X0202 5 2005-12-31 0 0 0 0001022844 BRILLIANT DIGITAL ENTERTAINMENT INC BDLN 0001108250 TOIBB HARRIS 6355 TOPANGA CANYON BOULEVARD LOS ANGELES CA 91367 0 0 1 0 Secured Convertible Promissory Notes 0.07 2005-09-26 5 J 0 2 0.00 D COMMON STOCK 4212299 D Secured Convertible Promissory Notes 0.02 2005-09-26 5 J 0 2 0.00 A COMMON STOCK 14743045 D March 2004 Warrant To Purchase Common Stock 0.07 2005-09-26 5 J 0 1 0.00 D 2004-03-30 2008-10-04 COMMON STOCK 313333 313333 D March 2004 Warrant To Purchase Common Stock 0.02 2005-09-26 5 J 0 1 0.00 A 2004-03-30 2008-10-04 COMMON STOCK 313333 313333 D May 2001 and December 2001 Warrant to Purchase Common Stock 0.07 2005-09-26 5 J 0 2 0.00 D 2008-10-05 COMMON STOCK 3472800 3472800 D May 2001 and December 2001 Warrant to Purchase Common Stock 0.02 2005-09-26 5 J 0 2 0.00 A 2008-10-05 COMMON STOCK 3472800 3472800 D October 2002 Warrant to Purchase Common Stock 0.07 2005-09-26 5 J 0 1 0.00 D 2008-10-04 COMMON STOCK 1966762 1966762 D October 2002 Warrant to Purchase Common Stock 0.02 2005-09-26 5 J 0 1 0.00 A 2008-10-04 COMMON STOCK 1966762 1966762 D Immediate September Warrant to Purchase Common Stock 0.02 2005-09-26 5 J 0 1 0.00 A 2009-10-05 COMMON STOCK 8654181 8654181 D September Warrant to Purchase Common Stock 0.02 2005-09-26 5 J 0 1 0.00 A 2009-10-05 COMMON STOCK 11908319 11908319 D The Issuer issued to Mr. Toibb in 2001 two Secured Convertible Promissory Notes (the "Notes") with the aggregate face principal amount of $2,350,000. The principal amount outstanding under the Notes, and accrued interest thereon, was convertable into shares of the Issuer's common stock $0.0001 par value (the "Common Stock"). The loans made by Mr. Toibb in 2001 are governed by two Note and Warrant Purchase Agreements, the Notes and related loan documentation, as amended. The acquisition of the Notes by Mr. Toibb were previously reported in 2001. On March 30, 2004, the Issuer and Mr. Toibb agreed to extend the maturity date of the Notes to September 26, 2004. As of September 26, 2004, the Issuer and Mr. Toibb agreed to extend the maturity date of the Notes to September 26, 2005 and change the conversion price to $0.07, subject to protective contractual provisions. On October 19, 2005, the Issuer and Mr. Toibb agreed, as of September 26, 2005, to extend the maturity date of the Notes to March 31, 2006. This transaction previously was reported as a disposition and acquisition of the Notes. At the time of disposition, the Notes, and the accrued interest thereon, were convertible into shares of Common Stock. At the time of acquisition, the Notes, and the accrued interest thereon, were convertible into shares of Common Stock. The Notes, and the accrued interest thereon, were convertible at the option of Mr. Toibb at anytime until the Notes and all accrued interest were paid in full. The Notes, and the accrued interest thereon, are presently convertible into shares of Common Stock at a conversion price of $0.02 per share as a result of the completion of the 1 for 10 reverse stock split on December 30, 2005. The Notes, and the accrued interest thereon, are convertible at the option of Mr. Toibb at anytime until the Notes and all accrued interest are paid in full. As stated in footnote 1 above, this transaction resulted in the maturity date of the Notes being extended to September 26, 2005. Amount represents the total number of shares of Common Stock that could have been acquired upon the conversion of all principal and accrued interest due under the Notes as of September 26, 2005 at the $0.07 conversion price. Amount represents the total number of shares of Common Stock that could have been acquired upon the conversion of all principal and accrued interest due under the Notes as of September 26, 2005 at the time of the "deemed disposition" for Form 4 and Form 5 reporting purposes and before the "deemed acquisition" for Form 4 and Form 5 reporting purposes, which deemed acquisition amount is addressed in footnotes 10 and 12. Amount represents the total number of shares of Common Stock that could be acquired upon the conversion of all principal and accrued interest due under the Notes at the time of the "deemed acquisition" for Form 4 and Form 5 reporting purposes which does not include the maximum number of shares of Common Stock into which the Notes and unpaid accrued interest are convertible upon the completion of the 1 to 10 reverse stock split on December 30, 2005. The March 2004 Warrant was granted to Mr. Toibb in consideration for agreeing to extend the maturity date of the Notes as described in footnote 1 above. At such time, another Warrant to Purchase Common Stock that had been issued to Mr. Toibb in March 2002 (and which had been previously reported) and which entitled Mr. Toibb to purchase up to 5,042,864 shares of Common Stock expired. On September 26, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2005, as described above in footnote 1, the expiration date of the March 2004 Warrant was extended to October 4, 2008 and the exercise price was changed to $0.07, subject to protective contractual provisions. This transaction previously was reported as a disposition and acquisition of the March 2004 Warrant. Amount represents the total number of shares of Common Stock that could be acquired upon conversion of all principal and accrued interest due under the Notes as of September 26, 2005 at the $0.02 conversion price, assuming completion of the 1 for 10 reverse stock split which occurred on December 30, 2005. After completion of the 1 for 10 reverse stock split, as of January 10, 2006, due to payments of accrued interest that amount was reduced to 13,916,081. On October 19, 2005, in connection with the Issuer and Mr. Toibb agreeing, as of September 26, 2005, to extend the maturity date of the Notes to March 31, 2006, as described in footnote 2 above, the exercise price of the March 2004 Warrants was changed to $0.02 from $ 0.07, subject to protective contractual provisions. This transaction is reflective as a disposition and acquisition of these March 2004 Warrant. The Issuer issued to Mr. Toibb in May 2001 a Warrant to Purchase Common Stock and in December 2001 a Warrant to Purchase Common Stock (as amended, the "2001 Warrants"), these transactions were previously reported. On March 30, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2004, the expiration date of the 2001 Warrants was extended to October 4, 2005. This transaction was previously reported as a disposition and acquisition of the 2001 Warrants. On September 26, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2005, as described above in footnote 1, the expiration date of the 2001 Warrants was extended to October 4, 2008, and the exercise price was changed to $0.07, subject to protective contractual provisions. This transaction was previously reported as a disposition and acquisition of the 2001 Warrants. During 2004, the number of shares of Common Stock to be issued on exercise of the 2001 Warrants did not change. On October 19, 2005, the Issuer and Mr. Toibb agreed, as of September 26, 2005, to extend the maturity date of the Notes to March 31, 2006 and change the conversion price of the Notes from $0.07 to $0.02, subject to certain protective contractual provisions conditioned upon the Issuer's completion of the 1 for 10 reverse stock split. The 1 for 10 reverse stock split was completed on December 30, 2005. This transaction is reflected as a disposition and acquisition of the Notes. On October 19, 2005, in connection with the Issuer and Mr. Toibb agreeing, as of September 26, 2005, to extend the maturity date of the Notes to March 31, 2006, as described in footnote 2 above, the exercise price of the May 2001 Warrants was changed to $0.02 from $ 0.07, subject to protective contractual provisions. This transaction is reflective as a disposition and acquisition of these May 2001 and December 2001 Warrants. At the time of disposition, the May 2001 and December 2001 Warrants were currently exercisable. At the time of acquisition, the 2001 Warrants were currently exercisable. The 2001 Warrants are presently exercisable by Mr. Toibb. The Issuer issued to Mr. Toibb in October 2002 a Warrant to Purchase Common Stock (as amended, the "October 2002 Warrant"), this transaction was previously reported. On September 26, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2005, as described above in footnote 1, the expiration date of the October 2002 Warrant was extended to October 4, 2008 and the exercise price was changed to $0.07, subject to protective contractual provisions. This transaction previously was reported as a disposition and acquisition of the October 2002 Warrant. At the time of disposition, the October 2002 Warrant was currently exercisable. At the time of the acquisition, the October 2002 Warrant was currently exercisable. The October 2002 Warrant is presently exercisable by Mr. Toibb. During 2004, the number of shares of Common Stock to be issued on exercise of the October 2002 Warrant was not changed. Amounts reflected on Mr. Toibb's previously filed Form 4 and this Form 5 do not include the 4,738,428 shares of Common Stock that may have been acquired by Mr. Toibb upon the exercise of a Warrant to Purchase Common Stock issued to Mr. Toibb by the Issuer in September 2002 (the "September 2002 Warrant") and which was previously reported. The September 2002 Warrant has expired. Per October 19, 2005, in connection with the Issuer and Mr. Toibb agreeing, as of September 26, 2005, to extend the maturity date of the Notes to March 31, 2006, as described in footnote 2 above, the exercise price of the October 2002 Warrant was changed to $0.02 from $ 0.07, subject to protective contractual provisions. This transaction is reflective as a disposition and acquisition of these October 2002 Warrants. The Immediate September Warrant and the September Warrant were granted to Mr. Toibb in consideration for agreeing to extend the maturity date of the Notes as described in footnote 16 above. At the time of acquisition, the Immediate September Warrant was currently exerciseable. The September Warrants have been exercisable since the completion of the 1 for 10 reverse stock split on December 30, 2005. All share amounts set forth in this Form 5 reflect the completion of the 1 for 10 reverse stock split on December 30, 2005. There have been no acquisitions or dispositions of securities of the Issuer by Mr. Toibb since the filing by him of a Form 4 on October 19, 2005. However, the 1 for 10 reverse stock split which was completed on December 30, 2005 was a condition precedent to the exercisability of the September Warrants and the change in the Conversion Price of the Notes, all of which was reported in the October 19, 2005 Form 4 filing. /s/ Harris Toibb 2006-02-14