SB-2

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2007

REGISTRATION NO. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, as amended

GEN2MEDIA CORPORATION

(Name of small business issuer in its charter)

Nevada	7370	26-1358844
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer  Identification No.)
incorporation or organization)	Classification Code Number)

2295 S. Hiawassee Rd.

Suite 414

Orlando, FL  32835

 (Address and telephone number of principal executive offices)

Copies to:

Marc Ross, Esq.

Jonathan R. Shechter, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Fl.

New York, New York 10006

(212) 930-9700

(212) 930-9725 (fax)

Registrant's telephone number:  310-770-1693

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: From time to time after this

Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

(COVER CONTINUES ON FOLLOWING PAGE) 

1

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Unit (1)(2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock offered by our Selling Stockholders (2)		14,695,000	$	0.50	$	7,347,500	$	226.00

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. The proposed maximum offering price is based on the estimated high end of the range at which the common stock will initially be sold.

(2) The selling shareholders will offer their shares at $.50 per share until the Company’s shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

2

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DECEMBER 7, 2007

GEN2MEDIA CORPORATION

14,695,000 Shares of

Common Stock

The Selling shareholders are offering up to 14,695,000 shares of common stock. The selling shareholders will offer their shares at up to $0.50 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering. We have agreed to pay all the costs and expenses of this offering. Selling shareholders will pay no offering expenses. As of the date of this prospectus, there is no trading market in our common stock, and we cannot assure you that a trading market will develop Our common stock is not currently listed on any national securities exchange, the NASDAQ stock market, or the OTC Bulletin Board. There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other exchange.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See "Risk Factors" beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December  2007.

3

TABLE OF CONTENTS

SUMMARY INFORMATION	5
RISK FACTORS	7
USE OF PROCEEDS	12
DETERMINATION OF OFFERING PRICE	12
DILUTION	12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
LEGAL PROCEEDINGS	18
EXECUTIVE COMPENSATION	19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
DESCRIPTION OF SECURITIES	22
SELLING SHAREHOLDERS	22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS	23
PLAN OF DISTRIBUTION	24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	25
INTEREST OF NAMED EXPERTS	26
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES	26
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27
FINANCIAL STATEMENTS	28

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.

4

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "RISK FACTORS" section, the financial statements and the notes to the financial statements. As used throughout this prospectus, the terms "Gen2Media", "Company", "we," "us," or "our" refer to GEN2Media Corporation.

Organization

GEN2Media Corporation is a Nevada Corporation with one operating subsidiary, E360, LLC, which is a Limited Liability Company organized under the laws of the State of Florida (“E360”). The Company was formed on May 1, 2007 under the laws of the State of Nevada, and its subsidiary E360 was formed on July 21, 2006 by filing Articles of Organization with the Secretary of State of the State of Florida.

The Company, through E360, owns a patent-pending technology for the display of online video. The Company operates a website, E360live.com, which allows consumers to watch, download or own, in a library format, music videos, television shows or feature films. E360live.com, and its contents, is not a part of this prospectus and investors should not rely on information found in E360live.com in making their investment decisions.

E360 is not a wholly owned subsidiary of the Company, since 5% of that entity is owned by third parties. On May 1, 2007 95% of E360  was acquired by GEN2Media in exchange for 32,499,999 shares of common stock of the Company issued to Mary Spio, Mark Argenti and Ian McDaniel, each receiving 10,833,333 shares of the Company’s common stock.

We are a development stage business and have had limited revenues since our formation. There is currently no public market for our common stock.

As with any investment, there are certain risks involved in this offering.  All potential investors should consult their own tax, legal and investment advisors prior to making any decision regarding this offering.  The purchase of the Shares is highly speculative and involves a high degree of risk, including, but not necessarily limited to, the “Risk Factors” described herein on page 7.  Any person who cannot afford the loss of their entire investment should not purchase the Shares.

Business

E360live.com (“E360Live”), operated by E360, is an online digital television service providing multi-channel video programming. The E360Live Network provides subscribers with access to numerous channels of digital-quality video that is transmitted directly to the subscriber via the Internet at anytime and to any mobile device capable of receiving Internet service. Subscribers may watch pre-programmed channels or create their own channels by selecting from E360Live’s vast list of content of over 15,000 Music Videos, Television Shows, Movies, Sports, Events, Concerts, and Exclusives. Through proprietary technologies; the E360Live platform can be licensed to service providers or used directly by End-Users. E360Live is the alternative to satellite, terrestrial and cable transmission.

As full-service marketers of entertainment and lifestyle products, we have provided marketing and technology for leading entertainment retailers. Our core competency is helping our partners and clients gain exposure within their target demographic, and enabling access to 'hard to reach' niche markets through our partnerships with traditional retailers, Internet retailers and a variety of multifaceted marketing and promotions outlets.

E360Live’s proprietary video automation system was initially developed for use by touring artists and has been in use by some of the largest names in entertainment.

5

 Our address is 2295 S. Hiawassee Rd., Suite 414, Orlando, FL 32835 and our telephone number is 310-770-1693

Recent Developments

The Company previously sold or issued an aggregate of 14,695,000 shares (“the Shares”) in a private placement (the “Private Placement”) or to consultants or service providers, all of which constitute the Selling Shareholders. The Private Placement in the amount of $999,500 to 23 accredited investors and 20 unaccredited investors, which occurred from May 19, 2007 through November 16, 2007, included up to 10,000,000 shares of the Company’s common stock at $0.10 per share.

The Selling Shareholders paid $0.10 per share for the Company’s common stock, with the exception of Vanguard Capital, LLC a consultant to the Company that received 4,000,000 shares under the terms of a consulting agreement with the Company, and Sichenzia Ross Friedman Ference LLP, which received 700,000 shares in connection with legal services rendered to the Company. The Shares are being offered for resale under this registration, and the Selling Shareholders intend to sell, as soon as practicable following the effectiveness of this registration, the Shares in the public market.

The Offering

Common stock outstanding before the offering	45,194,999
Common stock offered by selling stockholders	Up to 14,695,000 shares. The maximum number of shares to be issued to the selling stockholders, 14,695,000, represents 32.5% of our current outstanding stock.
Common stock to be outstanding after the offering	Up to 45,194,999 shares.
Use of proceeds	We will not receive any proceeds from the sale of the common stock. See "Use of Proceeds" for a complete description.
Risk Factors	The purchase of our common stock involves a high degree of risk. You should carefully review and consider "Risk Factors" beginning on page 7.
Forward-Looking Statements	This prospectus contains forward-looking statements that address, among other things, our strategy to develop our business, projected capital expenditures, liquidity, and our development of additional revenue sources. The forward-looking statements are based on our current expectations and are subject to risks, uncertainties and assumptions. We base these forward-looking statements on information currently available to us, and we assume no obligation to update them. Our actual results may differ materially from the results anticipated in these forward-looking statements, due to various factors.

The above information regarding common stock to be outstanding after the offering is based on 45,194,999 shares of common stock outstanding as of November 15, 2007.

6

RISK FACTORS

You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled “Information Regarding Forward Looking Statements.” The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently believes are immaterial may also impair the Company’s business operations. If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be materially adversely affected, the value of the Company common stock could decline, and you may lose all or part of your investment..

Risks Related to Our Business and Industry

We have a limited operating history upon which to base an investment decision.

We were formed in May 2007 and have not yet launched E360Live., We have not entered into any licensing agreements as of the date of this offering.  Accordingly, we have a limited operating history as a company.  As a result, there is very limited historical performance upon which to evaluate our prospects for achieving our business objectives.  Our prospects must be considered in light of the risks, difficulties and uncertainties frequently encountered by development stage entities.

Even if this Offering is fully subscribed and closed,we will need significant additional capital, which we may be unable to obtain.

Our capital requirements in connection with our development activities and transition to commercial operations have been and will continue to be significant. We will require additional funds to continue research, development and testing of our technologies and products, to obtain intellectual property protection relating to our technologies when appropriate, and to market our products. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.  There is no assurance additional funds will be available from any source; or, if available, such funds may not be on terms acceptable to the Company.  In either of the aforementioned situations, the Company may not be able to fully implement its growth plans.

We face significant competition from YouTube, My Space, Craig’s List, Evite, Shutterfly, and Facebook.

We face formidable competition in every aspect of our business, and particularly from other companies that seek to connect people with information and entertainment on the web. Currently, we consider our primary competitors to be YouTube.com, MySpace.com, CraigsList.com, Evite.com, Shutterfly.com, and Facebook.com. Also, our competitors have longer operating histories and more established relationships with customers and end users. They can use their experience and resources against us in a variety of competitive ways, including by making acquisitions, investing more aggressively in research and development and competing more aggressively for advertisers and web sites. YouTube, My Space, Craig’s List, Evite, Shutterfly, and Facebook also may have a greater ability to attract and retain users than we do because they operate internet portals with a broad range of content products and services. If our competitors are successful in providing similar or better web sites, more relevant advertisements or in leveraging their platforms or products to make their web services easier to access, we could experience a significant decline in user traffic or in the size of the Company’s network. Any such decline could negatively affect our revenues.

We are dependent upon our Managers for the operating of the Company.

The Company is dependent upon the services of the Managers to determine and implement the overall focus and strategy of the Company.  Furthermore, the Company is dependent upon the Managers to oversee the operations of GEN2MEDIA.  The Managers have little or no experience establishing strategy or providing oversight to manage an online video distribution website or licensing business. Thus, there can be no assurance that the Managers’ experience will be sufficient to successfully achieve the business objectives of the Company.  All decisions regarding the management of the Company’s affairs will be made exclusively by the Officers and Directors of the Company.  In the event these persons are ineffective, the Company’s business and results of operation would likely be adversely affected.

Our inability to attain and protect intellectual property rights could reduce the value of our products, services and brand.

Potential trademarks, trade secrets, copyrights and other intellectual property rights may be important assets for us. Various events outside of our control pose a threat to our ability to attain or protect intellectual property rights as well as to our products and services. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed or made available through the internet. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our ability to attain or protect our intellectual property rights could harm our business or our ability to compete. Also, protecting intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our future intellectual property could make it more expensive to do business and harm our operating results.

7

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of the risk factors listed in Item 1A, Risk Factors, and the following factors may affect our operating results:

• Our ability to continue to attract users to our web sites.

• Our ability to monetize (or generate revenue from) traffic on our web sites.

• Our ability to attract advertisers to our program.

• The amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our businesses, operations and infrastructure.

• Our focus on long-term goals over short-term results.

• The results of our investments in risky projects.

• Our ability to keep our web sites operational at a reasonable cost and without service interruptions.

• Our ability to achieve revenue goals for partners to whom we guarantee minimum payments or pay distribution fees.

• Our ability to generate revenue from services in which we have invested considerable time and resources.

We have no certainty as to the availability and terms of future financing.

We expect that we will be required to seek additional financing in the future.  We cannot be sure that such financing will be available or available on attractive terms, or that such financing would not result in a substantial dilution of a  shareholder’s interest in the Company.  If we cannot obtain financing when we need or on terms that are commercially reasonable to us, we will not be able to pursue our business plan as we currently anticipate.  See “Use of Proceeds,” “Plans of Operations,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operation” and “Projections.”

We face competition from traditional media companies, and we may not be included in the advertising budgets of large advertisers, which could harm our operating results.

In addition to internet companies, we face competition from companies that offer traditional media advertising opportunities. Most large advertisers have set advertising budgets, a very small portion of which is allocated to internet advertising. We expect that large advertisers will continue to focus most of their advertising efforts on traditional media. If we fail to convince these companies to spend a portion of their advertising budgets with us, or if our existing advertisers reduce the amount they spend on our programs, our operating results would be harmed. Furthermore, we cannot assure you that these or other companies will not develop new or enhanced products that are more effective than any that E360, LLC currently have or will develop in the future.

We rely on E360 to successfully develop and market new and existing products.

While we are pleased about the progress made to date on the products currently offered by E360, LLC, we cannot be sure these products will be commercially viable. Likewise, we have no assurances that E360 will be able to expand upon their current product offerings of that any such expansion will result in revenues to the company.

8

Shareholders will have limited or no input on any investment or management decisions.

The officers and directors of the Company control a majority of the stock of the Company, and the Company will be managed by the Officers and by the Board. Very few matters will be submitted to Shareholder vote, and if so submitted, the Officers can control the outcome of that vote. Therefore, as a minority shareholder, you will have no or limited say in the management of the Company. Accordingly, no prospective investor should purchase any Shares unless it is willing to entrust all aspects of our business and operations to the current Officers and Board of the Company.

Risks Related to this Offering.

The Company arbitrarily determined the offering price and terms of the Shares offered through this Prospectus.

The price of the Shares has been arbitrarily determined and bears no relationship to the assets or book value of the Company, or other customary investment criteria.  No independent counsel or appraiser has been retained to value the Shares, and no assurance can be made that the offering price is in fact reflective of the underlying value of the Shares offered hereunder.  Each prospective investor is therefore urged to consult with his or her own legal counsel and tax advisors as to the offering price and terms of the Shares offered hereunder.

There is no public market for the Shares and there is no assurance of a public offering.

There is no public trading market for the Shares, and there can be no assurance that the Company will conduct a public offering in the future to create a market for the Shares.  The Shares have not been, but are planned to be registered under the Securities Act of 1933, as amended.  The Shares are offered hereby pursuant to an exemption from registration under the Securities Act in reliance upon intended compliance with the provisions of Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.  The Shares may not be sold, transferred, pledged, assigned, hypothecated or otherwise disposed of, unless such sale, transfer, assignment, pledge or hypothecation will not violate the registration requirements of any applicable Federal or State securities laws.  The Company agrees to undertake to register these shares for resale pursuant to an SB-2 Registration Statement to be filed by the Company as soon as the offering is closed, and will expeditiously pursue such registration. However, the process of affecting such a registration and thereafter becoming a publicly traded company is a potentially lengthy one. Accordingly, this investment is designed for investors with no need for liquidity and who can afford to bear the risk of losing their entire investment.

The Shares are an illiquid investment and transferability of the Shares is subject to significant restriction.

There are substantial restrictions on the transfer of the Shares. Therefore, the purchase of the Shares must be considered a long-term investment acceptable only for prospective investors who are willing and can afford to accept and bear the substantial risk of the investment for an indefinite period of time.  There is not a public market for the resale of the Shares.  A prospective investor, therefore, may not be able to liquidate its investment, even in the event of an emergency, and Shares may not be acceptable as collateral for a loan.  

Our shares are subject to the U.S. “Penny Stock” Rules and investors who purchase our shares may have difficulty re-selling their shares as the liquidity of the market for our shares may be adversely affected by the impact of the “Penny Stock” Rules.

Our stock is subject to U.S. “Penny Stock” rules, which may make the stock more difficult to trade on the open market. Our common shares are not currently traded on the OTCBB, but it is the Company’s plan to effectuate listing with the OTCBB. A “penny stock” is generally defined by regulations of the U.S. Securities and Exchange Commission (“SEC”) as an equity security with a market price of less than US$5.00 per share. However, an equity security with a market price under US$5.00 will not be considered a penny stock if it fits within any of the following exceptions:

(i) the equity security is listed on NASDAQ or a national securities exchange;

(ii) the issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets of at least US$5,000,000, or (b) average annual revenue of at least US$6,000,000; or

(iii) the issuer of the equity security has been in continuous operation for more than three years, and has net tangible assets of at least US$2,000,000.

Our common stock does not currently fit into any of the above exceptions.

If an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in our common stock will be subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend our securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share.

Since our common stock is currently deemed penny stock regulations, it may tend to reduce market liquidity of our common stock, because they limit the broker/dealers’ ability to trade, and a purchaser’s ability to sell, the stock in the secondary market.

9

The low price of our common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders. The low price of our common stock also limits our ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker’s commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company’s shareholders may pay transaction costs that are a higher percentage of their total share value than if our share price were substantially higher.

For more information about penny stocks, contact the Office of Filings, Information and Consumer Services of the U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, or by telephone at (202) 272-7440

10

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Registration Statement that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Registration Statement, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

• our ability to attract and retain management;

• our growth strategies;

• anticipated trends in our business;

• our future results of operations;

• our ability to make or integrate acquisitions;

• our liquidity and ability to finance our acquisition and development activities;

• the timing, cost and procedure for proposed acquisitions;

• the impact of government regulation;

• estimates regarding future net revenues;

• planned capital expenditures (including the amount and nature thereof);

• estimates, plans and projections relating to acquired properties;

• our financial position, business strategy and other plans and objectives for future operations;

11

• the possibility that our acquisitions may involve unexpected costs;

• competition;

• the ability of our management team to execute its plans to meet its goals;

• general economic conditions, whether internationally, nationally or in the regional and local market areas in which we are doing business, that may be less favorable than expected; and

• other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively impact our businesses, operations and pricing.

All written and oral forward-looking statements made in connection with this Form SB-2 that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

USE OF PROCEEDS 

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders. We will not receive any proceeds from the sale of shares of common stock in this offering.

DETERMINATION OF OFFERING PRICE 

The pricing of the Shares has been arbitrarily determined and established by the Company.  No independent accountant or appraiser has been retained to protect the interest of the investors.  No assurance can be made that the offering price is in fact reflective of the underlying value of the Shares.  Each prospective investor is urged to consult with his or her counsel and/or accountant as to offering price and the terms and conditions of the Shares. Factors to be considered in determining the price include the amount of capital expected to be required, the market for securities of entities in a new business venture, projected rates of return expected by prospective investors of speculative investments, the Company’s prospects for success and prices of similar entities.

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

12

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Background

We were incorporated in May 2007 in the State of Nevada for the purpose of engaging in the digital television services industry by providing multi-channel video programming. Our initial principal services product is our E360Live Network, which provides subscribers with access to a vast array of channels featuring digital-quality video that is transmitted directly to the subscriber via the Internet. We are a development stage company and, to date, we have not sold any products or generated any revenues.

Plan of Operation and Financing Needs

To date we have  generated limited revenues and we do not expect to generate  any significant revenues in the near future. We currently plan to continue developing effective consumer targeting via the Company’s platform, which is focused on providing sponsor's with a pre-qualified demographic. With the proliferation and advances in storage and display technology, we intend to continue to offer the highest quality video online at lower prices. Management hopes to position E360live for use on set-top televisions, with the widespread adaptation of High-Speed Broadband in the US, E360live, once positioned, can be an alternative to IPTV or serve as an IPTV platform.

We may not be able to start selling our products when planned or that we will become profitable from our other operations in the future. We have incurred net losses in each fiscal period since inception of our operations.

Our initial focus during the next twelve months is the finalization of a number strategic alliances, the initialization of a PR campaign and the rolling out of our product.

From May 19, 2007 through November 16, 2007, we engaged in a Private Placement in the aggregate amount of $999,500  which included up to 100,000,000 shares of the Company’s common stock at $.001 per share. This will provide adequate financing for the coming year to continue production of our product.

Results of Operations for the Three Months Ended September 30, 2007

For the three months ended September 30, 2007, we had revenues of $20,541.  We incurred operating expenses of $327,251 and loss applicable to minority interest was $15,335.  As a result, for the three months ended September 30, 2007, we incurred a net loss of $291,374. The Company is in the development stage and is focused primarily on its technology and raising capital.

Of this, expenses included $2,824 in depreciation, $33,858 in amortization advertising of $40,839, professional fees of $48,499 and rent of $10,723.
 

Liquidity and Capital Resources

As of September 30, 2007, we had cash and cash equivalents in the amount of $2,416 and a negative cash flow from operations for the three months ended September 30, 2007, of $280,396.  Since inception, we have been dependent upon proceeds from capital investment to fund our continuing activities.

Our earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to $(270,028) and $(910,543) for the three months ended September 30, 2007, and for the period from our inception (July 21, 2006) through September 30, 2007, respectively.  We provide information and analysis regarding our EBITDA, which is a non-GAAP measure, because our investors have advised us that such information is relevant and important to their investment decisions.

13

EBITDA for each period reflects our actual operating losses of $(247,416) and $(870,001) for the three months ended September 30, 2007, and the period from our inception (July 21, 2006) through September 30, 2007, less depreciation and amortization on our long-lived assets.

The following table illustrates the reconciliation between EBITDA and the closest comparable GAAP measure, net cash used in operating activities, discussed elsewhere herein:

	Three Months Ended September 30 2007			(Inception) Through September 30, 2007
EBITDA	$	(270,028	)	$	(910,543	)
Common stock issued for services		-			200,000
Minority interest in loss of subsidiary		(15,335	)		(47,537	)
Changes in operating assets and liabilities, net		4,907			117,134
Net cash used in operating activities	$	(280,396	)	$	(640,946	)

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Critical Accounting Policies

Basis of Consolidation

The accompanying consolidated financial statements include the accounts and transactions of Gen2Media Corporation and its subsidiary E360, LLC.  All significant intercompany accounts and transactions are eliminated in consolidation.

Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of less than three months to be cash equivalents.

The Company places its temporary cash investments with high quality financial institutions. At times, such investments may be in excess of FDIC insurance limits. The Company does not believe it is exposed to any significant credit risk with respect to cash and cash equivalents.

Furniture and Equipment

Furniture and equipment are recorded at cost.  Depreciation is computed using straight-line methods applied to individual property items based on estimated useful lives.

Website Platform

Website platform includes capitalized costs incurred during the application and infrastructure development stage in accordance with EITF 00-02. Development of the website was completed in July 2007 and has been placed in service.  Website platform has an estimated useful life of 3 years and will be amortized over 36 months on a straight-line basis.

Advertising

The Company follows the policy of charging all advertising and promotions to expense as incurred. The amount charged to expense during the quarter from July 1, 2007 to September 30, 2007, was $40,839.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from these estimates.

14

Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-lived assets.  This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.  No impairment charges were incurred during the interim period ended September 30, 2007.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.

Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments - An Amendment of FASB Statements No. 133 and 140,” (“SFAS 155”). SFAS 155 provides entities with relief from having to separately determine the fair value of an embedded derivative that would otherwise be required to be bifurcated from its host contract in accordance with SFAS 133. It also allows an entity to make an irrevocable election to measure such a hybrid financial instrument at fair value in its entirety, with changes in fair value recognized in earnings. SFAS 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring for fiscal years beginning after September 15, 2006. The Company is currently evaluating the effect, if any, the adoption of SFAS 155 will have on its financial statements, results of operations and cash flows.

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109,” (“FIN 48”). FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of this standard on its financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement,” (“SFAS 157”). SFAS 157 simplifies and codifies guidance on fair value measurements under generally accepted accounting principles. This standard defines fair value, establishes a framework for measuring fair value and prescribes expanded disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect, if any, the adoption of SFAS 157 will have on its financial statements, results of operations and cash flows.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when quantifying Misstatements in Current Year Financial Statements,” (“SAB 108”). SAB 108 requires companies to evaluate the materiality of identified unadjusted errors on each financial statement and related financial statement disclosure using both the rollover approach and the iron curtain approach. The rollover approach quantifies misstatements based on the amount of the error in the current year financial statements whereas the iron curtain approach quantifies misstatements based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatement’s year(s) origin. Financial statements would require adjustment when either approach results in quantifying a misstatement that is material. Correcting prior year financial statements for immediate errors would not require previously filed reports to be amended. SAB 108 is effective for the first fiscal year ending after November 15, 2006. The Company is currently evaluating the effect, if any, the adoption of SAB 108 will have on its financial statements, results of operations and cash flows.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. The Company is currently evaluating the effect, if any, the adoption of SFAS 159 will have on its financial statements, results of operations and cash flows

15

BUSINESS

History

The Company, through its E360 Subsidiary, is engaged in the internet media distribution and content management industry.  GEN2Media Corporation was formed on May 1, 2007 under the laws of the State of Nevada. The Company maintains one operating subsidiary, E360, LLC, which is a Limited Liability Company organized on July 21, 2006 under the laws of the State of Florida.

E360 is not a wholly owned subsidiary of the Company, since 5% of that entity is owned by a third party. Specifically, pursuant to letter agreement dated April 9, 2007, Greatwater Holdings, LLC negotiated and purchased 5% of E360’s equity in consideration of $274,559.49. On May 1, 2007 95% of E360 was acquired by GEN2Media in exchange for 32,499,999 shares of common stock of the Company issued to Mary Spio, Mark Argenti and Ian McDaniel, each receiving 10,833,333 shares of the Company’s common stock.

The Company operates E360Live.com, which is an online digital television service providing multi-channel video programming. The E360Live Network provides subscribers with access to a vast array of channels featuring digital-quality video that is transmitted directly to the subscriber via internet at anytime and to any mobile device with Internet service. Subscribers may watch pre-programmed channels or create their own channels by selecting from E360Live’s vast list of content of over 15,000 music videos, television shows, movies, sports, events, concerts, and exclusives.

Through proprietary technologies; the E360Live platform can be licensed to service providers or used directly by end-users. E360Live may serve as an alternative to satellite, terrestrial and cable transmission.

Recent Developments

The Company previously sold the Shares in the Private Placement or to consultants or service providers, all of which constitute the Selling Shareholders. The Private Placement in the amount of $999,500 to 23 accredited investors and 20 unaccredited investors, which occurred from May 19, 2007 through November 16, 2007, included up to 10,000,000 shares of the Company’s common stock at $0.10 per share.

The Selling Shareholders paid $0.10 per share for the Company’s common stock, with the exception of Vanguard Capital, LLC a consultant to the Company that received 4,000,000 shares under the terms of a consulting agreement with the Company, and Sichenzia Ross Friedman Ference LLP, which received 700,000 shares in connection with legal services rendered to the Company. The Shares are being offered for resale under this registration, and the Selling Shareholders intend to sell, as soon as practicable following the effectiveness of this registration, the Shares in the public market.

We are in the process of seeking to acquire content from multiple vendors, one of which is Image Entertainment.  Preliminary agreements are in place and will be executed once funding becomes available.  The Company estimates to have over 15,000 music videos in its library.

Industry Overview

The internet has matured into the communications medium and platform that is integral to the fabric of our day-to-day life. It has revolutionized the way people and businesses communicate while fundamentally shifting the economy, driving it towards a virtual marketplace with a global reach. Consumers are bored with the limits of traditional entertainment outlets, they want choices, options and the ability to watch and listen to exactly what they crave, when and where they choose to, and with the widespread adaptation of broadband consumers are seeking online content. For example:

·   major networks now feature content from various websites;

·   management believes more people watched Live8 2006 online, than they did on broadcast TV;

·   consumer Generated Media (CGM) is growing at a high rate; and

·   online music retailers are outselling the largest “brick and mortar” music retails stores.

Market Opportunity

Management believes that the consumer demand for accessing music videos, movies, TV shows and other video online is driving online video sites to grow quickly. Strategy Analytics, a technology research firm, has predicted in a report available at http://www.strategyanalytics.net/default.aspx?mod=PressReleaseViewer&a0=3195 that online sales of TV shows, movies and other prerecorded video will become a billion-dollar business in 2007. The aforementioned website, and its content, is not intended to be a part of this prospectus and investors should not rely on information available at such site. The report predicts that by the end of 2007 the market will grow to $1.5 billion. The report further indicated that by 2010, global revenue from online video sales, rentals and subscriptions will grow to $5.9 billion, and account for eight percent of total home video industry revenues.

16

According to Akamai’s net usage index for digital music report, available at http://www.akamai.com/html/technology/nui/music/index.html, global music sites collectively reach a daily peak of 786,000 visitors per minute. The aforementioned website, and its content, is not intended to be a part of this prospectus and investors should not rely on information available at such site.

E360Live provides opportunities for artists to build exposure at what management believes to be a reduced cost. ­Major labels spend over $850,000 on radio, TV and in-store promotion on making a new artist a household name. E360Live will allow artists to reach a vast array of their potential fans at a reduced cost.

New Challenges for Traditional Media

Technologies have changed certain aspects of consumer patterns, and new generations of consumers have become desensitized to ‘traditional’ marketing tactics. It is based on this premise that the Company’s management believes that  the “pull” of broadband television is replacing the “push” of traditional broadcast television. We believe that marketers are loosing confidence in TV advertising, and the impact of traditional advertising has been lessened by such technological advances as the Internet, satellite radio, TiVo, video games, video on demand, internet & DVDs..With today’s fragmented American demographic, we believe that blanket targeting of the past is inefficient and costly. Contextual and behavioral marketing is effective and a strong alternative for today’s marketer.

Strategy

Operating Strategies

The E360Live Solution is to offer entertainment and useful information to consumers, where they live, work and play by using a proprietary “TV Network” infrastructure and technology. E360Live will deliver multiple channels of music, movies, news, and ring-tones in all genres. We will also provide interactivity down to frames and seconds, which will be user-selected content that allows users to either watch our custom channel, or create their own content, schedule it and watch at their convenience.

­We aim at providing users the ability to buy the content, or other related lifestyle products and to blend the “stickiness” of television with the interactivity of internet. The Company further aims to provide access to a vast selection of interactive programs, whereas traditional TV can only offer limited choices with no interactivity. We further aim to provide advertisers an effective way to reach their market. Our products will provide user-driven entertainment and useful information for users  which the Company hopes will create more consumers for the advertiser, and ultimately advertising revenue for us.

Growth Strategies

Management intends to continue developing effective consumer targeting via the Company’s platform, which is focused on providing sponsors with a pre-qualified demographic. With the proliferation and advances in storage and display technology, we intend to continue to offer the highest quality video online at lower prices. Management hopes to position E360live for use on set-top televisions, with the widespread adaptation of High-Speed Broadband in the US, E360live, once positioned, can be an alternative to IPTV or serve as an IPTV platform. E360Live has an infrastructure with a user friendly interface for unbundled entertainment programming, regardless of the screen size, making it ideal for distributing all types of content; from music videos, to movies to online games to mobile devices.

Channel Partners and Licensing Agreements New Shops

The Company will seek to license its patent-pending technology to users and channel partners.

Employees

As of the date of this prospectus, we have 8 full-time employees and 1 employee working part-time in the management, operations and maintenance of the Company.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

17

Report To Shareholders

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will file periodic reports, proxy statements, and other information with the Securities and Exchange Commission through December 31, 2006, assuming this registration statement is declared effective before that date. Thereafter, we will continue as a reporting company and will be subject to the proxy statement or other information requirements of the 1934 Act as the result of filing a registration statement on Form 8-A. We will voluntarily send an annual report to shareholders containing audited financial statements.

Property

The Company and E360, LLC currently leases office space at 2295 S. Hiawassee Road, Suite 414, Orlando, FL 32835. The Company currently pays monthly rent of $3,500 per month pursuant to a 12 month lease, effective November 1, 2007.

LEGAL PROCEEDINGS

From time to time we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, management is not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Should any liabilities incurred in the future, they will be accrued based on management’s best estimate of the potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations or cash flow at this time. Furthermore, Management of the Company does not believe that there are any proceedings to which any director, officer, or affiliate of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

MANAGEMENT

Directors and Executive Officers

The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each, as of November 1, 2007. The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director is elected for the term of one year, and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.

Name	Age	Position
Mary A. Spio	34	President, Director and CEO
Mark Argenti	35	Secretary, Director and Chief Creative Officer
Richard Brock	53	Chief Financial Officer
Ian McDaniel	33	Treasurer, Director and Chief Technology Officer

Mary A. Spio, President, Director and Chief Executive Officer

Ms. Mary A. Spio is our Chief Executive Officer, and has served as E360, LLC’s Managing Member from July 12, 2006 to May 1, 2007. From July 2004 through July 2006, Ms. Spio was a founding member and Chief Executive Officer of Next Galaxy Media where she patented Customer Engagement and Demographic Targeting Technology inventions. Ms. Spio’s technology can be seen applied globally in digital theaters in movies such as Ocean's 11, Planet of the Apes, Spy Kids, Monster's Inc and Bounce, which were all delivered digitally via the same technology. Ms. Spio served as a freelance consultant from January 2002 through December 2004.

Ms. Spio holds a Master of Science in Electrical Engineering and Computer Science, Global Innovation Management from Georgia Institute of Technology and Bachelor of Science in Electrical Engineering from Syracuse University.

Mark Argenti, Secretary, Director and Chief Creative Officer

Mr. Mark Argenti is the co-founder of Media Evolutions since April 2000. Mr. Argenti has directed, produced, and created cutting edge imagery for many of today’s biggest names in entertainment. Mr. Argenti’s client list includes artists such as Britney Spears, Mary J. Blidge, Justin Timberlake, Black Sabbath, Christina Aguilera, No Doubt, Jessica Simpson, and Ozzy Osborne. At Media Evolutions, Mr. Argeni has completed full digital media production for Universal Studios, Screenworks/NEP, Andre Agassi, NBC, Dreamworks, LiveWire Entertainment, Sheraton Taylor Group, Chili’s, Monte Carlo Celebrity Golf Invitational, Spike TV and much more.

18

Richard Brock, Chief Financial Officer

Mr. Richard Brock has been serving as our Chief Financial Officer since 2007. Mr. Brock also serves as the Chairman of the Board of The LBA Group, where he has served in such capacity since 2000. Prior to that, Mr. Brock practiced public accounting at The LBA Group since 1976 and has been a partner there since 1987. Mr. Brock has extensive experience in business and financial matters as he is the CPA and business consultant to numerous businesses and individuals. Mr. Brock received his BSBA from the University of Florida in 1975 and became a certified public accountant in 1976.

Ian McDaniel, Treasurer, Director and Chief Technology Officer

Mr. Ian McDaniel is the co-founder of Media Evolutions, where he has been involved since April 2000, and has worked in the entertainment industry for over 15 Years in a variety of media production roles. Mr. McDaniel has worked as an editor and engineer for numerous celebrities, and some of his past projects include Justin Timberlake -- Live from Memphis, Will Smith -- Live In Concert. Mr. McDaniel has also worked on shows for NBC, ABC, MTV, VH1, HBO, BET, SpikeTV, Showtime, Discovery Channel, History Channel, and A&E. His radio and audio work has appeared on AMFM Radio Networks, Casey Kasem’s Top 40, ABC Radio Networks, and various outlets.

Employment Agreements

Pursuant to an employment agreement between Gen2Media Corporation and Ms. Kim Johnson, dated August 1, 2007, Ms. Johnson was employed as the Company’s Chief Strategy Officer through December 31, 2009, unless her employment is terminated earlier pursuant to the employment agreement. The Company shall pay Ms. Johnson 15% commission on accounts Ms. Johnson newly acquires. In addition to the Base Salary, Ms. Johnson may, in the sole discretion of the Board, be awarded an incentive bonus

EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation that the Company has paid or that has accrued on behalf of Company’s chief executive officer and other executive officers with annual compensation exceeding $100,000 during the year ended June 30, 2007 and December 31, 2005 and 2004. No officers have received more than $100,000 in compensation during this time periods.

Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards($)	Option Awards (1)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Mary A. Spio,	2007	0			666,667				16,000
Chief Executive Officer
Mark Argenti,	2007	0			666,667				16,000
Chief Creative Officer
Ian McDaniel,	2007				666,667				16,000
Chief Technology Officer

(1) pursuant to the Company’s action by written consent, dated October 25, 2007, the Company issued 666,667 options at $0.05 per share to each of the Company’s executive officers.

19

OPTIONS/SARs GRANTS DURING LAST FISCAL YEAR

None.

DIRECTOR COMPENSATION

The Company’s directors currently serve without compensation.

Business Advisory Board

There are currently three members on our Business Advisory Board,

Name (1)	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total
Tom Hansen			2,000,000				48,000
Tom Morris			2,000,000				48,000
Doug Nagel			1,000,000				24,000

(1) Pursuant to the Company’s action by written consent, dated October 25, 2007, the Company issued (i) Mr. Tom Hansen options to purchase 2,000,000 shares of the Company’s commons tock at $0.05, (ii) Mr. Tom Morris options to purchase 2,000,000 shares of the Company’s commons tock at $0.05, and (ii) Mr. Doug Nagel options to purchase 1,000,000 shares of the Company's commons tock at $0.05. Mr. Morris and Mr. Hansen are serving 2-year terms on the advisory board, while Mr. Nagels is serving a 1-year term. These gentlemen act in a non-official advisory capacity to the Company, on an as needed basis.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Blue Ridge Services, L.P. and Vanguard Capital, LLC are under common ownership by Mr. James Byrd, Jr. The managing member of Vanguard Capital, LLC is Mr. Byrd. who is also the managing member of Blue Ridge Services, LLC, a general partner of Blue Ridge Services, L.P, which is owned principally by a family trust of Mr. Byrd’s. Blue Ridge Services, L.P. and Vanguard Capital, LLC, collectively, beneficially own 4,650,000 shares of the Company’s common stock, or 8.5%. 1,000,000 such shares have been paid for at $0.10 in connection with the Private Offering; the balance of the shares were issued by the Company in consideration of consulting services rendered. Specifically, 2,000,000 shares were issued in connection with a consulting agreement by and between the Company and Vanguard, of which 350,000 shares have been transferred by Vanguard in private transactions. Further, Vanguard cancelled certain cash-compensation consulting provisions, and an additional 2,000,000 shares were issued by the Company to Vanguard, which were taken in the form of stock options by Mr. Byrd. The shares underlying such options are not being registered in this registration statement.

20

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of and percent of the Company's common stock beneficially owned by:

·   all directors and nominees, naming them,

·   our executive officers,

·   our directors and executive officers as a group, without naming them, and

·   persons or groups known by us to own beneficially 5% or more of our Common Stock or our Preferred Stock having voting rights:

The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our capital stock outstanding on June 30, 2007 and all shares of our common stock issuable to that person in the event of the exercise of outstanding options and other derivative securities owned by that person which are exercisable within 60 days of June 30, 2007. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our capital stock owned by them.

Name and address of owner	Title of Class	Capacity with Company	Number of Shares Beneficially Owned (1)	Percentage of Class (2)
Mary Spio c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Chief Executive Officer	11,500,000	21%
Mark Argenti c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Chief Creative Officer	11,500,000	21%
Ian McDaniel c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Chief Technology Officer	11,500,000	21%
Vanguard Capital, LLC/Blue Ridge Services, L.P (3) c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Consultant	4,650,000	8.5%
Tom Hansen c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Member of Advisory Board	4,000,000 (4)	7.3%
Tom Morris c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Member of Advisory Board	4,000,000 (4)	7.3%
All Officers and Directors As a Group (3 persons)	Common Stock		34,500,000	64%

(1)  This column represents the total number of votes each named stockholder is entitled to vote upon matters presented to the shareholders for a vote.

(2) Applicable percentage ownership is based on 45,194,999 shares of Common Stock outstanding as of  November 15, 2007, together with securities exercisable or convertible into shares of Common Stock within 60 days of  November 15, 2007  for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of  November 15, 2007 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

21

(3) Blue Ridge Services, L.P. and Vanguard Capital, LLC are under common ownership. The managing member of Vanguard Capital, LLC is Mr. James Byrd, Jr. who is also the managing member of Blue Ridge Services, LLC, a general partner of Blue Ridge Services, L.P, which is owned principally by a family trust of Mr. Byrd. Vanguard Capital, LLC beneficially owns 4,150,000 shares and Blue Ridge Services, L.P. is the beneficial owner of 500,000 shares.

(4) Mr. Tom Hansen and Mr. Tom Morris, members of our Business Advisory Board, each beneficially own 4,000,000 shares of the Company’s common stock, or 8% each. Mr. Morris’s shares include those owned by Morris Realty, Scott Morris and Julie Morris, children of Mr. Tom Morris. Mr. Hansen and Mr. Morris each purchased 2,000,000 shares of the Company’s common stock at $0.10 per share, and in connection with their advisory board services, each received 2,000,000 stock options, which are not being registered pursuant to this registration statement.

DESCRIPTION OF SECURITIES

The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 100,000,000 shares of common stock with $.001 par value per share. As of November 15, 2007, there were 49,200,000 shares of common stock issued and outstanding held by 55 shareholders of record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Securities Transfer Corporation.

SELLING SHAREHOLDERS 

The selling shareholders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering. These selling shareholders acquired their shares by purchase in a single private placement exempt from registration under section 4(2) of the Securities Act of 1933. We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling shareholders. No selling shareholders are broker-dealers or affiliates of broker-dealers.

22

Stockholder (viii)	Shares of Common Stock Included in Prospectus (v)	Beneficial Ownership Before Offering (i) (ii)	Percentage of Common Stock Before Offering (i) (ii)	Beneficial Ownership After the Offering (iii)	Percentage of Common Stock Owned After Offering (iii)
Blue Ridge Service, LP (vi)	500,000	500,000	*	--	--
Vanguard Capital, LLC (vi)	500,000	500,000	*	--	--
John Schoene	900,000	900,000	*	--	--
Bausman, Paula	25,000	25,000	*	--	--
Byrd, Sr. James	40,000	40,000	*	--	--
Byrd, Patricia	50,000	50,000	*	--	--
Byrd, Tucker	250,000	250,000	*	--	--
Cohn, Marshall	25,000	25,000	*	--	--
Ginther, Donnalyn	10,000	10,000		--	--
Hansen, Tom	2,000,000	2,000,000	4.9%	--	--
Vanguard Capital, LLC (vi)	3,650,000	3,650,000	9.4%*	--	--
Morris Realty	1,000,000	1,000,000	2.45%	--	--
Portmann, Linda B.	150,000	150,000	*	--	--
Riddle, Rebecca	25,000	25,000	*	--	--
Uricchio, Joe and Pauli	250,000	250,000	*	--	--
Leasure, Ed	100,000	100,000	*	--	--
Morgan, John	250,000	250,000		--	--
Morris, Julie	500,000	500,000	1.2%	--	--
Morris, Scott	500,000	500,000	1.2%	--	--
Argenti, Maria	10,000	10,000	*	--	--
Argenti, Jeanine	10,000	10,000	*	--	--
Argenti, Peter	10,000	10,000	*	--	--
Wykle, Melissa	10,000	10,000	*	--	--
Lang, Erin	10,000	10,000	*	--	--
Milien, Marie	10,000	10,000	*	--	--
Shoucair, Richard	10,000	10,000	*	--	--
Richard, Kevin	10,000	10,000	*	--	--
Wallis, Steven	10,000	10,000	*	--	--
Shirley, Paul	10,000	10,000	*	--	--
McDaniel, Harry W.	10,000	10,000	*	--	--
McDaniel, Donna	10,000	10,000	*	--	--
McDaniel, Layla	10,000	10,000	*	--	--
Ward, Christopher	20,000	20,000	*	--	--
Brock, Richard	150,000	150,000	*	--	--
Brock, Janice	10,000	10,000	*	--	--
Brock, Daniel	10,000	10,000	*	--	--
Ward, Joyce	10,000	10,000	*	--	--
Harris, Kevin	10,000	10,000	*	--	--
Monreal, Ken	10,000	10,000	*	--	--
Ward, Larry	10,000	10,000	*	--	--
Brewer, Jennifer	10,000	10,000	*	--	--
Badie, Roy	10,000	10,000	*	--	--
Badie, Mark	10,000	10,000	*	--	--
Wassell, Donna	100,000	100,000	*	--	--
Morrow, Tim	10,000	10,000	*	--	--
Sanchez, Ramon	10,000	10,000	*	--	--
Leicht, Craig	10,000	10,000	*	--	--
Sichenzia, Ross et. al. (vii)	700,000	700,000	*	--	--
Dan Valladao	150,000	150,000	*	--	--
Paula Bausman	100,000	100,000	*	--	--
Jonathan Keyser	100,000	100,000	*	--	--
Doug Nagel	1,000,000	1,000,000	*	--	--
OIC Nominees, Ltd.	1,000,000	1,000,000	2.45%	--	--
Bill Corbett	200,000	200,000	*	--	--
Mike Jacks	200,000	200,000	*	--	--
Total	14,695,000	14,695,000		--	--

23

(i) These columns represent the aggregate maximum number and percentage of shares that the selling stockholders can own at one time (and therefore, offer for resale at any one time).

(ii) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days. The percentage of shares owned by each selling stockholder is based on 45,194,999  shares issued and outstanding as of November 15, 2007.

(iii) Assumes that all securities registered will be sold.

(iv) and (vi) Number of shares consists entirely of shares of common stock of the Company.

(v) Number of shares includes shares issued to the selling stockholders in connection with the Private Offering. There were a total of 9,995,000 shares of the Company’s common stock issued to purchasers in the Private Offering at $0.10 per share. In addition, there were a total of 4,700,000 shares issued to persons for services provided to the Company, including 4,150,000 shares Issued to Vanguard Capital, LLC as a result of a 2 year business consulting agreement with the Company and 700,000 issuable to the law firm of Sichenzia, Ross, Friedman Ference LLP which received 700,000 shares for legal services provided to the Company. All shares owned by each selling shareholder are being registered and, if sold, no selling shareholder will own any of our stock after this offering.

(vi) Blue Ridge Services, L.P. and Vanguard Capital, LLC are under common ownership by Mr. James Byrd, Jr. The managing member of Vanguard Capital, LLC is Mr. Byrd. who is also the managing member of Blue Ridge Services, LLC, a general partner of Blue Ridge Services, L.P, which is owned principally by a family trust of Mr. Byrd’s. Blue Ridge Services, L.P. and Vanguard Capital, LLC, collectively, beneficially own 4,650,000 shares of the Company’s common stock, or 8.5%. 1,000,000 such shares have been paid for at $0.10 in connection with the Private Offering; the balance of the shares were issued by the Company in consideration of consulting services rendered. Specifically, 2,000,000 shares were issued in connection with a consulting agreement by and between the Company and Vanguard, of which 350,000 shares have been transferred by Vanguard in private transactions. Further, Vanguard cancelled certain cash-compensation consulting provisions, and an additional 2,000,000 shares were issued by the Company to Vanguard, which were taken in the form of stock options by Mr. Byrd. The shares underlying such options are not being registered in this registration statement.

(vii) Such shares have been issued to Sichenzia Ross Friedman Ference LLP in consideration of legal services rendered.

(viii) None of the selling stockholders are broker dealers.

PLAN OF DISTRIBUTION 

The selling stockholders and any of their respective pledgees, donees, assignees and other successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal

• facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately-negotiated transactions;

• broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

• through the writing of options on the shares;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

24

The selling stockholders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus. The selling stockholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.

The selling stockholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholders. The selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be "underwriters" as that term is defined under the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling stockholders, but excluding brokerage commissions or underwriter discounts.

The selling stockholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The selling stockholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations under such Act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other such person. In the event that any of the selling stockholders are deemed an affiliated purchaser or distribution participant within the meaning of Regulation M, then the selling stockholders will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then the selling stockholders will not be permitted to engage in a short sale of our common stock. All of these limitations may affect the marketability of the shares.

If a selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the common stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling stockholder and the broker-dealer.  

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

OTC Bulletin Board Considerations

As discussed elsewhere in this registration statement, the Company’s common stock is not currently traded on the Over the Counter Bulletin Board (“OTCBB”). To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an NASD Market Maker to file our application on Form 211 with the NASD, but as of the date of this prospectus, no filing has been made.

Holders

As of November 15, 2007, the approximate number of stockholders of record of the Common Stock of the Company was 55.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws, as amended, provide to the fullest extent permitted by Nevada law that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our rights and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

25

Section 78.7502 of the Nevada Revised Statutes provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he or she was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful. 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

26

LEGAL MATTERS

The validity of our common stock offered hereby will be passed upon by Sichenzia Ross Friedman Ference LLP, New York, New York. Sichenzia Ross Friedman Ference LLP has been issued 700,000 shares of the Company’s common stock in consideration of legal services rendered.

EXPERTS

The consolidated balance sheet of Gen2Media Corporation and its subsidiary  for the fiscal year ended June 30, 2007, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the period from inception (July 21, 2006) to June 30, 2007 appearing in this prospectus and registration statement have been audited by Cross, Fernandez & Riley, LLP independent registered public accounting firm, as set forth on their report thereon appearing elsewhere in this prospectus, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus does not contain all of the information in the registration statement and the exhibits and schedules that were filed with the registration statement. For further information with respect to the common stock and us, we refer you to the registration statement and the exhibits and schedules that were filed with the registration statement. Statements made in this prospectus regarding the contents of any contract, agreement or other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and at the SEC's regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, Woolworth Building and 233 Broadway New York, New York.

27

GEN2MEDIA CORPORATION

INDEX TO FINANCIAL  STATEMENTS

Gen2Media Corporation

and Subsidiary

(A Development Stage Company)

Consolidated Financial Statements

For the Period from July 21, 2006 (Date of Inception)

Through June 30, 2007

28

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

Contents

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements
Consolidated Balance Sheet	F-3
Consolidated Statement of Operations	F-4
Consolidated Statement of Shareholders’ Deficit	F-5
Consolidated Statement of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 to F-15

F-1

Report of Independent Registered Public Accounting Firm  

To the Board of Directors and Management

Gen2Media Corporation

Orlando, Florida

We have audited the accompanying consolidated balance sheet of Gen2Media Corporation and Subsidiary (a development stage company) as of June 30, 2007 and the related consolidated statements of operations shareholders’ deficit, and cash flows for the period from July 21, 2006 (date of inception) through June 30, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gen2Media Corporation and Subsidiary (a development stage company) as of June 30, 2007, and the results of their operations and their cash flows for the period from July 21, 2006 (date of inception) through June 30, 2007 in conformity with accounting principles generally accepted in the United States of America.

Certified Public Accountants

November  9, 2007

F-2

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

Consolidated Balance Sheet

June 30,	2007
Assets
Current:
Cash and cash equivalents	$	321,497
Total current assets		321,497
Furniture and equipment:
Computer equipment		36,764
Office furniture and fixtures		7,302
		44,066
Less:  Accumulated depreciation		(3,521	)
Net furniture and equipment		40,545
Intangibles:
Website platform		397,158
Patents		8,754
Other assets:
Deposits		18,381
Total intangibles and other assets		424,293
	$	786,335
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	54,042
Accrued expenses		25,921
Due to related parties		5,069
Total current liabilities		85,032
Notes payable to related parties		120,000
Total liabilities		205,032
Minority interest		380,651
Stockholders’ equity:
Common stock, $.001 par value; 100,000,000 shares authorized; 41,695,000 issued and outstanding		41,695
Additional paid-in capital		903,142
Deficit accumulated during the development stage		(644,185	)
Subscription receivable		(100,000	)
Total stockholders’ equity		200,652
	$	786,335

See accompanying notes to consolidated financial statements.

F-3

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

Consolidated Statement of Operations

For the Period From July 21, 2006 (Date of Inception) Through June 30,	2007
Revenues	$	–
Operating expenses		644,034
Minority interest in loss of subsidiary		(21,449	)
Net loss		(622,585	)
Net loss to common shareholders	$	(622,585	)
Basic net loss per common share	$	(0.02	)
Weighted average shares outstanding		38,915,114

See accompanying notes to consolidated financial statements.

F-4

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

Consolidated Statement of Shareholders’ Deficit

	Class A Common Stock				Additional Paid-In			Deficit Accumulated During Development
	Shares		Amount		Capital			Stage			Total
Balance at July 21, 2006 (date of inception)		–	$	–	$	–		$	–		$	–
Common stock issued to employees in stock exchange on May 17, 2007 (Note 8)		32,500,000		32,500		(7,163	)		–			25,337
Common stock issued for consulting services on May 17, 2007 (Note  9)		2,000,000		2,000		198,000			–			200,000
Common stock issued in private placement in June 2007 (Note 9)		7,195,000		7,195		712,305			–			719,500
Common stock subscribed at June 2007		–		–		(100,000	)		–			(100,000	)
Distributions to shareholders		–		–		–			(21,600	)		(21,600	)
Net loss		–		–		–			(622,585	)		(622,585	)
Balance at June 30, 2007		41,695,000	$	41,695	$	803,142		$	(644,185	)	$	(200,652	)

See accompanying notes to consolidated financial statements.

F-5

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

Consolidated Statement of Cash Flows

For the Period From July 21, 2006 (Date of Inception) Through June 30,	2007
Cash flows from operating activities:
Net loss	$	(622,585	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		3,521
Common stock issued for services		200,000
Minority interest in loss of subsidiary		(21,449	)
Net changes in:
Due to related parties		5,069
Accounts payable and accrued expenses		79,963
Net cash used by operating activities		(355,481	)
Cash flows from investing activities:
Investment in website platform		(397,158	)
Investment in patents		(8,754	)
Increase in deposits		(18,381	)
Purchase of furniture & equipment		(44,066	)
Net cash used by investing activities		(468,359	)
Cash flows from financing activities:
Contribution by minority interest		402,100
Proceeds from common stock issuance		644,837
Repayments on related party notes payables		(80,000	)
Loans from related parties		200,000
Distributions to shareholders		(21,600	)
Net cash provided by financing activities		1,145,337
Net increase in cash and cash equivalents		321,497
Cash and cash equivalents, July 21, 2006		–
Cash and cash equivalents, June 30, 2007	$	321,497
Supplemental cash flow information:
Non-cash investing activities:
Issuance of notes payable for website development	$	200,000

See accompanying notes to consolidated financial statements.

F-6

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

 Notes to Consolidated Financial Statements

1. Organization and Nature of Business The accompanying financial statements include Gen2Media Corporation and Subsidiary (collectively the “Company”). Gen2Media Corporation has one operating subsidiary, E360, LLC (“E360”), which is a Limited Liability Company organized on July 21, 2006 under Florida Law.   E360 owns a patent-pending technology for the display of online video, and a website for consumers to watch, download or own, in a library format, music videos, television shows or feature films.   Gen2Media Corporation was formed in May 2007 under the laws of the State of Nevada to acquire a majority interest in E360.   On May 10, 2007 95% of the ownership interest in E360 was acquired by Gen2Media Corporation in a stock exchange.

2. Summary of Significant Accounting Policies Basis of Consolidation   The accompanying consolidated financial statements include the accounts and transactions of Gen2Media Corporation and its subsidiary E360, LLC.  All significant intercompany accounts and transactions are eliminated in consolidation.

Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of less than three months to be cash equivalents.

The Company places its temporary cash investments with high quality financial institutions. At times, such investments may be in excess of FDIC insurance limits. The Company does not believe it is exposed to any significant credit risk with respect to cash and cash equivalents.

F-7

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

 Notes to Consolidated Financial Statements

Furniture and Equipment

Furniture and equipment are recorded at cost.  Depreciation is computed using straight-line methods applied to individual property items based on estimated useful lives.  The useful lives of furniture and equipment for purposes of computing depreciation are:

June 30,	Useful  Lives	2007
Computer equipment	5 years	$	36,764
Office furniture and equipment	7 years		7,302
			44,066
Less accumulated depreciation			(3,521	)
Property and equipment, net		$	40,545

Website Platform

Website platform includes capitalized costs incurred during the application and infrastructure development stage in accordance with EITF 00-02. These costs will be amortized when the website is placed in service.

Advertising

The Company follows the policy of charging all advertising and promotions to expense as incurred. The amount charged to expense during the period from July 21, 2006 (inception) to June 30, 2007, was $38,211.

Minority Interest

Minority interest represents the portion of the subsidiary not owned by Gen2Media Corporation.

F-8

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

 Notes to Consolidated Financial Statements

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from these estimates.

Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-lived assets.  This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.  No impairment charges were incurred during the period ended June 30, 2007.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.

F-9

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

 Notes to Consolidated Financial Statements

Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments - An Amendment of FASB Statements No. 133 and 140,” (“SFAS 155”). SFAS 155 provides entities with relief from having to separately determine the fair value of an embedded derivative that would otherwise be required to be bifurcated from its host contract in accordance with SFAS 133. It also allows an entity to make an irrevocable election to measure such a hybrid financial instrument at fair value in its entirety, with changes in fair value recognized in earnings. SFAS 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring for fiscal years beginning after September 15, 2006. The Company is currently evaluating the effect, if any, the adoption of SFAS 155 will have on its financial statements, results of operations and cash flows.

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109,” (“FIN 48”). FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of this standard on its financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement,” (“SFAS 157”). SFAS 157 simplifies and codifies guidance on fair value measurements under generally accepted accounting principles. This standard defines fair value, establishes a framework for measuring fair value and prescribes expanded disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect, if any, the adoption of SFAS 157 will have on its financial statements, results of operations and cash flows.

F-10

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

 Notes to Consolidated Financial Statements

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when quantifying Misstatements in Current Year Financial Statements,” (“SAB 108”). SAB 108 requires companies to evaluate the materiality of identified unadjusted errors on each financial statement and related financial statement disclosure using both the rollover approach and the iron curtain approach. The rollover approach quantifies misstatements based on the amount of the error in the current year financial statements whereas the iron curtain approach quantifies misstatements based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatement’s year(s) origin. Financial statements would require adjustment when either approach results in quantifying a misstatement that is material. Correcting prior year financial statements for immediate errors would not require previously filed reports to be amended. SAB 108 is effective for the first fiscal year ending after November 15, 2006. The Company is currently evaluating the effect, if any, the adoption of SAB 108 will have on its financial statements, results of operations and cash flows.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. The Company is currently evaluating the effect, if any, the adoption of SFAS 159 will have on its financial statements, results of operations and cash flows.

F-11

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

 Notes to Consolidated Financial Statements

3. Income Taxes Income Taxes   Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The components of deferred tax assets at June 30, 2007 are as follows:

June 30,	2007
Net operating loss	$	249,000
Valuation allowance		(249,000	)
Net deferred tax assets	$	–

F-12

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

 Notes to Consolidated Financial Statements

4. Related Party Transaction Since inception, the Company has issued notes payable to its shareholders, directors and officers to fund its operations.  Notes payable to these related parties are unsecured, Amounts outstanding under notes payable to related parties as of June 30, 2007 were $120,000, which are related to the development of the website.  The notes require repayment when the Company has sufficient cash resources and have an interest rate of 0%   Other amounts due to related parties in the next 12 months or less approximate $5,000 for short-tem loans made to the Company in December 2006.

5. Commitments Leases   The Company subleases office space on a month-to-month basis from Media Evolutions, Inc., a company owned by one of the Founders, for $3,574 per month.  Rent expense paid under this lease for the period from July 21, 2006 (inception) to June 30, 2007 totaled approximately $32,000.

Consulting Agreement

On April 1, 2007, the Company entered into an agreement with Vanguard, LLC, to assist it in developing a business and capital strategy for the Company. The agreement provides for a term of two years. The Vanguard Agreement provides as an incentive two million shares of Class A common stock and a $5,000 monthly consulting fee.  As of June 30, 2007, the Company had incurred $10,000 in cash consulting fees and issued the two million shares to Vanguard.

F-13

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

 Notes to Consolidated Financial Statements

6. Capital Stock Non-Cash Compensation Related to Stock-Based Transactions   The Company’s authorized capital stock consists of 100,000,000 shares of Class A common with a par value of $0.001.  In connection with the acquisition discussed in Note 1, three founders of the Company received a total of 32,500,000 shares of Class A common stock in Gen2Media in exchange for their 95% (9,500 member units) ownership interest in E360, LLC.   The shares are restricted until and unless the registration of said shares for resale becomes effective and may not be sold without registration under the Securities Act or pursuant to an exemption from registration. There is currently no public market for the shares.   In accordance with a registration rights agreement dated June 30, 2007, the Company intends to file an SB-2 or other similar registration statement with the Securities and Exchange Commission (“SEC”) that will include 10,000,000 shares.   In June 2007, the Company sold 7,195,000 shares of its common stock for $0.10 per share pursuant to a private placement of securities. The Company intends to use a portion of the proceeds to fund the development of the E360 Live website.

7. Earnings per Share The following is a reconciliation of basic net loss per common share:

Fiscal Year Ended June 30,	2007
Net operating loss	$	(622,585	)
Weighted average shares outstanding - basic		38,915,114
Basic net loss per common share	$	(0.02	)

F-14

Gen2Media Corporation and Subsidiary

(A Development Stage Company)

 Notes to Consolidated Financial Statements

8. Subsequent Events On July 10, 2007, the Company’s website was launched. On October 18, 2007, the Company approved 700,000 Class A common shares to be issued to Sichenzia, Ross, Friedman & Ference, LLP in return for legal services relating to filing a Form SB-2 Registration Statement. The agreement also requires cash payments of $30,000 in three installments, $10,000 as a retainer, $10,000 upon the first filing of the Form SB-2 and $10,000 upon the Security and Exchange Commission’s (SEC) declaration of effectiveness of the Form SB-2 and the issuance of the 700,000 shares. On October 25, 2007, the Company granted options for 5,000,000 Class A common shares pursuant to consulting agreements with Mr. Douglas Nagel, Mr. Tom Hansen and Mr. Tom Morris. These individuals will serve on a Business Advisory Board and assist the Company, on an as-needed basis, in developing key business strategies. The excise price is $0.05 per share.  The options vest 50% per year over two years and have a term of three years. On October 25, 2007, the Company granted an irrevocable option and warrant for 2,000,000 shares of Class A common stock at $.01 per share to Vanguard, LLC, a consultant, in consideration for its waiver of all future cash payments due under the Vanguard, LLC agreement (see Note 7).  The waiver is effective October 25, 2007.  The options vest immediately and have a term or three years. On October 25, 2007, the Company granted options for 2,000,000 shares of Class A common stock at $.05 per share to three manager directors in consideration for each of their employment agreements to serve the Company for a period of 5 years. The options vest 20% per year over 5 years and have a term of five years.

On October 30, 2007, the Company entered into an agreement with Veranda 414, LLC, a related party, to lease office space for term of 12 months, commencing on November 1, 2007.  The Company will pay $3,500 a month plus applicable taxes.

In October 2007, the Company sold 1,400,000 shares of its common stock for $.10 per share pursuant to a private placement of securities.

F-15

GEN2MEDIA CORPORATION AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET (UNAUDITED)

SEPTEMBER 30, 2007

Assets
Current:
Cash and cash equivalents	$	2,416
Employee advances		22,931
Accounts receivable		20,000
Total Current Assets		45,347
Furniture and Equipment:
Computer equipment		66,305
Office furniture and fixtures		7,302
		73,607
Less:  Accumulated depreciation		(6,345	)
Net Furniture and Equipment		67,262
Intangibles:
Patent pending		8,754
Website platform		406,302
Less: Accumulated amortization		(33,858	)
Net Website Platform		372,444
Other Assets:
Deposits		18,381
Total Intangibles and Other Assets		399,579
Total Assets	$	512,188
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	74,605
Accrued salaries		37,921
Due to related parties		125,069
Total Current Liabilities		237,595
Minority Interest		365,315
Stockholders' Deficit:
Common stock, $.001 par value; 100,000,000 shares authorized;
41,695,000 issued and outstanding		41,695
Additional paid in capital		903,142
Subscription receivable		(100,000	)
Deficit accumulated during the development stage		(935,559	)
Total Stockholders' Deficit		(90,722	)
Total Liabilities and Stockholders' Deficit	$	512,188

F-16

GEN2MEDIA CORPORATION AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED)

	Quarter Ended			Inception to
	09/30/07			09/30/07
REVENUES	$	20,541		$	20,541
OPERATING EXPENSES		327,250			971,286
MINORITY INTEREST IN LOSS OF SUBSIDIARY		(15,335	)		(47,537	)
NET LOSS		(291,374	)		(903,208	)
NET LOSS TO COMMON SHAREHOLDERS	$	(291,374	)	$	(903,208	)
BASIC NET LOSS PER COMMON SHARE		(0.01	)		(0.02	)

F-17

GEN2MEDIA CORPORATION AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

	Quarter Ended			Inception to
	09/30/07			09/30/07
Cash Flows from Operating Activities:
Net loss	$	(291,374	)	$	(903,208	)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation		2,817			6,346
Amortization		33,858			33,858
Common stock issued for services		-			200,000
Minority interest in loss of subsidiary		(15,335	)		(47,537	)
Net changes in:
Employee advances		(22,931	)		(22,931	)
Accounts receivable		(20,000	)		(20,000	)
Accounts payable and accrued expenses		32,570			112,527
Net Cash Used By Operating Activities		(280,396	)		(640,946	)
Cash Flows from Investing Activities:
Investment in website platform		(9,144	)		(406,302	)
Investment in patents		-			(8,754	)
Increase in deposits		-			(18,381	)
Purchase of furniture and equipment		(29,541	)		(73,607	)
Net Cash Used By Investing Activities		(38,685	)		(507,044	)
Cash Flows from Financing Activities:
Contribution by minority interest		-			402,100
Proceeds from common stock issuance		-			644,837
Repayments on related party notes payables		-			(80,000	)
Loans from related parties		-			205,069
Distributions to shareholders		-			(21,600	)
Net Cash Provided By Financing Activities		-			1,150,406
Net Increase (Decrease) in Cash and Cash Equivalents		(319,081	)		2,416
Cash and Cash Equivalents, Beginning		321,497			-
Cash and Cash Equivalents, Ending	$	2,416		$	2,416

F-18

GEN2MEDIA CORPORATION AND SUBSIDIARY

(A Development Stage Company)

SCHEDULE OF OPERATING EXPENSES (UNAUDITED)

	Quarter Ended		Inception to
	9/30/07		9/30/07
Advertising	$	40,839	$	79,050
Depreciation		2,824		6,345
Office maintenance and supplies		10,015		21,721
Professional fees		48,499		292,252
Rent		10,723		42,040
Taxes and licenses		489		2,022
Telephone		8,607		22,087
Other operating expenses		205,254		505,769
TOTAL OPERATING EXPENSES	$	327,250	$	971,286

F-19

GEN2MEDIA CORPORATION AND SUBSIDIARY

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS\

(unaudited)

1. Basis of Presentation The unaudited financial statements have been prepared by Gen2Media Corporation (a development stage enterprise, the “Company”), in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and applicable rules and regulations of the Securities and Exchange Commission.   The accompanying financial statements contain all normal recurring adjustments which are, in the opinion of management, necessary for the fair presentation of such financial statements.  Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted under such rules and regulations although the Company believes that the disclosures are adequate to make the information presented not misleading.     These unaudited financial statements should be read in conjunction with the financial statements and notes included in form SB-2 for the fiscal year ended June 30, 2007.  Interim results of operations for the three-month period ended September 30, 2007 may not necessarily be indicative of the results to be expected for the full year.

2. Organization and Nature of Business The accompanying financial statements include Gen2Media Corporation and Subsidiary (collectively the “Company”). Gen2Media Corporation has one operating subsidiary, E360, LLC (“E360”), which is a Limited Liability Company organized on July 21, 2006 under Florida Law.   E360 owns a patent-pending technology for the display of online video, and a website for consumers to watch, download or own, in a library format, music videos, television shows or feature films.   Gen2Media Corporation was formed in May 2007 under the laws of the State of Nevada to acquire a majority interest in E360.   On May 10, 2007 95% of the ownership interest in E360 was acquired by Gen2Media Corporation in a stock exchange.  

3. Summary of Significant Accounting Policies Basis of Consolidation   The accompanying consolidated financial statements include the accounts and transactions of Gen2Media Corporation and its subsidiary E360, LLC.  All significant intercompany accounts and transactions are eliminated in consolidation.

Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of less than three months to be cash equivalents.

The Company places its temporary cash investments with high quality financial institutions. At times, such investments may be in excess of FDIC insurance limits. The Company does not believe it is exposed to any significant credit risk with respect to cash and cash equivalents.

F-20

Furniture and Equipment

Furniture and equipment are recorded at cost.  Depreciation is computed using straight-line methods applied to individual property items based on estimated useful lives.  The useful lives of furniture and equipment for purposes of computing depreciation are:

September 30, 2007,	Useful  Lives	2007
Computer equipment	5 years	$	66,305
Office furniture and equipment	7 years		7,302
			73,607
Less accumulated depreciation			(6,345	)
Property and equipment, net		$	67,262

Website Platform

Website platform includes capitalized costs incurred during the application and infrastructure development stage in accordance with EITF 00-02. Development of the website was completed in July 2007 and has been placed in service.  Website platform has an estimated useful life of 3 years and will be amortized over 36 months on a straight-line basis

Advertising

The Company follows the policy of charging all advertising and promotions to expense as incurred. The amount charged to expense during the quarter from July 1, 2007 to September 30, 2007, was $40,839.

Minority Interest

Minority interest represents the portion of the subsidiary not owned by Gen2Media Corporation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from these estimates.

Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-lived assets.  This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.  No impairment charges were incurred during the interim period ended September 30, 2007.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.

F-21

Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments - An Amendment of FASB Statements No. 133 and 140,” (“SFAS 155”). SFAS 155 provides entities with relief from having to separately determine the fair value of an embedded derivative that would otherwise be required to be bifurcated from its host contract in accordance with SFAS 133. It also allows an entity to make an irrevocable election to measure such a hybrid financial instrument at fair value in its entirety, with changes in fair value recognized in earnings. SFAS 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring for fiscal years beginning after September 15, 2006. The Company is currently evaluating the effect, if any, the adoption of SFAS 155 will have on its financial statements, results of operations and cash flows.

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109,” (“FIN 48”). FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of this standard on its financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement,” (“SFAS 157”). SFAS 157 simplifies and codifies guidance on fair value measurements under generally accepted accounting principles. This standard defines fair value, establishes a framework for measuring fair value and prescribes expanded disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect, if any, the adoption of SFAS 157 will have on its financial statements, results of operations and cash flows.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when quantifying Misstatements in Current Year Financial Statements,” (“SAB 108”). SAB 108 requires companies to evaluate the materiality of identified unadjusted errors on each financial statement and related financial statement disclosure using both the rollover approach and the iron curtain approach. The rollover approach quantifies misstatements based on the amount of the error in the current year financial statements whereas the iron curtain approach quantifies misstatements based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatement’s year(s) origin. Financial statements would require adjustment when either approach results in quantifying a misstatement that is material. Correcting prior year financial statements for immediate errors would not require previously filed reports to be amended. SAB 108 is effective for the first fiscal year ending after November 15, 2006. The Company is currently evaluating the effect, if any, the adoption of SAB 108 will have on its financial statements, results of operations and cash flows.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. The Company is currently evaluating the effect, if any, the adoption of SFAS 159 will have on its financial statements, results of operations and cash flows.

F-22

4. Income Taxes Income Taxes   Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The components of deferred tax assets at September 30, 2007 are as follows:

September 30,	2007
Net operating loss	$	372,000
Valuation allowance		(372,000	)
Net deferred tax assets	$	–

5. Related Party Transaction Since inception, the Company has issued notes payable to its shareholders, directors and officers to fund its operations.  Notes payable to these related parties are unsecured, Amounts outstanding under notes payable to related parties as of September 30, 2007 were $120,000, which are related to the development of the website.  The notes require repayment when the Company has sufficient cash resources and have an interest rate of 0%   Other amounts due to related parties in the next 12 months or less approximate $5,000 for short-tem loans made to the Company in December 2006.

6. Commitments Leases   The Company subleases office space on a month-to-month basis from Media Evolutions, Inc., a company owned by one of the Founders, for $3,574 per month.  Rent expense paid under this lease during the interim period from July 1, 2007 to September 30, 2007 totaled approximately $10,723.

7. Capital Stock Non-Cash Compensation Related to Stock-Based Transactions   The Company’s authorized capital stock consists of 100,000,000 shares of Class A common with a par value of $0.001.  In connection with the acquisition discussed in Note 1, three founders of the Company received a total of 32,500,000 shares of Class A common stock in Gen2Media in exchange for their 95% (9,500 member units) ownership interest in E360, LLC.   The shares are restricted until and unless the registration of said shares for resale becomes effective and may not be sold without registration under the Securities Act or pursuant to an exemption from registration. There is currently no public market for the shares.   In accordance with a registration rights agreement dated June 30, 2007, the Company intends to file an SB-2 or other similar registration statement with the Securities and Exchange Commission (“SEC”) that will include 10,000,000 shares.   In June 2007, the Company sold 7,195,000 shares of its common stock for $0.10 per share pursuant to a private placement of securities. The Company intends to use a portion of the proceeds to fund the development of the E360 Live website.

F-23

8. Earnings per Share The following is a reconciliation of basic net loss per common share:

	THREE MONTHS ENDED   SEPTEMBER 30,
	2007
Net income (loss)  - basic	$	(306,710	)
Weighted average shares outstanding – basic		40,133,266
Basic net income (loss) per common share		(0.01	)

F-24

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS 

Item 24. Indemnification of Directors and Officers

Our Bylaws, as amended, provide to the fullest extent permitted by Nevada law that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our rights and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

Section 78.7502 of the Nevada Revised Statutes provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he or she was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

Nature of Expense	Amount
SEC registration fee	$	106.92
Accounting fees and expenses	$	50,000
Legal fees and expenses	$	25,000
TOTAL *	$	75,106.92

* Estimated

Item 26. Recent Sales of Unregistered Securities

From May 19, 2007 through November 15, 2007, the Company sold 10,000,000 shares of its common stock in the Private Placement. The Private Placement, in the amount of $1,000,000, was issued to 20 accredited investors and 20 unaccredited investors, and included up to 10,000,000 shares of the Company’s common stock at $0.10 per share.

The Selling Shareholders paid $0.10 per share for the Company’s common stock, with the exception of Vanguard Capital, LLC a consultant to the Company that received 4,000,000 shares under the terms of a consulting agreement with the Company, and Sichenzia Ross Friedman Ference LLP, which received its shares in connection with legal services rendered to the Company. The Shares are being offered for resale under this registration, and the Selling Shareholders intend to sell, as soon as practicable following the effectiveness of this registration, the Shares in the public market.

All of the foregoing issuances were exempt from registration under Section 4(2) of the Act and/or Regulation D or Regulation S, promulgated under the Act. None of the purchasers who received shares under Regulation S are U.S. person as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S., in accordance with Rule 903(c). Such purchasers acknowledged that the securities purchased must come to rest outside the U.S., and the certificates contain a legend restricting the sale of such securities until the Regulation S holding period is satisfied. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of Index Oil and Gas, Inc. or executive officers of Index Oil and Gas Inc., and transfer was restricted by Index Oil and Gas, Inc. in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

29

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 27. Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation of Gen2Media Corporation
3.2	Articles of Organization of E360 Live, LLC
3.3	By-laws of Gen2Media Corporation
5.1	Legality Opinion of Sichenzia Ross Friedman Ference LLP*
10.1	Form of Subscription Agreement and Investor suitability Representation, as of May 19, 2007
10.2	Form of Registration Rights Agreement, as of May 19, 2007
10.3	Form of Lock Up / Leak Out Agreement, dated May 19, 2007
10.4	Letter Agreement by and between Greatwater Holdings, LLC and E360, LLC, dated April 9, 2007
10.5	Membership Interest Purchase Agreement by and among certain members of E360, LLC and Gen2Media Corporation
10.6	Employment Agreement by and between Gen2Media Corporation and Kim Johnson dated August 1, 2007
10.7	Amendment Number 2 to Employment Agreement by and between Gen2Media Corporation and Kim Johnson dated December 7, 2007
10.8	Consulting Agreement by and between Vanguard Capital, LLC and Gen2Media Corporation, dated May 10, 2007
10.9	Amendment to Consulting Agreement by and between Vanguard Capital, LLC and Gen2Media Corporation, dated May 10, 2007
21.1	List of subsidiaries of the Company
23.1	Consent of Cross, Fernandez & Riley, LLP
23.2	Consent of Sichenzia Ross Friedman Ference LLP* (included in Exhibit 5.1)

**All exhibits have been filed herewith.

30

Item 28. Undertakings

 The undersigned Registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A , shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

31

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in Orlando, Florida on December 7, 2007.

		GEN2MEDIA CORPORATION
December 7, 2007	By:	/s/ Mary A. Spio
		Mary K. Spio
		Chief Executive Officer
December 7, 2007	By:	/s/ Richard Brock
		Richard Brock
		Chief Financial Officer (Principal financial Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mary Spio his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that attorney-in-fact or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Mary A. Spio	Director, President, and Chief Executive Officer	December 7, 2007
Mary A. Spio	(Principal Executive Officer)
/s/ Richard Brock	Chief Financial Officer	December 7, 2007
Richard Brock	(Principal Financial Officer)
/s/ Mark Argenti	Director, Secretary, and Chief Creative Officer	December 7, 2007
Mark Argenti	(Principal Executive and Financial Officer)
/s/ Ian McDaniel	Director, Treasurer, and Chief Technology Officer	December 7, 2007
Ian McDaniel

32

EX-3.1

Exhibit 3.1

                        Ross Miller

  Secretary of State

  206 North Carson Street

  Carson City, Nevada 89701-4299

  (775) 684 5708

  Webside: secretaryofstate.biz

	Entity #
	E0348492007-7
	Document Number
	20070342786-99
ARTICLES OF INCORPORATION	Date Filed
(PERSUANT TO NRS 78)	05/17/2007 9:30 Am
	In the office of
	/s/ Ross Miller
	Ross Miller
	Secretary of state  State of Nevada

Important: Read attached instructions before completing form.      ABOVE SPACE IS FOR OFFICE USE ONLY.

1.	Name of Corporation:	GEN2MEDIA Corporation
2.	Resident Agent  Name and Street Address: (must be nevada adress where process may be served)	American Corporate Register, Inc. Name 711 S. Carson Street STE 6                          Carson City   Nevada     92180 Street Address        City    State          Zip Code  P.O.BOX 2670                                                                                      RENO                             Nevada       89505-2670 Optional mailing Address                                                                  City                                 State          Zip Code
3.	Shares: (number of shares corporation authorized to issue)	Number of shares with par value:  100 Million Par Value: $  .01Number of shares without par value 0
	(number of shares corporationn authorized to issue)
4.	Names &Addresses of Board of Directors/Trustees (attach additional pages oif there is more than 3 directors/trustees)	1. Mary A. Spia Name 2000 Universal Studios, Ste 101                                 Orlando                Florida 32819 Street Address      City    State Zip Code 1. Mark Argenti Name 2000 Universal Studios, Ste 101                                 Orlando                Florida 32819 Street Address      City    State Zip Code 1. Ion McDaniel Name 2000 Universal Studios, Ste 101                                 Orlando                Florida 32819 Street Address      City    State Zip Code
5.	Purpose: (Optional-see instructions)	The purpose of  this Corporation shall be:
6.	Names, Address and  Signature of Incorporator: (attach additional pages if there is more than 1 incorporator)	James Byrd, Esq         /s/James Byrd, Esq Name           Signature 2295 S. Hiawasser  Rd Ste 414                                   Orlando                                  Fl                               32835    Address     City   State Zip Code
7.	Certificate of Acceptence of Appointment of Resident Agent:	I hereby accept appointment as Resident Agent for the above named corporation. CSC Services of Nevada, Inc. By: _/s/ JULJames Byrd, Esq______________________                                             04/26/2007 Authorized Signature of R.A. or On Behalf of R.A Company  Date

This form must be accompanied by approriate fees. See attached fee schedule.

EX-3.2

Exhibit 3.2

Electronic Articles of Organization For Florida Limited Liability Company   L06000072463 FILED 8:00 AM July 21, 2006 Sec. Of State mthomas

Article I

The name of the Limited Liability Company is:

E360 LLC

Article II

The street address of the principal office of the Limited Liability Company is:

2000 UNIVERSAL STUDIOS STE 101

ORLANDO, FL. 32819

The mailing address of the Limited Liability Company is:

2000 UNIVERSAL STUDIOS STE 101

ORLANDO, FL. 32819

Article III

The purpose for which this Limited Liability Company is organized is:

ANY AND ALL LAWFUL BUSINESS.

Article IV

The name and Florida street address of the registered agent is:

REGINA SPIO

2000 UNIVERSAL STUDIOS STE 101

ORLANDO, FL. 32819

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

Registered Agent Signature: REGINA SPIO

EX-3.3

Exhibit 3.3

BYLAWS

OF

GEN2MEDIA CORPORATION

A Nevada Corporation

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The principal office of the Corporation is hereby fixed in the State of Nevada or at such other location as may be determined from time to time by the board of directors of the Corporation.

SECTION 2. OTHER OFFICES. Branch or subordinate offices may be established by the Board of Directors at such other places as may be desirable.

ARTICLE II

SHAREHOLDERS

SECTION 1. PLACE OF MEETING. Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other location within or without the State of Nevada which may be designated by written consent of all persons entitled to vote thereat.

SECTION 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held on such day and at such time as may be fixed by the Board; provided, however, that should said day fall upon a Saturday, Sunday, or legal holiday observed by the Corporation at its principal executive office, then any such meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full business day. At such meetings, directors shall be elected by plurality vote and any other proper business may be transacted.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called for any purpose or purposes permitted under Chapter 78 of Nevada Revised Statutes at any time by the Board, the Chairman of the Board, the President, or by the shareholders entitled to cast not less than twenty-five percent (25%) of the votes at such meeting. Upon request in writing to the Chairman of the Board, the President, any Vice-President or the Secretary, by any person or persons entitled to call a special meeting of shareholders, the Secretary shall cause notice to be given to the shareholders entitled to vote, that a special meeting will be held not less than thirty-five (35) nor more than sixty (60) days after the date of the notice.

SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and (i) in the case of a special meeting the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of the nominees intended, at the time of the notice, to be presented by management for election. Notice of a shareholders' meeting shall be given either personally or by mail or, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or if no such address appears or is given, by publication at least once in a newspaper of general circulation in Clark County, Nevada. An affidavit of mailing of any notice, executed by the Secretary, shall be prima facie evidence of the giving of the notice.

1

SECTION 5. QUORUM. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If a quorum is present, the affirmative vote of the majority of shareholders represented and voting at the meeting on any matter, shall be the act of the shareholders unless specifically required otherwise in the Charter or Articles of Incorporation. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the number of shares required as noted above to constitute a quorum.

SECTION 6. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders meeting, whether or not a quorum is present, may be adjourned from time to time. In the absence of a quorum (except as provided in Section 5 of this Article), no other business may be transacted at such meeting.

SECTION 7. VOTING. The shareholders entitled to notice of any meeting or to vote at such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 8 of this Article.

SECTION 8. RECORD DATE. The Board may fix in advance, a record date for the determination of the shareholders entitled to notice of a meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The record date so fixed shall be not more than sixty (60) nor less than ten (10) days prior to the date of the meeting nor more than sixty (60) days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record

date for the meeting. The Board shall fix a new record date if the meeting is adjourned for more than forty-five (45) days. If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which notice is given. The record date for determining shareholders for any purpose other than as set in this

Section 8 or Section 10 of this Article shall be at the close of the day on which the Board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

SECTION 9. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 10. ACTION WITHOUT MEETING. Any action which, under any provision of law, may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the actions to be taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day on which the first written-consent is given.

2

SECTION 11. PROXIES. Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary not less than five (5) days prior to the meeting.

SECTION 12. CONDUCT OF MEETING. The Chief Executive Officer shall preside as Chairman at all meetings of the shareholders, unless another Chairman is selected. The Chairman shall conduct each such meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or principles of procedure. The Chairman's ruling on procedural matters shall be conclusive and binding on all shareholders, unless at the time of ruling a request for a vote is made by the shareholders entitled to vote and represented in person or by proxy at the meeting, in which case the decision of a majority of such shares shall be conclusive and binding on all  shareholders without limiting the generality of the foregoing, the Chairman SHALL have all the powers usually vested in the chairman of a meeting of shareholders.

ARTICLE III

DIRECTORS

SECTION 1. POWERS. Subject to limitation of the Articles of Incorporation, of these bylaws, and of actions required to be approved by the shareholders, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may, as permitted by law, delegate the management of the day-to-day operation of the business of the corporation to a management company or other persons or officers of the corporation provided that the business and affairs of the corporation

shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, it is hereby expressly declared that the Board shall have the following powers:

(a) To select and remove all of the officers, agents and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or by these bylaws, fix their compensation, and require from them, if necessary, security for faithful service.

(b) To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or these bylaws, as they may deem best.

(c) To adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock and to alter the form of such seal and such of certificates from time to time in their judgment they deem best.

(d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful.

(e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidence of debt and securities therefor.

3

SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be Nine (9)  until changed by amendment of the Articles or by a bylaw duly adopted by approval of the outstanding shares amending this Section 2. However, the corporation may have less than the authorized amount serving at any time.

SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at each annual meeting of shareholders but if any such annual meeting is not held or the directors are not elected the shareholders may elect a director or directors at any time to fill any vacancy or vacancies. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the resignation of a director tendered to take effect at a future time, the shareholders shall have power to elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.

SECTION 4. PLACE OF MEETING. Any meeting of the Board shall be held at any place within or without the State of Nevada which has been designated from time to time by the Board. In the absence of such designation meetings shall be held at the principal executive office of the corporation.

SECTION 5. REGULAR MEETINGS. Immediately following each annual meeting of shareholders the Board shall hold a regular meeting for the purpose of organization, selection of a Chairman of the Board, election of officers, and the transaction of other business. Call and notice of such regular meeting is hereby dispensed with.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board for any purposes may be called at any time by the Chairman of the Board, the President, or the Secretary or a majority of the directors. Special meetings of the Board shall be held upon at least four (4) days written notice or forty-eight (48) hours notice given personally or by telephone, telegraph, telex or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the

records of the Corporation or as may have been given to the Corporation by the director for the purposes of notice.

SECTION 7. QUORUM. A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of

directors, if any action taken is approved by at least a majority of the number of directors required as noted above to constitute a quorum for such meeting.

SECTION 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

SECTION 9. WAIVER OF NOTICE. The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made part of the minutes of the meeting.

4

SECTION 10. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting being adjourned. If the meeting is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of

adjournment.

SECTION 11. FEES AND COMPENSATION. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

SECTION 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

SECTION 13. COMMITTEES. The board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a) The approval of any action which requires shareholders' approval or approval of the outstanding shares;

(b) The filling of vacancies on the Board or on any committees;

(c) The fixing of compensation of the directors for serving on the Board or on any committee;

(d) The amendment or repeal of bylaws or the adoption of new bylaws;

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable by a committee of the board;

(f) A distribution to the shareholders of the corporation;

(g) The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. Unless the Board or such committee shall otherwise provide, the regular or special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

5

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall be the Chief Executive Officer, a president, a secretary and a Chief Financial Officer/ treasurer. The corporation may also have, at the discretion of the Board, one or more vice-presidents, one or more assistant vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article.

SECTION 2. ELECTION. The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected.

SECTION 3. SUBORDINATE OFFICERS. The Board may elect, and may empower the Chief Executive Officer to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board, or the Chief Executive Officer may from time to time direct.

SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by the Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall be necessary to make it effective.

SECTION 5. VACANCIES. A vacancy of any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed by these bylaws for the regular election or appointment to such office.

SECTION 6. CEO. The CEO shall be the chief executive officer and general manager of the corporation. The CEO shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board at all meetings of "the Board. The CEO has the general powers and duties of management usually vested in the chief executive officer and the general manager of a corporation and such other powers and duties as may be prescribed by the Board.

6

SECTION 7. PRESIDENT. In the absence or disability of the CEO, the President, shall perform all the duties of the CEO, and when so acting shall have all the powers of, and be subject to all the restrictions upon the CEO. The President shall have such other powers and perform such other duties as from time to time may be

prescribed for them respectively by the CEO or the Board.

SECTION 8. SECRETARY. The Secretary shall keep or cause to be kept, at the principal executive offices and such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at shareholders' meetings, and proceedings thereof. The Secretary shall keep, or cause

to be kept, a copy of the bylaws of the corporation at the principal executive office of the corporation. The Secretary shall keep, or cause to be kept, at the principal executive office, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board and any committees thereof required by these bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

SECTION 9. TREASURER. The Treasurer is the chief financial officer (CFO of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and financial-transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these bylaws required to be sent to them. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with

such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the CEO and directors, whenever they request it, an account of all transactions as Treasurer and of the financial conditions of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

SECTION 10. AGENTS. The CEO, President, the Secretary or Treasurer may appoint agents with power and authority, as defined or limited in their appointment, for and on behalf of the corporation to execute and deliver, and affix the seal of the corporation thereto, to bonds, undertakings, recognizance, consents of surety or other written obligations in the nature thereof and any said officers may remove any such agent and revoke the power and authority given to him.

ARTICLE V

OTHER PROVISIONS

SECTION 1. DIVIDENDS. The Board may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by law, subject to any contractual restrictions on which the corporation is then subject.

7

SECTION 2. INSPECTION OF BY-LAWS. The Corporation shall keep in its Principal executive Office the original or a copy of these bylaws as amended to date which shall be open to inspection to shareholders at all reasonable times during office hours. If the Principal Executive Office of the corporation is outside the State of Nevada and the Corporation has no principal business office in such State, it shall upon the written notice of any shareholder furnish to such shareholder a copy of these bylaws as amended to date.

SECTION 3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The CEO or any other officer or officers authorized by the Board or the CEO are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the

name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

ARTICLE VI

INDEMNIFICATION

SECTION 1. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. Subject to the limitations of law, if any, the corporation shall have the Power to indemnify any director, officer, employee and agent of the corporation who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of to procure a judgment in its favor) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, provided that the Board shall find that the director, officer, employee or agent acted in good faith and in a manner which such person reasonably believed in the best interests of the corporation and, in the case of criminal proceedings, had no reasonable cause to believe the conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere shall not, of itself create a presumption that such person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that such person had reasonable cause to believe such person's conduct was unlawful.

SECTION 2. INDEMNIFICATION IN ACTIONS BY OR ON BEHALF OF THE CORPORATION. Subject to the limitations of law, if any, the Corporation shall have the power to indemnify any director, officer, employee and agent of the corporation who was or is threatened to be made a party to any threatened, pending or completed legal action by or in the right of the Corporation to procure a judgment in its favor, against expenses actually and reasonable incurred by such person in connection with the defense or settlement, if the Board of Directors determine that such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily, prudent person would use under similar circumstances.

SECTION 3. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the officer, director, employee or agent to repay such amount unless it shall be determined ultimately that the officer or director is entitled to be indemnified as authorized by this Article.

SECTION 4. INSURANCE. The corporation shall have power to purchase and maintain insurance on behalf of any officer, director, employee or agent of the Corporation against any liability asserted against or incurred by the officer, director, employee or agent in such capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify the officer, or director, employee or agent against such liability under the provisions of this Article.

ARTICLE VII

AMENDMENTS

These bylaws may be altered, amended or repealed either by approval of a majority of the outstanding shares entitled to vote or by the approval of the Board; provided however that after the issuance of shares, a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a flexible Board or vice versa may only be adopted by the approval by an affirmative vote of not less than two-thirds of the corporation's issued and outstanding shares entitled to vote.

8

EX-5.1

Exhibit 5.1

Sichenzia Ross Friedman Ference LLP

61 BROADWAY  NEW YORK NY 10007

TEL  212 930 9700   FAX  212 930 9725

December 5, 2007

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

RE:  Gen2Media Corporation

                    Form SB-2 Registration Statement

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form SB-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by Gen2Media Corporation, a Nevada corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration of up to 14,695,000 shares of the Company's common stock.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized are, or will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable under the laws of the State of Delaware, including statutory provisions, all applicable provisions under the Delaware state constitution, and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus.  In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

By:	/s/ SICHENZIA ROSS FRIEDMAN FERENCE LLP
	SICHENZIA ROSS FRIEDMAN FERENCE LLP

EX-10.1

Exhibit 10.1

GEN2MEDIA CORPORATION

SUBSCRIPTION AGREEMENT

AND INVESTOR SUITABILITY REPRESENTATION

Gen2Media Corporation

Xxxxxxxxxx (address)

Xxxxxxxxxxx

xxxxxxxxxxxx

Gentlemen:

The undersigned hereby offers to subscribe for shares of common stock (the "Shares" of "Common Stock") of Gen2Media Corporation (the “Company”) at a subscription price of $0.10 per Share.

1.   Subscription.

Subject to the terms and conditions hereinafter set forth in this Subscription Agreement, the undersigned hereby offers to purchase__________ Shares at $0.10 per Share, for an aggregate subscription amount of $___________________.  A check in the amount of $____________________ payable to the order of E360, LLC (The Subsidiary of the Company) is delivered herewith.

2.   Conditions to Subscription.

I understand that the Company has the right to accept or reject this Offer, in whole or part, for any reason whatsoever; and I agree to comply with the terms of this Subscription Agreement and to execute and deliver any and all further documents requested by the Company.

I understand that this subscription is not effective until the Company accepts it by countersigning this Subscription Agreement by an authorized officer.

1

3.   Representations and Warranties.

In order to induce the Company to accept this Offer, I hereby warrant and represent as follows:

A.           I have sufficient liquid assets to sustain a loss of my entire investment in the Company.

B.(check one)

(     )                      I am (i) an Accredited Investor as the term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”).  In general, an “Accredited Investor” is deemed to be an institution with assets in excess of $5,000,000 or individual with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.

Or

(      )                      I am a sophisticated investor that is capable of understanding the nature of this investment, and the risks inherent in making such an investment, and I am capable of sustaining the loss of my entire investment.

C.I have reviewed the Company's Private Placement Memorandum dated May 15, 2005 (the "Memorandum").  The Company has not made any other representations or warranties to me with respect to the Company except as contained in the Memorandum.

D.I have not authorized any person or institution to act as my Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Act) in this transaction.  I represent that I have such knowledge and experience in financial, investment and business matters that I am capable of evaluating the merits and risks of the prospective investment in the Common Stock.  I have consulted with such independent legal counsel or other advisers as I have deemed appropriate to assist me in evaluating my proposed investment in the Company.

E.I represent that (i) I have adequate means of providing for my current financial needs and possible personal contingencies, and have no need for liquidity in the Common Stock; (ii) I can afford to hold the Common Stock for an indefinite period of time and can sustain a complete loss of the entire amount of the subscription; and (iii) I have not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive.

F.I have been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and I have availed myself of such opportunity to the extent I considers appropriate in order to permit me to evaluate the merits and risks of an investment in the Company.

2

G.I understand that the Company has not registered the Shares of Common Stock under the Act in reliance on an exemption for transactions by an issuer not involving a public offering.

H.I understand that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities.

I.I am acquiring the Shares of Common Stock solely for my own account for personal investment and not with a view to any distribution, or for resale.  I further represent that no other person has a beneficial interest in the Securities subscribed for, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company.  I do not intend to dispose of all or any part of the Securities except in compliance with the provisions of the Act and applicable state securities laws and I understand that the Securities are being offered pursuant to a specific exemption under the provisions of the Act, which exemption(s) depend, among other things, upon the compliance with the provisions of the Act.

J.I represent and agree that I will not sell, transfer, pledge or otherwise dispose of or encumber the Shares of Common Stock except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any such sale, transfer, pledge, disposition or encumbrance, I will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that registration under the Act and any applicable state securities laws is not required.

K.I understand, agree and consent that the Company insert the following or similar legend on the face of the certificates representing the Shares:

"These securities have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under the act and any applicable state securities laws is available.”

L           I certify that each of the foregoing representations and warranties set forth in subsections (A) through (K) inclusive of this Section 3 are true as of the date hereof.

3

4.   Indemnification.

I understand that the Securities are being offered without registration under the Act and in reliance upon the exemption for transactions by an issuer not involving any public offering; that the availability of such exemptions is, in part, dependent upon the truthfulness and accuracy of my representations in this agreement; that the Company will rely on such representations in accepting any subscriptions for the Securities and that the Company may take such steps as it considers reasonable to verify the accuracy and truthfulness of such representations in advance of accepting or rejecting my subscription.  I agree to indemnify and hold harmless the Company against any damage, loss, expense or cost, including reasonable attorneys’ fees, sustained as a result of any misstatement or omission on my part.

5.   Revocation.

I agree that I will not cancel, terminate or revoke this Subscription Agreement or any agreement made herein, and that this Subscription Agreement shall survive my death or disability.

6.   Termination of Subscription Agreement

If the Company elects to cancel this Subscription Agreement, this Offer shall be null and void and of no further force and effect, and no party shall have any rights against any other party hereunder, except for the return of the subscription price.

7.   Miscellaneous

(A)   All notices or other communications given or made hereunder shall be in writing and shall be mailed by registered or certified mail, return requested, postage prepaid, to the undersigned at his address set forth below and to Gen2Media Corporation, XXXXXXXXX ATTN: Ms. Mary Spio, President and CEO.

(B)   This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by writing executed by all parties.

(C)   The provisions of the Subscription Agreement shall survive the execution thereof.

The Securities are to be issued in   (check one box):

_____ Individual name (if applicable)

______ Joint tenants with rights of survivorship

______ Tenants in the entirety

______ Corporation (an officer must sign)

______ Partnership (all general partners must sign)

8.   Certification.I certify that he has read this entire Subscription Agreement and that every statement on his part made and set forth herein is true and complete.

4

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date his signature has been subscribed and sworn to below.]

_______________________________________________________________

Print Name of Investor

Print Name of Joint Investor

Signature of Investor

Signature of Joint Investor

Print Name of Corporation, Partnership or other Institutional Investor

By: ______________________________

Name: ____________________________

Title: _____________________________

Accepted as of the ____day of _______________, 2007

Gen2Media Corporation

By____________________________

Mary Spio, President

5

EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _______________________, 2007 (the “Closing”), by and between GEN2MEDIA CORPORATION, a  Nevada corporation (the “Company”) and ___________________   (the “Stockholder”).

RECITALS:

WHEREAS, the Company and the Stockholder are parties to a Stock Purchase Agreement dated as of _________________, 2007 (the “Purchase Agreement”); and

WHEREAS, in connection with the issuance by the Company of the shares of Common Stock, and as an inducement to consummate the transactions contemplated by the Purchase Agreement, the Company has agreed to file a registration statement with the Commission in compliance with the Securities Act in respect to the shares of Common Stock issued in connection with the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereby agree with each other as follows:

Certain Definitions.  As used in this Agreement, the following terms shall have the following respective meanings:

“Commission” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“Common Stock” shall mean the Company’s common stock as constituted as of the date of this Agreement.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Shares” shall mean shares of: (a) Common Stock issued in connection with the Purchase Agreement; and (b) any securities of the Company issued as (or issuable upon the conversion or exercise of any warrant, right, or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities.

“Registration Expenses” shall mean the expenses so described in Section 5.

“Restricted Stock” shall mean the Shares, excluding Shares which have been:  (a) registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them; or (b) publicly sold pursuant to Rule 144 under the Securities Act.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

1

“Selling Expenses” shall mean the expenses so described in Section 5.

1.Restrictive Legend.  Each certificate representing Shares shall, except as otherwise provided in this Section 2, be stamped or otherwise imprinted with a legend substantially in the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

A certificate shall not bear such legend if:  (a) the Shares represented by such certificate have been registered under the Securities Act; or (b) in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.

2.Required Registration.  The Company shall use its best efforts to effect the registration under the Securities Act of all of the shares of Restricted Stock held by the Stockholder, or his respective assigns, pursuant to the terms of this Agreement.

3.Registration Procedures.  Specifically,  the Company will, at it’s expense:

(a)prepare and file with the Commission as soon as is commercially practical, a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or until the Restricted Stock held by the Stockholder can be publicly sold pursuant to Rule 144 under the Securities Act;

(b)prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in subsection (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period;

(c)furnish to each seller of Restricted Stock, and to each underwriter if applicable, such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such registration statement;

2

(d)use its commercially reasonable efforts to register or qualify the Restricted Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten offering, the managing underwriter reasonably shall request; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

                               (e)use its commercially reasonable efforts to list the Restricted Stock covered by such registration statement with any securities exchange or stock market on which the Common Stock of the Company is then listed;

(f)immediately notify each seller of Restricted Stock and each underwriter, if applicable, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(g)if the offering is underwritten and at the request of any seller of Restricted Stock, use its commercially reasonable efforts to furnish on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements contained therein); and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel; and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;

3

(h)make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or representative or agent in connection with such registration statement; and

(i)if at such time as the Company files a registration statement pursuant to the requirements of Section 3 it is a registrant entitled to use Form S-3 or any successor thereto to register the Restricted Stock, use its best efforts to register the Restricted Stock under the Securities Act on Form S-3 or any successor thereto, for public sale in the manner specified by the holders thereof.

In connection with any registration pursuant to Section 3 that is underwritten, the Company and each seller agree to enter into a written agreement with the managing underwriter selected by the sellers in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature.

For purposes of Sections 4(a) and 4(b), the period of distribution of Restricted Stock in any registration statement shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby or 180 days after the effective date of such registration statement.

In connection with each registration hereunder, the sellers of Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.

4.Expenses.

(a)All expenses incurred by the Company in complying with Sections 3 and 4, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars and costs of insurance, but excluding any Selling Expenses, are called “Registration Expenses.”  All underwriting discounts and selling commissions applicable to the sale of Restricted Stock are called “Selling Expenses.”

(b)The Company will pay all Registration Expenses in connection with any registration statement under Section 3.  All Selling Expenses in connection with each registration statement under Section 3 shall be borne by the participating sellers in proportion to the number of shares sold by each, or by such participating sellers other than the Company (except to the extent the Company shall be a seller) as they may agree.

4

5.Indemnification and Contribution.

(a)Upon the registration of any of the Restricted Stock under the Securities Act pursuant to Section 3, the Company will indemnify and hold harmless each seller of such Restricted Stock thereunder, each underwriter, if applicable, of such Restricted Stock thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, along with the partners, members, directors, and officers of each such seller, underwriter or controlling person, against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Section 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such seller, each such underwriter and each such controlling person, along with the partners, members, directors, and officers of each such seller, underwriter or controlling person, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such seller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus or supplement thereof.

(b)In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 3, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Section 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus or supplement thereof, and; provided, further, however, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Restricted Stock covered by such registration statement.

(c)Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof.  The omission so to notify the indemnifying party shall not relieve it from any liability that it may have to such indemnified party other than under this Section 6 and shall only relieve it from any liability that it may have to such indemnified party under this Section 6 if and to the extent the indemnifying party is prejudiced by such omission.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

5

(d)In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either:  (i) any holder of Restricted Stock exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this Section 6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case; or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 6; then, and in each such case, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such holder is responsible for the portion represented by the percentage that the public offering price of its Restricted Stock offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company shall be responsible for the remaining portion; provided, however, that, in any such case:  (A) no such holder will be required to contribute any amount in excess of the net proceeds received by such seller from the sale of Restricted Stock covered by such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

6.Changes in Common Stock.  If, and as often as, there is any change in the Common Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed.

7.Rule 144 Reporting.  With a view to making available the benefits of certain rules and regulations of the Commission, which may at any time permit the sale of the Restricted Stock to the public without registration, at all times after 180 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, the Company agrees to:

(a)make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; and

(b)use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act.

8.Miscellaneous.

(a)An original copy of this Agreement shall be kept by the Secretary of the Company.

(b)All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of any Restricted Stock), whether so expressed or not.

(c)All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, addressed as follows:

6

(i)  if to the Company or any other party hereto, at the address of its principal place of business and as last recorded in any of the company’s records;

(ii)  if to any subsequent holder of Restricted Stock, to it at such address as may have been furnished to the Company in writing by such holder;

or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Restricted Stock) or to the holders of Restricted Stock (in the case of the Company) in accordance with the provisions of this paragraph.

(d)This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of law.

(e)This Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of the Company and the holders of at least a majority of the Restricted Stock.

(f)This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(g)The Company shall not grant to any third party any registration rights more favorable than or inconsistent with any of those contained herein, so long as any of the registration rights under this Agreement remain in effect.

(h)If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

(i)This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

[Signatures on following page]

7

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the day and year first written above.

COMPANY:
Gen2Media Corporation
By:	/s/
	Print Name: Mary Spio
	Its: President

STOCKHOLDER:
By:	/s/
	Print Name:

8

EX-10.3

Exhibit 10.3

GEN2MEDIA CORPORATION

LOCK UP/LEAK OUT AGREEMENT

This Agreement is entered into by and between Gen2Media Corporation (“the Company”) and ________________________________________, (“Shareholder”).

1.   Shareholder owns certain shares (“the Shares”) of common stock of the Company having purchased the Shares pursuant to the terms of a Subscription Agreement entered into between the parties of even date herewith.

2.   The Parties are also parties to a Registration Rights Agreement, of even date herewith, pursuant to which the Company has agreed to register the Shares for resale as publicly traded shares.

3.   The Company desires to provide for an orderly liquidation of all of the shares of the Company for the purpose of protecting shareholder value for all shareholders, and therefore has required the execution of this Lock up/Leak out Agreement by all shareholders that purchased shares in the Private Placement offered by the Company.

4.   Upon registration of the Shares by the Company, and once the Share become eligible for trading on either the OTC Bulletin Board, the OTC Pink Sheets or any other recognized exchange, the Company will release for sale to Shareholder 10% of Shareholders shares each 30 days thereafter.

1

5.   Once registered, Shareholder shall deposit 100% of his shares into the escrow account with the corporate attorney for the Company, and shall receive 10% of those shares each 30 days until Shareholder  has received 100% of his or her shares.

6.   During the 10 month lock up and leak out period, Shareholder agrees that it will not take any action whatsoever to attempt to sell, transfer, liquidate or hypothecate any of the Shares other than those which have been released hereunder, and Shareholder agrees that it will not take any action to “sell short” any of those shares. However, once a 10% block of the Shares has been released to the Shareholder, the Shareholder shall be free from any restriction, and shall be entitled to sell, or otherwise dispose of the Shares.

7.   The Company shall have the right, in its sole discretion, to waive any part or all of the requirements of this Agreement, and may also allow certain private transfers of the Shares, however, in the event of a private transfer, the transferee shall be required to execute an Agreement in substantially the same form as this Agreement.

8.   This Agreement is governed under Nevada Law, however, shall be enforceable in a court of competent jurisdiction in Orange County, Fl. This Agreement is the complete agreement between the parties with regard to the matters herein contained, and any modification of this Agreement shall only be valid if it is in writing and signed by all parties.

Wherefore, this Agreement is executed this _______ day of ___________________________, 2007.

Gen2MEDIA Corporation                                                                                           Shareholder

_____________________________________                                                  _______________________________________

By:                                                                                                                                  By:

2

EX-10.4

Exhibit 10.4

GREATWATER HOLDINGS, LLC

E360 LLC

2000 Universal Studios, Ste 101

Orlando, FL  32819

Dear Sir or Madam:

The undersigned hereby requests to purchase five hundred (500) Membership Units in E360 LLC, a Florida limited liability company (the "Company") at a total price of $274,559.49, which amount has previous been paid to the Company.

The undersigned, understands and agrees that the Company is undertaking a speculative business venture and that no assurances have been or can be made by the Company or any person involved with the Company regarding the performance or business operation of the Company.  The undersigned acknowledges that it has conducted an independent investigation of the merits and risks of investing in the Company and is not relying on the Company, its Managers or any other related person or entity in connection with is investment decision.

The undersigned represents and warrants to the Company that he has received a copy of the: (i) Articles of Organization of the Company dated July 21, 2006 and (ii) form of Operating Agreement of the Company ("Operating Agreement").  The undersigned represents and warrants to the Company that it has reviewed such documents carefully prior to executing this letter agreement.  The undersigned acknowledges that it has had the opportunity to ask questions of, and receive answers from, representatives of the Company.

The undersigned understands that the Membership Units are not publicly traded and that there will be no public market for such Membership Units.  In addition, the undersigned understands and agrees that such Membership Units would be sold in a transaction, exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and, in certain cases, of state securities laws, and that the Membership Units would be subject to transfer restrictions under the Act and applicable state securities laws (in addition to certain transfer restrictions provided by the Operating Agreement), and must be held indefinitely unless subsequently registered under the Act and applicable state securities laws or an exemption from such registration is available.  The undersigned further understands and agrees that the Company is under no obligation to register the Membership Units and that any exemptions are extremely limited.

The undersigned represents and warrants to the Company that it would be acquiring the Membership Units for its own account for investment only and not with a view to any resale or distribution thereof.  The undersigned represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment represented by the Membership Units and that it is able to bear the economic risk of such investment including, without limitation, the risk that such investment must be held indefinitely by it, except to the extent that withdrawal is permitted under applicable law, and the risk of loss of the investment.  The undersigned acknowledges that, in selling Membership Units to it in a transaction exempt from the registration requirements of the Act and applicable state securities laws, the Company is relying on the foregoing representations.

1

The undersigned represents and warrants to the Company that:

(i)           It has all requisite power and authority to enter into and perform this letter agreement and to carry out the transactions contemplated hereby and that the execution, delivery and performance of this letter by the undersigned does not require the consent, waiver, approval, license or authorization of any person, government entity or public authority, and does not violate any law, decree or regulation applicable to the undersigned.

(ii)           This letter constitutes a legal, valid and binding obligation of the undersigned enforceable against it in accordance with its terms.

(iii)           The representations and warranties of the undersigned contained in this letter an all information furnished by the undersigned to the Company pursuant to this letter are true, accurate, complete and correct in all respects.

(iv)           This letter agreement constitutes the entire agreement between the undersigned and the Company relating to the subject matter hereof and supersedes any and all prior agreements or understandings, whether written or oral, by the parties.

The Membership Unites requested to be purchased hereby will be deemed issued upon acceptance by the Company.  Upon such acceptance, the undersigned shall execute and deliver to the Company the Operating Agreement and such other documents as may be reasonably requested by the Company or its counsel.  The undersigned acknowledges that upon acceptance, neither it nor any of its related parties shall be owned any amounts by the Company and all funds previously made available to the Company shall be deemed payment for the Membership Units.

The Company represents and warrants that:

(i)           the company has full right, power and authority to enter into this letter agreement and to sell the Membership Units hereunder, free and clear of all liens, charges, claims, security agreements, equities, options, pledges and encumbrances whatsoever;

(ii)           this letter agreement constitutes the valid and legally binding obligation of the Company and is enforceable against the Company in accordance with its terms;

(iii)           there are no share certificates evidencing the Membership Units; and

(iv)           the Company is duly organized and validly existing under the laws of the State of Florida.

2

This letter agreement contains the entire agreement between the Company and the undersigned, shall be governed by and construed under the laws of the State of Florida, is intended take effect as an instrument under seal and shall be binding on the undersigned in accordance with its terms.

In executing this letter, the undersigned requ4ests to purchase the following:

(1)           MEMBERSHIP UNITS:            500

(2)           TOTAL CASH PAID:               $274,559.49

Executed this _____ day of ______, 2007, at _____________________, _____________.

GREATWATER HOLDINGS, LLC

By:

Jonah Ninger

Approved and Accepted:

E360 LLC

By:

Date signed:  ____________________

3

EX-10.5

Exhibit 10.5

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 1^st  day of May, 2007, (the “Effective Date”), by and among certain members of E360, LLC, a Florida Limited Liability Company (“Sellers”), and GEN2MEDIA Corporation, a to-be-formed Nevada corporation (“Buyer”) regarding the purchase and sale of certain membership units owned by Sellers in E360, LLC (the “Company”)

RECITALS

WHEREAS, Sellers comprise  members of the Company holding 95% of the membership interests therein (the “Interest”); and

WHEREAS, Buyer has agreed to purchase from Sellers, and Sellers have agreed to sell to Buyer, the Interest and all other right, title and interest of Sellers in the Company, all in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and in exchange for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto now agree as follows:

AGREEMENT

1.           Recitals.  The above recitals are true and correct, are acknowledged by the parties hereto and are incorporated into this Agreement by this reference.

2.           Sale of Interest; Closing Deliveries.  The closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated on the date hereof (the “Closing Date”).  At the Closing, the following documents, instruments and agreements shall be executed and/or delivered, subject to the terms of this Agreement, by the parties as set forth below:

a.           Sellers shall effect the sale of the Interest by delivering to Buyer duly and properly executed assignments, (the “Assignments”), together with such other documents of transfer as are reasonably necessary in Buyer’s opinion to effect the transfer of the Interest in accordance with the terms of this Agreement.

b.           Buyer shall deliver to Sellers the Purchase Price as defined in and pursuant to paragraph 3 hereinbelow.

c.           The Company, Buyer and Sellers shall each deliver to one another, as appropriate, such other certificates, documents, instruments and agreements as any of the Company, Buyer or Sellers shall deem reasonably necessary in order to confirm or effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to each party requesting the same.

1

3.           Purchase Price; Payment

a.           The purchase price for the Interest (the “Purchase Price”) shall be by issuance of a total of 32,499,999 shares of restricted, Class A Common Stock of Buyer, in a tax free exchange. Said shares shall be restricted and shall not be tradable in any public market until such time, and unless allowed by applicable laws. Buyer makes no representation as to the value or marketability of said shares.  Said shares shall be issued in the following amounts: 10,833,333 to Mary Spio, 10,833,333 to Mark Argenti and 10,833,833 to Ian McDaniel.

4.           Representations and Warranties.

a.           Sellers’ Representations and Warranties.  Sellers, jointly and severally,  represent and warrant to the Buyer and to the Company as follows:

i.           Power and Authority.  Sellers have all requisite power, authority and capacity to enter into this Agreement and the Assignments and to perform their respective obligations under this Agreement and the Assignments.  This Agreement, the Assignments and the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Sellers.  This Agreement and the Assignments have been duly executed and delivered by Sellers and constitute the legal, valid and binding obligation of Sellers, enforceable against Sellers in accordance with its terms.  No further action of any other party is or will be required in connection with the transactions contemplated hereby.

ii.           No Conflict.  The execution and delivery of this Agreement and the  Assignments and any other agreements and instruments to be executed and delivered hereunder or in connection herewith and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof and thereof do not and will not (i) violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, modification or acceleration of the performance required by or a loss of a benefit under, or result in the creation of any encumbrance upon the Interest or any other properties or assets of Sellers under any note, bond, mortgage, indenture, deed of trust, license, agreement, lease, permit, franchise or other instrument or obligation to which Sellers are a party or by which the Interest is bound or affected, or (ii) violate any law, rule, regulation, order or code by which any of the Interest or Sellers’ properties are bound or affected.

iii.           Interest Ownership.  Sellers are, immediately prior to the Effective Date hereof, and will be, upon the assignment of the Interest to Buyer, the sole owners, free and clear of any claims, liens, options, pledges, security interests, charges, encumbrances and restrictions whatsoever, of the Interest.

iv.           Litigation.  There is no litigation or proceeding pending, or to Sellers’ best knowledge, threatened, against or relating to Sellers, their properties or business, or against or relating to the Interest, nor do Sellers have reasonable grounds to know of any basis for any such action or of any governmental investigation thereof.

v.           Disclosure.  No representation or warranty made by Sellers in this Agreement, nor any statement or certificate furnished or to be furnished pursuant hereto, or furnished or to be furnished in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein not misleading.

2

The foregoing representations and warranties are true and accurate as of the date hereof and shall survive the execution and delivery of this Agreement and the purchase of the Interest.  Sellers agree to jointly and severally indemnify and hold the Company and its affiliates, successors, assigns, and their managers, officers, directors, members, shareholders, employees, agents and representatives, and Buyer and its trustees and beneficiaries, and their heirs, beneficiaries, agents and representatives, harmless from and against any and all expenses, including reasonable attorneys’ fees, and tax and untaxed costs and other reasonable expenses, losses, damages or liabilities due to or arising out of a breach by Sellers of any representation or warranty made by Sellers herein.

b.           Buyer’s Representations and Warranties.  Buyer makes representations and warranties to the Sellers as follows:

i.           Power and Authority.  Buyer has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.  No further action of any other party is or will be required in connection with the transactions contemplated hereby.

ii.           No Conflict.  The execution and delivery of this Agreement and the  Assignment and any other agreements and instruments to be executed and delivered hereunder or in connection herewith and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof and thereof do not and will not violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, modification or acceleration of the performance required by or a loss of a benefit under, or result in the creation of any encumbrance upon the Interest or any other properties or assets of Buyer under it Articles of Incorporation, Bylaws or other governing documents to which Buyer is subject, or any note, bond, mortgage, indenture, deed of trust, license, agreement, lease, permit, franchise or other instrument or obligation to which Buyer is a party.

iii.           Litigation.  There is no litigation or proceeding pending, or to Buyer’s best knowledge, threatened, against or relating to Buyer or its properties, nor does Buyer have reasonable grounds to know of any basis for any such action or of any governmental investigation thereof.

iv.           Disclosure.  No representation or warranty made by Buyer in this Agreement, nor any statement or certificate furnished or to be furnished pursuant hereto, or furnished or to be furnished in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein not misleading.

The foregoing representations and warranties are true and accurate as of the date hereof and shall survive the execution and delivery of this Agreement and the purchase of the Interest.  Buyer agrees to indemnify and hold Sellers and its affiliates, successors, assigns, and their members, shareholders, officers, directors, employees, agents and representatives, harmless from and against any and all expenses, including reasonable attorneys’ fees, and tax and untaxed costs and other reasonable expenses, losses, damages or liabilities due to or arising out of a breach by Buyer of any representation or warranty made by Buyer herein.

3

5.           Commissions and Finder’s Fees.  The parties hereto each represent and warrant to the other that this Agreement results without the assistance or advice of any finder, broker or commission agent.  Each of the parties represents and warrants that such party has made no arrangements or commitments with respect to any brokerage fees, stock sale commission or finder’s fees, and each party shall hold the other parties harmless with respect to any such agreements or commitments.

6.           Survival of Representations.  All representations, warranties, covenants and indemnities made by the parties hereunder shall survive the closing of the transactions contemplated in this Agreement.

7.           Benefit.  This Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, personal representatives, successors and assigns.

8.           Enforcement Proceedings.  It is expressly agreed and stipulated that this Agreement shall be deemed to have been made and to be performed in Orange County, Florida, and all questions concerning the validity, interpretation, or performance of any of its terms or provisions, or of any rights or obligations of the parties hereto, shall be governed by and resolved in accordance with the laws of the State of Florida.  Each party hereby irrevocably submits to the exclusive venue and jurisdiction of the courts (state and federal) in and for Orange County, Florida over any dispute arising out of this Agreement, the assignment or the transactions contemplated hereby, and agree that all claims in respect of such dispute or proceeding shall be heard and determined in such courts.  The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may have to the venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND A TRIAL BY JURY FOR ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.  THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING BUT NOT LIMITED TO THE CONSTITUTION OF THE UNITED STATES, THE CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATION. EACH PARTY IS HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.

9.           Costs of Enforcement.  In the event any party initiates action to enforce rights hereunder, the prevailing party shall recover from the non-prevailing party his or its  reasonable expenses, court costs and reasonable attorneys’ fees.  As used herein, expenses, court costs and attorneys’ fees include expenses, court costs and attorneys’ fees incurred in any appellate proceeding.  Expenses incurred in enforcing this paragraph and in collecting amounts due hereunder shall be covered by this paragraph.  For this purpose, the court is requested by the parties to award actual costs and attorneys’ fees incurred by the prevailing party, it being the intention of the parties that the prevailing party be completely reimbursed for all such costs and fees.

10.           Entire Agreement and Modification.  This Agreement constitutes the entire agreement between the parties with respect to the subject matters contained herein.  This Agreement shall not be amended or modified except by instrument in writing executed by all of the parties hereto.

11.           Invalid Provision.  The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

12.           Transaction Costs.  Transfer taxes and recording fees, if any, incurred in connection with the assignment and transfer of the Interest shall be borne by Buyer.  Buyer and Sellers shall each bear their own attorneys’ fees and costs, except as set forth in Section 9 above.

[Signatures on Following Page]

4

IN WITNESS WHEREOF, the parties hereto have duly executed this Membership Interest Purchase Agreement on the day and year first above written.

GEN2MEDIA CORPORATION

By: 

Mary Spio, President (to be formed) 

/s/	/s/
Mary Spio, Individually	Mark Argenti

/s/

Ian McDaniel

5

EX-10.6

Exhibit 10.6

EXECUTIVE EMPLOYMENT AGREEMENT

     The Executive Employment Agreement (the “Agreement”) is effective as of August 1, 2007 (the “Effective Date”) and is between Gen2Media Corporation, a Nevada Corporation  (the “Company”) and Kim Johnson, (the “Employee”).

RECITALS:

               WHEREAS, the Company desires that the Employee become the Chief Strategy Officer or Chief Revenue Officer of the Company.

                WHEREAS, the Employee desires to become the Chief Strategy Officer or Chief Revenue Officer of the Company.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, the parties hereby agree as follows:

1.	Term of Employment. The period of employment of Employee by the Company under the Agreement (the Employment Period) shall be deemed to have commenced on the Effective Date and shall terminate in accordance with Section 7, however, if not terminated sooner, shall continue until December 31, 2009.
2.	Duties. During her employment by the Company, the Employee shall perform such duties as shall from time to time be delegated or assigned to him by the Company. Employee agrees to serve the Company in the position of Chief Strategy Officer or Chief Revenue Officer and to perform diligently and to the best of her abilities the duties and services pertaining to such office. Employee’s employment shall also be subject to the policies maintained and established by the Company, if any, as the same may be amended from time to time. Unless otherwise agreed by the Company and Employee, Employee’s principal place of business with the Company shall be in 2295 S. Hiawassee Road, Suite 414 B, Orlando, FL 32835. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Board of Directors of all business opportunities pertaining to the business of the Company or its Affiliates and should not appropriate for Employee’s own benefit business opportunities that fall within the scope of the businesses conducted by the Company and its Affiliates.
3.	Compensation.

(a)	Base Salary. The Company shall pay to Employee 15% commission on accounts the employee newly acquires within 30 days of payment from the new account, less all applicable legal deductions and/or withholding. The commission shall be payable in accordance with the Company’s policies in effect from time to time, but in any event no less frequently than monthly.  In addition, the Company will pay to Employee a commission of  between 1% and 10% on any accounts that she provides effort and assistance in procuring for the Company. The amount of these (1% to 10%) commissions will be determined by the President/CEO of the Company while the deal is in progress and clearly communicated via email to the employee, and if dissatisfied with the amount determined by said person, the Employee shall have the right to request a review of any specific account by the Compensation Committee if one is established, and if not established by the Board of Directors. The decision of  either of these bodies shall be final regarding the issue.
(b)	Incentive Bonus. In addition to the Base Salary, during the Term of the Agreement, Employee may, in the sole discretion of the Board of Directors, be awarded an incentive bonus based upon the achievement of specific Company objectives as determined by the Company and the Employee and set forth in a separate written bonus plan (the “Bonus Plan”).
(c)	Equity Compensation and Stock Options. The Employee shall be entitled to participate in the equity compensation plans established from time to time by the Company on a basis no less favorable than any other senior officers of the Company. Specifically, Employee shall receive stock options, pursuant to a properly approved and adopted stock option plan to be adopted by the Company, for 400,000 shares of common stock of the Company, at an option price of 10 cents per share. The stock, when issued, will be restricted under applicable laws. These options shall vest at the rate of 25% (100,000 shares) each 6 months beginning from the date hereof, such that the entire option package shall vest within 24 months from the date hereof. Once vested, Employee shall have up to 36 months from the date of vesting to exercise the options, by providing written notice to the Company, and by paying the option price.
(d)	Housing Allowance. N/A.
(e)	Home Leave Allowance. N/A
(f)	Relocation Allowance. N/A
(g)	Additional Payment. N/A
(h)	As additional compensation for the Employee, the Company shall provide or maintain the medical and health insurance benefits on the same terms and conditions as are made available to all employees of the Company generally.

1

4.

Vacation. Employee shall be entitled to a reasonable vacation(s) during each year of her employment under the Agreement.

5.

Reimbursement For Expenses. The Company shall reimburse the Employee within 30 days of the submission of appropriate documentation, and in no event later than the last day of the calendar year following the year in which an expense was incurred, for all  reasonable and approved   travel  and entertainment expenses and other disbursements incurred by her for or on behalf of the Company in the course and scope of her employment under the Agreement.

6.	Remedies for Breach. In addition to the rights and remedies provided in Section 7, and without waiving the same if Employee breaches, or threatens to breach, any of the provisions of Sections 9 or 10, the Company shall have the following rights and remedies, in addition to any others, each of which shall be independent of the other and severally enforceable:
	(a)	The right and remedy to have such provisions specifically enforced by any court having equity jurisdiction. Employee specifically acknowledges and agrees that any breach or threatened breach of the provisions of Sections 9 or 10 hereof will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. If the Employee is determined to have breached any provision of Sections 9 or 10 the court or arbitrators shall extend the effect of the non-competition provisions for an amount of time equal to the time the Employee was in breach thereof.
	(b)	The right to require Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (hereinafter collectively the “Benefits”) derived or received by the Employee as a result of any transactions constituting a breach of any of the provisions of Sections 9 or 10.
	(c)	Upon discovery by the Company of a breach or threatened breach of Sections 9 or 10, the right to immediately suspend payments to Employee under Section 3 or 8(b) pending a resolution of the dispute.
	(d)	The right to terminate Employee’s employment pursuant to Section 7.

7. Termination of Agreement.

2

(a)	Death. The Agreement shall automatically terminate upon the death of Employee.
(b)	Disability. If, as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been substantially unable, either with or without reasonable accommodation, to perform her duties hereunder for an entire period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given after such six (6) month period, Employee shall not have returned to the substantial performance of her duties on a full-time basis, the Company shall have the right to terminate Employee’s employment hereunder for Disability, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of the Agreement. Any dispute between the Employee and the Company regarding whether Employee has a Disability shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Employee shall be final and conclusive for all purposes of the Agreement. Employee acknowledges and agrees that a request by the Company for such a determination shall not be considered as evidence that the Company regarded the Employee as having a Disability.
(c)	Termination By Company For Cause. The Company may terminate the Agreement upon written notice to Employee at any time for “Cause” in accordance with the procedures provided below; provided, however, that the Company may instead give the Employee a written notice that it has elected to place the Employee on “garden leave” for a period of up to 90 days  and that the Agreement will terminate on the date immediately following the end of such garden leave period. If the Company elects to place the Employee on garden leave, the Company may during the period immediately preceding such termination date in its absolute discretion direct the Employee (i) to perform only such of her duties as the Company may direct; and/or, (ii) to refrain from contacting any customers, clients, advertisers, suppliers, agents, professional advisors, brokers or employees of the Company or any of its Affiliates (as defined in Section 12(b)(iii)); and/or, (iii) not to enter all or any premises of the Company or any of its Affiliates and/or; (iv) to immediately resign without claim for compensation from office as director of the Company and any of its Affiliates and from any other office held by him in the Company or any of its Affiliates.

(i) During any period when the provisions of the Section 7(c) are invoked, the Employee’s salary and other contractual benefits and compensation (including the vesting and exercisability of any equity awards) will continue to be paid or provided by the Company and the Employee will continue to comply without exception with all the Employee’s obligations under the Agreement. Notwithstanding anything herein to the contrary, the Company’s invocation of the provisions of the Section 7(c) shall not constitute Good Reason and the Company shall not be obligated to make any new awards under the Company’s Bonus Plan or equity compensation plans (other than awards, if any, due prior to the date that the Employee ceases to perform substantial duties for the Company pursuant to the Section 7(c)) during any period when the Employee is performing no substantial duties for the Company pursuant to the Section 7(c).

3

(d) For purposes of the Agreement, “Cause” shall mean:  

		(i)	the material breach of any provision of the Agreement by Employee which has not been cured within five business (5) days after the Company provides notice of the breach to Employee; provided, however, if the act or omission that is the subject of such notice is substantially similar to an act or omission with respect to which Employee has previously received notice and an opportunity to cure, then no additional notice is required and the Agreement may be terminated immediately upon the Company’s election and written notice to Employee);
		(ii)	the entry of a plea of guilty or judgment entered after trial finding Employee guilty of a crime punishable by imprisonment in excess of one year involving moral turpitude (meaning a crime that includes the commission of an act of gross dishonesty or bad morals);
		(iii)	willfully engaging by Employee in conduct that the Employee knows or reasonably should know is detrimental to the reputation, character or standing or otherwise injurious to the Company or any of its shareholders, direct or indirect subsidiaries and Affiliates, monetarily or otherwise;
		(iv)	without limiting the generality of Section 7(c)(i), the breach or threatened breach of any of the provisions of Sections 9, 10 or 11; or
		(v)	a ruling in any state or federal court or by an arbitration panel that the Employee has breached the provisions of a non-compete or non-disclosure agreement, or any similar agreement or understanding which would in any way limit, as determined by the Board of Directors of the Company, the Employee’s ability to perform under the Agreement now or in the future.
(e)	Termination By Company Without Cause. The Company may terminate the Agreement at any time, and for any reason, by providing at least thirty (30) days written notice to Employee.
(f)	Termination By Employee With Good Reason. Employee may terminate her employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”):

(i) (A) any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s position(s), duties, responsibilities or status with the Company immediately prior to such change (including any diminution of such duties or responsibilities) or (B) an adverse change in Employee’s titles or offices (including, membership on the Board of Directors) with the Company;

4

(ii)	a reduction in Employee’s Base Salary or Bonus opportunity;
(iii)	the relocation of the Company’s principal executive offices from Bermuda;
(iv)	the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of  the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits;
(v)	any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement;
(vi)	the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company;
(vii)	a Change in Control of the Company;
(viii)	the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 12 (a);
(ix)	any other breach of a material provision of the Agreement by the Company.
	For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

5

8. Effect of Termination. Upon the termination of the Agreement, no rights of Employee which shall have accrued prior to the date of such termination, including the right to receive any bonus Fully-Earned through the date of such termination, shall be affected in any way.  

(a)	Upon Death of Employee.
	During the Term, if Employee’s employment is terminated due to her death, Employee’s estate shall be entitled to receive the Base Salary set forth in Section 3 accrued through the date of death and any bonus Fully-Earned (as herein defined) through the date of such termination; provided, however, Employee’s estate shall not be entitled to any other benefits (except as provided by law or separate agreement). “Fully-Earned” shall mean that for purposes of determining whether the Employee shall be entitled to a bonus, that such Employee shall be treated as if she had been employed through the last date of the regular period for determining whether or not a bonus is payable in the standard manner that all such employees are evaluated even though Employee is no longer employed by the Company, and her eligibility for an incentive bonus, if any, shall be determined accordingly. Further, a surviving spouse of Employee shall be eligible for continuation of family benefits pursuant to Section 3(c) subject to compliance with Plan provisions at the full premium rate (Company plus employee portion) for a one year period after the date of termination.
(b)	For Disability; By Company Without Cause; By Employee with Good Reason.
	If the Agreement is terminated under Section 7 (b), (e) or (f):

(i)	Employee shall be entitled to receive her Base Salary set forth in Section 3 accrued through the date of such termination and any bonus Fully-Earned through the date of such termination, and
(ii)	All unvested stock options and restricted stock grants previously awarded to Employee by the Company or Argonaut shall remain in full force and effect as if no termination had occurred, and
(iii)	If a Change of Control (x) has not then occurred, Company shall pay Employee on the six month anniversary of the date of such termination an amount equal to three times her Base Salary, and (y) has then occurred (or is reasonably expected to occur), Company shall pay Employee on the six month anniversary of the date of such termination an amount equal to five times her Base Salary. Further, Employee shall be eligible for continuation of benefits pursuant to Section 3(h) subject to compliance with Plan provisions at the full premium rate (Company plus employee portion) until Employee obtains reasonably equivalent employment or for three (3) years from the date of termination, whichever is earlier. It shall be a condition precedent of payment to Employee of such payment and continued benefits pursuant to the Section 8(b) that Employee execute a full and complete release of the Company, each of its subsidiaries, Affiliates and their respective past, present and future partners, officers, directors, employees, consultants, attorneys, agents and shareholders, in form and substance reasonably acceptable to the Company, of any claims Employee may have against any of them, to the extent such claims arise from Employee’s employment hereunder, and any revocation period with respect to such release have expired, prior to the six month anniversary of the date of such termination, and

6

(iv)	Employee shall no longer be bound by the prohibitions contained in Section 10.3 and 10.4.2 hereof prohibiting Employee from engaging or having any interests in, directly or indirectly, in a competitive business or soliciting employees; provided, however, Employee shall remain bound by the further prohibition contained in Section 10.4.1, and
(v)	Except as provided for in the Section 8(b), Employee shall not have any rights which have not previously accrued upon termination of the Agreement.

(c)	By Company With Cause
	In the event of termination of Employee’s employment Section 7(c) Employee shall be entitled to receive the Base Salary and benefits set forth in Section 3 accrued through the date of termination, and she shall not be entitled to any other benefits (except as required by law).

7

9. Confidential Information.  

(a)

The Company shall disclose to Employee, or place Employee in a position to have access to or develop, trade secrets or confidential information of Company or its Affiliates; and/or shall entrust Employee with business opportunities of Company or its Affiliates; and/or shall place Employee in a position to develop business good will on behalf of Company or its Affiliates.

(b)

The Employee acknowledges that in her employment hereunder she occupies a position of trust and confidence and agrees that she will treat as confidential and will not, without prior written authorization from the Company, directly or indirectly, disclose or make known to any person or use for her own benefit or gain, the methods, process or manner of accomplishing the business undertaken by the Company or its Affiliates, or any non-public information, plans, formulas, products, trade secrets, marketing or merchandising strategies, or confidential material or information and instructions, technical or otherwise, issued or published for the sole use of the company, or information which is disclosed to the Employee or in any acquired by him during the term of the Agreement, or any information concerning the present or future business, processes, or methods of operation of the Company or its Affiliates, or concerning improvement, inventions or know how relating to the same or any part thereof, it being the intent of the Company, with which intent the Employee hereby agrees, to restrict him from disseminating or using for her own benefit any information belonging directly or indirectly to the Company which is unpublished and not readily available to the general public.

8

	(c)		The confidentiality obligations set forth in (a) and (b) of the Section 9 shall apply during Employee’s employment and for a period of one year after termination of employment.
	(d)		All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during Employee’s employment with Company (whether during business hours or otherwise and whether on the premises of the Company or one of its Affiliate or otherwise) that relate to the business, products or services of the Company or any of its Affiliates shall be disclosed to the Board of Directors and are and shall be the sole and exclusive property of the Company or such Affiliate. Moreover, all documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic data bases, maps and all other writings and materials of any type embodying any such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company. Upon termination of Employee’s employment by the Company, for any reason, Employee promptly shall deliver the same, and all copies thereof, to the Company.
	(e)		If, during Employee’s employment by the Company, Employee creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as video tapes, written presentations, or acquisitions, computer programs, e-mail, voice mail, electronic data bases, drawings, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company’s business, products or services, whether such work is created solely by Employee or jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), the Company shall be deemed the author of such work if the work is prepared by Employee in the scope of Employee’s employment.
10.		Restrictive Covenants
10.1		For the purposes of the Section, the following words have the following meanings:

10.1.1	“Company Services” means any services (including but not limited to technical and product support, technical advice, underwriting and customer services) supplied by the Company or its Affiliates in the specialty property and/or casualty insurance business;
10.1.2	“Confidential Information” has the meaning ascribed thereto in Section 9;
10.1.3	“Customer” means any person or firm or company or other organization whatsoever to whom or which the Company supplied Company Services during the Restricted Period and with whom or which, during the Restricted Period: (a)  the Employee had material personal dealings pursuant to her employment; or

9

			(b)  any employee who was under the direct or indirect supervision of the Employee had material personal dealings pursuant to their employment.
	10.1.5		“Prospective Customer” means any person or firm or company or other organization whatsoever with whom or which the Company or its Affiliates shall have had negotiations or material discussions regarding the possible distribution, sale or supply of Company Services during the Restricted Period and with whom or which during such period: (a)  the Employee shall have had material personal dealings pursuant to her employment; or (b)  any employee who was under the direct or indirect supervision of the Employee shall have had material personal dealings pursuant to their employment; or (c)  the Employee was directly responsible in a client management capacity on behalf of the Company.
	10.1.6		“Restricted Area” means:
			(a)  any geographic area in which the Company or Affiliates provided Restricted Services and for which the Employee was responsible in the 12 months preceding the date of Employee’s termination of employment by the Company.
	10.1.7		“Restricted Employee” means any person who on the date of Employee’s termination of employment by the Company was at the level of director, manager, underwriter or salesperson with whom the Employee had material contact or dealings in the course of her Employment during the Restricted Period;
	10.1.8		“Restricted Period” means the period of 12 months ending on the last day of the Employee’s employment with the Company or, in the event that no duties were assigned to the Employee or the Employee was placed upon garden leave, the 12 months immediately preceding the last day on which the Employee carried out any duties for the Company;
	10.1.10		“Restricted Services” means Company Services or any services of the same or of a similar kind.
10.2		The Employee recognises that, whilst performing her duties for the Company, she will have access to and come into contact with trade secrets and confidential information belonging to the Company and its Affiliates and will obtain personal knowledge of and influence over its or their customers and/or employees. The Employee therefore agrees that the restrictions set out in the Section are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates both during and after the termination of her employment.

10

10.3 The Employee hereby undertakes with the Company that she will not during her employment with the Company and for the period of twelve months after she ceases to be employed by the Company whether by himself through her employees or agents or otherwise howsoever and whether on her own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly:  

	10.3.1		in competition with the Company or its Affiliates within the Restricted Area, be employed or engaged or otherwise interested in the business of researching into, developing, underwriting, distributing, selling, supplying or otherwise dealing with Restricted Services; or
	10.3.2		in competition with the Company or its Affiliates, accept orders or facilitate the acceptance of any orders or have any business dealings for Restricted Services from any Customer or Prospective Customer; or
	10.3.3		employ or otherwise engage in the business of or be personally involved to a material extent in employing or otherwise engaging in the business of researching into, developing, distributing, selling, supplying or otherwise dealing with Restricted Services, any person who was during the Restricted Period employed or otherwise engaged by the Company and who by reason of such employment or engagement is reasonably likely to be in possession of any trade secrets or Confidential Information relating to the business of the Company.
10.4		The Employee hereby undertakes with the Company that she shall not during her employment with the Company and for the period of 12 months after she ceases to be employed by the Company without the prior written consent of the Company whether by himself through her employees or agents or otherwise howsoever and whether on her own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly:

	10.4.1		in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Services;
	10.4.2		solicit or induce or endeavor to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract.
10.5		The benefit of Sections 10.3 and 10.4 shall be held on trust by the Company for each of its Affiliates and the Company reserves the right to assign the benefit of such provisions to any of its Affiliates, in addition such provisions also apply as though there were substituted for references to “the Company” references to each of its Affiliates in relation to which the Employee has in the course of her duties for the Company or by reason of rendering services to or holding office in such Affiliate:

11

10.5.1	acquired knowledge of its trade secrets or Confidential Information; or
10.5.2	had material personal dealings with its Customers or Prospective Customers; or
10.5.3	supervised directly or indirectly employees having material personal dealings with its Customers or Prospective Customers but so that references in Section 10 to “the Company” shall for the purpose be deemed to be replaced by references to the relevant Affiliate. The obligations undertaken by the Employee pursuant to the Section 10.5 shall, with respect to each Affiliate of the Company, constitute a separate and distinct covenant and the invalidity or unenforceability of any such covenant shall not affect the validity or enforceability of the covenants in favour of any other Affiliate or the Company.

10.6 The parties agree that the periods referred to in Sections 10.3 and 10.4 above will be reduced by one day for every day, during which, at the Company’s direction the Employee has been excluded from the Company’s premises and has not carried out any duties.  

10.7		While the restrictions in the Section 10 (on which the Employee has had the opportunity to take independent advice, as the Employee hereby acknowledges) are considered by the parties to be reasonable in all the circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or its Affiliates but would be adjudged reasonable if part or parts of the wording thereof were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.
11.	[Intentionally blank]
12	Change Of Control.

(f)	For purposes of the Agreement, a “Change of Control” shall be deemed to occur if:
	(i)	Any Person, other than (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company’s then outstanding securities, or 50% or more of the then outstanding common stock of the Company, excluding any Person who becomes such a Beneficial Owner in

12

			connection with a merger or consolidation of the Company described in (ii) below.
		(ii)	There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, except if: (A) the merger or consolidation would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (B) the merger or consolidation is effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of the combined voting power of the Company’s then outstanding securities;
		(iii)	The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
		(iv)	During any one year period, individuals who at the beginning of the period constitute the Board of Directors of the Company cease for any reason to constitute a majority of the Board of Directors.
(g)	For purposes of the Section 12:

(i)	The term “Person” shall have the meaning given in Section 3(a)(9) of the 1934 Act as modified and used in Sections 13(d) and 14(d) of the 1934 Act.
(ii)	The term “Beneficial Owner” shall have the meaning provided in Rule 13d-3 under the 1934 Act.
(iii)	The term “Affiliate” means, with respect to any individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind (each a “person”), any other person that directly or indirectly controls or is controlled by or under common control with such person. For the purposes of the definition, “control” when used with respect to any person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise; and the terms of “affiliated”, “controlling” and “controlled” have meanings correlated to the foregoing.

13

13. Successors and Assigns. The Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations hereunder, provided, however, that the provisions hereof shall enure to the benefit of, and be binding upon, each successor of the Company, whether by merger, consolidation, acquisition or otherwise, unless otherwise agreed to by the Employee and the Company.  

14.

Notices. Any notice required or permitted to be given to the Employee pursuant to the Agreement shall be sufficiently given if sent to the Employee by registered or certified mail addressed to the Employee at ________________________________________________________________________, or at such other address as she shall designate by notice to the Company, and any notice required or permitted to be given to the Company pursuant to the Agreement shall be sufficiently given if sent to the Company by registered or certified mail addressed to it at ____________________________________________________________, or at such other address as it shall designate by notice to the Employee.

15.

Invalid Provisions. The invalidity or unenforceability of a particular provision of the Agreement shall not affect the enforceability of any other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

16.	Amendments To The Agreement. The Agreement may only be amended in writing by an agreement executed by both parties hereto.
17.	Entire Agreement. The Agreement contains the entire agreement of the parties hereto and supersedes any and all prior agreements, oral or written, and negotiations between said parties regarding the subject matter contained herein.

18. Applicable Law and Venue. The Agreement is entered into under, and shall be governed for all purposes, by the laws of the United States; with venue of any lawsuit between the parties in United States.

14

19. No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of the Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  

20.	Severability. If a Court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of the Agreement, and all other provisions shall remain in full force and effect.
21.	Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.

22.

Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to the Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and any and all other normal employee deductions made with respect to the Company’s employees generally.

23.

Section 409A of the Code. The provisions of the Agreement and any payments made herein are intended to comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code, and any related regulations or other effective guidance promulgated thereunder (collectively, “Section 409A”). The time or schedule of a payment to which the Executive is entitled under the Agreement may be accelerated at any time that the Agreement fails to meet the requirements of Section 409A and any such payment will be limited to the amount required to be included in the Executive’s income as a result of the failure to comply with Section 409A. Reference herein to termination of employment shall be deemed to mean a separation from service.

15

In witness whereof, the parties hereto have executed the Agreement as of the day and year above written.

Gen2Media Corporation		Employee:
By:	/s/	/s/
	Mary Spio, Compensation Committee, Board of Directors of Gen2Media Corporation	Kim Johnson

16

EX-10.7

Exhibit 10.7

AMENDMENT #1 TO

EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment #1 to the Executive Employment Agreement dated August 1, 2007 (the “Agreement”) by and between Kim Johnson (“Employee”), and Gen2Media Corporation (“the Company”) (collectively, the “Parties”) is entered into as of this 6^th day of December 2007. The Parties hereby agree as follows:

1.           Section 3(c) to the Agreement is hereby deleted in its entirety and shall be replaced with the following provision:

Employee shall be entitled to participate in the equity compensation plans to be established from time to time by the Company on a basis no less favorable than any other senior executives of the Company. Upon the Company’s adoption of a Stock Option Plan, Employee shall be granted, subject to approval by the Company’s Board of Directors, 400,000 stock options at an exercise price of $0.10 per share (the “Options”). The Options, when granted, shall be subject to applicable federal and state laws. The Options shall vest at the rate of 25% (100,000 shares) each 6 months beginning from the date of the grant, such that all Options shall vest within 24 months from the date of the initial grant. Once vested, Employee shall have up to 36 months to exercise the Options by providing written notice to the Company. Employee shall be responsible for any fees associated with the Company’s issuance of the Options.

2.           All other terms and provisions of the Agreement shall remain in full force and effect..

Agreed and Accepted to by:
Gen2Media Corporation
By: /s/Mary Spio	/s/ Kim Johnson
Mary Spio, President	Kim Johnson

EX-10.8

Exhibit 10.8

Consulting  Agreement

Vanguard Capital, LLC proposes to act as a consultant to E360 Live and Gen2Media Corporation (“the Company”) in the areas of corporate growth strategies, capital formation strategies, potential public merger or reverse acquisition/public markets strategies. In this capacity, Vanguard will do the following:

·   Assist the Company in creating a plan for private/public financing of $1.35 million consistent with the Company’s investment schedule. Vanguard is NOT an investment banker or financial broker of any kind, and is not being engaged to raise money. Instead, Vanguard will assist in putting the plan and strategy into place and will introduce the Company to certain investors or investor groups that may or may not participate in the financing, including Vanguard.

·   Assist the Company in developing a plan and strategy and implementing same for the merger of the company into a public shell company or for pursuing a direct registration of the investors shares for sale as a public entity. In this capacity, Vanguard will not act as legal counsel regarding same, however, Vanguard will assist the Company in procuring appropriate legal and accounting firms for performing the public/investor compliance functions.

·   Consult with the Company for a period of 24 months, beginning with the conclusion of the $1.35m in financing. During this period, Vanguard will devote a minimum of 15 hours per month to the Company and will consult with the Company in all matters relative to growth and market strategies, as well as the engagement and hiring of personnel sufficient to insure the appropriate management of the Company as a public entity. (CFO/COO etc.)

For its services provided herein, Vanguard shall be compensated as follows:

·   $10,000 cash compensation per month beginning on completion of the financing, payable on the first of every month. In the event that the Company is not able to procure a minimum of $750,000 of financing, this amount will be reduced to $5,000 per month. This payment will continue for 24 months.

·   2,000,000 common shares of the Company which shall be registered along with any investor shares for public trading as soon as possible.

     This Proposal shall act as a final Consulting Agreement upon acceptance. The engagement is Vanguard and the compensation set forth herein is not conditioned on the success of the venture, and Vanguard makes no representation of any kind regarding the ability of the Company to succeed as a public company, or a proposed or expected stock price or valuation. Vanguard

makes no representation as to the potential for raising capital.

This Agreement shall be governed under Florida law.

Vanguard Capital, LLC	Gen2Media Corporation
/s/	/s/
By: Jim Byrd	By: Mary Spio, President

EX-10.9

Exhibit 10.9

Amendment to and Partial Cancellation of Consulting Agreement

This document amends the Consulting Agreement between Gen2Media Corporation and Vanguard Capital, LLC. The parties agree that the Consulting Agreement is hereby amended to cancel any cash payment to Vanguard, and instead, Vanguard has agreed to accept warrants for 2,000,000 shares of common stock of Gen2 for its services. The exercise price for these warrants shall be 1 cent per share, and may be exercised at any time by Vanguard. However, in no event will Vanguard ever be entitled to exercise any of these warrants if the exercise of same shall cause the overall beneficial ownership of Vanguard, or its partners, in Gen2 to exceed 9.9% in the aggregate. The timing of the ability of Vanguard to exercise these warrants shall be automatically adjusted to insure that neither Vanguard, nor any of it’s partners always remain below said 9.9% at all times. The shares underlying these warrants shall be registered along with all other investor shares. All other terms of the Consulting Agreement shall remain in effect.

Vanguard Capital, LLC	Gen2Media Corporation
By:	By:

EX-21.1

Exhibit 21.1

Subsidiaries of Gen2Media Corporation

E360, LLC is the only subsidiary of Gen2Media Corporation.

EX-23.1

Exhibit 23.1

C/F/R

CROSS, FERNANDEZ & RILEY, LLP

Accountants & Consultants

Consent of Independent Registered Public Accounting Firm

Gen2Media, Inc. Orlando, Florida

We hereby consent to the use in the Prospectus of this Registration Statement of our report dated November 9, 2007, relating to the consolidated financial statements of Gen2Media, Inc., which is contained in that SB-2 filing.

We also consent to the reference to us under the caption "Experts" in the Prospectus.

/s/ Cross, Fernandez & Riley, LLP

Cross, Fernandez & Riley, LLP

Orlando, Florida

December 7, 2007

201 S. Orange Avenue, Suite 800 • Orlando, FL 32801-3421 • 407^.841-6930

2907 W. Bay to Bay Blvd., Suite 360 • Tampa, FL 33629 • 813-414-0121

Fax: 407-841-6347 • www.cfrcpa.com