RGBD / Regional Brands Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 033-13110-NY REGIONAL BRANDS INC. (Exact name of registrant as specified in

Form of Omnibus Amendment, effective as of June 2, 2020.

Exhibit 10.2 OMNIBUS AMENDMENT This Omnibus Amendment (this “Amendment”) is made and entered into by and among Regional Brands Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (each, an “Undersigned Stockholder” and, collectively, the “Undersigned Stockholders”). This Amendment amends the Securities Purchase Agreement, dated as of April 8, 2016, by and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): June 2, 2020 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-13110-NY 11-2831380 (State or other jurisdiction (Commission (IRS Employer of inco

Form of Amendment to Subscription Agreements, effective as of June 2, 2020.

Exhibit 10.1 AMENDMENT TO SUBSCRIPTION AGREEMENTS This Amendment (this “Amendment”) is made and entered into by and among Regional Brands Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (each, an “Undersigned Stockholder” and, collectively, the “Undersigned Stockholders”). This Amendment amends all of the separate Subscription Agreements made and enter

Regulation FD Disclosure

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 4, 2020 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-13110-NY 11-2831380 (State or other jurisdiction (Commission (IRS Employer of incor

RGBD / Regional Brands Inc. NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 033-13110-NY CUSIP Number: 75903Q201 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K

Membership and Participation Interests Purchase Agreement, dated as of February 6, 2020, by and among LC 591, LLC (f/k/a Lorraine Capital, LLC) and BRJ Acquisition Partners, LLC, B.R. Johnson, LLC, and Regional Brands Inc.

Exhibit 2.1 B.R. JOHNSON, LLC MEMBERSHIP AND PARTICIPATION INTERESTS PURCHASE AGREEMENT THIS MEMBERSHIP AND PARTICIPATION INTERESTS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of February, 2020, between LC 591, LLC (f/k/a Lorraine Capital, LLC), a New York limited liability company (“Lorraine Capital”) and BRJ Acquisition Partners, LLC, a New York limited liabi

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tm1924818d38k.htm FORM 8-K 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 6, 2020 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-13110-NY 11-2831380 (State or other jurisdict

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 7, 2020 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-13110-NY 11-2831380 (State or other jurisdiction (Commission (IRS Employer of i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 16, 2019 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-13110-NY 11-2831380 (State or other jurisdiction (Commission (IRS Employer of

Quarterly Report - 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 September 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 33-13110-NY Reg

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 tv5293578k.htm FORM 8-K 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 5, 2019 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-13110-NY 11-2831380 (State or other jurisdictio

First Amendment Agreement, dated as of September 5, 2019, to the Credit and Security Agreement by and among B.R. Johnson, LLC, the lenders which are party thereto, and KeyBank National Association, as agent (including the form of related Revolving Credit Note).

Exhibit 10.1 FIRST AMENDMENT AGREEMENT This First Amendment Agreement (this “Agreement”) is made as of the 5th day of September, 2019, by and among B.R. JOHNSON, LLC, a Delaware limited liability company (“Borrower”), the lending institutions which are party to the Credit and Security Agreement (as hereinafter defined) (collectively, “Lenders”, and individually, a “Lender”), and KEYBANK NATIONAL A

FNSI / 4net Software, Inc. 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 tv52665010q.htm 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, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

FNSI / 4net Software, Inc. 10-Q Quarterly Report 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, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 33-131110-NY Region

Regulation FD Disclosure

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 19, 2019 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-13110-NY 11-2831380 (State or other jurisdiction (Commission (IRS Employer of in

FNSI / 4net Software, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 or ¨ 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: 033-13110-NY Regional Brands Inc.

Subsidiaries of Regional Brands Inc.

Exhibit 21.1 Subsidiaries Name Jurisdiction of Organization B.R. Johnson, LLC(1) Delaware (1) 76.17% of common membership interests and 95.22% of preferred membership interests owned.

Submission of Matters to a Vote of Security Holders

8-K 1 tv5095688k.htm FORM 8-K 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 18, 2018 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-13110-NY 11-2831380 (State or other jurisdictio

FNSI / 4net Software, Inc. FORM 10-Q (Quarterly Report)

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, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 33-13110-NY Reg

FNSI / 4net Software, Inc. FORM 10-Q (Quarterly Report)

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, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 33-13110-NY Regional

FNSI / 4net Software, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 tv49690410q.htm 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, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

FNSI / 4net Software, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 033-13110-NY CUSIP Number: 75903Q201 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ T

Subsidiaries of Regional Brands Inc.

EX-21.1 2 tv488804ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries Name Jurisdiction of Organization B.R. Johnson, LLC(1) Delaware (1) 76.17% of common membership interests and 95.22% of preferred membership interests owned.

FNSI / 4net Software, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 or ¨ 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: 033-13110-NY Regional Brands Inc.

FNSI / 4net Software, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 tv47867410q.htm 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 September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

FNSI / 4net Software, Inc. ESP

Calfee, Halter & Griswold LLP Attorneys at Law The Calfee Building 1405 East Sixth Street Cleveland, Ohio 44114-1607 216.

FNSI / 4net Software, Inc. ESP

Calfee, Halter & Griswold LLP Attorneys at Law The Calfee Building 1405 East Sixth Street Cleveland, Ohio 44114-1607 216.

Regulation FD Disclosure

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 15, 2017 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 11-2831380 (State or other jurisdiction (Commission (IRS Employer of

FNSI / 4net Software, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 v47252110q.htm 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, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

Regional Brands Inc. Amended and Restated 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 21, 2017).

Exhibit 10.1 Regional Brands Inc. Amended and Restated 2016 Equity Incentive Plan (Adopted and effective April 8, 2016) (Amended June 15, 2017) ARTICLE 1 Establishment, Purpose, and Duration 1.1 Establishment of the Plan. Regional Brands Inc., a Delaware corporation (together with any successor thereto as provided in Article 15, hereinafter referred to as the ?Company?), hereby establishes an equi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 15, 2017 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 11-2831380 (State or other jurisdiction (Commission (IRS Employer of in

4net Software FORM 10-Q (Quarterly Report)

10-Q 1 v46631410q.htm 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, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ¨ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 x Transitional Report Pursuant to Section 13 or 15(d) of the Securities Exchange

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ¨ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 or x Transitional Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from October 1, 2016 to December 31, 2016 Commission File Number: 33-131110-NY Regional Brands Inc. (Exact na

Subsidiaries

Exhibit 21.1 Subsidiaries Name Jurisdiction of Organization B.R. Johnson, LLC(1) Delaware (1) 76.17% of common membership interests and 95.22% of preferred membership interests owned.

Certificate of Amendment to the Certificate of Incorporation of Regional Brands Inc. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on March 3, 2017).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF REGIONAL BRANDS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware It is hereby certified that: 1. The name of the corporation is: Regional Brands Inc. (the ?Corporation?). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of De

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 form8k1099200203032017.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 27, 2017 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 22-1895668 (State or Other Jurisdi

Regional Brands FORM 10-K (Annual Report)

10-K 1 v45563510k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2016 or ¨ 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:

Subsidiaries

EX-21.1 2 v455635ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries Name Jurisdiction of Organization B.R. Johnson, LLC(1) Delaware (1) 76.17% of common membership interests and 95.22% of preferred membership interests owned.

Regional Brands (Current Report/Significant Event)

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 20, 2016 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 22-1895668 (State or Other Jurisdiction of Incorporation) (Commissi

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 1, 2016 Regional Brands Inc. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 22-1895668 (State or Other Jurisdiction of Incorpo

Asset Purchase Agreement, dated as of November 1, 2016, by and among B. R. Johnson, Inc., William A. Harfosh, Michael V. Howard, Anthony C. Minieri, Arthur P. Brillanti, B.R. Johnson, LLC, William J. Maggio, Charles A. Rider, Richard F. Gioia and Justin M. Reich (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on November 8, 2016).

Exhibit 2.1 Execution Copy ASSET PURCHASE AGREEMENT by and among B. R. JOHNSON, INC., WILLIAM A. HARFOSH, MICHAEL V. HOWARD, ANTHONY C. MINIERI and ARTHUR P. BRILLANTI as “Sellers” and B.R. JOHNSON, LLC, WILLIAM J. MAGGIO, CHARLES A. RIDER, RICHARD F. GIOIA and JUSTIN M. REICH collectively, as “Buyer” Dated as of November 1, 2016 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 1.01 Defined Terms. 1 1.02

Subordinated Promissory Note, dated as of November 1, 2016, issued by B.R. Johnson, LLC in favor of B. R. Johnson, Inc. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on November 8, 2016).

Exhibit 10.2 THE INDEBTEDNESS EVIDENCED BY THIS DOCUMENT IS SUBORDINATE TO THE INDEBTEDNESS OF THE MAKER (OR ANY SUCCESSOR THERETO) TO KEYBANK NATIONAL ASSOCIATION, AS AGENT, OR ANY OF ITS SUCCESSORS OR ASSIGNS, PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 1, 2016, AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED OR OTHERWISE MODIFIED (OR ANY SUCCESSOR AGREEM

Certificate of Incorporation of Regional Brands Inc., as amended (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on November 8, 2016).

B.R. Johnson, Inc. Financial Statements For the Six Months Ended June 30, 2016 and June 30, 2015 (unaudited) And For the Years Ended December 31, 2015 and December 31, 2014 (as restated) TABLE OF CONTENTS

Exhibit 99.1 B.R. Johnson, Inc. Financial Statements For the Six Months Ended June 30, 2016 and June 30, 2015 (unaudited) And For the Years Ended December 31, 2015 and December 31, 2014 (as restated) TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm 1 Financial Statements Balance Sheets as of June 30, 2016 (unaudited), December 31, 2015 and December 31, 2014 (as restat

Subsidiaries

Exhibit 21.1 Subsidiaries Name Jurisdiction of Organization B.R. Johnson, LLC(1) Delaware (1) 76.17% of common membership interests and 95.22% of preferred membership interests owned.

Regional Brands Inc. Partners with Private Equity Firm Lorraine Capital, LLC to Acquire B.R. Johnson

Exhibit 99.3 Regional Brands Inc. Partners with Private Equity Firm Lorraine Capital, LLC to Acquire B.R. Johnson Regional Brands Inc. (?Regional?; OTC: RGBD) today announced that it has partnered with Lorraine Capital, LLC (?Lorraine?) and members of senior management of B.R. Johnson Inc. (?B.R. Johnson?) to complete the acquisition of the operating business and assets of B.R. Johnson on November

Limited Liability Company Agreement of B.R. Johnson, LLC, dated as of November 1, 2016, by and among Lorraine Capital, LLC, Regional Brands Inc. and BRJ Acquisition Partners, LLC (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Company on November 8, 2016).

Exhibit 10.5 B.R. JOHNSON, LLC LIMITED LIABILITY COMPANY AGREEMENT Table of Contents Page ARTICLE I FORMATION OF COMPANY 1 1.1 Formation 1 1.2 Name 1 1.3 Principal Office of the Company 1 1.4 Purposes 1 1.5 Term 2 1.6 Representations 2 1.7 Definitions 2 ARTICLE II CAPITAL 9 2.1 Capital Contributions 9 2.2 Capital Accounts 9 ARTICLE III ALLOCATIONS OF NET INCOME AND NET LOSS 10 3.1 Allocations of N

Credit and Security Agreement, dated as of November 1, 2016, by and among B.R. Johnson, LLC, the lending institutions party thereto and KeyBank National Association (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 8, 2016).

Exhibit 10.1 CREDIT AND SECURITY AGREEMENT AMONG KEYBANK NATIONAL ASSOCIATION, as ?Agent? and Those lending institutions set forth on Schedule 1 hereto as ?Lenders? and B.R. JOHNSON, LLC and Each other Person which from time to time becomes a Borrower hereunder as ?Borrowers? and Certain other Credit Parties from time to time party hereto November 1, 2016 TABLE OF CONTENTS Page ARTICLE I. DEFINITI

Unaudited Pro Forma Combined Consolidated Financial Information

Exhibit 99.2 Unaudited Pro Forma Combined Consolidated Financial Information On November 1, 2016, Regional Brands Inc. (?Regional Brands?) acquired a majority interest in B.R. Johnson, LLC (?BRJ LLC?) by contributing $3,808,696 in exchange for 95.22% of BRJ LLC?s preferred membership interest and 76.17% of its common membership interest. In addition, Regional Brands loaned to BRJ LLC $7,141,304 un

Loan and Security Agreement, dated as of November 1, 2016, by and between B.R. Johnson, LLC and Regional Brands Inc. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on November 8, 2016).

EX-10.3 8 ex103to8k1099200311072016.htm LOAN AND SECURITY AGREEMENT, DATED AS OF NOVEMBER 1, 2016, BY AND BETWEEN B.R. JOHNSON, LLC, AND REGIONAL BRANDS INC. Exhibit 10.3 THE LIENS, SECURITY INTERESTS, ASSIGNMENTS AND/OR OTHER ENCUMBRANCES GRANTED BY THIS DOCUMENT IS SUBORDINATE TO THE LIENS OF KEYBANK NATIONAL ASSOCIATION, OR ITS SUCCESSORS OR ASSIGNS, PURSUANT TO THE TERMS OF A SUBORDINATION AGR

Amended and Restated Bylaws of Regional Brands Inc., as amended (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on November 8, 2016).

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF MEDTECH DIAGNOSTICS, INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at c/o United Corporate Services, Inc., 410 South State Street, Dover, Delaware 19901 and United Corporate Services, Inc. shall be the registered agent of this corporation in charge thereof. SECTION 2. OTHER OFFICES. The cor

Form of Subscription Agreement of Regional Brands Inc., dated as of November 1, 2016 (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on November 8, 2016).

Exhibit 4.1 Subscription Agreement This Subscription Agreement (this ?Agreement?) is being delivered to the purchaser identified on the signature page to this Agreement (the ?Subscriber?) in connection with its investment in Regional Brands Inc., a Delaware corporation (the ?Company?). The Company is conducting a private placement (the ?Offering?) of up to $12,500,000.00 of its shares of common st

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 form8k1099200311072016.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): November 1, 2016 Regional Brands Inc. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 22-1895668 (State or Other Jurisdic

Management Services Agreement, dated as of November 1, 2016, by and between B.R. Johnson, LLC, and Lorraine Capital, LLC (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on November 8, 2016).

EX-10.4 9 ex104to8k1099200311072016.htm MANAGEMENT SERVICES AGREEMENT, DATED AS OF NOVEMBER 1, 2016, BY AND BETWEEN B.R. JOHNSON, LLC, AND LORRAINE CAPITAL, LLC. Exhibit 10.4 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement, dated as of November 1, 2016, is entered into by and between B.R. JOHNSON, LLC, a Delaware limited liability company (the “Company”) and LORRAINE CAPITAL, LLC,

AMENDED AND RESTATED BY-LAWS OF MEDTECH DIAGNOSTICS, INC. ARTICLE I OFFICES

EX-3.2 4 ex32to8k1099200311072016.htm AMENDED AND RESTATED BYLAWS OF REGIONAL BRANDS INC., AS AMENDED Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF MEDTECH DIAGNOSTICS, INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at c/o United Corporate Services, Inc., 410 South State Street, Dover, Delaware 19901 and United Corporate Services, Inc.

CREDIT AND SECURITY AGREEMENT

Exhibit 10.1 CREDIT AND SECURITY AGREEMENT This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be amended, restated, supplemented or otherwise modified, this ?Agreement?) is made effective as of the 1st day of November, 2016, among B.R. JOHNSON, LLC, a Delaware limited liability company (?BRJ?), each other Person which may be added as a ?Borrower? hereto, subsequent to the date h

Regional Brands Inc. Partners with Private Equity Firm Lorraine Capital, LLC to Acquire B.R. Johnson

EX-99.3 14 ex993to8k1099200311072016.htm PRESS RELEASE Exhibit 99.3 Regional Brands Inc. Partners with Private Equity Firm Lorraine Capital, LLC to Acquire B.R. Johnson Regional Brands Inc. (“Regional”; OTC: RGBD) today announced that it has partnered with Lorraine Capital, LLC (“Lorraine”) and members of senior management of B.R. Johnson Inc. (“B.R. Johnson”) to complete the acquisition of the op

Subsidiaries

Exhibit 21.1 Subsidiaries Name Jurisdiction of Organization B.R. Johnson, LLC(1) Delaware (1) 76.17% of common membership interests and 95.22% of preferred membership interests owned.

LOAN AND SECURITY AGREEMENT

EX-10.3 8 ex103to8k1099200311072016.htm LOAN AND SECURITY AGREEMENT, DATED AS OF NOVEMBER 1, 2016, BY AND BETWEEN B.R. JOHNSON, LLC, AND REGIONAL BRANDS INC. Exhibit 10.3 THE LIENS, SECURITY INTERESTS, ASSIGNMENTS AND/OR OTHER ENCUMBRANCES GRANTED BY THIS DOCUMENT IS SUBORDINATE TO THE LIENS OF KEYBANK NATIONAL ASSOCIATION, OR ITS SUCCESSORS OR ASSIGNS, PURSUANT TO THE TERMS OF A SUBORDINATION AGR

Subscription Agreement

EX-4.1 5 ex41to8k1099200311072016.htm SUBSCRIPTION AGREEMENT Exhibit 4.1 Subscription Agreement This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Regional Brands Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “

B.R. Johnson, Inc. Financial Statements For the Six Months Ended June 30, 2016 and June 30, 2015 (unaudited) And For the Years Ended December 31, 2015 and December 31, 2014 (as restated) TABLE OF CONTENTS

EX-99.1 12 ex991to8k1099200311072016.htm FINANCIAL STATEMENTS OF B.R. JOHNSON, INC. AS OF AND FOR THE FISCAL YEARS ENDED DECEMBER 31, 2015 AND 2014 (RESTATED) AND AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015 (UNAUDITED). Exhibit 99.1 B.R. Johnson, Inc. Financial Statements For the Six Months Ended June 30, 2016 and June 30, 2015 (unaudited) And For the Years Ended December 31, 2015 an

B.R. JOHNSON, LLC SUBORDINATED PROMISSORY NOTE

Exhibit 10.2 THE INDEBTEDNESS EVIDENCED BY THIS DOCUMENT IS SUBORDINATE TO THE INDEBTEDNESS OF THE MAKER (OR ANY SUCCESSOR THERETO) TO KEYBANK NATIONAL ASSOCIATION, AS AGENT, OR ANY OF ITS SUCCESSORS OR ASSIGNS, PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 1, 2016, AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED OR OTHERWISE MODIFIED (OR ANY SUCCESSOR AGREEM

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 1, 2016

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 1, 2016 Regional Brands Inc. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 22-1895668 (State or Other Jurisdiction of Incorporation) (Commissio

EX. 3.1 - CERTIFICATE OF INCORPORATION OF REGIONAL BRANDS INC., AS AMENDED

ASSET PURCHASE AGREEMENT by and among B. R. JOHNSON, INC., WILLIAM A. HARFOSH, MICHAEL V. HOWARD, ANTHONY C. MINIERI ARTHUR P. BRILLANTI as “Sellers” B.R. JOHNSON, LLC, WILLIAM J. MAGGIO, CHARLES A. RIDER, RICHARD F. GIOIA JUSTIN M. REICH collectivel

Exhibit 2.1 Execution Copy ASSET PURCHASE AGREEMENT by and among B. R. JOHNSON, INC., WILLIAM A. HARFOSH, MICHAEL V. HOWARD, ANTHONY C. MINIERI and ARTHUR P. BRILLANTI as “Sellers” and B.R. JOHNSON, LLC, WILLIAM J. MAGGIO, CHARLES A. RIDER, RICHARD F. GIOIA and JUSTIN M. REICH collectively, as “Buyer” Dated as of November 1, 2016 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 1.01 Defined Terms. 1 1.02

_________________________ B.R. JOHNSON, LLC LIMITED LIABILITY COMPANY AGREEMENT __________________________ Table of Contents

EX-10.5 10 ex105to8k1099200311072016.htm LIMITED LIABILITY COMPANY AGREEMENT OF B.R. JOHNSON, LLC, DATED AS OF NOVEMBER 1, 2016 BY AND AMONG LORRAINE CAPITAL, LLC, REGIONAL BRANDS INC. AND BRJ ACQUISITION PARTNERS, LLC. Exhibit 10.5 B.R. JOHNSON, LLC LIMITED LIABILITY COMPANY AGREEMENT Table of Contents Page ARTICLE I FORMATION OF COMPANY 1 1.1 Formation 1 1.2 Name 1 1.3 Principal Office of the Co

Unaudited Pro Forma Combined Consolidated Financial Information

Exhibit 99.2 Unaudited Pro Forma Combined Consolidated Financial Information On November 1, 2016, Regional Brands Inc. (?Regional Brands?) acquired a majority interest in B.R. Johnson, LLC (?BRJ LLC?) by contributing $3,808,696 in exchange for 95.22% of BRJ LLC?s preferred membership interest and 76.17% of its common membership interest. In addition, Regional Brands loaned to BRJ LLC $7,141,304 un

MANAGEMENT SERVICES AGREEMENT

Exhibit 10.4 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement, dated as of November 1, 2016, is entered into by and between B.R. JOHNSON, LLC, a Delaware limited liability company (the ?Company?) and LORRAINE CAPITAL, LLC, a New York limited liability company (?Lorraine?). WHEREAS, the Company desires to engage Lorraine to render certain management services to the Company and Lorra

FNSI / 4net Software, Inc. 10-Q - Quarterly Report - 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, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 33-131110-NY Regiona

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION REGIONAL BRANDS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF REGIONAL BRANDS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware It is hereby certified that: 1. The name of the corporation is: Regional Brands Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of De

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

form8k1099200207262016.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): July 22, 2016 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 22-1895668 (State or other jurisdiction of i

Submission of Matters to a Vote of Security Holders

form8k1099200207182016.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): July 12, 2016 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 22-1895668 (State or other jurisdiction of i

FNSI / 4net Software, Inc. / KCG AMERICAS LLC - SC 13G/A RGBD 2 Passive Investment

SC 13G/A 1 kcg2015033113ga.htm SC 13G/A RGBD 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 2) Regional Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75903Q102 (CUSIP Number) June 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF MEDTECH DIAGNOSTICS, INC.

ex31to8k0647000505182016.htm Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF MEDTECH DIAGNOSTICS, INC. The title of the Amended and Restated By-Laws of Medtech Diagnostics, Inc. (the ?By-Laws?) is hereby amended and restated so that it reads as follows: ?AMENDED AND RESTATED BY-LAWS OF REGIONAL BRANDS, INC.? The first sentence of Section 1 of ARTICLE III of the By-Laws is hereby amend

4net Software (Current Report/Significant Event)

form8k0647000505182016.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): May 16, 2016 REGIONAL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 33-131110-NY 22-1895668 (State or other jurisdiction of in

FNSI / 4net Software, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2016. or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. — 33-131110-NY Regional Brands, Inc. (Exact Name of Small Busi

FNSI / 4net Software, Inc. / BRONSON STEVEN N - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 SCHEDULE 13D (Rule l3d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 12) Regional Brands Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 75903Q 102 (CUSIP Number) Steven N. Bronson Regional Brands Inc. 31248

EX-10.28

Exhibit 10.28

Management Services Agreement between the Company and Ancora Advisors, LLC, dated as of April 8, 2016 (Incorporated by reference to Exhibit 10.27 to the Current Report on Form 8-K filed by the Company on April 8, 2016).

Exhibit 10.27

Securities Purchase Agreement among the Company and Merlin Partners LP, Ancora Catalyst Fund LP, and Steven N. Bronson, dated as of April 8, 2016 (Incorporated by reference to Exhibit 10.25 to the Current Report on Form 8-K filed by the Company on April 8, 2016).

Exhibit 10.25

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 7, 2016 Regional Brands Inc. (Exact Name of Registrant as Specified in Charter) Delaware 33-131110-NY 22-1895668 (State or other (Commission File No.) (I.R.S. Employer Jurisdiction of Identif

EX-3.7

Exhibit 3.7

EX-17.1

Exhibit 17.1

EX-17.2

Exhibit 17.2

4NET SOFTWARE, INC. ANNOUNCES INVESTMENT BY AFFILIATES OF ANCORA ADVISORS, LLC Transaction Resulted in Change of Control of the Company Brian Hopkins of Ancora Appointed Chairman, Chief Executive Officer and President

EX-99.1 9 v436602ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 4NET SOFTWARE, INC. ANNOUNCES INVESTMENT BY AFFILIATES OF ANCORA ADVISORS, LLC Transaction Resulted in Change of Control of the Company Brian Hopkins of Ancora Appointed Chairman, Chief Executive Officer and President Westlake Village, CA, April 8, 2016- 4Net Software, Inc. (OTC: FNSI) today announced that it has entered into and closed a Secur

Registration Rights Agreement among the Company and Merlin Partners LP, Ancora Catalyst Fund LP, and Steven N. Bronson, dated as of April 8, 2016 (Incorporated by reference to Exhibit 10.26 to the Current Report on Form 8-K filed by the Company on April 8, 2016).

Exhibit 10.26

FNSI / 4net Software, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 2015. or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. — 33-131110-NY 4net Software, Inc. (Exact Name of Small Bus

FNSI / 4net Software, Inc. / KCG AMERICAS LLC - SC 13G/A FNSI Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) 4net Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35104P105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

FNSI / 4net Software, Inc. 10-K - Annual Report - FORM 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2015 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 33-131110 NY 4net Software, Inc. (Exact name of regis

4net Software NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2015. or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No.- 33-131110-NY 4net Software, Inc. (Exact Name of Small Business

Letter from Excelsis Accounting Group

Exhibit 16.1 Letter from Excelsis Accounting Group July 1, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Sirs: We have received a copy of, and are in agreement with, the statements being made by 4net Software, Inc. in Item 4.01 of its Form 8-K dated July 1, 2015, captioned "Changes in Registrant's Certifying Accountant." We hereby consent to the filing of thi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 v4147018-k.htm FORM 8-K 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): July 1, 2015 4Net Software, Inc. - (Exact Name of Registrant as Specified in Charter) Delaware 33-131110-NY 22-1895668 (State or other (Commission File No.) (I.R.S. Em

Letter from Anton & Chia, LLP

Exhibit 16.2 Letter from Anton & Chia, LLP July 1, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioner: We have read the statements made by 4net Software, Inc. in Item 4.01 of its Current Report on Form 8-K dated July 1, 2015. We agree with the statements concerning our firm in such Current Report on Form 8-K. Furthermore, we understand this letter will be

Alan Rosenberg 11 Burlington Rd Tenafly NJ 07670.

Exhibit 17 Alan Rosenberg 11 Burlington Rd Tenafly NJ 07670. Effective June 24, 2015 I am resigning from the board of 4net Software Inc. I am truly thankful for the opportunity to serve 4net Software Inc. for the past 15 years. Sincerely, Alan Rosenberg

FNSI / 4net Software, Inc. / BRONSON STEVEN N - SC 13D/A Activist Investment

SC 13D/A 1 v414229sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 SCHEDULE 13D (Rule l3d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 11) 4Net Software, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 35104P 10 5 (CUSIP Number) Steven

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 24, 2015 4Net Software, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 33-131110-NY 22-1895668 (State or other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Em

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2015. or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. ? 33-131110-NY 4net Software, Inc. (Exact Name of Small Busine

Other Events

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 1, 2015 4net Software, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 33-131110-NY 22-1895668 (State or other (Commission File No.) (I.R.S. Employer Jurisdiction of Incorpor

FNSI / 4net Software, Inc. / KCG AMERICAS LLC - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Initial Filing) Under the Securities Exchange Act of 1934 4net Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35104P105 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 2014. or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. ? 33-131110-NY 4net Software, Inc. (Exact Name of Small Bus

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2014 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 33-13110 NY 4net Software, Inc. (Exact name of regist

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2014. or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to to Commission File No. - 33-131110-NY 4net Software, Inc. (Exact Name of Small Busi

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2014. or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. ? 33-131110-NY 4net Software, Inc. (Exact Name of Small Busine

Other Events - 8-K

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 1, 2014 4net Software, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 33-131110-NY 22-1895668 (State or other Jurisdiction (Commission File No.) (I.R.S. Employer of Incorporat

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 2013. or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. — 33-131110-NY 4net Software, Inc. (Exact Name of Small Bus

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2013 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 33-131110 NY 4net Software, Inc. (Exact name of regis

- FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2013. or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. ? 33-131110-NY 4net Software, Inc. (Exact Name of Small Busines

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2013. or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. ? 33-131110-NY 4net Software, Inc. (Exact Name of Small Busine

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 2012. or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. — 33-131110-NY 4net Software, Inc. (Exact Name of Sma

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2012 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 33-131110 NY 4net Software, Inc. (Exact name of regis

Fourth Amended and Restated Consolidated Loan Agreement between Steven N. Bronson and 4net Software, Inc., dated December 19, 2012. (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K, dated December 28, 2012).

Exhibit 10.24 FORTH AMENDED AND RESTATED CONSOLIDATED LOAN AGREEMENT This Fourth Amended Consolidated Loan Agreement (the ?Agreement?), dated December 19, 2012, is entered into by and between 4net Software, Inc., a Delaware corporation, with offices located at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (?Borrower?) and Steven N. Bronson, having a business address at 225 N.E. Mi

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2012. or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. ? 33-131110-NY 4net Software, Inc. (Exact Name of Small Busines

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2012. or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. ? 33-131110-NY 4net Software, Inc. (Exact Name of Small Busine

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 2011. or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. For the transition period from to Commission File No. ? 33-131110-NY 4net Software, Inc. (Exact Name of Small Bus

THIRD AMENDED AND RESTATED CONSOLIDATED LOAN AGREEMENT

Exhibit 10.23 THIRD AMENDED AND RESTATED CONSOLIDATED LOAN AGREEMENT This THIRD Amended Consolidated Loan Agreement (the ?Agreement?), dated February 8, 2012, is entered into by and between 4net Software, Inc., a Delaware corporation, with offices located at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (?Borrower?) and Steven N. Bronson, having a business address at 225 N.E. Mizn

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2011 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 33-131110 NY 4net Software, Inc. (Exact name of regis

SECOND AMENDED AND RESTATED CONSOLIDATED LOAN AGREEMENT

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