Gen2Media Corporation
2295 S. Hiawassee Rd.
Suite 414
Orlando, FL 32835
July 10, 2008
BY EDGAR AND FAX
Securities and Exchange Commission
Washington, DC 20549
Attention: John Harrington, Esq.
Attorney-Advisor
| Re: | Gen2Media Corporation Registration Statement on Form S-1 File No. 333-147932 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Gen2Media Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Friday, July 11, 2008, or as soon thereafter as possible.
We hereby acknowledge the following:
| · | that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| GEN2MEDIA CORPORATION | |||
| By: | /s/ Mary Spio | ||
| Mary Spio, Chief Executive Officer | |||