8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest reported):  January 5, 2009

GEN2MEDIA CORPORATION

 (Exact name of registrant as specified in charter)

Nevada	333-147932	26-1358844
(State or other jurisdiction of incorporation)	(Commission   File Number)	(IRS Employer Identification No.)

  7658 Municipal Drive, Orlando, Florida     32819

       (Address of principal executive offices)       (Zip Code)

Registrant’s telephone number, including area code: (321) 293-3360

2295 S. Hiawassee Rd., Suite 414, Orlando, Florida 32835

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

Copies to:

Marc J. Ross, Esq.

Jonathan R. Shechter, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 5, 2009, Gen2Media Corp. (the “Company”) entered into an Amendment to Employment Agreement (the “Agreement”) with James Byrd (“Byrd”), the Company’s Chief Executive Officer. Pursuant to the terms of the Agreement, Byrd’s annual base salary was reduced from $350,000 to $200,000 per year, effective January 1, 2009.  As consideration for this reduction in salary, the exercise price of the 4,000,000 vested options held by Byrd was reduced from $0.10 to $0.05.  In addition, all salary deferred and accrued by Byrd was credited against the exercise price of the options, resulting in the issuance of 970,962 shares of common stock to Byrd upon the exercise of such options.

Item 9.01            Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Amendment to Employment Agreement, entered into between Gen2Media Corp. and James Byrd, Jr., dated as of January 5, 2009

SIGNATURES

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

	Gen2Media Corporation
Dated: January 9, 2009	By:	/s/ Thomas Moreland
		Name:   Thomas Moreland
		Title: Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement is entered into this 5th day of January, 2009 by and between James Byrd, Jr. (“Employee”) and Gen2Media Corp. (“Company”)

1.Employee is the CEO of Company under written Employment Agreement dated September 18, 2008. (“the Employment Agreement”).

2.The Employment Agreement calls for the Employee to earn a base salary of $350,000 per year, plus certain increases, however, Employee has been deferring all but $15,000 of said salary, per month since his hiring.

3.Now, with the difficulty of raising capital, and the desire of the Employee to assist the Company in its cash flow needs, Employee has agreed to amend his Employment Agreement in accordance with the terms hereof.

4.Employee hereby agrees to amend his base salary, effective as of January 1, 2009, to $200,000 per year.  Employee shall retain all other benefits as set forth in the Employment Agreement, and all bonuses, in cash or stock options or otherwise shall be at the sole discretion of the Board of Directors.

5.In consideration of this reduction, the Company has agreed, and does hereby reduce the exercise price of Employees previously vested 4 million options from 10 cents to 5 cents.  Additionally, Employee shall be credited against the exercise of said options with 100% of all deferred salary that has accrued through December 31, 2008, and the Company will issue shares to Employee in the appropriate amount of said deferred compensation, at the 5 cent per share strike price.

6.This Agreement shall be effective as of January 1, 2009.  Unless specifically modified by the terms hereof, all other terms and provisions of the Employment Agreement shall remain in full force and effect.

7.This agreement is entered into in Orlando, Orange County, Florida, and shall be governed under Florida Law.  This Agreement contains all terms and provisions of any agreements or discussions between the parties relative to the matters herein contained.  No alteration or modification of this Agreement shall be binding unless the same is in writing and signed by all parties.  This agreement is binding upon the parties hereto, their heirs, successors and assigns at law.

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Wherefore, this Amendment to Employment Agreement is executed on the date and year stated above with the intent to be legally binding.

“Employee”“Gen2Media Corp”
By:	/s/	By:	/s/
	James S. Byrd Jr.		Mary Spio, President

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