8-K

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):  May 29, 2009 (May 29, 2009)

ACCELERIZE NEW MEDIA, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	000-52635	20-3858769
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

12121 WILSHIRE BLVD., SUITE 322 LOS ANGELES, CALIFORNIA 90025

(Address of principal executive offices)                   (Zip Code)

(310) 903 4001

 (Registrant's telephone number, including area code)

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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 2.03  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDERAN OFF BALANCE SHEET ARRANGEMENT OF THE REGISTRANT.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

On May 5, 2008, Accelerize New Media, Inc. (the “Company”) previously reported on Form 8-K, the closing of a 10% convertible loan transaction, in the aggregate amount of $530,000, with 7 different lenders (the “10% Note”).

On March 26, 2009, the Company previously reported on Form 8-K, an interim closing of a 12% convertible loan transaction, in the aggregate amount of $617,000, with 16 different lenders, which was later increased to $637,000 by adding two additional lenders (the “12% Note”).

On May 29, 2009 the Company and the lenders entered amendments to both the 10% Note and the 12% Note (the “Amendments”). The Amendments provide for certain changes in the Terms of Repayment and the Lender’s Conversion Price provisions of both notes.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction where such offering would be unlawful.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

4.1           Amendment No. 2 to 10% Convertible Promissory Note.

4.2           Amendment No. 1 to 12% Convertible Promissory Note.

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.

Date: May 29, 2009 ACCELERIZE NEW MEDIA, INC.   By: /s/ Brian Ross Brian Ross President and Chief Executive Officer

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EX-4.1

EXHIBIT 4.1

AMENDMENT NO. 2

TO

ACCELERIZE NEW MEDIA, INC.

CONVERTIBLE PROMISSORY NOTE

THIS AMENDMENT NO. 2 (this “Amendment”) dated as of [_______ __, 2009],  entered by and between Accelerize New Media, Inc., a Delaware corporation (the “Borrower”), and [___________] (the “Lender”), to a certain 10% Convertible Promissory Note, dated [_______ __, 2008], in the original principal amount of [ _______ thousand dollars ($______)], executed by the Borrower and delivered to the Lender, as amended to date by Amendment No. 1 (the “Original Note”).

WHEREAS, the Borrower and the Lender have agreed to amend the Original Note by clarifying the Terms of Repayment and the Lender’s conversion price as described below.

NOW THEREFORE, it is hereby agreed:

1.           Definitions.  All of the defined terms that are used in this Amendment and not otherwise defined herein shall have the respective meanings assigned to them in the Original Note. All references to paragraph and section numbers in this Amendment shall be deemed references to paragraph and section numbers in the Original Note unless otherwise specified.

2.           Effect of Amendment.  As used in the Common Stock Purchase Warrant issued to the Lender in connection with the Original Note and all other instruments and documents executed in connection with the Original Note, any reference to the Note shall mean the Note as amended to date, including by this Amendment.

3.           Terms of Repayment. Section 1(d) of the Original Note is hereby amended by replacing it with the following:

“(d) Principal shall be due and payable on the Maturity Date, and subject to the following conditions, shall be payable at the option of the Lender in cash or shares of Common Stock as follows: (i) if the average Closing Price of the Common Stock on the last five (5) Trading Days prior to the Maturity Date is fifty cents ($0.50) or more, then the Lender may elect to have the Principal paid in shares of Common Stock. In such case, the number of shares of Common Stock to be issued to the Lender shall be determined by dividing the principal amount outstanding on the Maturity Date by fifty cents ($0.50); (ii) if the average Closing Price of the Common Stock on the last five (5) Trading Days prior to the Maturity Date is less than fifty cents ($0.50), then the Principal may only be paid in cash.”

4.           Lender’s Conversion Price. The first paragraph of Section 3 of the Original Note is hereby amended by replacing it with the following:

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“The Lender shall have the option, at any time on or after July 30, 2008, but before the Maturity Date, to convert the outstanding Principal of this Note into fully-paid and nonassessable shares of Common Stock at the Lender’s Conversion Price (as defined below) described below by providing the Borrower with a written notice (“Lender’s Conversion Notice”) in the form attached hereto as Exhibit A.  As used herein, the term “Lender’s Conversion Price” means, as applicable, the lesser of: (i) fifty cents ($0.50) per share of Common Stock; or (ii) if at any time prior to the Maturity Date the Borrower enters into a New Transaction (as defined below), the Lender’s Conversion Price shall be the New Transaction Price, if lower than fifty cents ($0.50) per share of Common Stock. As used herein, the term “New Transaction Price” means the lowest effective purchase price, conversion price or exercise price, as the case may be, in a New Transaction.  As used herein, the term “New Transaction” means any transaction entered into, directly or indirectly, by or for the benefit of the Borrower after the date hereof and before the Maturity Date, pursuant to which shares of Common Stock, or securities convertible or exercisable into shares of Common Stock, are issued by the Borrower, except shares of Common Stock issued under the Accelerize New Media Stock Option Plan.”

5.           Representations and Warranties. In order to induce the Lender to enter into this Amendment, Borrower hereby represents and warrants that this Amendment has been duly authorized, executed and delivered by all necessary corporate action of the Borrower and each of this Amendment and the Original Note, as amended hereby, constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its respective terms. Borrower further represents and warrants that no act or event has occurred and is continuing that violates, is in conflict with, results in a breach of or constitutes an event of Default under the Original Note.

6.           Limited Nature.  The amendments set forth herein are limited precisely as written and shall not be deemed to (a) be a consent to any waiver of, or modification of, any other term or condition of the Note, or (b) prejudice any right or rights which the Lender may now have or may have in the future under or in connection with the Note. Except as expressly amended hereby, the terms and provisions of the Original Note shall remain in full force and effect.  If any term, covenant or condition of this Amendment shall be held to be invalid, illegal or unenforceable in any respect, this Amendment shall be construed without such provision.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first above written.

ACCELERIZE NEW MEDIA, INC..

By:____________________________________

Name: Brian Ross

Title: President and Chief Executive Officer

[LENDER]

By:____________________________________

Name:

Title:

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EX-4.2

EXHIBIT 4.2

AMENDMENT NO. 1

TO

ACCELERIZE NEW MEDIA, INC.

CONVERTIBLE PROMISSORY NOTE

THIS AMENDMENT NO. 1 (this “Amendment”) dated as of [_______ __, 2009],  entered by and between Accelerize New Media, Inc., a Delaware corporation (the “Borrower”), and [___________] (the “Lender”), to a certain 12% Convertible Promissory Note, dated [_______ __, 2009], in the original principal amount of [ _______ thousand dollars ($______)], executed by the Borrower and delivered to the Lender (the “Original Note”).

WHEREAS, the Borrower and the Lender have agreed to amend the Original Note by clarifying the Terms of Repayment and the Lender’s conversion price as described below.

NOW THEREFORE, it is hereby agreed:

1.           Definitions.  All of the defined terms that are used in this Amendment and not otherwise defined herein shall have the respective meanings assigned to them in the Original Note. All references to paragraph and section numbers in this Amendment shall be deemed references to paragraph and section numbers in the Original Note unless otherwise specified.

2.           Effect of Amendment.  As used in the Common Stock Purchase Warrant issued to the Lender in connection with the Original Note and all other instruments and documents executed in connection with the Original Note, any reference to the Note shall mean the Note as amended to date, including by this Amendment.

3.           Terms of Repayment. Section 1(d) of the Original Note is hereby amended by replacing it with the following:

“(d) Principal shall be due and payable on the Maturity Date, and subject to the following conditions, shall be payable at the option of the Lender in cash or shares of Common Stock as follows: (i) if the average Closing Price of the Common Stock on the last five (5) Trading Days prior to the Maturity Date is fifty cents ($0.50) or more, then the Lender may elect to have the Principal paid in shares of Common Stock. In such case, the number of shares of Common Stock to be issued to the Lender shall be determined by dividing the principal amount outstanding on the Maturity Date by fifty cents ($0.50); (ii) if the average Closing Price of the Common Stock on the last five (5) Trading Days prior to the Maturity Date is less than fifty cents ($0.50), then the Principal may only be paid in cash.”

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4.           Lender’s Conversion Price. The first paragraph of Section 3 of the Original Note is hereby amended by replacing it with the following:

“The Lender shall have the option, at any time on or after July 01, 2009, but before the Maturity Date, to convert the outstanding Principal of this Note into fully-paid and nonassessable shares of Common Stock at the Lender’s Conversion Price (as defined below) described below by providing the Borrower with a written notice (“Lender’s Conversion Notice”) in the form attached hereto as Exhibit A.  As used herein, the term “Lender’s Conversion Price” means, as applicable, the lesser of: (i) fifty cents ($0.50) per share of Common Stock; or (ii) if at any time prior to the Maturity Date the Borrower enters into a New Transaction (as defined below), the Lender’s Conversion Price shall be the New Transaction Price, if lower than fifty cents ($0.50) per share of Common Stock. As used herein, the term “New Transaction Price” means the lowest effective purchase price, conversion price or exercise price, as the case may be, in a New Transaction.  As used herein, the term “New Transaction” means any transaction entered into, directly or indirectly, by or for the benefit of the Borrower after the date hereof and before the Maturity Date, pursuant to which shares of Common Stock, or securities convertible or exercisable into shares of Common Stock, are issued by the Borrower, except shares of Common Stock issued under the Accelerize New Media Stock Option Plan.”

5.           Representations and Warranties. In order to induce the Lender to enter into this Amendment, Borrower hereby represents and warrants that this Amendment has been duly authorized, executed and delivered by all necessary corporate action of the Borrower and each of this Amendment and the Original Note, as amended hereby, constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its respective terms. Borrower further represents and warrants that no act or event has occurred and is continuing that violates, is in conflict with, results in a breach of or constitutes an event of Default under the Original Note.

6.           Limited Nature.  The amendments set forth herein are limited precisely as written and shall not be deemed to (a) be a consent to any waiver of, or modification of, any other term or condition of the Note, or (b) prejudice any right or rights which the Lender may now have or may have in the future under or in connection with the Note. Except as expressly amended hereby, the terms and provisions of the Original Note shall remain in full force and effect.  If any term, covenant or condition of this Amendment shall be held to be invalid, illegal or unenforceable in any respect, this Amendment shall be construed without such provision.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first above written.

ACCELERIZE NEW MEDIA, INC..

By:___________________________________

Name: Brian Ross

Title: President and Chief Executive Officer

[LENDER]

By:___________________________________

Name:

Title:

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