UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-K/A-Amendment No. 1
 
 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31, 2009
 
 or
 
 [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from ___________ to _________.
 
 Commission file number 000-52635
 
 ACCELERIZE NEW MEDIA, INC.(Exact name of  registrant as specified in its charter)
 
 Delaware

20-3858769(State of Incorporation)

(IRS Employer Identification No.)
 
 12121 Wilshire Blvd. , Suite 322,

Los Angeles, CA 90025(Address of principal  executive  offices) (Zip Code)
 
 Registrant's telephone number, including area code: (310) 903 4001
 
 
 Securities registered pursuant to Section 12(b) of the Act: None
 
 Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ]  No [X]
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ]  No [X]
 
 Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.  Yes [X]  No [   ]
 
 Indicate by checkmark whether the registrant submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ]  No [   ]
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]
 
 
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
 Large accelerated filer [   ]                                                                    Accelerated filer [  ]
 
 Non-accelerated filer [   ]                                                                      Smaller reporting company [X]
 (Do not check if a smaller reporting company)
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]  No [ X]
 
 The aggregate market value of the common equity voting shares of the registrant held by non-affiliates on June 30, 2009, the registrant's most recently completed second fiscal quarter, was $7,002,092. For purposes of this calculation, an aggregate of 11,000,000 shares of common stock were held by the directors and officers of the registrant on June 30, 2009 and have been included in the number of shares of common stock held by affiliates.
 
 The number of the registrant’s shares of common stock outstanding as of March 22, 2010: 30,430,816.
 
 
 EXPLANATORY NOTE
 
 We are filing this Amendment to our Form 10-K for the fiscal year ended December 31, 2009 (“Original Annual Report”) for the sole purpose of filing the consent of our independent registered public accounting firm, Sherb & Co., LLP, as Exhibit 23.1. Exhibit 23.1 was listed as "filed herewith" in our Original Annual Report but was inadvertently not filed.
 
 Except as described above, the remainder of the Original Annual Report is unchanged and does not reflect events occurring after the filing of the Original Annual Report with the SEC on March 26, 2010. Accordingly, this Amendment should be read in conjunction with the Original Annual Report.
 
 
 Item 15. Exhibits and Financial Statement Schedules
  Exhibit
 Number
Description
  23.1
Consent of Sherb & Co., LLP. (filed herewith)
 
 
 
 
 
 SIGNATURES
 
 In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
   ACCELERIZE NEW MEDIA, INC.
 
 By:     /S/ Brian Ross
 Brian Ross
 President, Chief Executive Officer and Treasurer
 
 Date: March 29, 2010
 
 In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 SIGNATURE
TITLE
DATEBy: /S/ Brian Ross
President, Chief Executive Officer, Treasurer and Director

(Principal executive and accounting officer)
March 29, 2010By: /S/ Chris Meredith
Director
March 29, 2010