UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 event reported): March 1318, 2009

ENTERCONNECT, INC.

(Exact name of registrant as specified in Charter)

Nevada	333-145487	20-8002991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 Century Center Court Suite 650 San Jose, California		95112-4537
(Address of principal executive offices)		(Zip Code)

100 Century Center Court Suite 650 San Jose, California		95112-4537
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 441-9500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o	Written communication 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))

Item 1 5.~~01.~~02 Departure ~~Entry~~of Directors ~~into~~or aCertain ~~Material~~Officers; ~~Definitive~~Election ~~Agreement.~~of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Registrant and Highbridge International LLC~~ (~~“Highbridge”; Registrant and Highbridge referred to herein as the “Parties”~~b) are parties to a December 20, 2007 Securities Purchase Agreement, as amended by the December 17, 2008 Amendment and Waiver Agreement between Registrant and the Required Holders (“Securities Purchase Agreement”). Under the Securities Purchase Agreement, Highbridge and certain other investors (“Other Investors” and collectively with Highbridge, “Investors”) purchased from Registrant (i) senior secured notes (“Notes”) and (ii) warrants to acquire shares of Registrant’s common stock, par value $0.001 per share (“Common Stock”) (“Warrant Shares”). On March 11, 2009, Registrant and Highbridge entered into a Second Amendment and Waiver Agreement under which Highbridge, acting on behalf of itself and the Other Investors, granted certain consents and made certain waivers, and the Parties amended certain provisions and clauses (the consents, waivers and amendments together, the “Amendments”) to the Securities Purchase Agreement and to the related Transaction Documents, as defined therein, as described in more detail in Item 3.03 below and in the Exhibits filed herewith (“Second Amendment Agreement”).

~~Item~~On 3March 17, 2009 the Company’s Chief Executive Officer and Acting Chief Financial Officer, Sam Jankovich, Jr.~~03.~~, informed ~~Material~~the ~~Modification~~Company’s toBoard ~~Rights~~of Directors that, upon advice of ~~Security~~his ~~Holders~~personal doctor, he is taking a three month medical leave of absence starting March 18, 2009.

~~The Amendments referred to in the March 11, 2009 Second Amendment and Waiver Agreement described in~~ Item 1 8.01 ~~above included but were not limited to Highbridge’s consent, on behalf of itself and the~~ Other ~~Investors, to the~~ following: (i) issuance and sale by Registrant of one or more bridge loan notes in the aggregate principal amount of Two Hundred Fifty Thousand Dollars ($250,000) (“Bridge Notes”), (ii) issuance of up to 100,000 shares of Common Stock to John Thomas Financial, IncEvents. as partial compensation for providing Registrant with financial and strategic advisory services (“JTF Issuance”), and (iii) issuance and sale by Registrant of up to $1,000,000 of Series A Convertible Preferred Stock and accompanying warrants convertible into Common Stock (“Preferred Stock Issuance”). In the Second Amendment Agreement, (i) the Parties also clarified the rights of holders of a majority of the Registered Securities issued and issuable under the Securities Purchase Agreement and under the Notes to waive a right for the benefit of all of the Investors, and (ii) Highbridge, for itself and on behalf of the Other Investors, waived the right to participate in up to 50% in the JTF Issuance and in the Preferred Stock Issuance, and the right to any adjustment to the number of Warrant Shares issuable upon exercise of the SPA Warrants which would occur as a result of the Bridge Loan Issuance and the Preferred Stock Issuance.

AOn ~~copy of the~~ March 1117, 2009 ~~Second Amendment and Waiver Agreement,~~ the ~~form~~Company’s ~~of Bridge~~Chief ~~Loan~~Executive ~~Notes,~~Officer and ~~the~~Acting ~~form~~Chief ofFinancial ~~Series~~Officer, ASam ~~Convertible Preferred Stock Purchase Agreement are attached to this Current Report on Form 8-K as Exhibits 4.1~~Jankovich, 4Jr.2, ~~and~~informed ~~4.3,~~the ~~respectively,~~Company’s ~~and~~Board ~~are incorporated herein by reference. The foregoing description~~ of ~~the~~Directors ~~March 11~~that, ~~2009~~upon ~~Second~~advice ~~Amendment~~of ~~and~~his ~~Waiver~~personal ~~Agreement~~doctor, ishe ~~not comprehensive and~~ is ~~qualified~~taking ina ~~its~~three ~~entirety~~month bymedical ~~reference~~leave ~~to the full text~~ of ~~the~~absence ~~attached~~starting ~~Exhibit~~March 418, 2009.1.

~~Item~~On ~~9.01.~~March ~~Financial~~18, ~~Statements~~2009 the Company’s Board of Directors determined to find, and ~~Exhibits~~did initiate a search for, a financial or strategic buyer for the Company. There can be no assurance, however, that a buyer will be found or that any transaction will result.

~~(d)~~The Board of Directors cannot determine ~~Exhibits~~the financial viability of the Company at this time, and no assurance of the Company’s continued operation can be given. The Company is past due on payment of rent at its principal office in San Jose, California and the Landlord has delivered written notice of default to the Company. In addition, a number of creditors of the Company, including the company providing hosting services for the Company’s software product, have sent dunning notices to the Company and have threatened to cease providing services to the Company unless the Company brings its accounts with the creditors current. Unless the Company receives an immediate significant investment, or the Company is able to obtain a significant advance payment from a prospective client, the Company is unable to bring its accounts payable current at this time.

Exhibit Number		Description
4.1		Second Amendment and Waiver Agreement dated March 11, 2009 between EnterConnect Inc. and Highbridge International LLC
4.2		Form of Bridge Loan Notes
4.3		Form of Series A Convertible Preferred Stock Purchase Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 13, 2009	By:	/s/ Sam Jankovich
Date: March 23, 2009	By:	/s/ Michael Wainstein
		Chief Executive Officer
		Member of the Board of Directors

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Exhibit Index

The following exhibits are being filed with this report:

Exhibit No.		Description
4.1		Second Amendment and Waiver Agreement dated March 11, 2009 between EnterConnect Inc. and Highbridge International LLC
4.2		Form of Bridge Loan Notes
4.3		Form of Series A Convertible Preferred Stock Purchase Agreement

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