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EX-10.1 - EXHIBIT 10.1 - ENTER CORPex101.htm
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)  
 
 (Commission File Number)
 
(I.R.S. Employer Identification Number)
 
460 Brogdon Road, Suite 400
Suwanee, GA 30024
(Address of principal executive offices) (zip code)

(678) 762-1100
 (Registrant's telephone number, including area code)



(Former name, if changed since last report)

  Copies to:
Marc J. Ross, Esq.
David B. Manno
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725

N/A
 (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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

 
 
 
Item 1.01  Entry into a Material Definitive Agreement.

On February 9, 2011, The Brainy Brands Company, Inc. (the “Company”) entered into an amendment No. 1 to lock-up agreement (the “Amendment”) with Dennis Fedoruk. Mr. Fedoruk is the Company’s Chairman, President and Chief Creative Officer. Pursuant to the Amendment, 2,000,000 shares of the Company’s common stock held by Mr. Fedoruk were released from the lock-up agreement, dated November 24, 2010, between the Company and Mr. Fedoruk.
 
Item 9.01. Financial Statements and Exhibits.

   
10.1
Amendment No. 1 to Lockup Agreement, dated February 9, 2011, between the Company and Dennis Fedoruk

 
 

 
 

 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
THE BRAINY BRANDS COMPANY, INC.
 
       
Dated: February 16, 2011 
By:
/s/ John Benfield
 
   
Name: John Benfield
 
   
Title: Chief Executive Officer