8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 3, 2013 (November 27, 2013)

MISTER GOODY, INC.
(Exact name of registrant as specified in its charter)

Florida	000-54517	27-5414480
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
14762 Wildflower Lane Boynton Beach, Florida		33446
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 561-396-0554

Not Applicable

(Former name or former address, if changed since the last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01

Entry into a Material Definitive Agreement

On November 29, 2012, the registrant entered into a Consulting Agreement with First Market, LLC (the “Agreement”), whereby First Market was retained to provide management consulting, business advisory, strategic planning and public relations services. On November 27, 2013, the Agreement was amended and modified pursuant to an Addendum to Consulting Agreement. Also, as part of the Addendum to Consulting Agreement, the parties entered into a Mutual General Release and Exchange Agreement.

The Addendum to Consulting Agreement is attached as Exhibit 10.1, the Mutual General Release is attached as Exhibit 10.2 and the Exchange Agreement is attached as Exhibit 10.3. Each is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

Exhibit No.

Description

10.1

Addendum to Consulting Agreement

10.2

Mutual General Release

10.3

Exchange Agreement

10.4

First Market, L.L.C. Agreement dated November 29, 2012 (incorporated by reference to the registrant’s Form 8-K filed on December 3, 2012)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 3, 2013

MISTER GOODY, INC.
By:	/s/ Joel Arberman
	Joel Arberman
	Chief Executive Officer

EX-10.1

EXHIBIT 10.1

ADDENDUM TO CONSULTING AGREEMENT

This Addendum To Consulting Agreement (the “Agreement”) is made and entered into on November 27, 2013 by and between Mister Goody, Inc., a Florida corporation (“the Company”); First Market, LLC, a Florida Limited Liability Company (“First Market”); and Brainard Ventures, LLC, a Florida Limited Liability Company (“Brainard Ventures”).

WHEREAS, on November 28, 2012 the Company and First Market entered into a Consulting Agreement (the “Consulting Agreement”) whereby the First Market would  provide management consulting, business advisory, strategic planning and public relations services to the Company;

WHEREAS, on May 9, 2013 First Market was voluntarily dissolved with the Florida Department of State and subsequently on September 9, 2013 Brainard Ventures was named First Market’s sole successor and assign.

WHEREAS, First Market and Brainard Ventures shall hereinafter collectively be referred to as the “Consultant,” and the Company and the Consultant shall hereinafter collectively be referred to as the “parties” and generically as a “party.”

This Agreement amends and modifies the Consulting Agreement as follows:

1.

The Consulting Agreement shall be deemed to have terminated in its entirety on September 10, 2013.

2.

Upon execution of this Agreement, pursuant to the provisions of paragraph 4, below, the Company shall deliver to First Market: (i) a Company check in the amount of $18,000 made payable to Brainard Ventures, LLC, which the parties agree shall satisfy in its entirety the full amount of any and all remaining compensation due to Consultant under Section 3 “Compensation” of the Consulting Agreement for all services performed by Consultant under the Consulting Agreement up to September 10, 2013; (ii) an executed copy of the mutual release (“Mutual Release”) attached hereto as Appendix A.

3.

Upon execution of this Agreement, pursuant to the provisions of paragraph 4, below, Consultant shall deliver to the Company (i) certificate number 1069 for 250,000 shares of Company common stock, along with properly executed stock powers, bank medallion signature guaranteed, which shares shall be immediately cancelled by the Company; (ii) written verification from the Company transfer agent of the Company transfer agent’s receipt of (a) certificate number 1076 for 250,000 shares of Company common stock, and (b) instructions authorizing the tendering of the certificate free delivery to the Company transfer agent with instructions and authorization by Consultant to cancel such shares; which shares shall be immediately cancelled by the Company; (iii) certificate number 1080 for 250,000 shares of Company common stock, along with properly executed stock

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powers, bank medallion signature guaranteed, which shares shall be immediately cancelled by the Company; and (iv) an executed copy of the Mutual Release.

4.

The parties shall deposit or cause to be deposited their respective delivery items described in paragraphs 2 and 3 above with the Exchange Agent pursuant to the terms of the Exchange Agreement, attached hereto as Appendix B.

5.

Nothing contained in this Agreement shall be construed as an admission by any party of any liability, obligation, wrongdoing or violation of law, or that any party has acted wrongfully with respect to any other party or any other person, or that any party has any rights whatsoever against another party.

6.

Neither party shall make, publish or communicate to any person or entity or in any public forum any comments or statements (written or oral) that denigrate or disparage, or are detrimental to, the reputation or stature of the other party or its businesses, or any of its employees, directors and officers, and existing and prospective customers, suppliers, investors and other associated third parties. Each party agrees to instruct its officers, directors, employees, shareholders, agents, successors and assigns to abide by the disparagement prohibition contained in this paragraph.

7.

Each party hereby represents and warrants to the other party that:

a.

It has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

b.

The execution of this Agreement by the individual whose signature is set forth at the end of this Agreement on behalf of such party, and the delivery of this Agreement by such party, have been duly authorized by all necessary action on the part of such party.

c.

This Agreement has been executed and delivered by such party and (assuming due authorization, execution and delivery by the other party hereto) constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

d.

It (i) knows of no claims against the other party relating to or arising out of the Agreement that are not covered by the Mutual Release; and (ii) has neither assigned nor transferred any of the claims released herein to any person or entity and no person or entity has subrogated to or has any interest or rights in any claims.

[See Signature Page Attached]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

WITNESS:	COMPANY:
/s/ Holli Arberman	By:	/s/ Joel Arberman
Name: Holli Arberman		Joel Arberman,
		Chief Executive Officer
	CONSULTANT:
/s/ Elaine Morgan	By:	/s/ Christopher Brainard
Name: Elaine Morgan		Christopher Brainard, Manager,
		First Market, LLC
/s/ Elaine Morgan	By:	/s/ Christopher Brainard
Name: Elaine Morgan		Christopher Brainard, Manager,
		Brainard Ventures, LLC

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EX-10.2

EXHIBIT 10.2

MUTUAL GENERAL RELEASE

THAT, Mister Goody, Inc., a Florida corporation (“Mister Goody”), its affiliates, directors, officers, employees, related entities, successors or assigns, for and in consideration of the sum of TEN DOLLARS ($10.00), or other valuable considerations, received from or on behalf of Christopher Brainard, an individual; First Market, LLC, a Florida Limited Liability Company (“First Market”); and Brainard Ventures, LLC, a Florida Limited Liability Company (“Brainard Ventures”), their affiliates, directors, Officers, employees, related entities and/or their successors or assigns, the receipt of which is hereby acknowledged;

THAT, First Market, its affiliates, directors, officers, employees, related entities, successors or assigns, for and in consideration of the sum of TEN DOLLARS ($10.00), or other valuable considerations, received from or on behalf of Mister Goody, its affiliates, directors, Officers, employees, related entities and/or their successors or assigns, the receipt of which is hereby acknowledged;

THAT, Brainard Ventures, its affiliates, directors, officers, employees, related entities, successors or assigns,, for and in consideration of the sum of TEN DOLLARS ($10.00), or other valuable considerations, received from or on behalf of Mister Goody, its affiliates, directors, Officers, employees, related entities and/or their successors or assigns, the receipt of which is hereby acknowledged;

THAT, Christopher Brainard, his heirs, successors or assigns, for and in consideration of the sum of TEN DOLLARS ($10.00), or other valuable considerations, received from or on behalf of Mister Goody, its affiliates, directors, Officers, employees, related entities and/or their successors or assigns, the receipt of which is hereby acknowledged;

HEREBY remise, release, acquit, satisfy, and forever discharge each other, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which said parties ever had, now have, or which any personal representative, successor, heir or assign of said parties, hereafter can, shall or may have, against each other, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of these presents.

See Signature Page Attached

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IN WITNESS WHEREOF, we have hereunto set our hand and seals this 27th day of November 2013.

Signed, sealed and delivered in the presence of:

	MISTER GOODY, INC.:
/s/ Holli Arberman	By:	/s/ Joel Arberman
Witness		Joel Arberman,
		Authorized Agent of Mister Goody, Inc.
		Date: November 27, 2013
	and
	FIRST MARKET, LLC:
/s/ Elaine Morgan	By:	/s/ Christopher Brainard
Witness		Christopher Brainard,
		Authorized Agent of First Market, LLC
		Date: November 27, 2013
	BRAINARD VENTURES, LLC:
/s/ Elaine Morgan	By:	/s/ Christopher Brainard
Witness		Christopher Brainard,
		Authorized Agent of Brainard Ventures, LLC
		Date: November 27, 2013
/s/ Elaine Morgan	By:	/s/ Christopher Brainard
Witness		Christopher Brainard, individually

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EX-10.3

EXHIBIT 10.3

EXCHANGE AGREEMENT

This Exchange Agreement (“Exchange Agreement”)  is made and entered into on November 22, 2013 by and between the signatories set forth below in connection with that certain Addendum To Consulting Agreement, of even date hereof (the “Addendum To Consulting Agreement”).

WITNESSETH:

WHEREAS, subject to the terms and conditions of the Addendum to Consulting Agreement, the parties thereto have agreed to deposit with the Exchange Agent their respective delivery items described in paragraphs 2 and 3 of the Addendum to Consulting Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.

Recitals.   The recitals above are hereby incorporated by reference and made a part hereof.

2.

Capitalized Terms. Capitalized terms herein have the same meaning as used in the Addendum to Consulting Agreement unless otherwise noted.

3.

Appointment as Exchange Agent. David M. Bovi, P.A. is hereby appointed and hereby agrees to serve as the Exchange Agent on the terms and conditions hereinafter set forth.

4.

Duties of Exchange Agent.  The Exchange Agent shall perform the following duties on the dates described below pursuant to the Addendum to Consulting Agreement:

A.

On the date of execution of this Exchange Agreement, the Exchange Agent shall accept from the Consultant: (i) certificate number 1069 for 250,000 shares of Company common stock, along with properly executed stock powers, bank medallion signature guaranteed; (ii) certificate number 1080 for 250,000 shares of Company common stock, along with properly executed stock powers, bank medallion signature guaranteed; and (iii) an executed copy of the Mutual Release.

B.

On the date of execution of this Exchange Agreement, the Exchange Agent shall accept written verification from the Company transfer agent of the Company transfer agent’s receipt of (a) certificate number 1076 for 250,000 shares of Company common stock, and (b) instructions authorizing the tendering of the certificate free delivery to the Company transfer agent with instructions and authorization by Consultant to cancel such shares.

C.

On the date of execution of this Exchange Agreement, the Exchange Agent shall accept from the Company (i) a Company check in the amount of $18,000 made payable to Brainard Ventures, LLC; and (ii) an executed copy of the Mutual Release.

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D.

Upon the Exchange Agent's receipt of such, the Exchange Agent shall acknowledge via email to each of the Company and the Consultant the receipt thereof and shall hold such in accordance with the terms of this Exchange Agreement.

E.

On the date of the delivery to the Exchange Agent of all of the items described in paragraphs 4.A. and 4.B., above, without any further action on the part of the Company or the Consultant, the Exchange Agent shall:

(a)

arrange to deliver to the Company via Federal Express (i) the stock certificates representing the 500,000 shares of Company common stock along with their properly executed stock powers, bank medallion signature guaranteed; and (ii) the executed Mutual Release; and

(b)

arrange to deliver to the Consultant via Federal Express: (i) the Company check in the amount of $18,000 made payable to Brainard Ventures, LLC; and (ii) the executed Mutual Release.

C.

Upon the performance of the duties described above, the Exchange Agent shall, without further action by any party, be released from all duties hereunder. The Exchange Agent shall have no responsibility under this Agreement except for the performance of its express duties hereunder.

5.

Reliance by Exchange Agent.  The Exchange Agent shall not be responsible for the genuineness of any certificate or signature, and may rely exclusively upon and shall not incur any liability by acting in reliance upon any notice, affidavit, request, consent, or other instrument believed by the Exchange Agent, in good faith, to be genuine and otherwise duly authorized and properly made.

6.

Return of Escrowed Items.  In the event the Exchange Agent cannot carry out its duties as contemplated in Paragraph 4 above prior to November 29, 2013, the Exchange Agent shall promptly return: (i) to the Company, (a) the Company check in the amount of $18,000 made payable to First Market, LLC; and (b) the executed Mutual Release; and (ii) to the Consultant, (a) the stock certificates representing the 500,000 shares of Company common stock, along with properly executed stock powers, bank medallion signature guaranteed; and (b) the executed Mutual Release.

7.

Expenses.  The expenses and charges of the Exchange Agent in performance of its duties hereunder shall be borne by the Company.

8.

No Additional Duties of the Exchange Agent.

(a)

The Exchange Agent undertakes to perform such duties and only such duties as are specifically set forth in this Exchange Agreement, and no implied covenants or obligations shall be deemed a part of this Exchange Agreement.  The duties of the Exchange Agent hereunder shall be entirely administrative and not discretionary.  The Exchange Agent shall be

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obligated to act only in accordance with written instructions received by it as provided in this Exchange Agreement and it is hereby authorized to comply with any orders, judgments or decrees of any court having jurisdiction over it, and shall not have any liability as a result of its compliance with the same.

(b)

In performing any of its duties hereunder, the Exchange Agent shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or negligence, and it shall, accordingly, not incur any such liability with respect to any action taken or omitted in good faith upon advice of its counsel given with respect to any questions relating to the duties and responsibilities of the Exchange Agent under this Agreement.

(c)

If at any time a dispute shall exist as to the duties of the Exchange Agent and the terms hereof, the Exchange Agent may deposit the delivery items described herein, along with any other items with the Clerk of the Palm Beach County Court, State of Florida, and may interplead the parties hereto. Upon so depositing such items and filing its complaint in interpleader, the Exchange Agent shall be completely discharged and released from all further liability or responsibility under the terms hereof.  The parties hereto, for themselves, their heirs, successors and assigns, do hereby submit themselves to the jurisdiction of said Court and do hereby appoint the Clerk of said Court as their agent for service of all process in connection with the proceedings mentioned in this paragraph.

(d)

The parties hereto hereby agree to indemnify and hold harmless the Exchange Agent against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursements, which may be imposed upon the Exchange Agent or incurred by the Exchange Agent in connection with its acceptance of appointment as Exchange Agent hereunder or the proper performance of its duties hereunder, including any litigation arising  from this Agreement or involving the subject matter hereof.

(e)

The Exchange Agent may rely absolutely upon the genuineness and authorization of any signature or purported signature appearing to be that of the parties hereto, as the case may be, and upon any instruction, notice, releases, receipt or other document delivered to it pursuant to this Exchange Agreement.

(f)

The Exchange Agent may, as a condition to the return of the delivery items, require from the parties an acknowledgment of such return, and, upon such return, a release of the Exchange Agent from any liability arising out of the execution or performance of this Exchange Agreement.

9.

Entire Agreement.  No supplement, modification or amendment of this Exchange Agreement shall be binding unless executed in writing by each of the parties hereto.

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No waiver of any of the provisions of this Exchange Agreement shall be deemed to constitute a waiver of any other provision hereof, whether or not similar, nor shall any such waiver constitute a waiver of any other or subsequent breach. No waiver shall be binding unless executed in writing by the party sought to be charged thereby.  Any waiver shall be validly and sufficiently authorized for the purposes of this Exchange Agreement if, as to any party hereto, it is executed by the individual who executed this Exchange Agreement on behalf of such party.

10.

Counterparts.  This Exchange Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and this Exchange Agreement shall become a binding agreement when one or more counterparts hereof shall have been signed by each of the parties and delivered to each of the other parties hereto.

11.

Governing Law.  This Exchange Agreement shall be governed by and construed in accordance with the laws of the State of Florida, venue Palm Beach County, without regard to its rules on conflicts of laws.

12.

Notices. Any notice, request, demand, or communication required or permitted to be given by any provision of this Exchange Agreement shall be deemed to have been delivered, given, and received for all purposes if written and (i) if delivered personally, by facsimile, or by courier or delivery service, at the time of such delivery; or (ii) if directed by registered or certified United States mail, postage and charges prepaid, addressed to the intended recipient, at the address specified below, two business days after such delivery to the United States Postal Service.

If to the Consultant:

Christopher Brainard

_________________

_________________

If to the Company:

Joel Arberman

Chief Executive Officer

Mister Goody, Inc.

14762 Wildflower Lane

Delray Beach, Florida 33473

If to the Exchange Agent:

David M. Bovi, Esq.

David M. Bovi, P.A.

319 Clematis Street, Suite 700

West Palm Beach, Florida 33401

dmbpa@bellsouth.net

Any party may change the address to which notices are to be mailed by giving notice as provided herein to all other parties.

[See Signature Page Attached]

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IN WITNESS WHEREOF, the undersigned have executed this Exchange Agreement as of the day and year first above written.

ATTEST:	EXCHANGE AGENT:
By:	By:	/s/ David Bovi
		David M. Bovi, President
WITNESS:	COMPANY:
/s/ Holli Arberman	By:	/s/ Joel Arberman
Name: Holli Arberman		Joel Arberman,
		Chief Executive Officer
	CONSULTANT:
/s/ Elaine Morgan	By:	/s/ Christopher Brainard
Name: Elaine Morgan		Christopher Brainard, Manager,
		First Market, LLC
/s/ Elaine Morgan	By:	/s/ Christopher Brainard
Name: Elaine Morgan		Christopher Brainard, Manager,
		Brainard Ventures, LLC

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