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Brilliant Digital Entertainment Inc – ‘PRER14A’ on 11/1/05

On: Tuesday, 11/1/05, at 8:15pm ET · As of: 11/2/05 · Accession #: 1170918-5-757 · File #: 1-14480

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/02/05  Brilliant Digital Entertainm… Inc PRER14A                1:53K                                    Hill Carol Lee/FA

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Solicitation Material       16     80K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certificate of Amendment Reverse Split Amendment
1	1st Page - Filing Submission
5	Item 1:. Reverse Split Amendment
14	Certificate of Amendment

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SCHEDULE 14A
(RULE 14A-101)

 INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 
 AMENDMENT NO. 1

Filed by the registrant    |X|                                                  
Filed by a Party other than the Registrant   |_|                                

Check the appropriate box:                                                      
|X|   Preliminary Proxy Statement             |_|  Confidential, For Use        
|_|   Definitive Proxy Statement                   of the Commission Only       
|_|   Definitive Additional Materials              (as permitted by Rule        
|_|   Soliciting Material Pursuant to              14a-6(e)(2))                 
Rule 14a-11(c) or Rule 14a-12                                       

BRILLIANT DIGITAL ENTERTAINMENT, INC. 
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

1)   Title of each class of securities to which transaction applies:            

________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:               

________________________________________________________________________________

3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):                          

________________________________________________________________________________
4)   Proposed maximum aggregate value of transaction:                           

________________________________________________________________________________
5)   Total fee paid:                                                            

________________________________________________________________________________
[_]  Fee paid previously with preliminary materials:                            

________________________________________________________________________________
[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.                   

1)   Amount previously paid:                                          

________________________________________________________________________________
2)   Form, Schedule or Registration Statement No.:                    

________________________________________________________________________________
3)   Filing Party:                                                    

________________________________________________________________________________
4)   Date Filed:                                                      

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 BRILLIANT DIGITAL ENTERTAINMENT, INC.

 -----------------------------------------------------

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
 -----------------------------------------------------

TIME.................................      10:00 a.m.  Pacific  Time on  Monday,
                       December 12, 2005

PLACE................................      Brilliant Digital Entertainment, Inc.
                                        14011 Ventura Boulevard, Suite 501
                                    Sherman Oaks, California 91423

ITEMS OF BUSINESS...................       (1)      To approve the  amendment of
                                                    our  Amended  and   Restated
                                                    Certificate of Incorporation
                                                    to   accomplish  a  1-for-10
                                                    reverse  stock  split of our
                                                    issued    and    outstanding
                                     common stock.

                                           (2)      To   transact   such   other
                                                    business  as  may   properly
                                                    come   before  the   Special
                                                    Meeting and any  adjournment
                                        or postponement.

RECORD DATE.........................       You can  vote  if,  at the  close  of
                                           business  on October  13,  2005,  you
                                        were a stockholder of the Company.

PROXY VOTING........................       All    stockholders   are   cordially
                                           invited to attend the Special Meeting
                                           in person.  However,  to ensure  your
                                           representation    at   the    Special
                                           Meeting,   you  are   urged  to  vote
                                           promptly by signing and returning the
                          enclosed Proxy card.

November 15, 2005                                                               
                      Kevin Bermeister
                                          PRESIDENT, CHIEF EXECUTIVE OFFICER &
                                    ACTING CHIEF FINANCIAL OFFICER

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                                           BRILLIANT DIGITAL ENTERTAINMENT, INC.
                                              14011 VENTURA BOULEVARD, SUITE 501
                                                  SHERMAN OAKS, CALIFORNIA 91423
                                                                  (818) 386-2180
PROXY STATEMENT                                                                 
--------------------------------------------------------------------------------

These Proxy materials are delivered in connection  with the  solicitation by the
Board  of  Directors  of  Brilliant  Digital  Entertainment,  Inc.,  a  Delaware
corporation ("BDE," the "Company," "we," "us," or "our"), of Proxies to be voted
at  our  2005  Special  Meeting  of  Stockholders  and at  any  adjournments  or
postponements thereof.                                                          

You are  invited  to attend  our  Special  Meeting  of  Stockholders  on Monday,
December 12, 2005,  beginning at 10:00 a.m.  Pacific  Time.  The meeting will be
held at the  Company's  principal  executive  offices,  located at 14011 Ventura
Boulevard, Suite 501, Sherman Oaks, California 91423.                           

It is anticipated that this Proxy Statement and the  accompanying  Proxy will be
mailed to stockholders on or about November 15, 2005.                           

STOCKHOLDERS  ENTITLED  TO VOTE.  Holders  of our  common  stock at the close of
business  on October 13,  2005 are  entitled to receive  this notice and to vote
their shares at the Special Meeting.  Common stock is the only outstanding class
of  securities  of the Company  entitled to vote at the Special  Meeting.  As of
October 13, 2005, there were 56,523,820 shares of common stock outstanding.     

PROXIES. Your vote is important. If your shares are registered in your name, you
are a  stockholder  of record.  If your shares are in the name of your broker or
bank,  your shares are held in street name. We encourage you to vote by Proxy so
that your shares will be represented and voted at the meeting even if you cannot
attend.  All stockholders can vote by written Proxy card. Your submission of the
enclosed  Proxy will not limit your right to vote at the Special  Meeting if you
later decide to attend in person.  IF YOUR SHARES ARE HELD IN STREET  NAME,  YOU
MUST OBTAIN A PROXY,  EXECUTED IN YOUR FAVOR, FROM THE HOLDER OF RECORD IN ORDER
TO BE ABLE TO VOTE AT THE meeting.  If you are a stockholder of record,  you may
revoke  your Proxy at any time  before  the  meeting  either by filing  with the
Secretary of the Company,  at its principal  executive offices, a written notice
of revocation or a duly executed Proxy bearing a later date, or by attending the
Special  Meeting  and  expressing  a desire to vote your  shares in person.  All
shares entitled to vote and represented by properly  executed  Proxies  received
prior to the  Special  Meeting,  and not  revoked,  will be voted at the Special
Meeting in accordance with the  instructions  indicated on those Proxies.  If no
instructions are indicated on a properly executed Proxy, the shares  represented
by that Proxy will be voted as recommended by the Board of Directors.           

QUORUM. The presence, in person or by Proxy, of a majority of the votes entitled
to be cast by the  stockholders  entitled  to vote  at the  Special  Meeting  is
necessary  to  constitute a quorum.  Abstentions  and broker  non-votes  will be
included in the number of shares present at the Special  Meeting for determining
the presence of a quorum.  Broker  non-votes occur when brokers,  who hold their
customers'  shares in street name,  sign and submit  proxies for such shares and
vote such shares on some matters,  but not others.  Typically,  this would occur
when brokers have not received any instructions  from their customers,  in which
case the brokers,  as the holders of record,  are permitted to vote on "routine"
matters, which typically include the election of directors.                     

VOTING.  Each share of our common  stock is  entitled to one vote on each matter
properly brought before the Special Meeting.  Abstentions will be counted toward
the  tabulation of votes cast on proposals  submitted to  stockholders  and will
have the same effect as  negative  votes,  while  broker  non-votes  will not be
counted as votes cast for or against such matters.                              

REVERSE  SPLIT  AMENDMENT.  Amending  our Amended and  Restated  Certificate  of
Incorporation  to  accomplish a 1-for-10  reverse  stock split of our issued and
outstanding  common stock requires a majority of the  outstanding  shares of our
common  stock to vote in  favor  of such  amendment.  For  purposes  of the vote
regarding the amendment to accomplish the reverse stock split,  abstentions  and
broker  non-votes  will have the same  effect as votes  against  approval of the
proposal.                                                                       

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OTHER MATTERS.                                                                  

At the date this  Proxy  Statement  went to  press,  we do not know of any other
matters to be raised at the Special Meeting.                                    

In the event a  stockholder  proposal was not  submitted to the Company prior to
the date of this Proxy  Statement,  the enclosed Proxy will confer  authority on
the  Proxyholders  to vote the shares in accordance with their best judgment and
discretion if the proposal is presented at the Special  Meeting.  As of the date
hereof,  no  stockholder  proposal  has  been  submitted  to  the  Company,  and
management  is not aware of any other  matters to be presented for action at the
Special Meeting.  However, if any other matters properly come before the Special
Meeting,  the  Proxies  solicited  hereby will be voted by the  Proxyholders  in
accordance with the recommendations of the Board of Directors.                  

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ITEM 1:  REVERSE SPLIT AMENDMENT                                                
--------------------------------------------------------------------------------

On October 10,  2005,  our Board of Directors  adopted and declared  advisable a
resolution  approving an amendment  to our Amended and Restated  Certificate  of
Incorporation  to  effectuate  a  pro-rata  reverse  split  of  our  issued  and
outstanding  common  stock by which  every ten shares will become one share (the
"Reverse Split").  The principal effect of the Reverse Split will be to decrease
the number of issued  and  outstanding  shares of our common  stock (but not the
total shares  authorized for issuance).  Except for adjustments  that may result
from the treatment of fractional  shares as described  below,  each  stockholder
will hold the same percentage of common stock outstanding  immediately following
the Reverse  Split as such  stockholder  held  immediately  prior to the Reverse
Split.  The relative voting and other rights that accompany the shares of common
stock will not be affected by the Reverse Split.                                

The Reverse  Split will be  accomplished  by amending  our Amended and  Restated
Certificate  of  Incorporation  ("Certificate  of  Incorporation")  to include a
paragraph in the following form:                                                

         "Simultaneously with the effective date of the filing of this amendment
         to  the  Amended  and  Restated   Certificate  of  Incorporation   (the
         "Effective Date"), each share of Common Stock of the Corporation issued
         and  outstanding or held as treasury  shares  immediately  prior to the
         Effective  Date  (the  "Old  Common  Stock")  shall   automatically  be
         reclassified and continued (the "Reverse Split"), without any action on
         the part of the holder  thereof,  as  one-tenth  of one share  (0.1) of
         Common Stock.  The  Corporation  shall not issue  fractional  shares on
         account of the  Reverse  Split.  Holders of Old Common  Stock who would
         otherwise  be  entitled  to a  fraction  of a share on  account  of the
         Reverse  Split shall  receive,  upon  surrender of all of such holder's
         stock  certificates  formerly  representing  shares  of the Old  Common
         Stock,  in lieu of such  fractional  share,  one whole  share of Common
Stock.                                                        

         The Corporation's  authorized shares of Common Stock, each having a par
         value of $0.001  per share,  shall not be  changed.  The  Corporation's
         stated capital shall be reduced by an amount equal to the aggregate par
         value of the shares of Common Stock  issued prior to the  effectiveness
         of this  Certificate  of  Amendment  which,  as a result of the Reverse
         Split  provided  for  herein,  are no  longer  issued  shares of Common
Stock."                                                       

The Reverse Split will become  effective on the close of business on the date we
file the  Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
Incorporation  ("Certificate of Amendment") with the Delaware Secretary of State
(the  "Effective  Date").  The complete text of the form of the  Certificate  of
Amendment is set forth as APPENDIX A to this Proxy Statement. We anticipate that
the Effective Date will occur on or around December 12, 2005. However, the exact
timing of the filing of the  Certificate  of Amendment will be determined by our
Board of Directors  based upon its  evaluation as to when the Reverse Split will
be most  advantageous  to us and our  stockholders,  and the Board of  Directors
reserves the right to delay filing the Certificate of Amendment for up to twelve
months. In addition, the Board of Directors reserves the right,  notwithstanding
stockholder  approval and without further action by the  stockholders,  to elect
not to  proceed  with the  Reverse  Split  if, at any time  prior to filing  the
Certificate  of  Amendment,  the  Board of  Directors,  in its sole  discretion,
determines  that it is no longer in the best  interests  of the  Company and the
stockholders.                                                                   

Stockholders do not have the statutory right to dissent and obtain  appraisal of
their  shares  under  Delaware  law in  connection  with  the  amendment  to our
Certificate of Incorporation to complete the Reverse Split.                     

EFFECT OF THE REVERSE SPLIT. Upon effectiveness of the Certificate of Amendment,
without  further action by us or our  stockholders,  the  outstanding  shares of
common stock held by  stockholders  of record as of the  Effective  Date will be
converted into the right to receive a number of shares of common stock (the "New
Common Stock")  calculated based on a reverse split ratio of one for ten shares.
For example, if a stockholder presently holds 1,000 shares of common stock, that
stockholder  will hold 100  shares of New Common  Stock  following  the  Reverse
Split.                                                                          

REASONS  FOR THE REVERSE  SPLIT.  The Reverse  Split and  resulting  anticipated
increase in the price of our common stock should enhance the  acceptability  and
marketability  of our common  stock to the  financial  community  and  investing
public. Many institutional investors have policies prohibiting them from holding
lower-priced  stocks in their portfolios,  which reduces the number of potential
buyers of our common stock. Additionally, analysts at many                      

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brokerage firms are reluctant to recommend  lower-priced stocks to their clients
or monitor the activity of lower-priced stocks. Brokerage houses also frequently
have  internal  policies  that  discourage  individual  brokers  from dealing in
lower-priced stocks. Further, because brokers' commissions on lower-priced stock
generally  represent a higher  percentage of the stock price than commissions on
higher priced stock,  investors in  lower-priced  stocks pay  transaction  costs
which are a higher  percentage  of their total share value,  which may limit the
willingness  of  individual  investors and  institutions  to purchase our common
stock.                                                                          

Additionally,  the Reverse Split will not change the number of authorized shares
of  common  stock.  Consequently,  an  effect of the  Reverse  Split  will be to
increase the number of shares of common stock available for future issuance. Our
Certificate  of  Incorporation  presently  authorize the issuance of 350,000,000
shares of common stock and 1,000,000  shares of Preferred  Stock,  each having a
par value of $.001 per share. Of the 350,000,000  presently authorized shares of
common stock, 56,523,820 shares were issued and outstanding on October 20, 2005.
An  aggregate  of  approximately  293,400,000  shares of common  stock have been
reserved for issuance as of October 20, 2005  pursuant to  outstanding  options,
warrants, stock purchase rights,  convertible promissory notes, and awards under
our Option Plan.  Accordingly,  no shares of common stock remain  available  for
corporate purposes.                                                             

Additionally, as partial consideration for the extension of the maturity date of
our secured convertible promissory notes, effective as of September 26, 2005, we
agreed to reduce the  conversion  price of the  promissory  notes from $0.07 per
share to $0.02 per share, and we issued to the note holders warrants to purchase
up to  152,738,125  shares of common  stock with an exercise  price of $0.02 per
share.  Presently,  we do not have sufficient  shares of authorized but unissued
common  stock  to  reserve  for the  potential  issuance  of these  shares  upon
conversion of the promissory  notes or exercise of the warrants.  We agreed with
the note holders to use our best efforts to effect the Reverse Split to increase
the  availability of authorized  shares of common stock so as to permit the note
holders,  at their option,  to exercise the warrants and convert the  promissory
notes.  Our  failure to effect the  Reverse  Split will  constitute  an event of
default  under the  promissory  notes and allow the holders to demand  immediate
repayment of the indebtedness.                                                  

Our  Board  of  Directors  considers  it  advisable  to have  additional  shares
available for issuance under our employee  benefit plans,  to raise capital in a
public or private offering,  for acquisitions and other strategic  transactions,
for  possible  future stock  dividends  or stock splits and for other  corporate
purposes.  In addition,  our Board of Directors believes it is desirable that we
have the flexibility to issue shares of common stock without further stockholder
action,  except as required by law. We have no current  agreements to enter into
any stock  offerings or  strategic  transactions,  nor do we presently  have any
plans,  proposals or  arrangements,  written or  otherwise,  to issue any of the
newly  available  authorized  shares of common stock for any purpose,  including
future  acquisitions  and/or  financings,  other  than in  connection  with  the
exercise of the warrants  issued  pursuant to the extension of the maturity date
of our secured  convertible  promissory notes and the conversion of such secured
convertible promissory notes.                                                   

The Reverse Split may result in some stockholders owning "odd-lots" of less than
100 shares.  Brokerage  commissions  and other costs of transactions in odd-lots
may be higher,  particularly on a per-share basis, than the cost of transactions
in even multiples of 100 shares.                                                

RISK FACTOR. We cannot assure  stockholders  that the post-Reverse  Split market
price of our common  stock will  increase  proportionately  to the ratio for the
Reverse  Split.  Further,  the  Reverse  Split  will  result in an  increase  of
approximately  286,000,000  post-Reverse  Split shares of common stock available
for future  issuance.  As such,  should we determine to issue more common stock,
the increased number of shares of common stock available for issuance due to the
Reverse  Split may result in the dilution of the  currently  outstanding  common
stock.                                                                          

NO FRACTIONAL SHARES. We will not issue any fractional shares in connection with
the Reverse Split.  Holders of old common stock who would  otherwise be entitled
to a fraction of a share on account of the Reverse  Split  shall  receive,  upon
surrender  of all of such  holder's  stock  certificates  formerly  representing
shares of the old common  stock,  in lieu of such  fractional  share,  one whole
share of common stock.                                                          

EXCHANGE OF STOCK  CERTIFICATES.  The Reverse Split will occur  automatically on
the Effective Date,  regardless of when stockholders  physically surrender their
stock  certificates  for new stock  certificates.  When  effected,  our transfer
agent,  US Stock Transfer  Corporation,  will act as exchange  agent  ("Exchange
Agent") to implement the exchange of stock certificates.  As soon as practicable
after the Effective  Date,  we or the Exchange  Agent will send a letter to each
stockholder of record at the Effective Date for use in transmitting certificates
representing  shares of our common  stock ("Old  Certificates")  to the Exchange
Agent. The letter of transmittal will contain  instructions for the surrender of
Old Certificates to the Exchange Agent in exchange for certificates representing
the appropriate                                                                 

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number of whole shares of New Common Stock.  No new stock  certificates  will be
issued  to  a  stockholder  until  such  stockholder  has  surrendered  all  Old
Certificates,  together  with  a  properly  completed  and  executed  letter  of
transmittal,  to the  Exchange  Agent.  Stockholders  would  then  receive a new
certificate in exchange for certificates representing the number of whole shares
of New Common Stock into which their shares of common stock have been  converted
as a result of the Reverse Split.  Until  surrendered,  we will deem outstanding
Old  Certificates  held by stockholders to be canceled and only to represent the
number of whole  shares of New  Common  Stock to which  these  stockholders  are
entitled. All expenses of the exchange of certificates will be borne by us.     

YOU SHOULD NOT SEND YOUR OLD
CERTIFICATES TO THE EXCHANGE AGENT UNTIL YOU
 HAVE RECEIVED THE LETTER OF TRANSMITTAL

POTENTIAL  ANTI-TAKEOVER  EFFECTS.  Certain  provisions  of our  Certificate  of
Incorporation,  as amended by the Amendment, Bylaws and Delaware Florida law may
have the effect of  delaying,  deferring  or  discouraging  another  person from
acquiring control of Brilliant Digital Entertainment.                           

Our  Certificate  of  Incorporation,  as  amended,  allows  our  Board  to issue
1,000,000  shares of Preferred Stock, in one or more series and with such rights
and preferences  including voting rights,  without further shareholder approval.
In the event that the Board designates additional series of preferred stock with
rights and preferences,  including super-majority voting rights, and issues such
preferred  stock,  the preferred  stock could make our acquisition by means of a
tender offer, a proxy contest or otherwise,  more difficult, and could also make
the removal of incumbent  officers and directors  more  difficult.  As a result,
these  provisions  may  have  an  anti-takeover   effect.  The  preferred  stock
authorized in our articles of incorporation,  as amended, may inhibit changes of
control that are not  approved by our Board.  These  provisions  could limit the
price that future investors might be willing to pay in the future for our common
stock. This could have the effect of delaying,  deferring or preventing a change
in  control  of  the  company.  The  issuance  of  preferred  stock  could  also
effectively  limit or dilute the voting  power of our  stockholders.  According,
such provisions of our certificate of incorporation,  as amended, may discourage
or prevent an acquisition or disposition of our business that could otherwise be
in the best interest of our stockholders.                                       

Following the reverse split,  we will have available  approximately  286,000,000
authorized but unissued shares of our common stock available for future issuance
without stockholder approval.  These additional shares may be used for a variety
of corporate  purposes,  including a future public offering to raise  additional
capital,  corporate  acquisitions  and employee  benefit plans. The existence of
authorized  but  unissued  shares of common  stock may enable our Board to issue
shares of stock to persons  friendly to existing  management.  As a result,  our
issuance of these shares could have an anti-takeover effect.                    

In addition,  our Board of Directors  is grouped into three  classes,  as nearly
equal in number as possible.  Directors hold office for staggered terms of three
years and one of the three classes is elected each year to succeed the directors
whose terms are  expiring.  The  staggered  nature of election of members to our
Board of  Directors  may make it  difficult  to  effect  a change  of  incumbent
management  and  control.  As our Board of  Directors  currently  consists  of 4
members, it would take two annual meetings to replace a majority of our Board of
Directors.  This  feature may also serve to entrench  management  and make their
removal more difficult.                                                         

Finally, we are subject to the provisions of Section 203 of the Delaware General
Corporation Law. That section  provides,  with some exceptions,  that a Delaware
corporation may not engage in any of a broad range of business combinations with
a person  or  affiliate,  or  associate  of the  person,  who is an  "interested
stockholder" for a period of three years from the date that the person became an
interested  stockholder  unless:  (i)  the  transaction  resulting  in a  person
becoming an interested stockholder,  or the business combination, is approved by
the  board  of  directors  of the  corporation  before  the  person  becomes  an
interested stockholder;  (ii) the interested stockholder acquires 85% or more of
the  outstanding  voting stock of the corporation in the same  transaction  that
makes it an interested  stockholder,  excluding  shares owned by persons who are
both officers and directors of the corporation, and shares held by some employee
stock  ownership  plans;  or (iii) on or after the date the  person  becomes  an
interested   stockholder,   the   business   combination   is  approved  by  the
corporation's  board of directors  and by the holders of at least 66 2/3% of the
corporation's  outstanding  voting  stock  at  an  annual  or  special  meeting,
excluding   shares  owned  by  the   interested   stockholder.   An  "interested
stockholder"  is defined  as any person  that is (a) the owner of 15% or more of
the outstanding voting stock of the corporation or (b) an affiliate or associate
of the corporation and was the                                                  

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owner of 15% or more of the  outstanding  voting stock of the corporation at any
time within the three-year  period  immediately prior to the date on which it is
sought to be determined whether the person is an interested stockholder.        

The Reverse  Split is not the result of any specific  effort to  accumulate  our
securities  or to obtain  control of our  company  by means of a merger,  tender
offer,  solicitation in opposition to management or otherwise. The Reverse Split
is not part of a plan by management  to adopt a series of  provisions  having an
anti-takeover  effect and management does not presently  intend to propose other
anti-takeover measures in future proxy solicitations.                           

EFFECT ON OUTSTANDING SHARES.  Except for de minimus adjustments that may result
from the treatment of fractional  interests as described above, once the Reverse
Split is  completed,  the  number of shares of our  common  stock  owned by each
stockholder will be reduced in the same proportion as the reduction in the total
number of shares outstanding, such that the percentage of our common stock owned
by each stockholder will remain unchanged.  The number of shares of common stock
that may be purchased upon exercise of outstanding options,  warrants, and other
securities  convertible  into, or exercisable or exchangeable for, shares of our
common stock, and the exercise or conversion prices for these  securities,  will
be adjusted in accordance with their terms as of the Effective Date.            

ACCOUNTING CONSEQUENCES. The par value of our common stock will remain unchanged
at $.001 per  share  after the  Reverse  Split.  However,  the  common  stock as
designated  on our  balance  sheet will be  adjusted  downward in respect of the
shares of the New Common  Stock to be issued in the Reverse  Split such that the
common  stock  will  become an amount  equal to the  aggregate  par value of the
shares of New Common  Stock  being  issued in the  Reverse  Split,  and that the
Additional  Paid-in Capital as designated on our balance sheet will be increased
by an  amount  equal to the  amount  by which the  common  stock was  decreased.
Additionally,  net loss per share would increase  proportionately as a result of
the Reverse Split.  We do not anticipate that any other  accounting  consequence
would arise as a result of the Reverse Split.                                   

FEDERAL  INCOME TAX  CONSEQUENCES.  The  following  is a summary of the material
anticipated  United States federal income tax  consequences of the Reverse Split
to our  stockholders.  This summary is based on the United States federal income
tax laws now in  effect  and as  currently  interpreted,  and does not take into
account  possible  changes  in such laws or  interpretations.  This  summary  is
provided  for general  information  only and does not address all aspects of the
possible  federal  income  tax  consequences  of the  Reverse  Split  and is not
intended as tax advice to any  person.  In  particular,  this  summary  does not
consider the federal income tax  consequences  to our  stockholders  in light of
their  individual  investment  circumstances  or to  holders  subject to special
treatment  under  the  federal  income  tax  laws,  and  does  not  address  any
consequences of the Reverse Split under any state, local, or foreign tax laws.  

We believe that our  stockholders who exchange their common stock solely for New
Common Stock should  generally  recognize no gain or loss for federal income tax
purposes. A stockholder's  aggregate tax basis in its shares of New Common Stock
received  should  be the same as the  stockholder's  aggregate  tax basis in the
common  stock  exchanged  therefor.  The holding  period of the New Common Stock
received  by that  stockholder  should  include  the  period  during  which  the
surrendered common stock was held,  provided all such common stock was held as a
capital asset at the Effective Date.                                            

We will not recognize any gain or loss as a result of the Reverse Split.        

RECOMMENDATION                                                                  

THE BOARD OF DIRECTORS UNANIMOUSLY  RECOMMENDS A VOTE "FOR" THE AMENDMENT OF THE
CERTIFICATE OF INCORPORATION TO ACCOMPLISH THE REVERSE SPLIT.                   

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PRINCIPAL STOCKHOLDERS                                                          

The  following  table  sets  forth as of  October  20,  2005,  unless  otherwise
indicated,  certain information relating to the ownership of our common stock by
(i) each  person  known by the Company to be the  beneficial  owner of more than
five percent of the outstanding shares of our common stock (56,523,820  shares),
(ii)  each  of the  Company's  directors,  (iii)  each  of the  Named  Executive
Officers,  and (iv) all of the Company's  executive  officers and directors as a
group.  Except as may be indicated in the  footnotes to the table and subject to
applicable  community  property  laws,  each such person has the sole voting and
investment  power with respect to the shares  owned.  The address of each person
listed is in care of the Company,  14011 Ventura  Boulevard,  Suite 501, Sherman
Oaks, California 91423, unless otherwise set forth below such person's name.    

                                                        [Enlarge/Download Table]

                                                                       NUMBER OF SHARES OF                
                                                                          COMMON STOCK                    
                          NAME AND ADDRESS                            BENEFICIALLY OWNED(1)    PERCENT (1)
                          ----------------                            ---------------------    -----------
                                                                                                          
DIRECTORS:                                                                                                
Kevin Bermeister....................................................         13,790,718  (2)       21.8%  
Abe Sher............................................................          1,000,000  (3)        1.7   
Mark Miller.........................................................            680,000  (4)        1.2   
Ray Musci...........................................................            630,000  (5)        1.1   

NON-DIRECTOR NAMED EXECUTIVE OFFICERS:                                                                    
Anthony Rose........................................................            800,000  (6)        1.4   
Anthony Neumann.....................................................            702,500  (7)        1.2   
Lee Jaffe...........................................................            275,000  (8)        *     
Directors and officers as a group (7 persons).......................         17,878,218  (9)       26.6%  

5% HOLDERS:                                                                                               
Harris Toibb........................................................        197,757,677  (10)      81.7   
    6355 Topanga Canyon Blvd., Woodland Hills, California 91367                                           
Mark Dyne...........................................................         33,093,573  (11)      40.1   
    15821 Ventura Boulevard, Suite 525, Encino, California 91436                                          
MarKev Services, LLC................................................          6,471,850  (12)      11.4   
    15821 Ventura Boulevard, Suite 525, Encino, California 91436                                          
Sharman Networks Limited............................................         14,000,000  (13)      19.9   
    C/-BDO House, Father W H, Lini Highway, PO Box 240,                                                   
   Port Vila, Vanuatu                                                                                     
Capel Capital Ltd...................................................         31,453,750  (14)      35.8   
Europlay 1, LLC.....................................................         16,988,473  (15)      23.1   
    15821 Ventura Boulevard, Suite 525, Encino California 91436                                           
Ronald Lachman......................................................          5,521,558  (16)       9.0   
    3140 Whisperwoods Court, Northbrook, IL 60062                                                         
Joltid, Ltd.........................................................         15,000,000            26.5   
    28-30 The Parade, St. Helier, JE4 8XY Jersey, Channel Islands                                         
Kinetech, Inc.......................................................          5,000,000  (17)       8.1   
    3140 Whisperwoods Court, Northbrook, IL 60062                                                         
Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie & Stiffelman, LLP.        5,000,000  (18)       8.1   
    1801 Century Park West, Los Angeles, California 90067                                                 
David Wilson........................................................          5,544,377  (19)       9.1   
    P.O. Box 98, Preston, Maryland 21655                                                                  
Preston Ford, Inc...................................................          5,437,502  (20)       9.0   
    P.O. Box 98, Preston, Maryland 21655                                                                  

----------                                                                      
*     Less than one percent.                                              

   (1)   Under Rule 13d-3, certain shares may be deemed to be beneficially owned
         by more than one person (if,  for example,  persons  share the power to
         vote or the power to dispose of the shares).  In  addition,  shares are

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         deemed to be beneficially owned by a person if the person has the right
         to acquire the shares (for example,  upon exercise of an option) within
         60 days  of the  date as of  which  the  information  is  provided.  In
         computing the percentage  ownership of any person, the amount of shares
         outstanding  is deemed to  include  the  amount of shares  beneficially
         owned  by such  person  (and  only  such  person)  by  reason  of these
         acquisition  rights. As a result,  the percentage of outstanding shares
         of any person as shown in this table does not  necessarily  reflect the
         person's actual ownership or voting power with respect to the number of
  shares of common stock actually outstanding at October 20, 2005.

   (2)   Consists of (i) 595,350 shares of common stock,  (ii) 5,571,850  shares
         of common  Stock held by MarKev  Services,  LLC, an entity of which Mr.
         Bermeister is a manager, (iii) 900,000 shares of common stock held by a
         general  partnership the managing  partner of which is MarKev Services,
         LLC, and (iv)  6,723,518  shares of common stock  reserved for issuance
         upon exercise of stock options, which currently are exercisable or will
become exercisable on or before December 19, 2005.            

   (3)   Consists of 1,000,000  shares  reserved for issuance  upon  exercise of
         stock  options,   which   currently  are  exercisable  or  will  become
exercisable on or before December 19, 2005.                   

   (4)   Consists of (i) 70,000  shares of common  stock held by the Mark Miller
         Family Trust, of which Pacific Interactive Pty. Limited is trustee, and
         (ii) 610,000 shares of common stock reserved for issuance upon exercise
         of stock  options,  which  currently  are  exercisable  or will  become
         exercisable  on or before  December 19, 2005.  Mark Miller and his wife
are the sole stockholders of Pacific Interactive Pty. Limited.

   (5)   Consists of 630,000  shares of common stock  reserved for issuance upon
         exercise of stock  options,  which  currently are  exercisable  or will
become exercisable on or before December 19, 2005.            

   (6)   Consists  of  (i)  20,000   shares  of  common  stock  held  by  HiTech
         Corporation  Limited  over  which Mr.  Rose has  exclusive  voting  and
         investment  power, and (ii) 780,000 shares of common stock reserved for
         issuance  upon  exercise  of  stock   options,   which   currently  are
        exercisable or will become exercisable on or before December 19, 2005.

   (7)   Consists of (i) 25,000  shares of common  stock held by Neumann  Family
         Trust,  and (ii) 677,500  shares of common stock  reserved for issuance
         upon exercise of stock options, which currently are exercisable or will
become exercisable on or before December 19, 2005.            

   (8)   Consists of (i) 110,000 shares of common stock, and (ii) 165,000 shares
         of common stock reserved for issuance upon exercise of warrants,  which
         currently  are  exercisable  or will  become  exercisable  on or before
December 19, 2005.                                            

   (9)   Includes (i)  10,421,018  shares of common stock  reserved for issuance
         upon exercise of stock options, which currently are exercisable or will
         become  exercisable  on or before  December  19, 2005,  (ii)  6,471,850
         shares of common  stock  held by a  general  partnership,  of which Mr.
         Bermeister is a general  partner,  and (iii)  165,000  shares of common
         stock reserved for issuance upon exercise of warrants,  which currently
         are  exercisable or will become  exercisable on or before  December 19,
2005.                                                         

   (10)  Consists of (i)  12,196,234  shares of common  stock,  (ii)  33,571,429
         shares of common stock reserved for issuance upon the conversion of the
         principal  amount  of  secured  convertible   promissory  notes,  (iii)
         7,919,252  shares of common stock reserved for issuance upon conversion
         of  the  interest  accumulated  on  the  principal  amount  of  secured
         convertible  promissory  notes  and (iv)  144,070,762  shares of common
         stock  reserved  for issuance  upon the exercise of warrants.  Does not
         include  an  additional   83,928,571  shares,   19,798,131  shares  and
         119,083,189  shares of common  stock  reserved  for  issuance  upon the
         conversion of the principal amounts of secured  convertible  promissory
         notes,  conversion of the interest accumulated on the principal amounts
         of such  secured  convertible  promissory  notes  and the  exercise  of
         warrants, respectively, contingent upon the consummation of the Reverse
Split.                                                        

   (11)  Consists of (i) 594,750 shares of common stock,  (ii) 3,059,286 shares,
         800,357  shares and  13,128,830  shares of common  stock  reserved  for
         issuance  upon the  conversion  of the  principal  amount  of a secured
         convertible  promissory note, conversion of the interest accumulated on
         the principal  amount of a secured  promissory note and the exercise of
         warrants,  respectively,  held by Europlay 1, LLC,  over which Mr. Dyne
         has exclusive  voting and  investment  power,  (iii) 900,000  shares of
         common  stock held by a general  partnership  the  managing  partner of
         which is MarKev  Services,  LLC, an entity of which Messrs.  Bermeister
         and Dyne are managers,  (iv)  5,571,850  shares of common stock held by
MarKev Services,                                              

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         LLC, and (v)  9,038,500  shares of common  stock  reserved for issuance
         upon exercise of stock options which  currently are exercisable or will
         become  exercisable  on or before  December 19, 2005.  Does not include
         7,648,214  shares,  2,000,892  shares and  10,851,773  shares of common
         stock reserved for issuance upon the conversion of the principal amount
         of a secured  convertible  promissory note,  conversion of the interest
         accumulated  on  the  principal  amount  of  such  secured  convertible
         promissory  note and the  exercise of warrants,  respectively,  held by
         Europlay 1, LLC, contingent upon the consummation of the Reverse Split.

   (12)  Consists  of (i)  5,571,850  shares  of  common  stock  held by  MarKev
         Services,  LLC,  and (ii)  900,000  shares  of common  stock  held by a
         general  partnership the managing  partner of which is MarKev Services,
LLC.                                                          

   (13)  Consists of  14,000,000  shares of common  stock  reserved for issuance
upon the exercise of warrants.                                

   (14)  Consists of (i) 5,714,286  shares of common stock reserved for issuance
         upon the  conversion  of the  principal  amount of secured  convertible
         promissory  notes,  (ii) 1,216,781  shares of common stock reserved for
         issuance upon  conversion of the interest  accumulated on the principal
         amount of secured  convertible  promissory  notes and (iii)  24,522,683
         shares of common  stock  reserved  for  issuance  upon the  exercise of
         warrants.  Does not include  14,285,714  shares,  3,041,952  shares and
         20,269,479  shares of  common  stock  reserved  for  issuance  upon the
         conversion of the principal amount of a secured convertible  promissory
         note, conversion of the interest accumulated on the principal amount of
         such secured convertible  promissory note and the exercise of warrants,
     respectively, contingent upon the consummation of the Reverse Split

   (15)  Consists of (i) 3,059,286  shares of common stock reserved for issuance
         upon the  conversion of the principal  amount of a secured  convertible
         promissory  note,  (ii)  800,357  shares of common  stock  reserved for
         issuance upon  conversion of the interest  accumulated on the principal
         amount of a secured  promissory  note, and (iii)  13,128,830  shares of
         common stock reserved for issuance upon the exercise of warrants.  Does
         not include 7,648,214 shares, 2,000,892 shares and 10,851,773 shares of
         common stock reserved for issuance upon the conversion of the principal
         amount of a secured  convertible  promissory  note,  conversion  of the
         interest   accumulated   on  the  principal   amount  of  such  secured
         convertible promissory note and the exercise of warrants, respectively,
         held by  Europlay  1,  LLC,  contingent  upon the  consummation  of the
Reverse Split.                                                

   (16)  Consists of (i) 521,558 shares of common stock,  (ii) 867,214 shares of
         common stock reserved for issuance upon the exercise of warrants, (iii)
         5,000,000  shares  of  common  stock  reserved  for  issuance  upon the
         exercise of warrants held by Kinetech, Inc., over which Mr. Lachman has
         exclusive  voting and investment  power,  and (iv) 1,500,000  shares of
         common stock  reserved for issuance  upon the exercise of warrants held
         by the Ronald and Mary Lachman  Foundation,  over which Mr. Lachman has
voting and investment power.                                  

   (17)  Consists of 5,000,000 shares of common stock reserved for issuance upon
the exercise of warrants.                                     

   (18)  Consists of 5,000,000 shares of common stock reserved for issuance upon
the exercise of warrants.                                     

   (19)  Consists of (i) 1,355,905  shares of common stock,  (ii) 714,286 shares
         301,976  shares  and  3,065,335  shares of common  stock  reserved  for
         issuance  upon the  conversion  of the  principal  amount  of a secured
         convertible  promissory note, conversion of the interest accumulated on
         the principal  amount of a secured  promissory note and the exercise of
         warrants, respectively, held by Preston Ford Inc. over which Mr. Wilson
         has exclusive voting and investment  power, and (iii) 106,875 shares of
         common stock held by Millsboro  Auto Mart,  Inc.  over which Mr. Wilson
         has exclusive voting and investment  power.  Does not include 1,785,714
         shares,  754,941  shares and 2,533,685  shares of common stock reserved
         for issuance upon the  conversion of the principal  amount of a secured
         convertible  promissory note, conversion of the interest accumulated on
         the principal  amount of such secured  convertible  promissory note and
         the  exercise  of  warrants  held by Preston  Ford Inc.,  respectively,
contingent upon the consummation of the Reverse Split.        

   (20)  Consists of (i) 1,355,905  shares of common stock,  (ii) 714,286 shares
         of common  stock  reserved  for  issuance  upon the  conversion  of the
         principal  amount  of a  secured  convertible  promissory  note,  (iii)
         301,976   shares  of  common  stock  reserved  for  issuance  upon  the
         conversion of the interest  accumulated  on the  principal  amount of a
         secured  promissory  note,  (iv) 3,065,335 of common stock reserved for
         issuance  upon the  exercise of  warrants.  Does not include  1,785,714
shares, 754,941 shares and 2,533,685 shares of                

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         common stock reserved for issuance upon the conversion of the principal
         amount of a secured  convertible  promissory  note,  conversion  of the
         interest   accumulated   on  the  principal   amount  of  such  secured
         convertible  promissory  note  and the  exercise  of  warrants  held by
         Preston Ford Inc.,  respectively,  contingent upon the  consummation of
the Reverse Split.                                            

The information as to shares beneficially owned has been individually  furnished
by the respective directors, Named Executive Officers, and other stockholders of
the Company, or taken from documents filed with the SEC.                        

CHANGES IN CONTROL                                                              

We entered  into a series of  financing  transactions  with  Harris  Toibb.  The
issuance of  additional  shares of common  stock  pursuant to the terms of these
financing transactions, if so issued, could result in a change in control of the
Company. As of October 20, 2005, before giving effect to the Reverse Split, upon
conversion  and  exercise  of his  notes  and  warrants,  Mr.  Toibb  would  own
approximately  81.7% of our issued and  outstanding  common stock.  After giving
effect to the  Reverse  Split,  Mr.  Toibb  will have the  right to  acquire  an
additional  222,809,891  shares of common stock upon  conversion and exercise of
his notes and warrants,  in which event Mr. Toibb would own approximately  90.5%
of our issued and  outstanding  common stock.  As a  consequence,  following the
conversion and exercise by him of the promissory  notes and warrants,  Mr. Toibb
would own a majority of our voting  securities  and would be able to approve any
matter presented to the  stockholders  for approval at a meeting,  including the
ability to elect all of the nominees for director  presented to the stockholders
for  election at each annual  meeting.  The Board of Directors of the Company is
divided into three  classes,  with each class to serve a staggered term of three
years.  One class of the Board of Directors is elected at each annual meeting of
the stockholders.  Accordingly,  upon Mr. Toibb's conversion and exercise of his
promissory  notes and  warrants,  he would have the  ability,  within two annual
meetings  of  stockholders,  to  elect a  majority  of the  Company's  Board  of
Directors.                                                                      

STOCKHOLDER PROPOSALS                                                           

Any  stockholder who intends to present a proposal at the 2006 Annual Meeting of
Stockholders  for  inclusion in the  Company's  Proxy  Statement  and Proxy form
relating to such Annual  Meeting must submit such proposal to the Company at its
principal  executive  offices by April 17,  2006.  In  addition,  in the event a
stockholder  proposal is not received by the Company by July 1, 2006,  the Proxy
to be  solicited  by the Board of  Directors  for the 2006 Annual  Meeting  will
confer discretionary authority on the holders of the Proxy to vote the shares if
the proposal is presented at the 2006 Annual  Meeting  without any discussion of
the proposal in the Proxy Statement for such meeting.                           

SEC rules and regulations  provide that if the date of the Company's 2006 Annual
Meeting  is  advanced  or  delayed  more  than 30 days from the date of the 2005
Annual  Meeting,  stockholder  proposals  intended  to be  included in the proxy
materials for the 2006 Annual  Meeting must be received by the Company  within a
reasonable  time before the Company begins to print and mail the proxy materials
for the 2006 Annual Meeting.  Upon determination by the Company that the date of
the 2006  Annual  Meeting  will be advanced or delayed by more than 30 days from
the date of the 2005 Annual  Meeting,  the Company will  disclose such change in
the earliest possible Quarterly Report on Form 10-Q.                            

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SOLICITATION OF PROXIES                                                         

It is expected  that the  solicitation  of Proxies will be by mail.  The cost of
solicitation  by  management  will be borne by the  Company.  The  Company  will
reimburse  brokerage firms and other persons  representing  beneficial owners of
shares for their reasonable disbursements in forwarding solicitation material to
such  beneficial  owners.  Proxies  may  also be  solicited  by  certain  of our
directors and officers, without additional compensation,  personally or by mail,
telephone, telegram or otherwise.                                               

                           ON BEHALF OF THE BOARD OF DIRECTORS

         Kevin Bermeister,
                            PRESIDENT, CHIEF EXECUTIVE OFFICER &
                      ACTING CHIEF FINANCIAL OFFICER

Sherman Oaks, California                                                        
November 15, 2005                                                               

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APPENDIX A

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
 BRILLIANT DIGITAL ENTERTAINMENT, INC.

         The  undersigned,   Kevin  Bermeister,   Chief  Executive  Officer  and
Secretary,  of Brilliant  Digital  Entertainment,  Inc. (the  "Corporation"),  a
corporation  organized and existing by virtue of the General  Corporation Law of
the State of Delaware (the "GCL"),  does hereby certify  pursuant to Section 103
of the GCL as to the following:                                                 

         1. The name of the Corporation is Brilliant Digital Entertainment, Inc.
The original  Certificate of Incorporation was filed with the Secretary of State
of Delaware on July 31, 1996.                                                   

         2. The Board of Directors of the  Corporation,  pursuant to Section 242
of the GCL, adopted the following resolutions:                                  

         RESOLVED,  that  ARTICLE  IV of the  Certificate  of  Incorporation  is
amended  to insert  immediately  following  the  first  paragraph  thereof,  the
following new paragraph  effecting a combination  of the  outstanding  shares of
Common Stock:                                                                   

                  "Simultaneously  with the effective date of the filing of this
         amendment to the Amended and Restated Certificate of Incorporation (the
         "Effective Date"), each share of Common Stock of the Corporation issued
         and  outstanding or held as treasury  shares  immediately  prior to the
         Effective  Date  (the  "Old  Common  Stock")  shall   automatically  be
         reclassified and continued (the "Reverse Split"), without any action on
         the part of the holder  thereof,  as  one-tenth  of one share  (0.1) of
         Common Stock.  The  Corporation  shall not issue  fractional  shares on
         account of the  Reverse  Split.  Holders of Old Common  Stock who would
         otherwise  be  entitled  to a  fraction  of a share on  account  of the
         Reverse  Split shall  receive,  upon  surrender of all of such holder's
         stock  certificates  formerly  representing  shares  of the Old  Common
         Stock,  in lieu of such  fractional  share,  one whole  share of Common
Stock.                                                        

                  The  Corporation's  authorized  shares of Common  Stock,  each
         having a par value of $0.001  per  share,  shall  not be  changed.  The
         Corporation's stated capital shall be reduced by an amount equal to the
         aggregate  par value of the shares of Common  Stock issued prior to the
         effectiveness  of this  Certificate of Amendment  which, as a result of
         the Reverse Split  provided for herein,  are no longer issued shares of
Common Stock."                                                

         3. Pursuant to resolution of the Board of Directors of the Corporation,
an annual meeting of the  stockholders  of the  Corporation  was duly called and
held, upon notice in accordance with Section 222 of the GCL at which meeting the
necessary  number of shares as  required  by statute  were voted in favor of the
amendment.                                                                      

         IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate of
Amendment of Amended and Restated  Certificate of  Incorporation as of the _____
day of __________, 2005.                                                        

                                   ---------------------------------
                                   Kevin Bermeister, Chief Executive
                       Officer and Secretary

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 BRILLIANT DIGITAL ENTERTAINMENT, INC.
 PROXY FOR SPECIAL MEETING OF STOCKHOLDERS

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned, a stockholder of BRILLIANT DIGITAL ENTERTAINMENT,  INC., a
Delaware corporation (the "Company"), hereby nominates, constitutes and appoints
Kevin  Bermeister  and Anthony  Neumann,  or either one of them, as proxy of the
undersigned,  each with full power of substitution,  to attend, vote and act for
the undersigned at the Special  Meeting of  Stockholders  of the Company,  to be
held on December 12, 2005, and any postponements or adjournments thereof, and in
connection  therewith,  to vote and  represent  all of the shares of the Company
which the  undersigned  would be entitled to vote with the same effect as if the
undersigned were present, as follows:                                           

A VOTE FOR THE PROPOSAL IS RECOMMENDED BY THE BOARD OF DIRECTORS:               

Proposal  1.  To  amend  the  Company's  Amended  and  Restated  Certificate  of
Incorporation  to  accomplish a 1-for-10  reverse  stock split of the  Company's
issued and outstanding common stock:                                            

         |_|      FOR THE AMENDMENT OF THE AMENDED AND RESTATED  CERTIFICATE  OF
INCORPORATION                               

|_|      WITHHELD                                             

         The undersigned  hereby  confer(s) upon the proxies,  and each of them,
         discretionary  authority  with  respect to the election of directors in
         the event  that any of the above  nominees  is unable or  unwilling  to
serve.                                                        

     The  undersigned  hereby  revokes  any other  proxy to vote at the  Special
Meeting,  and hereby  ratifies and confirms all that said attorneys and proxies,
and each of them, may lawfully do by virtue hereof.  With respect to matters not
known at the time of the  solicitation  hereof,  said proxies are  authorized to
vote in accordance with their best judgment.                                    

     THIS  PROXY WILL BE VOTED IN  ACCORDANCE  WITH THE  INSTRUCTIONS  SET FORTH
ABOVE OR, TO THE EXTENT NO CONTRARY DIRECTION IS INDICATED, WILL BE TREATED AS A
GRANT OF AUTHORITY TO VOTE FOR ALL PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED
AT THE SPECIAL  MEETING,  THIS PROXY CONFERS  AUTHORITY TO AND SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE PROXIES.                             

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     The  undersigned  acknowledges  receipt  of a copy of the Notice of Special
Meeting and  accompanying  Proxy Statement dated November 15, 2005,  relating to
the Special Meeting.                                                            

                                          Dated:________________________, 2005

                                           Signature:___________________________

                                           Signature:___________________________
                                    Signature(s) of Stockholder(s)
                              (See Instructions Below)

                                           The   Signature(s)    hereon   should
                                           correspond  exactly  with the name(s)
                                           of the  Stockholder(s)  appearing  on
                                           the  Share  Certificate.  If stock is
                                           held jointly, all joint owners should
                                           sign.   When   signing  as  attorney,
                                           executor,  administrator,  trustee or
                                           guardian,  please  give full title as
                                           such.  If  signer  is a  corporation,
                                           please  sign  the  full   corporation
                                           name,   and  give  title  of  signing
              officer.

|_| Please indicate by checking this box if you anticipate
attending the Special Meeting.

 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRER14A’ Filing	Date	First	Last	Other Filings

	7/1/06	12
	4/17/06	12		10KSB
	12/19/05	10	11
	12/12/05	2	15	DEF 14A, PRE 14A
	11/15/05	2	16
Filed as of:	11/2/05
Filed on:	11/1/05
	10/20/05	6	12
	10/13/05	2	3
	10/10/05	5
	9/26/05	6		8-K
	7/31/96	14
				List all Filings

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Filing Submission 0001170918-05-000757 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Brilliant Digital Entertainment Inc – ‘PRER14A’ on 11/1/05

On: Tuesday, 11/1/05, at 8:15pm ET · As of: 11/2/05 · Accession #: 1170918-5-757 · File #: 1-14480

Revised Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents