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):  March 20, 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, FL     32819

       (Address of principal executive offices)       (Zip Code)

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

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))

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement (the "Note") of a Registrant

On March 24, 2009, Gen2Media Corporation (the "Company") has closed a round of debt financing that raised $600,000 in Convertible Secured Promissory Notes with 18 accredited investors. The Notes provide for the principal to either be repaid or converted into Class A Common Stock upon the earlier of 12 months from date of the Note or the successful completion of $1 million of equity financing.  The Notes bear interest at the rate of 12% and may be converted into equity at the lower of $.25, a 30% discount to the next round of equity financing, or a 30% discount to the sale price of the company should it be sold prior to an equity financing or $.13 should the company not be able to complete said financing.  As additional consideration for the making of the loan the Company is providing a 20% equity kicker in the form of a warrant to purchase one share of Class A common stock for $.001.  Should the intended financing be valued at less than $.25 per share the Company shall provide additional make good warrants to bring the total value of the equity kicker to 20% of the value of the Note.

In further consideration the Company has provided a security interest in all assets of the Company.  Such assets shall include but not be limited to inventory, fixed assets, accounts receivable, and intellectual property.

The proceeds of the Notes are being used for working capital and expansion of sales and business development initiatives.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

On March 20, 2009 Gen2Media entered in to an amended Executive Employment Agreement with Thomas Moreland to appoint him as Chief Operating Officer in addition to his duties as Chief Financial Officer.   Pursuant to the terms of the agreement Mr. Moreland shall receive a reduction in annual salary to $100,000 until the earlier of the completion by the Company of a round of equity financing of atleast $2 million or December 31, 2009.  As consideration for this reduction and the additional duties assumed the exercise price of Mr. Moreland’s 300,000 shares shall be reduced to $.25 and shall be fully vested as of the date of the amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Form of Amendment to Executive Employment Agreement dated March 20, 2009
10.2	Form of Convertible Secured Promissory Note and Loan Agreement
10.3	Form of Security Agreement

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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: March 24, 2009	By:	/s/ Thomas Moreland
		Name:   Thomas Moreland
		Title: Chief Operating and Financial Officer

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EX-10.1

Exhibit 10.1

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This Agreement is entered into on March 20, 2009 by and between Gen2Media Corporation (the “Company”) and Thomas Moreland (“Employee”).

1.   The parties are parties to an Executive Employment Agreement (“the Agreement”) dated September 22, 2008 pursuant to which Employee is acting as the Chief Financial Officer of the Company.

2.   The parties have decided to amend the Agreement to provide for the inclusion of additional duties and responsibilities by Employee, a reduction in the base compensation to Employee, and the reduction of the option exercise price for Employees stock options.

3.   The parties agree that the base cash compensation for Employee shall hereby be reduced to $100,000 per year, beginning as of the date of this Agreement, and that cash compensation shall remain at that point until the earlier of (1) completion by the Company of a round of equity financing of at least $2 million; or (2) December 31, 2009.

4.   Additionally, the Company has asked that Employee take on the additional role as Chief Operating Officer for the Company, effective immediately, and Employee agrees to take on said role, and the duties associated therewith.

5.   In consideration of the compensation reduction specified in paragraph 4, and the additional duties to be provided under paragraph 5, the Company hereby agrees that the exercise price of the 300,000 stock options set forth in the Agreement shall be reduced to 25 cents per share, effective immediately, and shall be fully vested hereunder.

6.   All other terms and condition of the Agreement shall remain in full force and effect, unless specifically modified by the terms of this Amendment.

Wherefore, the parties have executed this Amendment this 20th day of March, 2009.

	Gen2Media Corp.
By:	/s/ James Byrd	/s/ Thomas Moreland
	James Byrd, CEO	Thomas Moreland, Employee

EX-10.2

Exhibit 10.2

CONVERTIBLE SECURED PROMISSORY NOTE AND LOAN AGREEMENT

Amount of the Note: _____________________

Date of the Note: __________, 2009

Payee: ____________________________________________

FOR VALUE RECEIVED, the undersigned, Gen2Media Corporation (the "Maker") promises to pay to the order of the Payee, (“defined as the Payee or any Holder in due course of this Note), at such place as the Payee may from time to time designate to the Maker in writing, in legal tender of the United States, the amount of the Note, upon the following terms:

1.           The Principal Amount of the Note shall be due and payable in full, at the earlier of (a) when Maker concludes an equity financing in the minimum amount of $1 million; or (b) 12 months from the date hereof.

2.           Interest shall accrue on this Note in the amount of 12% per annum, on the principal balance outstanding from time to time. Payee may elect to have the interest paid on this Note monthly, rather than accrue, by giving written notice to Maker.

3.           Payee, or the holder of this Note shall have the option, but not the obligation, at any time during the term hereof, to convert this Note (including principal and any accrued interest) into either common or preferred stock of Maker, on any one, (at the sole election of Payee) of  the following terms: (a) an exercise price of 25 cents per share of Class “A” common stock of Maker, (b) an exercise price that is in the form of the type of security (common or preferred), but with a 30% discount, to the price or plan of financing that Maker undertakes for the contemplated $5 million equity financing that Maker is undertaking; or (c) in the event the Company is sold prior to any such financing being completed, Payee or holder may convert into equity at a 30% discount of the price paid per share in any such sale of the Company. The Payee may elect any of these three options, at any time during the term or prior to repayment of this loan, by providing written notice to Maker.  However, in the event that the Company does not successfully conclude a financing, in minimum amount of $1 million, within 12 months of the date hereof, or is not sold during said time period, than the Payee shall have the additional option to convert this debt into Class “A” common stock at the price of 13 cents per share.

4.           As additional consideration for the making of this loan, Maker does hereby grant and issue to Payee, a 20% equity “kicker”, in the form of a warrant to purchase Class “A” Common Shares, at an exercise price of 1/10th of 1 penny per share (.001) (8,000 common shares per every $10,000 loaned hereunder), fully vested at the time of the funding of the Loan referenced herein, and exercisable at any time within 12 months from the date hereof, and said warrant may be exercised in a cashless manner. Additionally, in the event the Company conducts its next financing round at a valuation that is less than 25 cents per share, the Payee shall receive additional “make good” warrants to bring the total equity kicker to the full 20% value of its loan, exercisable at the same par value. If the financing round is done in preferred stock and not common, the value make good warrants shall be based on the underlying common if convertible, or the valuation of the Company per share, as reflected in said financing.  The equity kicker provided in this paragraph shall be cumulative to any other interest or rights of Lender herein.

5.           In further consideration of this Note, and pursuant to a separate Security Agreement that is executed simultaneously herewith, Maker hereby grants a security interest in all assets of Maker to secure performance hereunder, including, without limitation, all furniture, fixtures, equipment, accounts receivable, contract rights, patents, trademarks or other intellectual property, now owned or hereafter acquired, wherever located. Maker shall file a UCC-1 Financing Statement upon the closing of the loan in a timely manner. All Payees participating in this debt financing shall be covered pro-rata by the protections under the security agreement, regardless of the time or day of any individual fundings, and this agreement shall also act as an inter-creditor agreement with regard to this Note, and even though the Company may have multiple parties participate in this debt financing, each party shall stand equal in terms of timing and in terms of the Security Interest granted hereby, pro-rated to the amount of each Payees loan. Maker shall maintain a list of all assets, and where the same are located from time to time, and make such list available for inspection on reasonable written notice by Payee, and shall fully insure any and all such assets against loss or damage, in a sufficient amount to fully cover the reasonable value of such collateral.

6.           If, at any time, any monies due hereunder are not paid when due, or any other conditions hereof are not met, time being of the essence, Maker shall be in default.  In such event, Payee shall have all rights and remedies available to it under Florida law, and in the event that Payee is required to take any legal action to collect upon, or otherwise enforce this Note, Maker agrees to pay all costs of collection of this Note including a reasonable attorney's fee, and all costs, expenses and attorney's fee for any retrial, rehearing or appeals on failure to pay any principal, interest or other sums due under this Note on the due date thereof.  In the event of default, this Note and all sums due hereunder shall bear interest at the highest lawful rate of interest permitted in the State of Florida from and after the date when such sums are due.  The interest payable or agreed to be paid hereunder shall not exceed the highest lawful rate of interest permitted in the state of Florida, and if, inadvertently, there is such excess sum, it shall be applied to reduce the Principal Amount.

7.           This Note shall be construed and enforced according to the laws of Florida. This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

8.           Payee hereby agrees to loan the sum of  ____________________________ under the terms and conditions of this Agreement, and agrees to terms and conditions set forth herein. Payee represents to Maker that he or she is an accredited and sophisticated investor, is fully aware of the risks associated with the loan that is being made hereby, and has had full and ample opportunity to review any and all pertinent financial and operational information relative to Maker, and has had the opportunity to seek and obtain any and all legal or financial advice or counsel relative to the making of this type of loan.

	“Maker”	“Payee”
	Gen2Media Corp.
By:	/s/	/s/
	Thomas Moreland
	Chief Financial Officer

EX-10.3

Exhibit 10.3

SECURITY AGREEMENT

For and in consideration of Secured Party extending credit to Debtor , Gen2Media Corporation, a Nevada Corporation,  ("Debtor"), whose address is 7658 Municipal Dr., Orlando, Fl. 32819, agrees with _________________________________ ("Secured Party"), whose address is _______________________________________________ as follows:

I.           CREATION OF SECURITY INTEREST.  Debtor grants to Secured Party a security interest in all assets of Debtor, tangible or intangible, now owned or hereafter acquired, including, without limitation, that collateral more fully described in Section II below, to secure the performance and payment of the obligations of Debtor described under the Convertible Secured Promissory Note and Loan Agreement executed by the parties of even date herewith, and any and all other indebtedness and liabilities of Debtor to Secured Party of whatsoever kind or nature, due or to become due, absolute or contingent, now existing or later created, including, but not limited to, principal, interest, future advances made by Secured Party to Debtor, expenses, court costs, and fees, including attorney's fees, paid or incurred by Secured Party in connection with any of its pre-suit, pre-judgment, and post-judgment efforts and activities intended to effect collection of any indebtedness or the enforcement of any of Secured Party's rights, whether under this Security Agreement, or otherwise.

II.           COLLATERAL.

A.           COLLATERAL:  The collateral of this Security Agreement is:

(1)           All of the Debtor's inventory and all other items held by the Debtor for sale, and all additions and accessions thereto, and all of the Debtor's inventory of like kinds or types, whenever acquired, whether by way of replacement, substitution, addition, or otherwise, and accessions thereto, and all proceeds from the sale or other disposition of the inventory; and

(2)           All of the Debtor's furniture, fixtures and equipment, whether presently owned, acquired contemporaneously with or pursuant to this Security Agreement, or acquired at any time subsequent to this Security Agreement by the Debtor, and all replacements, substitutions, additions ,and accessions thereto, and all proceeds of its or their sale or other disposition; and

(3)           All of the Debtor's contract rights and accounts receivable, whether now existing or hereinafter arising, and all proceeds therefrom.

(4)           All patents, trademarks, patents pending, software code or other intellectual property of any kind or nature, including any future enhancements or replacement of same.

(5)           All other assets of the Debtor, of any kind or nature, now owned, or hereafter acquired, including any enhancements or replacements thereof, wherever located.

B.           For the purposes of this Security Agreement, proceeds include whatever is received upon the sale, exchange, collection or other disposition of collateral or proceeds.  Additionally, the proceeds include both cash proceeds, for example, money, checks, deposit accounts and the like, and all other non-cash proceeds.

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III.           DEBTOR'S OBLIGATIONS.

A.           INDEBTEDNESS.                                           This Security Agreement covers, but is not limited to, the obligations created by Debtor as Maker of that certain Secured Convertible Promissory Note and Loan Agreement (The Note) of even date herewith. Debtor agrees to abide by and to fully perform all obligations of Maker under the Note, (all being referred to below as the “obligations”).  Debtor agrees that a breach of any such obligations shall be a breach of this Security Agreement.

B.           ADDITIONAL OBLIGATIONS OF DEBTOR.

(1)           Debtor will not:

(a)           permit any of the collateral to be levied upon under legal process; nor

(b)           sell, transfer, lease, or otherwise dispose of any of the collateral or any interest therein, or offer so to do without the prior written consent of Secured Party except that, so long as Debtor is not in default on any obligation to the Secured Party, Debtor may sell inventory in the ordinary course of Debtor’s business; nor

(c)           permit anything to be done that may impair the value of any of the collateral or the security intended to be afforded by this Agreement.

(2)           Debtor will:

(a)           promptly pay when due all taxes and assessments upon the collateral or for its use or operation or evidencing the liabilities, or any of them, secured by this Agreement; and

(b)           execute or procure,  alone or with Secured Party, any Financing Statement or other document, and pay all connected costs necessary to protect the security interest granted by this Security Agreement against the rights or interests of third persons; and

(c)           at all times keep accurate and complete records for the collateral; and

(d)           pay all transportation and storage charges on the collateral, and pay all rents, if any, for the use of the premises on which any of the collateral is kept; and

(e)           defend the collateral against all claims and demands of any and all persons at any time claiming any interest therein which is in derogation of Secured Party’s security interest; and

(f)           at all times maintain or stock all equipment and inventory  at the home corporate office of Debtor; and

(g)           in the event of default, at Debtor’s expense following a request by Secured Party, provide Secured Party with a quarterly audit of Debtor's inventory, which audit, at Secured Party’s option,  must be made by companies or individuals who are unrelated to and independent of Debtor; and

(h)           within ten (10) days following a request from the Secured Party, account fully and faithfully to Secured Party for the proceeds in whatever form received from the disposition in any manner of any of the collateral; and

(i)           pay Secured Party for all attorney’s fees, court costs, and expenses paid or incurred by Secured Party in connection with the collection of any indebtedness owed by the Debtor to the Secured Party; the maintenance, preservation, taking possession, or the realization upon disposition of any collateral covered by this Security Agreement, or the enforcement of any of Secured Party's rights, whether under this Security Agreement or otherwise.

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IV.           SECURED PARTY'S RIGHTS AND REMEDIES.

A.           RIGHTS EXCLUSIVE OF DEBTOR'S DEFAULT.  Secured Party may:

(1)           Enter upon Debtor's premises at any reasonable time, upon prior written notice, to inspect the Debtor's books and records pertaining to the collateral without disruption of the Debtor’s business, and Debtor will assist Secured Party in whatever way necessary to make any inspection; and

(2)           By any employee or employees, Secured Party may designate, execute, sign, endorse, transfer or deliver in the name of the Debtor, certificates of origin, applications or certificates of title, financing statements, or any other documents necessary to evidence, perfect, or realize upon the security interest and obligations of this Security Agreement.

B.           UPON DEBTOR'S DEFAULT.

(1)           Secured Party will have all of the rights and remedies provided by the Uniform Commercial Code in effect in the State of Florida at the date of execution of this Agreement; and

(2)           In addition to, or in conjunction with, those rights and remedies, Secured Party may:

(a)           Require Debtor to assemble the collateral, to make it available to Secured Party at a place Secured Party designates which is mutually convenient, and to allow Secured Party to take possession or dispose of the collateral.

(b)           At its option, discharge taxes, liens, public charges or security interests or other encumbrances at any time levied or placed on the collateral; remedy or secure any default of Debtor under the terms hereof or under the terms of a lease, rental agreement or other document which in any way pertains to or affects Debtor's title to or interest in any of the collateral without waiving the defaults remedied; and pay for the maintenance and preservation of the collateral.  Debtor agrees to reimburse Secured Party, on demand, for any payment made or any expense incurred by Secured Party, pursuant to the foregoing authorization, together with interest thereon at the rate of eighteen per cent (18%) per annum.

(c)           Secured Party and its agents are authorized to enter into or upon any premises where the collateral may be located for the purpose of taking possession of it.

(d)           Notify an account debtor or obligor on any instrument which constitutes proceeds of the collateral to make payments directly to Secured Party, regardless of whether the Debtor was theretofore making collections on the collateral; and

V.           FURTHER AGREEMENTS.

A.           DEBTOR'S AGREEMENTS AND AFFIRMATIONS.  Debtor agrees and affirms that:

(1)           The information supplied in statements made by Debtor in any financial, credit, or accounting statement or application for credit prior to or pursuant to this Security Agreement, is or will be true and correct; and

(2)           Debtor waives any right under Florida Statutes, Section 679.507(1) to recover damages against the Secured Party for the Secured Party's failure to proceed in accordance with Chapter 679, Florida Statutes, unless the Debtor, within five (5) days after receiving notice of the intended disposition of the collateral, sends written notice to the Secured Party of the Debtor's objection to the proposed disposition, specifies his objections to the intended disposition, and sets forth an alternative method of disposition acceptable to the Debtor.  The failure to conduct any sale in accordance with the Debtor's proposed disposition will not render the disposition by the Secured Party commercially unreasonable.  Further, if the Debtor's proposed disposition requires the expenditure of any additional funds, the Debtor must provide those funds in cash or in cash equivalent to the Secured Party at the time of sending Debtor’s objection, and Debtor must also reimburse the Secured Party for any expenditures ultimately incurred by Secured Party in connection with the Debtor’s proposed disposition, including a reasonable attorney's fee, if any.

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B.           MUTUAL AGREEMENTS.

(1)           "Debtor" and "Secured Party," as used in this Security Agreement, include the heirs, executors or administrators, successors or assigns of those parties.  If more than one "Debtor" is named herein, each such individual or entity is jointly and severally obligated pursuant to this Agreement, and the term, "Debtor," shall be deemed to include all signatories hereto designated as "Debtor."

(2)           If this Agreement is not dated when executed by the Debtor, the Secured Party is authorized, without notice to the Debtor, to date this Agreement.  This Agreement will become effective as of its date.

(3)           Written notice mailed to Debtor fifteen (15) days prior to the date of public sale of the collateral or prior to the date after which private sale of the collateral will be made, will constitute reasonable notice.

(4)           Secured Party and Debtor WAIVE any right to trial by jury, and any venue privilege, and consents that any action against Debtor may be brought in any court of competent jurisdiction located in Orange County, Florida.

(5)           No delay or omission on the part of Secured Party in exercising any right or remedy will operate as a waiver thereof, and no single or partial exercise by Secured Party of any right or remedy will preclude any other or further exercise thereof or the exercise of any other right or remedy.

(6)           Time is of the essence of this Agreement. The provisions of this Agreement are cumulative and in addition to the provisions of any note or other instrument secured by this Agreement.

(7)           This Agreement has been delivered in the State of Florida and will be construed in accordance with the laws of Florida.  Whenever possible, each provision of this Agreement will be interpreted to be effective and valid under applicable law.  If any provision of this Agreement is prohibited by or invalid under applicable law, the provision will be ineffective only to the extent of the prohibition or invalidity without invalidating the remainder of the provision or the remaining provisions of this Agreement.

(8)           This Agreement is an integrated writing and cannot be changed by conduct or spoken words, but only by a writing signed by the party to be charged.

(9)           All notices, requests, demands and other communications will be in writing, and will be deemed to have been duly given if delivered or mailed, first class - postage prepaid, if to either Secured Party at the address shown on page 1, or at such other address as it may have furnished to the Debtor in writing, or if to the Debtor, at the address shown on page 1, or at such other address as Debtor may have furnished to the Secured Party in writing.

(11)           A sale of the collateral by Secured Party, if held upon the following terms and conditions, is commercially reasonable:  A public sale held after fifteen (15) days notice to the Debtor, the sale to be for cash to be paid at the time of sale or within two (2) hours after the time of sale.  If the high bidder does not produce cash within the allotted time period, the next highest bidder with cash may be awarded the bid.  The sale may take place at the office of the Secured Party, although the collateral is not located there, provided that the collateral is available for inspection at least twenty-four (24) hours before the sale, or the sale may be held at the location of the collateral.  The sale may be conducted at any time between 9:00 a.m. and 5:00 p.m.  The Secured Party will not be obligated to advertise the sale in any fashion, except to advertise the sale once in a newspaper of general circulation where the Secured Party's office, or the equipment, is located.  The Secured Party will not be obligated to expend any funds in the repair, refurbishment or clean-up of the collateral before any sale, and the collateral may be sold “AS IS, WHERE IS."

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DATED at Orlando (City), Orange County, Florida, this ______ day of _______________________, 2009.

DEBTOR ACKNOWLEDGES RECEIPT OF A COPY OF THIS SECURITY AGREEMENT.

“DEBTOR”
Gen2Media Corporation
By:	/s/
	(Signature)
	(Print name of signatory)
As its:
	(Print title)
“SECURED PARTY”
BY:

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