anm_424b3-081307.htm

FILED PURSUANT TO RULE 424(B)(3)

REGISTRATION NO. 333-139586

PROSPECTUS SUPPLEMENT NO. 2

DATED AUGUST 13, 2007

TO PROSPECTUS DATED MAY 9, 2007, AS AMENDED.

16,826,519 SHARES

COMMON STOCK

ACCELERIZE NEW MEDIA, INC.

This prospectus supplement supplements the prospectus dated May 9, 2007, as previously amended by Prospectus Supplement No. 1 dated June 20, 2007, relating to the offer and sale by the selling stockholders identified in the prospectus of up to 16,826,519 shares of common stock of Accelerize New Media, Inc. This prospectus supplement includes:

·	Our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, which was filed with the Securities and Exchange Commission on August 13, 2007.

The information contained in the report included in this prospectus supplement is dated as of the period of such report. This prospectus supplement should be read in conjunction with the prospectus dated May 9, 2007, as amended to date, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the prospectus dated May 9, 2007, including any supplements or amendments thereto.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 13, 2007.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2007

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________

Commission file number 000-52635

ACCELERIZE NEW MEDIA, INC. (Exact name of small business issuer as specified in its charter)

Delaware (State of incorporation)	20-3858769 (IRS Employer Identification No.)

6477 HIGHWAY 93 SOUTH, SUITE 303 WHITEFISH, MONTANA 59937 (406) 892-2161 (Address and telephone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ACCELERIZE NEW MEDIA, INC.
BALANCE SHEET
June 30, 2007
(Unaudited)

ASSETS
Current Assets:
Cash	$	287,194
Accounts receivable		34,153
Prepaid expenses		2,575
Total current assets		323,922

Website development costs, net of accumulated amortization of $140,183		94,327


Fixed assets, net of accumulated depreciation of $5,411		27,458
Goodwill		580,547
Total assets	$	1,026,254

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	299,136
Payable to former member		65,740
Deferred revenues- short-term		289,853
Total current liabilities		654,729

Deferred revenue- long-term		187,450
Total liabilities		842,179

Stockholders' Deficit:
Preferred stock, $0.001 par value, 2,000,000 shares authorized:
Series A, 54,000 issued and outstanding		728,567
Series B, 26,679 issued and outstanding		840,375
Common stock; $.001 par value; 100,000,000 shares authorized;
21,156,330 shares issued and outstanding		21,157
Additional paid-in capital		2,124,002
Accumulated deficit		(3,530,026	)

Total stockholders’ equity		184,075

Total liabilities and stockholders’ equity	$	1,026,254



See Notes to Unaudited Financial Statements.

ACCELERIZE NEW MEDIA, INC.
STATEMENTS OF OPERATIONS

	Three-month period ended						Six-month period ended
	June 30,						June 30,
	2007			2006			2007			2006
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues	$	233,460		$	56,082		$	443,044		$	77,456

Operating expenses:
Selling, general & administrative		803,391			211,200			1,496,218			1,909,938
Total operating expenses		803,391			211,200			1,496,218			1,909,938

Operating loss		(569,931	)		(155,118	)		(1,053,174	)		(1,832,482	)

Other expense:
Interest expense		(5,029	)		-			(5,558	)		-
		(5,029	)		-			(5,558	)		-

Net loss		(574,960	)		(155,118	)		(1,058,732	)		(1,832,482	)

Less dividend issued for series A preferred stock		40,563			-			60,314			-

Net loss attributable to common stock	$	(615,523	)	$	(155,118	)	$	(1,119,046	)	$	(1,832,482	)

Basic and diluted loss per common share	$	(0.03	)	$	(0.01	)	$	(0.05	)	$	(0.10	)

Basic and diluted weighted average common
shares outstanding		21,066,084			19,000,000			21,066,084			19,000,000

See Notes to Unaudited Financial Statements.

ACCELERIZE NEW MEDIA, INC.
STATEMENTS OF CASH FLOWS

	Six-month period ended
	June 30,
	2007			2006
	(Unaudited)			(Unaudited)

Cash flows from operating activities:
Net loss	$	(1,058,732	)	$	(1,832,482	)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization		86,959			9,916
Fair value of shares issued for services		-			1,550,000
Fair value of options granted		35,484			-
Changes in operating assets and liabilities:
Accounts receivable		(10,494	)		(18,075	)
Accrued interest		1,058			-
Accounts payable and accrued expenses		(34,087	)		37,157
Deferred revenue		59,388			-

Net cash used in operating activities		(920,424	)		(253,484	)

Cash flows used in investing activity:
Capital expenditures		(800	)		-
Website development costs		(92,964	)		(49,853	)

Net cash used in investing activity		(93,764	)		(49,853	)

Cash flows from financing activities:
Proceeds from notes payable		400,000			-
Payment of financing fees		(46,638	)		-
Common stock to be issued		-			(20,000	)
Proceeds from issuance of shares of common stock		-			350,000
Proceeds from issuance of shares of Preferred Stock B		533,750			-

Net cash provided by financing activities		887,112			330,000

Net (decrease) increase in cash		(127,076	)		26,663

Cash, beginning of period		414,270			20,224

Cash, end of period	$	287,194		$	46,887

Supplemental disclosures of cash flow information:
Cash paid for interest	$	5,558		$	-

Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities:
Beneficial conversion feature associated with issuance
of warrants related to Preferred Stock B	$	20,368		$	-
Conversion of notes payable into shares of
Preferred Stock B	$	400,000		$	-
Goodwill results from acquisition and corresponding
increase in	$	580,547		$	-
Assets	$	44,105		$	-
Liabilities	$	519,652		$	-
Common stock and additional paid-in capital	$	105,000		$	-


See Notes to the Unaudited Financial Statements

Fair value of the unescrowed shares:	$	105,000
Assets acquired:		(44,104	)
Liabilities assumed:		519,652
Goodwill:	$	580,548

	·	Recognized financial assets and financial liabilities except:
	·	An investment in a subsidiary that the entity is required to consolidate
	·	An interest in a variable interest entity that the entity is required to consolidate
	·	Employers’ and plans’ obligations (or assets representing net over-funded positions) for pension benefits, other postretirement benefits (including health care and life insurance benefits), post-employment benefits, employee stock option and stock purchase plans, and other forms of deferred compensation arrangements, as defined in SFAS No. 35, “Accounting and Reporting by Defined Benefit Pension Plans”, No. 87, “Employers’ Accounting for Pensions”, No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”, No. 112, “Employers’ Accounting for Post-employment Benefits”, No. 123 (revised December 2004), “Share-Based Payment”, No. 43, “Accounting for Compensated Absences”, No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, and No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, and APB Opinion No. 12, “Omnibus Opinion—1967”
	·	Financial assets and financial liabilities recognized under leases as defined in SFAS No. 13, “Accounting for Leases” (This exception does not apply to a guarantee of a third-party lease obligation or a contingent obligation arising from a cancelled lease.)

	·	Deposit liabilities, withdrawable on demand, of banks, savings and loan associations, credit unions, and other similar depository institutions
	·	Financial instruments that are, in whole or in part, classified by the issuer as a component of shareholder’s equity (including “temporary equity”). An example is a convertible debt security with a non-contingent beneficial conversion feature.
	·	Firm commitments that would otherwise not be recognized at inception and that involve only financial instruments
	·	Non-financial insurance contracts and warranties that the insurer can settle by paying a third party to provide those goods or services

	·	May be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method
	·	Is irrevocable (unless a new election date occurs)
	·	Is applied only to entire instruments and not to portions of instruments.

	For the six-month period ended
	June 30,
	2007			2006
Numerator:
Net loss attributable to common stock	$	(1,119,046	)	$	(1,832,482	)

Denominator:
Denominator for basic earnings per share-
Weighted average shares outstanding		21,066,084			19,000,000
Denominator for diluted earnings per share-
Weighted average shares outstanding		21,066,084			19,000,000

Basic loss per share	$	(0.05	)	$	(0.10	)
Diluted loss per share	$	(0.05	)	$	(0.10	)

Website development costs	$	234,510
Less: accumulated amortization		(140,183	)

Website development costs, net	$	94,327

Exercise price:	$	0.15
Market price at date of grant:	$	0.06
Expected volatility:		69	%
Expected dividend rate:		0	%
Risk-free interest rate:		4.54	%

	·	Fair value of shares issued to employees hired for services of approximately $1,550,000; and
	·	Amortization of capitalized web development of approximately $10,000;
Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activity:
	·	Decrease in accounts receivable of approximately $18,000;
	·	Increase in accounts payable of approximately $37,000;

		ACCELERIZE NEW MEDIA, INC..


Dated: August 13, 2007	By:	/s/ Brian Ross
		Brian Ross Chief Executive Officer

	Six-month period ended
	June 30, 2006
	Accelerize			DRG			Total

Revenues	$	77,456		$	125,458		$	202,914

Operating expenses:
Selling, general & administrative		1,844,243			425,777			2,270,020
Total operating expenses		1,844,243			425,777			2,271,989

Operating loss		(1,766,787	)		(300,319	)		(2,067,106	)

Other expense:
Interest expense to related party		-			(1,969	)		(1,969	)
Interest expense		-			(190	)		(190	)
		-			(2,159	)		(2,159	)

Net loss	$	(1,766,787	)	$	(302,478	)	$	(2,069,265	)

Basic and diluted loss per common share	$	(0.09	)	$	(0.04	)	$	(0.09	)

Basic and diluted weighted average common shares outstanding		19,000,000			1,750,000			20,750,000

ACCELERIZE NEW MEDIA, INC.
RESULTS OF OPERATIONS

							Increase/			Increase/
	Six-month period ended						(Decrease)			(Decrease)
	June 30,						in $ 2007			in % 2007
	2007			2006			vs 2006			vs 2006


Revenues	$	443,044		$	77,456		$	365,588		NM

Operating expenses:
Selling, general & administrative		1,496,218			1,909,938			(413,720	)		-21.7	%
Total operating expenses		1,496,218			1,909,938			(413,720	)		-21.7	%

Operating loss		(1,053,174	)		(1,832,482	)		779,308			-42.5	%

Other expense:
Interest expense		(5,558	)		-			(5,558	)	NM
		(5,558	)		-			(5,558	)	NM

Net loss		(1,058,732	)		(1,832,482	)		773,750			-42.2	%

Less dividend issued for series A preferred stock		60,314			-			60,314		NM
								-
Net loss attributable to common stock	$	(1,119,046	)	$	(1,832,482	)	$	713,436			-38.9	%


NM: Not Meaningful

	·	an increase in selling, general and administrative expenses associated with assuming the operations of DRG of approximately $400,000,
	·	an increase in legal and professional fees of approximately $178,000 associated with the preparation and filing of a registration statement on Form SB-2, was effective in May 2007,
	·	an increase in cash compensation to existing employees of approximately $238,000, and
	·	an increase in amortization of website development costs of approximately $72,000.

	·	Fair value of options granted to employees of approximately $35,000;
	·	Amortization of capitalized web development and depreciation of fixed assets of approximately $87,000;
Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activity:

	·	Decrease in accounts payable and accrued expenses of approximately $34,000; and
	·	Increase in deferred revenue of approximately $59,500 resulting from the acquisition of DRG;