the Board of Directors of TVC Telecom, Inc., an international long distance carrier serving primarily the Caribbean and Latin America. From May 1997 to March 2001, Mr. Rollins served as Chief Financial Officer of Technology Control Services, Inc. (“TCS”), a telecommunications software provider. During his tenure at TCS, Mr. Rollins also served as Managing Director of Interglobe Telecommunications, Ltd., a London-based telecommunications provider. Mr. Rollins has also served as the Director of Finance, Treasury and External Reporting for US One Communications Corporation, a competitive local exchange carrier, Director of Finance and SEC Reporting at TresCom International, Inc., a publicly-traded international telecommunications company, and auditor and tax associate for Deloitte and Touche LLP. Mr. Rollins holds a Bachelor of Arts in Business Administration and a Masters in Accountancy from the University of Georgia.

Javier Rodriguez has served as our Vice President of Marketing since March 2008. With more than 20 years’ experience in the technology industry, Mr. Rodriguez has helped develop, deploy and market solutions for IT services and communications industry, including network service providers, enterprise customers and facility-based services companies. From February 2003 to July 2007, he served in several senior positions including chief marketing officer of Terremark Worldwide, Inc., a provider of data center services, where he was responsible for corporate and product marketing, brand management, development of the company’s channel strategy, vendor and partner relationships and general corporate communications. From 2001 through January 2002 he served as director of technology for Telefónica Data USA, a subsidiary of Telefónica de España, a global telecommunications provider. At Telefónica, he was responsible for identifying new technology products and services for the U.S. commercial market and was involved in the development of the company’s managed services strategy. In addition, previous roles included vice president of managed services for Esavio Corporation, a provider of managed technology solutions to enterprise customers, where he participated in the development and marketing of innovative solutions to the marketplace. Mr. Rodriguez holds a Bachelor’s degree in management information systems from Florida International University, Miami, FL.

There is no family relationship between any of our directors or executive officers. There are no arrangements between any of our directors and any other person pursuant to which he/she was, or will be, selected as a director.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires all of our directors and executive officers, and persons who are the beneficial owner of more than 10% of our common stock to file, with the SEC, reports of ownership indicating their ownership of our equity securities and to report any changes in that ownership. Specific due dates for these reports have been established, and we are required to report any failure to comply therewith during the fiscal year ended December 31, 2009. Based on our records and other information, we believe that all of these filing requirements were satisfied by our directors, executive officers and beneficial owners of more than 10% of our common stock, except that:

•

Pete R. Pizarro inadvertently failed to timely file his Form 4 upon receiving options to purchase shares of our common stock in June 2009.

•

Harley L. Rollins, III inadvertently failed to timely file his Form 4 upon receiving options to purchase shares of our common stock in June 2009.

•

Charles J. Fernandez inadvertently failed to timely file his Form 4 upon receiving options to purchase shares of our common stock in June 2009.

•

M. Lewis Temares inadvertently failed to timely file his Form 4 upon receiving options to purchase shares of our common stock in June 2009.

In making the above statements, we have relied on copies of the reporting forms received by us or on the written representations from certain reporting persons that no Forms 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the SEC.

Code of Ethics

We have a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer. We are committed to the highest standards of ethical and professional conduct, and the code provides guidance in how to uphold these standards. The code consists of basic standards of business practice as well as professional and personal conduct. The code is filed as Exhibit 14.1 to our Annual Report for the year ended December 31, 2006 and is publicly available on our website at www.elandiagroup.com. We will provide any person, without charge, upon request, a copy of the code. Please address such requests to us, in writing. Any substantive amendments to the code and any grant of waiver from a provision of the code (to the extent applicable to the principal executive officer, principal financial officer or principal accounting officer) will be promptly disclosed by us in a Current Report on Form 8-K. Our Nominating and Corporate Governance Committee has been charged with monitoring, overseeing, and reviewing compliance with the code.

Certain Corporate Governance Matters

Board’s Role in Risk Oversight

One of the many duties of the Board is to provide oversight of our risk management policies and practices to ensure that the appropriate risk management systems are employed throughout the Company. We face a broad array of risks, including market, operational, strategic, legal, political and financial risks. The Board exercises its role of risk oversight in a variety of ways, including the following:

•

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.

Stockholder Director Nomination Process

The policy of our Nominating and Corporate Governance Committee is to consider properly submitted recommendations for candidates to the Board of Directors from stockholders. In evaluating such recommendations, the Nominating and Corporate Governance Committee seeks to achieve a balance of experience, knowledge, integrity and capability on the Board of Directors. We seek candidates of diverse background, education, skills, age and expertise with a proven record of accomplishment and the ability to work well with others. In addition, each director must be able to direct the Company in the best interests of the stockholders. Any stockholder recommendations for consideration by the Nominating and Corporate Governance should include the candidate’s name, biographical information, information regarding any relationships between the candidate and eLandia within the last three years, at least three personal references, a statement of recommendation of the candidate from the stockholder, a description of the shares of eLandia beneficially owned by the stockholder, a description of all arrangements between the candidate and the recommending stockholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate’s willingness to serve on the board and a written indication to provide such other information as the Nominating and Corporate Governance Committee may reasonably request. There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or otherwise. Stockholder recommendations to the Board of Directors should be sent to:

eLandia International Inc.

Attn: Corporate Secretary

8200 NW 52nd Terrace, Suite 102

Doral, FL 33166

Audit Committee Information

The members of our Audit Committee currently are Messrs. Fernandez, Temares and Medina, each of whom are independent directors as defined under Nasdaq Stock Market rules and the standards established under the Exchange Act and the rules and regulations promulgated thereunder applicable to audit committees. Mr. Fernandez serves as the Chairperson of the Committee and our Board of Directors has determined that he qualifies as an “audit committee financial expert”, as that term is defined by applicable SEC regulations.

ITEM 11.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following table summarizes compensation awarded to, earned by, or paid by the Company to its named executive officers for each of the last two completed fiscal years whose total compensation exceeded $100,000 for the fiscal year ended December 31, 2009 (collectively, the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE


Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($) (1)			Option Awards ($) (1)		All Other Compensation ($) (2)			Total ($)
Pete Pizarro Chief Executive Officer	2009	$	375,000	$	375,000	$	—		$	190,000	$	37,485	(4)	$	977,485
Pete Pizarro Chief Executive Officer	2008	$	294,687	$	825,000	$	562,500	(3)	$	1,281,480	$	20,000	(4)	$	2,983,667

Harley L. Rollins, III Chief Financial Officer	2009	$	250,000	$	—	$	—		$	78,850				$	328,850
Harley L. Rollins, III Chief Financial Officer	2008	$	184,574	$	125,000	$	—		$	688,900				$	998,474

Javier Rodriguez Vice President of Marketing	2009	$	200,000	$	40,000	$	—		$	—				$	240,000
Javier Rodriguez Vice President of Marketing	2008	$	150,000	$	—	$	—		$	180,000				$	330,000

(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 bnefits, 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)

On March 10, 2008, we granted Mr. Pizarro 750,000 restricted shares of common stock, vesting monthly over a three year period. In connection with the February 6, 2009 amendment to Mr. Pizarro’s Executive Employment Agreement, all unvested shares of common stock granted to Mr. Pizarro immediately vested, and all contractual restrictions with respect to such shares were terminated.

(4)	Mr. Pizarro received a car allowance of $24,000 and $10,000 and insurance benefits of $13,485 and $10,000 during 2009 and 2008, respectively.

As of December 31, 2009, we did not have any long-term incentive plans. The following table sets forth information concerning each outstanding equity award held by each of our Named Executive Officers at December 31, 2009. No options were exercised during the fiscal year ended December 31, 2009.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2009


	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	166,667	(1)	833,333	$	0.45	6/4/2019
	27,625	(2)	50,375	$	0.45	7/21/2018
	1,365,875	(3)	1,756,125	$	0.45	3/10/2018

Harley L. Rollins, III	—	(4)	415,000	$	0.45	6/4/2019
	129,688	(5)	285,312	$	0.45	9/2/2018

Javier Rodriguez	218,750	(6)	281,250	$	0.45	3/15/2018

(1)	The 1,000,000 options granted to Mr. Pizarro on June 4, 2009 vest monthly over a period of 3 years beginning February 6, 2009.

(2)	The 78,000 options granted to Mr. Pizarro on July 21, 2008 vest monthly over a period of 4 years from the date of grant.

(3)	The 3,122,000 options granted to Mr. Pizarro on March 10, 2008 vest monthly over a period of 4 years from the date of grant.

(4)	The 415,000 options granted to Mr. Rollins on June 4, 2009 vest over a period of 4 years from the date of grant, 25% on June 4, 2010, and then 1/36th of the remaining grant on the first day of each month thereafter.

(5)	The 415,000 options granted to Mr. Rollins on September 2, 2008 vest over a period of 4 years from the date of grant, 25% on September 2, 2009, and then 1/36th of the remaining grant on the first day of each month thereafter.

(6)	The 500,000 options granted to Mr. Rodriguez on March 15, 2008 vest over a period of 4 years from the date of grant, 25% on March 15, 2009, and then 1/36th of the remaining grant on the first day of each month thereafter.

Pension Benefit

We do not currently have any plans that provide for payments or other benefits at, following, or in connection with retirement.

Non-Qualified Deferred Compensation

We do not currently have any other defined contribution or other plan that provides for deferred compensation on a basis that is not tax-qualified.

Employment Agreements and Payments Upon Termination or Change of Control

A summary of our employment agreements with named executive officers is set forth below. The employment agreements with our Named Executive Officers provide for payments and benefits to the executive officer upon termination of employment by us without “Cause” (as defined in their individual employment agreements) following a “change of control” (also as defined in their individual employment agreements).

Pete Pizarro Employment Agreement

On February 15, 2008, we entered into an Executive Employment Agreement with Pete Pizarro as President, effective March 10, 2008. Additionally, Mr. Pizarro began serving as our Chief Executive Officer and principal executive officer on May 20, 2008. The employment agreement has an initial term that expires four years from the effective date but will automatically be extended for successive one-year terms unless either party gives written notice no less than 30 days prior to the end of the term to the other party of the desire not to renew the Employment Agreement. Mr. Pizarro receives a base salary of $375,000 and may also receive an annual performance bonus of up to 100% of his base salary in accordance with criteria to be set by our Board of Directors. Mr. Pizarro also received a signing bonus in the amount of $450,000.

During the period of employment, Mr. Pizarro is also entitled to additional benefits, including reimbursement of business expenses, paid vacation, an automobile and country club allowance equal to $2,000 per month, reimbursement of up to $10,000 per year to fund a personal life insurance and disability policy, a telephone allowance and participation in other company benefit plans or programs that may be available to other executives or employees of our company. Mr. Pizarro also received options to purchase up to 3,122,000 shares of our common stock, at an exercise price of $3.07 per share, and 750,000 shares of restricted stock. The options vest monthly over a period of four years. The restricted stock award initially vested monthly over a period of three years.

On February 6, 2009, we amended Mr. Pizarro’s employment agreement pursuant to which we agreed: (i) that the exercise price with respect to options to purchase 3,122,000 shares of our common stock previously granted pursuant to his employment agreement would be reduced from $3.07 to $0.45 per share; (ii) to grant Mr. Pizarro additional options to purchase 1,000,000 shares of our common stock at $0.45 per share, which options would vest equally on a monthly basis over a three-year period beginning February 6, 2009, if Mr. Pizarro remains continuously employed by us until each vesting date, subject to other terms and conditions; (iii) that all “unvested” shares of our common stock granted as part of a 750,000 share restricted stock award pursuant to his employment agreement would immediately vest, and all contractual restrictions with respect to such shares would be terminated; and (iv) that Mr. Pizarro’s full bonus for 2008 in the amount of $375,000 would be paid promptly following the execution of the amendment. In addition, the employment agreement was further amended to provide that during 2009, Mr. Pizarro will be paid a guaranteed bonus of $375,000, payable in equal bi-monthly installments commencing the first payroll date of February 2009.

In the event of a termination of the employment agreement, by us for any reason other than “cause” (as defined below) by Mr. Pizarro for “good reason” (as defined below) or through non-renewal, Mr. Pizarro is entitled to a lump sum payment equal to two years of severance pay. Severance pay includes the base salary and fringe benefit compensation medical and dental insurance, personal life insurance and disability, and automobile and country club allowance. Mr. Pizarro will also be entitled to any accrued but unpaid vacation and compensation for any business or telephone expense.

For purposes of Mr. Pizarro’s agreement, “cause” means any of the following:

•

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;

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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.

We are required to give Mr. Pizarro a notice of termination stating that he committed one of the types of conduct set forth above and specifying the details thereof and he then has a 15-day period to cure such conduct (if possible).

For purposes of Mr. Pizarro’s agreement, a “change in control” means any of the following:

•

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.

For purposes of Mr. Pizarro’s agreement, “good reason,” shall mean, among other things,

•

any relocation of our principal office to a location outside of Broward or Miami-Dade counties, Florida,

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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.

Harley L. Rollins, III

On November 10, 2008, effective September 1, 2008, we entered into an Executive Employment Agreement with Harley L. Rollins, III, our CFO, which superseded and replaced all previous employment agreements and amendments. The employment agreement is for a three-year term, unless terminated sooner; thereafter, the employment agreement shall automatically renew for successive one-year terms. Under the terms of the employment agreement, Mr. Rollins receives an annual base salary of $250,000 and he may also receive an annual performance bonus of up to 50% of his base salary, based upon a written bonus plan to be approved by our Board of Directors. The 2008 bonus, in the amount of $125,000, was paid in September 2008. Mr. Rollins was also granted an option to purchase 415,000 shares of our common stock. The option has a four-year term and an exercise price equal to $3.08 per share. In the event of a termination of the employment agreement, by us for any reason other than “cause” (as defined below) by Mr. Rollins for “good reason” (as defined below), Mr. Rollins is entitled to payment in installments equal to one year of severance pay. Severance pay includes the base salary and fringe benefit compensation, and automobile allowance.

In the event of a termination by us without “cause,” Mr. Rollins shall be entitled to severance in an amount equal to his annual base salary for 12 months and a waiver of any lapse provisions of stock options or restricted stock grants, made by us, that have vested. For purposes of Mr. Rollins’ employment agreement, “cause” means a determination in good faith by our Board of Directors that he has:

•

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

In the event of a change in control, Mr. Rollins shall have the right to terminate his employment under the employment agreement within one year of a “change in control” which, for purposes of Mr. Rollins’ employment agreement, means:

•

a sale of all or substantially all of our assets;

•

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.

For purposes of Mr. Rollins’ agreement, “good reason,” shall mean, among other things,

•

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

Javier Rodriguez

On March 26, 2008, we entered into an Executive Employment Agreement with Javier Rodriguez, our Vice President of Marketing. The employment agreement is for a three-year term, unless terminated sooner; thereafter, the employment agreement shall automatically renew for successive one-year terms. Under the terms of the employment agreement, Mr. Rodriguez receives an annual base salary of $200,000 and he may also receive an annual performance bonus of up to 50% of his base salary, based upon a written bonus plan to be approved by our Board of Directors. Mr. Rodriguez was also granted options to purchase 500,000 shares of our common stock. The option has a four-year term and an exercise price equal to $3.07 per share. In the event of a termination of the employment agreement, by us for any reason other than “cause” (as defined below) by Mr. Rodriguez for “good reason” (as defined below), Mr. Rodriguez is entitled to payment in installments equal to one year of severance pay. Severance pay includes base salary, fringe benefit compensation, and an automobile allowance.

In the event of a termination by us without “cause,” Mr. Rodriguez is entitled to severance in an amount equal to his annual base salary for 12 months and a waiver of any lapse provisions of stock options or restricted stock grants, made by us, that have vested. For purposes of Mr. Rodriguez’ employment agreement, “cause” means a determination in good faith by our Board of Directors that he has:

•

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

In the event of a change in control, Mr. Rodriguez shall have the right to terminate his employment under the employment agreement within one year of a “change in control” which, for purposes of Mr. Rodriguez’ employment agreement, means:

•

a sale of all or substantially all of our assets;

•

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.

For purposes of Mr. Rodriguez’ agreement, “good reason,” shall mean, among other things,

•

assignment of duties that are materially inappropriate for his position

•

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.

Director Compensation

On May 28, 2008, our Board of Directors, based on a recommendation of our Compensation Committee, adopted our director compensation policy. In accordance with that policy, our non-employee directors each earn cash compensation of $32,000 per year for services rendered in their capacity as directors and the lead director earns cash compensation of $50,000 per annum. In addition, the chairperson of the Audit Committee receives an additional $16,000 per year and the chairperson of each of the other committees receives an additional $11,000 per year. Finally, each non-employee director receives $30,000 in stock options of our common stock in their initial year of Board service and is entitled to receive an additional $15,000 in stock options of our common stock each year thereafter. In addition, all directors receive reimbursement of travel expenses incurred in connection with board and committee meeting attendance. Attendance fees are paid to the directors ($2,000 for each regular Board of Directors meeting and $1,000 for each regularly scheduled committee meeting), for a maximum of six Board of Directors meetings and six committee meetings. Director fees are paid on a quarterly basis and, at our discretion.

The following table sets forth information for the fiscal year ended December 31, 2009 regarding compensation of our Directors who are not also Named Executive Officers:


Name	Fees Earned or Paid in Cash ($)		Option Awards ($) (1)		All Other Compensation ($) (2)		Total

Charles J. Fernandez	$	88,000	$	2,850	$	—	$	90,850

M. Lewis Temares	$	79,400	$	3,800	$	—	$	83,200

⁽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 2009 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.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each of our directors, (ii) each of our named executive officers (as defined by Item 402(a)(3) of the Regulation S-K promulgated under the Securities Exchange Act of 1934), (iii) all of our directors and executive officers as a group, and (iv) each person known to us to beneficially own more than 5% of our outstanding common stock. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all of our common stock owned by them.

Common Stock


	Beneficial Ownership
Name and Address	Number of Shares (1)	Percent of Total (2)

Directors and Named Executive Officers
Pete Pizarro⁽³⁾	15,175,119	51.0	%
Harley L. Rollins, III⁽⁴⁾	412,186	1.5	%
Javier Rodriguez⁽⁵⁾	260,471	*
Charles “Carlos” J. Fernandez⁽⁶⁾	76,882	*
M. Lewis Temares⁽⁷⁾	48,134	*
All current executive officers and directors as a group (4 persons)	15,972,738	57.6	%

Beneficial Owners of More Than 5% Stock

Jorge Alvarado Amado⁽⁸⁾	2,632,161	9.4	%

*	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 2,032,389 shares of common stock underlying stock option grants which are currently exercisable or which will vest and become exercisable within the next 60 days. In addition, of this amount, 12,364,377 shares of common stock represents shares of our capital stock which Mr. Pizarro holds in his capacity as trustee under that certain Voting Trust Agreement, dated February 6, 2009, by and among Mr. Pizarro, the Company and SIBL. Mr. Pizarro, as trustee, has the full power and authority to vote the deposited shares in his judgment as may be in the best interest of the Company, subject only to certain restrictions set forth in the Voting Trust Agreement. The Voting Trust Agreement will terminate on the earlier of (a) five years from the date of the agreement, (b) the consummation of a change in control transaction, or (c) the date upon which SIBL owns less than 25% of our common stock. In accordance with terms of the Voting Trust Agreement, SIBL has no voting rights with respect to the shares of capital stock subject to the trust (subject only to certain limited voting rights pertaining to changes to the rights, preferences and privileges of the Series B Convertible Preferred Stock). Additionally, SIBL has no dispositive power with respect to such shares of capital stock until the expiration of the 30-month period following the date of the Voting Trust Agreement at which time SIBL is permitted to instruct the trustee to transfer, during any three month period, an amount of shares of our common stock equivalent to 1% of the then total outstanding shares of common stock. Accordingly, as of the date of this Consent Statement and in accordance with Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934, SIBL has not been listed as a beneficial owner of any of these shares of capital stock. From and after the expiration of the 30-month period following the date of the Voting Trust Agreement, SIBL will be shown as a beneficial owner as to shares of our common stock which it may transfer in accordance with the terms of the Voting Trust Agreement.

(4)	Includes 278,984 shares underlying stock option grants which have vested or will vest within the next 60 days.

(5)	Includes 260,417 shares underlying stock option grants which have vested or will vest within the next 60 days.

(6)	Includes 67,500 shares underlying stock option grants which have vested or will vest within the next 60 days.

(7)	Includes 39,375 shares underlying stock option grants which have vested or will vest within the next 60 days.

(8)	Includes 132,161 shares of underlying stock option grants which have vested or will vest within the next 60 days.

The determination that there were no other persons, entities, or groups known to the Company to beneficially own more than 5% of the Company’s common stock was based on a review of the Company’s internal records and of all statements filed with respect to the Company since the beginning of the past fiscal year with the Securities and Exchange Commission pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.

Preferred Stock

Our Series B Convertible Preferred Stock (“Series B Preferred Stock”) is the only issued and outstanding class of preferred stock of eLandia. All of the outstanding Series B Preferred Stock is owned by SIBL and is held in the Voting Trust under the terms of the Voting Trust Agreement. The Series B Preferred Stock has limited voting rights.

Equity Compensation Plan Information

As of December 31, 2009, we had two equity compensation plans that were approved by the stockholders. The 2007 Stock Option and Incentive Plan (“2007 SOIP”), which authorizes the issuance of equity grants of up to 2,606,700 shares to certain key employees, and the 2008 Executive Incentive Plan (“2008 Plan”), which authorizes the issuance of options, restricted stock awards, unrestricted stock awards, deferred stock awards, performance grants and incentive awards. The 2008 Plan provides for the issuance of both incentive stock options (“ISO’s”) and non-qualified stock options (“NQO’s”). ISO’s may only be granted to officers and employees and NQO’s may be granted to directors, officers, employees, consultants and advisors. We have reserved 7,744,000 shares of common stock for issuance under the 2008 Plan.

The following table sets forth information with respect to equity compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance as of December 31, 2009:


	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 securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	7,622,875	$	2.39	4,483,825
Equity compensation plans not approved by security holders	—	$	—	—

Total	7,622,875	$	2.39	4,483,825

Our stock option plan provides for a proportionate adjustment to the number of shares reserved for issuance in the event of any stock dividend, stock split, combination, recapitalization, or similar event.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Since January 1, 2008, we have not been a party to, and we have no plans to be a party to, any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any current director, executive officer, holder of more than 5% of our capital stock, or entities affiliated with them, had or will have a material interest other than in the transactions described below. The descriptions set forth below are qualified in their entirety by reference to the applicable agreements, copies of which are filed as exhibits to this Annual Report.

Stanford International Bank Ltd.

Convertible Note Dated February 16, 2007

On February 16, 2007, in connection with the acquisition of Latin Node, we entered into a Convertible Note Purchase Agreement with SIBL, pursuant to which we issued a convertible promissory note in the amount of $25.3 million and a warrant granting SIBL, and its assigns, the right to purchase up to 1,518,000 shares of common stock at $5.00 per share exercisable for a period of 7 years, with an aggregate fair value of $4,235,220. The Note had a four year term, with all principal being due and payable at maturity, and bore interest at an annual rate of 10%, accruing from issuance and payable on the 24-month anniversary of the date of the Note and then quarterly thereafter. We used the proceeds of this Note (i) to provide bridge financing to, and to acquire a controlling interest in Latin Node; (ii) to refinance $3,300,000 of principal under a previously outstanding note payable to SIBL; and (iii) for general working capital purposes. The Note was secured by a pledge of all of the shares of capital stock of Latin Node held by us at any time. As part of the fees for facilitating this transaction, we issued Stanford Group Company (“SGC”), an affiliate of SIBL, warrants to purchase 200,000 shares of our common stock. The warrants, which had a fair value of $558,728, were exercisable for 7 years at an exercise price of $5.00 per share.

The Note was convertible at the option of SIBL, in whole or in part, into shares of Series A Convertible Preferred Stock at an initial conversion price of $5.00 per share. The conversion price was adjustable only for standard anti-dilution provisions such as stock splits, stock dividends and similar types of recapitalization events.

Convertible Note Dated June 25, 2007

On June 25, 2007, we entered into a second convertible note purchase agreement with SIBL, pursuant to which we issued a convertible promissory note in the amount of $5.0 million and a warrant granting SIBL, and its assigns, the right to purchase up to 300,000 shares of common stock at $5.00 per share, with an aggregate fair value of $837,000. The Note had a four year term, with all principal being due and payable at maturity, and bore interest at an annual rate of 10%, accruing from issuance and payable on the 24-month anniversary of the date of the Note and then quarterly thereafter. The Note was convertible at the option of SIBL, in whole or in part, into shares of Series A Convertible Preferred Stock at an initial conversion price of $5.00 per share. We used the proceeds solely to fund the operations of Latin Node. The Note was secured by a pledge of all of the shares of capital stock of Latin Node held by us at any time. As part of the fees for facilitating this transaction, we issued SGC warrants to purchase 50,000 shares of our common stock. The warrants, which had a fair value of $139,682, were exercisable for 7 years at an exercise price of $5.00 per share.

Conversion of Convertible Notes

On June 30, 2008, SIBL converted the aggregate principal amount of $30,300,000 outstanding under the two convertible promissory notes dated February 16, 2007 and June 25, 2007. The convertible notes were converted into 6,060,000 shares of our Series A Convertible Preferred Stock and, simultaneously, all of such 6,060,000 shares of Series A Convertible Preferred Stock were converted into 6,060,000 shares of our common stock, at a conversion price of $5.00 per share.

Collateral Participation Agreement

On February 28, 2008, we entered into a Collateral Participation Agreement with SIBL. Pursuant to the Collateral Participation Agreement, we granted SIBL various participation rights to the collateral previously granted to Laurus under the terms of the loan by Laurus to Latin Node and assigned to us pursuant to an assignment agreement. The participation rights served as additional collateral securing our obligations to SIBL under certain loans previously made to us in the aggregate principal amount of $30.3 million. The participation rights include the right to declare an event of default under the loan to Latin Node and to receive payments from Latin Node thereunder. The Collateral Participation Agreement was terminated on June 30, 2008 in connection with SIBL’s conversion of their $30.3 million convertible promissory notes.

February 2008 Financing

Effective February 20, 2008, we entered into a Preferred Stock Purchase Agreement (“Preferred Stock Agreement”) pursuant to which SIBL agreed to purchase from us for an aggregate purchase price of $40,000,000 (i) up to 5,925,926 shares of our Series B Preferred Stock and (ii) warrants granting to SIBL, and/or its assigns, the right to purchase up to 4,158,000 shares of our common stock. The shares of Series B Preferred Stock were, at the option of SIBL, convertible, in whole or in part, into shares of our common stock at a conversion price of $6.75 per share. The warrants were exercisable by SIBL and its assigns for seven years and have an exercise price of $0.001 per share. The proceeds received by us pursuant to the Preferred Stock Agreement were to be used to make acquisitions and for general working capital needs.

Pursuant to the terms of a First Amendment to the Preferred Stock Purchase Agreement executed February 29, 2008, SIBL accelerated the funding of $8 million under the Preferred Stock Agreement through the purchase of 1,185,185 shares of Series B Preferred Stock and warrants to purchase 4,158,000 of our common stock on February 28, 2008. We used the proceeds of this funding to pay Laurus Master Fund Ltd. (“Laurus”) for our purchase of Latin Node’s debt of approximately $7 million, and the balance was used for our general working capital needs.

As of December 31, 2008, SIBL funded the remaining $32,000,000 under the Preferred Stock Agreement through the purchase of 4,740,741 shares of our Series B Preferred Stock at $6.75 per share resulting in net proceeds of $31,750,000 (gross proceeds of $32,000,000 less offering costs of $250,000).

SIBL also agreed to purchase, during the 90-day period following December 31, 2008, an additional $20 million of Series B Preferred Stock at $6.75 per share, along with warrants to purchase up to 2,079,111 shares of our common stock at an exercise price of $0.001 per share (the “Additional Funding”).

On September 5, 2008 and September 17, 2008, in connection with SIBL’s purchase of our common stock from certain of our stockholders, we entered into amendments to the Preferred Stock Purchase Agreement and Bridge Loan Agreement. Pursuant to the amendments, the Additional Funding purchase obligation of SIBL was reduced from $20,000,000 to $15,798,275 and we agreed to issue 1,643,000 warrants associated with the Additional Funding to SIBL and its assigns. Additionally, pursuant to the amendments, the funding schedule for the Additional Funding was modified to provide for five installments commencing September 12, 2008 and ending on September 30, 2008.

As of December 31, 2008, we issued 2,340,485 shares of Series B Preferred Stock and warrants to purchase 1,643,000 shares of common stock resulting in net proceeds of $15,785,517. The 1,643,000 warrants issued are exercisable by SIBL and its assigns for seven years and have an exercise price of $.001 per share.

Bridge Loan Agreement

On July 21, 2008, we entered into a credit agreement with SIBL (the “Bridge Loan Agreement”), pursuant to which SIBL agreed to provide a loan to us in the principal amount of up to $40 million. The Bridge Loan Agreement was amended and, pursuant to these amendments, the maturity date was extended to June 30, 2011. Also, the interest rate was modified to 6% with payments of interest due on December 31, 2009, December 31, 2010 and June 30, 2011. In addition, we had the option, with respect to any interest payment, to pay interest in cash or in shares of our common stock based upon the average closing bid and asked prices for our common stock for the 20 trading days prior to the applicable interest payment date. In addition, at the request of SIBL, the loan funding schedule for the unfunded balance of the loan as of the November 14, 2008 amendment, in the amount of $28 million, was modified to provide for nine installments during the first quarter of 2009 commencing on February 5, 2009.

On February 6, 2009, as part of a modification to our capital structure, we entered into a Modification Agreement and a Fourth Amendment with SIBL. Pursuant to the Modification Agreement:

•

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. This included the release of guarantees granted by our subsidiaries, eLandia South Pacific Holdings, Inc. and eLandia Technologies, Inc. (the “Guarantors”), for the benefit of SIBL. In addition, pursuant to the Fourth Amendment, all security interests and other liens granted to SIBL under securities pledge agreements executed by us and each of the Guarantors were satisfied and discharged and all collateral pledged was released;

•

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 providing that the following actions cannot be taken without prior approval of the holders of the majority of the Series B Preferred Stock outstanding: (a) any change to the rights, preferences or privileges of the Series B Preferred Stock; or (b) the creation of a new class or series of stock superior to the Series B Preferred Stock.

•

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, however, the Voting Trustee has not surrendered the 1,801,740 shares of common stock for cancellation pending relief from a February 16, 2009 court order in the matter of SIBL.

In accordance with the court order issued by the United States District Court on February 16, 2009, we have not canceled any shares of our common stock, nor have we issued any shares of our Series B Preferred Stock or converted any shares of our Series B Preferred Stock into common stock pursuant to the terms of the Modification Agreement.

In connection with the termination of the Bridge Loan Agreement, SIBL agreed to place 12,364,377 shares of our common stock and 4,118,263 shares of Series B Preferred Stock, representing all shares of our capital stock then owned by SIBL, into a voting trust. Pursuant to a Voting Trust Agreement, SIBL appointed Mr. Pizarro to act as the trustee. With certain limited exceptions, Mr. Pizarro was granted discretionary voting power with respect to all shares of stock placed in the voting trust by SIBL. However, Mr. Pizarro is required to vote the shares in accordance with and in the same proportion as the holders of the remaining outstanding shares of our common stock voting on any of the following matters (which will be determined by a vote of the shares other than those represented by the voting trust certificates): (i) the sale of the Company whether by merger, consolidation, sale of all or substantially all the assets or other similar transaction; and (ii) if the Company desires to increase the amount of shares of our common stock issuable pursuant to any stock option or other equity plan in an amount exceeding the greater of 9,500,000 shares of our common stock or 15% of the total amount of outstanding common stock. Additionally, SIBL retained its right to vote with respect to certain issues pertaining to the Series B Preferred Stock including any change to the rights, preferences or privileges of the Series B Preferred Stock or the creation of a new class or series of stock superior to the Series B Preferred Stock.

Under the Voting Trust Agreement, SIBL has agreed that the shares in the voting trust may not be transferred during the term of the voting trust. Notwithstanding these lock up provisions, SIBL may instruct the trustee to transfer, during any three month period, an amount of shares of our common stock equivalent to 1% of the then total outstanding shares of common stock. Any such transfers must be made in compliance with the limitations of Rule 144 under the Securities Act of 1933. The Voting Trust Agreement will terminate on the earlier of (a) five years from the date of the agreement, (b) the consummation of a change in control transaction, or (c) the date upon which SIBL owns less than 25% of our common stock.

Securities Purchase Agreement with Jorge Alvarado Amado

On July 17, 2009, we consummated a purchase and sale transaction under a Securities Purchase Agreement effective as of July 1, 2009 (the “30% Purchase Agreement”) with Jorge Alvarado Amado (“Alvarado”). Pursuant to the 30% Purchase Agreement, we purchased 3,000,000 Common Units (“30% Units”) of Desca Holding LLC (“Desca”) for an aggregate purchase price of $1.9 million, as described below. As a result of our purchase under the 30% Purchase Agreement, effective July 1, 2009, we settled the noncontrolling interest purchase price obligation with Alvarado and Desca became our wholly-owned subsidiary.

Under the terms of the 30% Purchase Agreement we have:

(i)

made a payment to Alvarado of $500,000 in cash,

(ii)

executed and delivered to Alvarado a $500,000 promissory note payable on July 1, 2010, 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

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

one-half of such shares were delivered to Alvarado.

The promissory note provides for interest to accrue at 6% per annum and all payments of principal and accrued interest to be paid on the maturity date of July 1, 2010. The 30% Purchase Agreement provides that the purchase price will be reduced to the extent that the value of Desca’s net assets at closing is determined to be less as compared to June 30, 2010. Alvarado will be responsible to pay us an amount equal to 30% of any deficiency and such amount will be deemed a claim for indemnification under the 30% Purchase Agreement.

In addition to the purchase price described above, we agreed to pay to Alvarado contingent consideration (the “Contingent Consideration”) in the event Desca achieved certain financial performance targets for 2009 identified in the 30% Purchase Agreement. The aggregate amount of the Contingent Consideration was, at Alvarado’s option, payable as follows: (i) up to an additional maximum amount of 5,000,000 restricted shares of our common stock, (ii) payment of up to a maximum amount of $8,000,000 in cash to be evidenced by an additional non-interest bearing promissory note payable on December 31, 2013, or (iii) up to an additional maximum amount of 2,500,000 restricted shares of our common stock and payment of up to an additional maximum amount of $4,000,000 in cash to be evidenced by an additional non-interest bearing promissory note payable on December 31, 2013. However, pursuant to the terms of the Purchase Agreement and as a result of Desca’s financial performance targets for 2009, we were not required to pay the Contingent Consideration.

All but 1,250,000 shares of our common stock constituting part of the purchase price, as well as any additional shares of our common stock constituting amounts of Contingent Consideration, were deposited with an escrow agent to be held and released over a 4-year period, as described below. All shares of our common stock held in escrow are available to satisfy any claim by us for indemnification under the 30% Purchase Agreement. All shares of our common stock constituting part of the purchase price will be held in escrow for a period of two years following the closing; however, if such shares become eligible for resale by Alvarado pursuant to Rule 144 under the Securities Act of 1933, such shares may be sold by Alvarado, but only so long as Alvarado makes arrangements acceptable to us for the immediate deposit of the net cash proceeds into escrow to be held in accordance with the terms thereof. All promissory notes issued by us in connection with the 30% Purchase Agreement, are subject to setoff to satisfy any indemnification claims we may have against Alvarado.

At the closing of the 30% Purchase Agreement, Alvarado also entered into a two-year amended and restated employment agreement pursuant to which he will serve as chief executive officer of our Networking Group. Alvarado also executed a non-compete agreement containing customary non-compete, non-solicitation, non-disclosure and non-disparagement covenants. Finally, eLandia and Alvarado executed a termination and release agreement pursuant to which each of the parties agreed to terminate certain prior agreements and to release any claims the parties may have had against one another arising prior to the date of the 30% Purchase Agreement.

Director Independence

As of the date of this Annual Report, we do not have securities listed on a national securities exchange or in an inter-dealer quotation system. As such, there is no requirement that a majority of the members of our Board of Directors be independent. Nonetheless, our Board of Directors, in the exercise of reasonable business judgment, determined that a majority of our directors should qualify as independent directors pursuant to SEC rules and regulations and the independence standards of the listing requirements of The NASDAQ Stock Market. Under these standards, a director is not “independent” if he has certain specified relationships with the company or any other relationships that, in the opinion of the Board, would interfere with his exercise of independent judgment as a director.

In particular and subject to some exceptions, the NASDAQ rules generally provide that a director will not be independent if:

•

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.

Based on its review of the foregoing standards, the Board of Directors has affirmatively determined, that our independent directors are: Charles J. Fernandez, M. Lewis Temares and Angel Medina. Mr. Pizarro is our principal executive officer and is not independent.

The Board of Directors has established several committees to assist it in fulfilling its responsibilities:

•

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).

All of the members of the committees are nominated by the Nominating and Corporate Governance Committee and appointed by the Board of Directors. Members of these committees are elected annually at the Board of Directors’ meeting following the annual meeting of stockholders. Each of these committees is composed entirely of independent directors and operates under a charter approved by the Board of Directors setting out the purposes and responsibilities of the committee.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The firm of Marcum, LLP (“Marcum”), an independent registered public accounting firm, served as our auditors for the quarters ending March 31, 2009 and June 30, 2009. On October 27, 2009, our Audit Committee formally appointed Morrison Brown Argiz & Farra, LLP (“MBAF”) as the independent registered public accounting firm for the Company after approval by our Board of Directors. MBAF has served as our auditors for the fiscal year ending December 31, 2009.

Audit and Non-Audit Fees

The following table presents fees for professional audit services rendered by Marcum and MBAF for the reviews and audit of our annual financial statements for the year ended December 31, 2009 and fees billed for other services rendered by Marcum and MBAF during those periods.

Principal Accountant Fees and Services


	2009
Audit Fees ⁽¹⁾	$	1,027,000
Audit-Related Fees ⁽²⁾		—
Tax Fees ⁽³⁾	$	45,000
All Other Fees ⁽⁴⁾

Total	$	1,072,000

⁽¹⁾

Audit fees consistent 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 consisted 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 consisted principally of assistance with taxation compliance, tax advice and tax planning.

⁽⁴⁾	“Other” services included products and services provided by our principal accountant, other than the services covered above.

Audit Committee Pre-Approval Policies and Procedures

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. In recognition of this responsibility, the Audit Committee established a policy to pre-approval all audit and permissible non-audit services provided by the independent auditor.

Prior to engagement of the independent auditor for the next year’s audit, we require management to submit a list of services and related fees expected to be rendered during that year within each of four categories of services to the Audit Committee for approval.

•

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.

Prior to engagement, the Audit Committee pre-approves independent auditor services within each category. We budget these fees and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditor. All of our non-audit services must be approved by the Audit Committee and persons, other than the auditor’s full-time permanent employees, must perform less than 50% of the hours expended on the auditor’s engagement.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decision to the Audit Committee at its next scheduled meeting.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.


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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ELANDIA INTERNATIONAL INC.

Date: June 1, 2010	By:	/s/ Pete R. Pizarro
		Pete R. Pizarro, Chairman of the Board (Chief Executive Officer)

Date: June 1, 2010	By:	/s/ Harley L. Rollins, III
		Harley L. Rollins, III, Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on June 1, 2010.


/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

				Director
Angel Medina

Exhibit Index


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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company