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| CIK | 1478838 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Triad Business Bank
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 30, 2012 |
- THE BRAINY BRANDS COMPANY, INC. FORM NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-54344 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition |
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| March 22, 2012 |
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 16, 2012 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 000-54344 30-0457914 (State or Other Jurisdiction of Incorporation) (Com |
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| March 22, 2012 |
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 20, 2012 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 000-54344 30-0457914 (State or Other Jurisdiction of Incorporation) (Com |
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| March 22, 2012 |
EX-10.3 4 ex103.htm EXHIBIT 10.3 Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE |
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| March 22, 2012 |
Principal Amount: $_____________ Issue Date: March 16, 2012 SECURED CONVERTIBLE PROMISSORY NOTE EX-10.2 3 ex102.htm EXHIBIT 10.2 Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE |
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| March 22, 2012 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of March 16, 2012, by and between The Brainy Brands Company, Inc. (formerly Enter Corp.), a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto, which schedule shall be amended from time to time to identify additional subscribers upon such additional subscribers’ ex |
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| March 22, 2012 |
Exhibit 10.4 SUBSIDIARY GUARANTY 1. Identification. This Guaranty (the “Guaranty”), dated as of March 16, 2012, is entered into by Brainy Acquisitions, Inc., a Georgia corporation, (“Guarantor”), for the benefit of the Collateral Agent identified below and the parties identified on Schedule A hereto (each a “Lender” and collectively, the “Lenders”). 2. Recitals. 2.1 Guarantor is a direct or indire |
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| February 7, 2012 |
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): April 15, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 000-54344 30-0457914 (State or Other Jurisdiction of Incorporation) (Com |
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| January 12, 2012 |
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): January 9, 2012 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 000-54344 30-0457914 (State or Other Jurisdiction of Incorporation) (Co |
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| January 12, 2012 |
PROMISSORY NOTE $55,000.00 January 9, 2012 Exhibit 10.1 PROMISSORY NOTE $55,000.00 January 9, 2012 FOR VALUE RECEIVED, the undersigned, THE BRAINY BRANDS COMPANY, INC., a Delaware corporation ("Debtor"), promises to pay to the order of FLM HOLDINGS LLC, or its successors or assigns ("Lender"), on July 9, 2012 ("Maturity Date"), at 8 Hop Brook Lane, Holmdel, NJ 07733, or at such other place as the Lender may designate from time to time in w |
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| December 9, 2011 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 000-54344 30-0457914 (State or Other Jurisdiction |
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| December 9, 2011 |
Exhibit 16.1 December 9, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read The Brainy Brands Company, Inc. statements included under Item 4.01 of its Form 8-K filed on December 9, 2011, and we agree with such statements concerning our firm. Very truly yours, /s/ Habif, Arogeti & Wynne, LLP Habif, Arogeti & Wynne, LLP Atlanta, Georgia |
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| December 8, 2011 |
The Brainy Brands Company, Inc. 460 Brogdon Road, Suite #400 Suwanee, GA 30024 December 9, 2011 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Steve Lo, Staff Accountant Re: The Brainy Brands Company, Inc. Item 4.01 Form 8-K Filed December 2, 2011 File No. 000-54344 Ladies and Gentlemen: Please accept this letter |
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| December 2, 2011 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): November 28, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 000-54344 30-0457914 (State or Other Jurisdiction of Incorporation) ( |
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| December 2, 2011 |
EX-16.1 2 ex16.htm EXHIBIT 16.1 Exhibit 16.1 December 2, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read The Brainy Brands Company, Inc. statements included under Item 4.01 of its Form 8-K filed on December 2, 2011, and we agree with such statements concerning our firm. Very truly yours, Habif, Arogeti & Wynne, LLP Five Concourse Parkwa |
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| November 21, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54344 THE BRAINY |
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| November 18, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 15, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 000-54344 30-0457914 (State or Other Jurisdiction of Incorporation) ( |
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| November 18, 2011 |
Fourth Consent and Waiver Agreement Exhibit 10.2 Fourth Consent and Waiver Agreement This Fourth Consent and Waiver Agreement (“Agreement”) is made and entered into as of November 15, 2011, by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (“Subscribers”). Capitalized terms used but not defined herein will have the meanings assigned to them i |
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| November 18, 2011 |
EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 Note and Warrant Amendment This Note and Warrant Amendment (“Amendment”) is made and entered into as of November 15, 2011, by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (“Subscribers”). Capitalized terms used but not defined herein will have the meanings ass |
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| November 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-54344 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2011 [ ]Transition Report on Form 10-K [ ]Transition Report on Form 20-F [ ]Transition Report on Form 11-K [ ]Transition Re |
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| October 24, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3 ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2010 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdicti |
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| October 24, 2011 |
EX-99.6 3 ex996.htm EXHIBIT 99.6 Exhibit 99.6 BRAINY ACQUISITIONS, INC PRO FORMA BALANCE SHEET September 30, 2010 (Unaudited) As Reported Pro Forma 9/30/2010 Adjustments Combined ASSETS CURRENT ASSETS: $ 168,065 $ 2,733,949 $ 2,902,014 Accounts receivable, net 84,636 - 84,636 Inventory, net 130,550 - 130,550 Prepayments and other current assets 38,955 87,486 126,441 Total Current Assets 422,206 2, |
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| October 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) ? Definitive Information Statement The Brainy Brands |
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| October 7, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) ? Definitive Information Statement The Brainy Brands C |
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| September 26, 2011 |
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): September 23, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 000-54344 30-0457914 (State or Other Jurisdiction of Incorporation) |
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| September 26, 2011 |
THIRD CONSENT AND WAIVER AGREEMENT EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 THIRD CONSENT AND WAIVER AGREEMENT This Third Consent and Waiver Agreement (“Agreement”) is made and entered into as of September 23, 2011, by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (“Subscribers”). Capitalized terms used but not defined herein will have |
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| September 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q /A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-5 |
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| August 23, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54344 THE BRAINY BRAND |
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| August 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-54344 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2011 [ ]Transition Report on Form 10-K [ ]Transition Report on Form 20-F [ ]Transition Report on Form 11-K [ ]Transition Report |
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| August 12, 2011 |
Exhibit 10.4 SUBSIDIARY GUARANTY 1. Identification. This Guaranty (the “Guaranty”), dated as of August 11, 2011, is entered into by Brainy Acquisitions, Inc., a Georgia corporation, (“Guarantor”), for the benefit of the Collateral Agent identified below and the parties identified on Schedule A hereto (each a “Lender” and collectively, the “Lenders”). 2. Recitals. 2.1 Guarantor is a direct or indir |
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| August 12, 2011 |
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): August 11, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) (C |
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| August 12, 2011 |
Principal Amount: $_____________ Issue Date: August 11, 2011 SECURED CONVERTIBLE PROMISSORY NOTE EX-10.2 3 ex102.htm EXHIBIT 10.2 Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE |
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| August 12, 2011 |
EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of August 11, 2011, by and between The Brainy Brands Company, Inc. (formerly Enter Corp.), a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto, which schedule shall be amended from time to time to identify additional subscribers up |
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| August 12, 2011 |
EX-10.3 4 ex103.htm EXHIBIT 10.3 Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE |
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| June 14, 2011 |
EX-10.4 3 ex104.htm EXHIBIT 10.4 EXHIBIT 10.4 LOCKUP AGREEMENT This AGREEMENT (the "Agreement") is made as of the 18th day of April, 2011, by the holder identified on the signature page hereto ("Holder"), maintaining an address at c/o The Brainy Brands Company, Inc., 460 Brogdon Road, Suite 400, Suwanee, GA 30024, facsimile: (678) 762-1122, in connection with his ownership of shares of The Brainy |
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| June 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* THE BRAINY BRANDS COMPANY, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 10503G105 (CUSIP Number) Ronda Bush c/o The Brainy Brands Company, Inc. 460 Brogdon Road, Suite 400 Suwanee, GA 30024 (Name, Address and Telephone Number of Person Authorized to R |
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| June 14, 2011 |
EX-10.3 2 ex103.htm EXHIBIT 10.3 EXHIBIT 10.3 LOCKUP AGREEMENT This AGREEMENT (the "Agreement") is made as of the 18th day of April, 2011, by the holder identified on the signature page hereto ("Holder"), maintaining an address at c/o The Brainy Brands Company, Inc., 460 Brogdon Road, Suite 400, Suwanee, GA 30024, facsimile: (678) 762-1122, in connection with her ownership of shares of The Brainy |
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| June 7, 2011 |
Promissory Installment Note (w/Balloon Payment) Exhibit 99.4 Promissory Installment Note (w/Balloon Payment) RECITATIONS: Date: February 12, 2004 Borrower: The Brainy Baby Company, LLC Borrower's Address: 1200 Alpha Drive, Suite B, Alpharetta, GA 30004 Lender: Howard Bowen Place for Payment: 1900 Chestnut Ave., Lo Towers, #304, Glenview, IL 60025 Principal Amount: $250,000 Term: SIXTY (60) months "balloon" INTEREST RATE: Annual interest rate on |
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| June 7, 2011 |
Exhibit 99.5 September 16, 2010 Mr. Dennis Fedoruk President & CEO The Brainy Baby Company 460 Brogdon Road, Suite #400 Suwanee, Ga. 30024 Mr. Fedoruk, Upon receipt of $82,500, First Citizens Bank releases guarantor from obligations related to the assets of The Brainy Baby Company, LLC. Borrower and Guarantor release, acquit and forever discharge First Citizens Bank and Trust, Inc., Georgian Bank, |
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| June 7, 2011 |
Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660 Exhibit 16 Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660 Securities and Exchange Commission 450 ? Fifth Street N. |
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| June 7, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2010 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdictio |
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| June 7, 2011 |
Exhibit 99.2 PROMISSORY NOTE Principal $334,022.00 Loan Date 09-18-2009 Maturity 03-18-2010 Loan No 4000812800 Call/Coll Amount 11893 Officer *** Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "* * *" has been omitted due to text length limitations. Borrower: The Brainy B |
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| June 7, 2011 |
DEBENTURE OF LIMITED LIABILITY COMPANY Exhibit 99.3 $150,000.00 Date: 2/3/03 DEBENTURE OF LIMITED LIABILITY COMPANY This Bond Debenture ("Debenture") has not been registered under the Securities Act of 1933 (the "Act") and may not be transferred in the absence of such registration or an exemption therefrom under such Act, except under circumstances where neither such registration nor such an exemption is required by law. This Debenture |
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| May 24, 2011 |
EX-10.3 2 ex103.htm EXHIBIT 10.3 Exhibit 10.3 LOCKUP AGREEMENT This AGREEMENT (the "Agreement") is made as of the 18th day of April, 2011, by the holder identified on the signature page hereto ("Holder"), maintaining an address at c/o The Brainy Brands Company, Inc., 460 Brogdon Road, Suite 400, Suwanee, GA 30024, facsimile: (678) 762-1122, in connection with his ownership of shares of The Brainy |
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| May 24, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* THE BRAINY BRANDS COMPANY, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 10503G105 (CUSIP Number) John Benfield c/o The Brainy Brands Company, Inc. 460 Brogdon Road, Suite 400 Suwanee, GA 30024 (Name, Address and Telephone Number of Person Authorized t |
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| May 20, 2011 |
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): May 20, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) (Comm |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54344 THE BRAINY BRAN |
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| April 22, 2011 |
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): April 18, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) (Co |
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| April 22, 2011 |
EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of April 18, 2011, by and between The Brainy Brands Company, Inc. (formerly Enter Corp.), a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”). WHEREAS, the Company and the Subscribers are executing and deliverin |
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| April 22, 2011 |
FORM OF CLASS A and CLASS B COMMON STOCK PURCHASE WARRANT EX-10.3 4 ex103.htm EXHIBIT 10.3 Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE |
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| April 22, 2011 |
Exhibit 10.4 SUBSIDIARY GUARANTY 1. Identification. This Guaranty (the “Guaranty”), dated as of April 18, 2011, is entered into by Brainy Acquisitions, Inc., a Georgia corporation, (“Guarantor”), for the benefit of the Collateral Agent identified below and the parties identified on Schedule A hereto (each a “Lender” and collectively, the “Lenders”). 2. Recitals. 2.1 Guarantor is a direct or indire |
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| April 22, 2011 |
Exhibit 10.6 ESCROW AGREEMENT This Agreement is dated as of the 18th day of April, 2011 among The Brainy Brand Company, Inc., a Delaware corporation (the "Company"), the parties identified on Schedule A hereto (each a “Subscriber”, and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"): W I T N E S S E T H: WHEREAS, the Company and Subscribers have entered into Subscript |
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| April 22, 2011 |
Principal Amount: $__________ Issue Date: April 18, 2011 SECURED CONVERTIBLE PROMISSORY NOTE Exhibiot 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| April 22, 2011 |
EX-10.5 6 ex105.htm EXHIBIT 10.5 Exhibit 10.5 PLEDGE AND ESCROW AGREEMENT This Escrow Agreement is dated as of the 18th day of April, 2011 among the shareholders identified on Schedule A (“Pledgors”) and The Brainy Brands Company, Inc., a Delaware corporation (“Pledgee”), and Grushko & Mittman, P.C. (the “Escrow Agent”): WITNESSETH: WHEREAS, the the Pledgors are the holders of shares of common sto |
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| April 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to THE BRAINY BRANDS COMPANY, INC. |
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| April 15, 2011 |
Exhibit 21 Subsidiaries Brainy Acquisitions, Inc. (Georgia corporation) |
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| April 11, 2011 |
Securities and Exchange Commission Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 The Brainy Brands Company, Inc. (Exact name of registrant as specified in its charter) Delaware 30-0457914 (State of incorporation or organization) (IRS Employer Identification No.) 460 Brogdon Road, Suite 400 |
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| April 8, 2011 |
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): February 8, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) ( |
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| April 6, 2011 |
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): April 4, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) (Com |
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| April 6, 2011 |
Exhibit 3.1 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "THE BRAINY BRANDS COMPANY, INC.", FILED IN THIS OFFICE ON THE FOURTH DAY OF APRIL, A.D. 2011, AT 7 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF |
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| April 1, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-164000 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transitio |
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| March 31, 2011 |
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 25, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) (Co |
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| February 22, 2011 |
EXHIBIT 10.2 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this ?Agreement?), is dated as of November 24, 2010, by and between Enter Corp., a Delaware corporation (the ?Company?), and the subscribers identified on Schedule 1 hereto (the ?Subscribers?). WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registrati |
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| February 22, 2011 |
THE SUWANEE COMMERCE CENTER STANDARD MULTI-TENANT LEASE EXHIBIT 10.12 THE SUWANEE COMMERCE CENTER STANDARD MULTI-TENANT LEASE Landlord Initials: Tenant Initials: 1 EXHIBIT "I" COMMENCEMENT DATE AGREEMENT THIS COMMENCEMENT DATE AGREEMENT (the "Agreement") is made this 10th day of November, 2007 by BROGDON PLACE II, LLC ("Landlord") and BRAINY BABIES, INC. ("Tenant"). In accordance with that certain Standard Multi-Tenant Lease dated March 27, 2007, betwe |
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| February 22, 2011 |
EXHIBIT 99.1 The Brainy Brands Company, Inc. An Overview 2 The Brainy Brands Company Certain statements in this presentation are forward-looking. These statements are subject to risks and uncertainties. Words such as "expects?, "intends", "plans", "may", "could", "should", "anticipates", "likely", "believes? and words of similar import also identify forward-looking statements. Forward-looking stat |
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| February 22, 2011 |
8-K/A 1 form8ka.htm BRAINY BRANDS COMPANY, INC. FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K /A (Amendment No. 1 ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2010 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charte |
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| February 22, 2011 |
EXHIBIT 10.11 DISTRIBUTION AGREEMENT This Agreement made this day, March 1, 2010 By and Between THE BRAINY BABY COMPANY, LLC 460 Brogdon Road, Suite 400 Suwanee, GA 30024 Hereinafter referred to as BBC And BayView Entertainment, LLC 107 Pink Street, Hackensack, NJ 07601 Hereinafter referred to as the BVE Whereas the parties named hereinbefore desire to enter into an Agreement for the distribution |
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| February 22, 2011 |
EX-10.7 4 ex107.htm EXHIBIT 10.7 EXHIBIT 10.7 ESCROW AGREEMENT This Agreement is dated as of the 24th day of November, 2010 among Enter Corp., a Delaware corporation (the “Company”), the subscribers listed on Schedule 1 hereto (“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”): W I T N E S S E T H: WHEREAS, the Company and Subscribers have entered into a Subscription Agreement calli |
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| February 22, 2011 |
EXHIBIT 10.8 MISC BK0001 IPG0323 FILED AND RECORDED CLERK SUPERIOR COURT GWINNETI COUNTY. GA 2010 SEP 23 PM 1: 33 TOM LAWLER. CLERK STATE OF GEORGIA Upon recording, please return to: Grisanti, Galef, Goldress COUNTY OF GWINNETT 5883 Glenridge Drive NE, Ste 160 Atlanta, GA 30328 DEED OF ASSIGNMENT ASSIGNMENT, made 21st day of September, 2010, between The Brainy Baby Company, LLC a Georgia corporati |
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| February 22, 2011 |
EXHIBIT 10.3 SUBSIDIARY GUARANTY 1. Identification. This Guaranty (the “Guaranty”), dated as of November 24, 2010, is entered into by Brainy Acquisitions, Inc., a Georgia corporation, (“Guarantor”), for the benefit of the Collateral Agent identified below and the parties identified on Schedule A hereto (each a “Lender” and collectively, the “Lenders”). 2. Recitals. 2.1 Guarantor is a direct or ind |
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| February 16, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): February 9, 2011 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) ( |
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| February 16, 2011 |
AMENDMENT NO.1 TO LOCKUP AGREEMENT Exhibit 10.1 AMENDMENT NO.1 TO LOCKUP AGREEMENT This Amendment No. 1 to Lock Agreement (this “Amendment”), dated as of February 9, 2011, is entered into by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and Dennis Fedoruk (the “Holder”). WITNESSETH: WHEREAS, the Company and the Holder are party to a LockUp Agreement, dated as of November 24, 2010 (the “LockUp Ag |
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| January 3, 2011 |
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): December 30, 2010 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) |
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| December 20, 2010 |
Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 07:26 PM 12/10/2010 FILED 07:07 PM 12/10/2010 SRV 101176097 - 4461378 FILE CERTIFICATE OF OWNERSHIP AND MERGER OF THE BRAINY BRANDS COMPANY, INC. (a Delaware corporation) INTO ENTER CORP. (a Delaware corporation) Under Section 253 of the Delaware General Corporation Law The undersigned corporation does hereby certi |
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| December 20, 2010 |
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): December 14, 2010 THE BRAINY BRANDS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) |
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| December 1, 2010 |
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): November 24, 2010 ENTER CORP. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| December 1, 2010 |
AMENDMENT TO THE BYLAWS Enter Corp. (a Delaware corporation) November 24, 2010 EX-3.1 2 ex31.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO THE BYLAWS OF Enter Corp. (a Delaware corporation) November 24, 2010 The By-Laws of Enter Corp., a Delaware corporation, are hereby amended as follows: Article IV, Section 3 shall be deleted in its entirety and replaced by the following which shall be inserted in lieu thereof: “SECTION 3. PRESIDENT. - The President may be the Chief Executive O |
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| November 24, 2010 |
SECOND AMENDED AND RESTATED SECURITY AGREEMENT EXHIBIT 10.25 SECOND AMENDED AND RESTATED SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated October 29, 2010 by and between Brainy Acquisitions, Inc., a Georgia corporation, having a principal place of business at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Debtor”) and |
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| November 24, 2010 |
FORM OF CLASS A/CLASS B COMMON STOCK PURCHASE WARRANT EXHIBIT 10.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| November 24, 2010 |
Principal Amount: $________ Issue Date: November __, 2010 SECURED CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| November 24, 2010 |
EXHIBIT 10.11 Filed as a PDF Reference |
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| November 24, 2010 |
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS OF THE BRAINY BABY COMPANY, LLC EX-10.9 11 ex109.htm EXHIBIT 10.9 EXHIBIT 10.9 AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS OF THE BRAINY BABY COMPANY, LLC THIS AGREEMENT (the "Agreement") made and entered into this 23rd day of September, 2010, by and among ASSET RECOVERY ASSOCIATES, LLC as Assignee for the benefit of creditors of THE BRAINY BABY COMPANY, LLC. (the "Seller") and BRAINY ACQUISITIONS, INC. a Georgia corporation ( |
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| November 24, 2010 |
EX-10.7 8 ex107.htm EXHIBIT 10.7 EXHIBIT 10.7 ESCROW AGREEMENT This Agreement is dated as of the 24th day of November, 2010 among Enter Corp., a Delaware corporation (the “Company”), the subscribers listed on Schedule 1 hereto (“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”): W I T N E S S E T H: WHEREAS, the Company and Subscribers have entered into a Subscription Agreement calli |
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| November 24, 2010 |
EXHIBIT 10.26 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into as of November 18, 2010 (the “Effective Date”), by and between Enter Corp., a Delaware corporation (including its successors, the “Corporation”), Brainy Acquisitions, Inc., a Georgia corporation (“Brainy Acquisitions”) and I |
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| November 24, 2010 |
SECOND SECURITIES PURCHASE AGREEMENT EXHIBIT 10.20 SECOND SECURITIES PURCHASE AGREEMENT This Second Securities Purchase Agreement (the “Agreement”) dated as of September 29, 2010, by and among Brainy Acquisitions, Inc., a Georgia corporation, with headquarters located at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “ |
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| November 24, 2010 |
EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of this 24rd day of November, 2010, by and among Enter Corp., a Delaware corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia (?Enter?), Brainy Acquisitions, Inc. a Georgia corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia and a wholly owned subsidiary of Enter (?Br |
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| November 24, 2010 |
EXHIBIT 10.10 Letter of Agreement This LETTER OF AGREEMENT is entered into as of November 15, 2010 by and between Wall & Madison LLC, a New York Limited Liability Corporation with offices at 63 Murray Avenue, Port Washington, New York, 11050 (“Agency”) and Brainy Acquisitions, Inc., with corporate offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia, 30024 (Client”). 1. SCOPE OF SERVICES Clien |
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| November 24, 2010 |
EXHIBIT 10.8 Filed as a PDF Reference |
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| November 24, 2010 |
EXHIBIT 10.27 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into as of November 24, 2010 (the “Effective Date”), by and between Enter Corp., a Delaware corporation (including its successors, the “Corporation”), Brainy Acquisitions, Inc., a Georgia corporation (“Brainy Acquisitions”) and N |
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| November 24, 2010 |
THIRD SECURITIES PURCHASE AGREEMENT EXHIBIT 10.23 THIRD SECURITIES PURCHASE AGREEMENT This Third Securities Purchase Agreement (the “Agreement”) dated as of October 29, 2010, by and among Brainy Acquisitions, Inc., a Georgia corporation, with headquarters located at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “Purc |
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| November 24, 2010 | ||
| November 24, 2010 |
Original Issue Date: September 22, 2010 $110,000.00 10% SENIOR SECURED DEBENTURE DUE MARCH , 2011 EXHIBIT 10.18 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A |
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| November 24, 2010 |
EX-10.17 21 ex1017.htm EXHIBIT 10.17 EXHIBIT 10.17 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”) dated as of September 22, 2010, by and among Brainy Acquisitions, Inc., a Georgia corporation, with headquarters located at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Company”), and the purchaser identified on the signature page hereto (including its succes |
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| November 24, 2010 |
EXHIBIT 10.16 Garden State Securities Inc. November 15, 2010 Brainy Acquisitions, Inc. 460 Brogdon Road, Suite #400 Suite 400 Suwanee, GA 30024 ATT: Mr. John Benfield, Chief Executive Officer Re: Advisory Services Dear Mr. Benfield: This letter confirms the engagement of Garden State Securities Inc., a FINRA member firm (“GSS”), as a non-exclusive financial advisor to Brainy Acquistions, Inc. and |
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| November 24, 2010 |
EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of this 24rd day of November, 2010, by and among Enter Corp., a Delaware corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia (“Enter”), Brainy Acquisitions, Inc. a Georgia corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia and a wholly owned subsidiary of Enter (“Br |
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| November 24, 2010 |
EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of November 24, 2010, is by and among Enter Corp., Inc., a Delaware corporation (the “Parent”), Brainy Acquisitions, Inc., a Georgia corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is indi |
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| November 24, 2010 |
The Brainy Brands Company, Inc. An Overview2 The Brainy Brands Company Certain statements in this presentation are forward-looking. These statements are subject to risks and uncertainties. Words such as "expects“, "intends", "plans", "may", "could", "should", "anticipates", "likely", "believes“ and words of similar import also identify forward-looking statements. Forward-looking statements are bas |
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| November 24, 2010 |
EX-10.19 23 ex1019.htm EXHIBIT 10.19 EXHIBIT 10.19 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 22, 2010 by and between Brainy Acquisitions, Inc., a Georgia corporation, having a principal place of business at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Debtor”) and FLM Holdin |
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| November 24, 2010 |
EXHIBIT 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of this 24rd day of November 2010, by and among Enter Corp., a Delaware corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia (“Enter”), Brainy Acquisitions, Inc. a Georgia corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia and a wholly owned subsidiary of Enter (“Bra |
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| November 24, 2010 | ||
| November 24, 2010 | ||
| November 24, 2010 |
EXHIBIT 10.21 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A |
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| November 24, 2010 |
AMENDED AND RESTATED SECURITY AGREEMENT EXHIBIT 10.22 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated September 29, 2010 by and between Brainy Acquisitions, Inc., a Georgia corporation, having a principal place of business at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Debtor”) and FLM Holding |
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| November 24, 2010 |
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): November 24, 2010 ENTER CORP. (Exact name of registrant as specified in its charter) Delaware 333-164000 30-0457914 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 24, 2010 |
EXHIBIT 10.3 SUBSIDIARY GUARANTY 1. Identification. This Guaranty (the “Guaranty”), dated as of November 24, 2010, is entered into by Brainy Acquisitions, Inc., a Georgia corporation, (“Guarantor”), for the benefit of the Collateral Agent identified below and the parties identified on Schedule A hereto (each a “Lender” and collectively, the “Lenders”). 2. Recitals. 2.1 Guarantor is a direct or ind |
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| November 24, 2010 |
EXHIBIT 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of November 24, 2010 (this “Agreement”), is among Enter Corp., a Delaware corporation (the “Company”), the Subsidiaries of the Company identified on Schedule I herein (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Secured Convertible Notes due November , 2012 a |
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| November 24, 2010 |
EXHIBIT 10.24 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A |
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| November 24, 2010 |
EX-10.12 15 ex1012.htm EXHIBIT 10.12 EXHIBIT 10.12 Filed as a PDF Reference |
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| November 24, 2010 |
EXHIBIT 99.1 Filed as a PDF Reference |
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| November 24, 2010 |
EXHIBIT 10.2 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of November 24, 2010, by and between Enter Corp., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”). WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registrati |
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| October 25, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-164000 ENTER CORP. A |
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| August 3, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-164000 ENTER CORP. A Delaw |
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| May 13, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-164000 ENTER CORP. A Dela |
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| April 22, 2010 |
Enter Corp. 1,640,000 Shares of Common Stock FINAL PROSPECTUS FILED PURSUANT TO RULE 424 (b)(3) REGISTRATION NUMBER 333-164000 Enter Corp. |
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| April 19, 2010 |
ENTER CORP. 9 Hayarden Street Moshav Yashresh D.N. Emek Sorek Israel. 76838 Phone: 011-972-54-996-2967 Facsimile: 011-972-57-955-7292 April 19, 2010 VIA FACSIMILE (1-703-813-6963) AND EDGAR Mr. John Reynolds, Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, D.C. Re: Enter Corp. Registration Statement on Form S-1/A Filed April 7, 2010 File No. 333-16 |
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| April 15, 2010 |
Enter Corp. 9 Hayarden Street Moshav Yashresh D.N. Emek Sorek Israel. 76838 Phone: 011-972-54-996-2967 Facsimile: 011-972-57-955-7292 April 15, 2010 Filed Via Edgar Mr. John Reynolds Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E., Stop 3561 Washington, D.C. 20549-3030 RE: Enter Corp. Form S-1/A Filed April 7, 2010 File No. 333-164000 Dear Mr |
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| April 7, 2010 |
Enter Corp. 9 Hayarden Street Moshav Yashresh D.N. Emek Sorek Israel. 76838 Phone: 011-972-54-996-2967 Facsimile: 011-972-57-955-7292 April 7, 2010 Filed Via Edgar Mr. John Reynolds Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E., Stop 3561 Washington, D.C. 20549-3030 RE: Enter Corp. Form S-1/A Filed March 22, 2010 File No. 333-164000 Dear Mr |
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| April 7, 2010 |
As filed with the Securities and Exchange Commission on April 7, 2010 Registration No. |
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| March 22, 2010 |
As filed with the Securities and Exchange Commission on March 22 , 2010 Registration No. |
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| March 22, 2010 |
Enter Corp. 9 Hayarden Street Moshav Yashresh D.N. Emek Sorek Israel. 76838 Phone: 011-972-54-996-2967 Facsimile: 011-972-57-955-7292 March 22, 2010 Filed Via Edgar Mr. John Reynolds Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E., Stop 3561 Washington, D.C. 20549-3030 RE: Enter Corp. Form S-1/A Filed March 2, 2010 File No. 333-164000 Dear Mr |
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| March 2, 2010 |
As filed with the Securities and Exchange Commission on March 2, 2010 Registration No. |
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| March 2, 2010 |
Enter Corp. 9 Hayarden Street Moshav Yashresh D.N. Emek Sorek Israel. 76838 Phone: 011-972-54-996-2967 Facsimile: 011-972-57-955-7292 March 2, 2010 Filed Via Edgar Mr. John Reynolds Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E., Stop 3561 Washington, D.C. 20549-3030 RE: Enter Corp. Form S-1 Filed December 23, 2009 File No. 333-164000 Dear M |
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| December 23, 2009 |
BY - LAWS ENTER CORP. ARTICLE I OFFICES AND BRANCHES EX-3.2 6 v169164ex3-2.htm Exhibit 3.2 BY - LAWS OF ENTER CORP. ARTICLE I OFFICES AND BRANCHES SECTION 1. REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall be located at the principal place of business in said state of the corporation or individual acting as the Corporation's registered agent. SECTION 2. OTHER OFFICES. The Corporation may have other offices, |
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| December 23, 2009 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT Made and signed as of the day of (month) 2008. BETWEEN: (the “Investor”) AND: Enter Corp. (the “Company”) WHEREAS: the Board of Directors of the Company determined that it is in the Company’s best interests to raise capital by means of the issuance of shares of Common Stock in the Company (the “Shares”) all on the terms and conditions more fully set forth in thi |
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| December 23, 2009 |
Exhibit 4.1 |
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| December 23, 2009 |
As filed with the Securities and Exchange Commission on December 22, 2009 Registration No. |
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| December 23, 2009 |
Exhibit 3.1 |
