ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 24, 2012, Accelerize New Media, Inc., or the Company, following the consent of the Company's Board of Directors, amended its equity compensation plan to increase the maximum number of shares of the Company's common stock for non-qualified stock options that may be granted under the plan to any individual in the aggregate in any calendar year from 2,000,000 to 4,000,000.

The full text of the equity compensation plan amendment is attached hereto as Exhibit 10.1.

On May 24, 2012, following such amendment, the Company approved the grant of non-qualified options to acquire up to 3,100,000 shares of the Company's common stock at an exercise price of $0.31 per share, the closing price of the Company's common stock on the Over-the-Counter Bulletin Board on May 24, 2012, subject to vesting in 12 equal quarterly installments commencing on October 1, 2012 and expiring on May 24, 2022 to each of Brian Ross, the Company's President, Chief Executive Officer, Treasurer and sole Director, Jeff McCollum, the Company's Chief Revenue Officer and President of the Company's Cake Marketing Division, and Damon Stein, the Company's General Counsel and Secretary.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.1 Amendment No. 4 to Accelerize New Media, Inc. Stock Option Plan.

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