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 30, 2010
THE BRAINY BRANDS COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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333-164000
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30-0457914
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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460 Brogdon Road, Suite 400
Suwanee, GA 30024
(Address of principal executive offices) (zip code)
(678) 762-1100
(Registrant's telephone number, including area code)
(Former name, if changed since last report)
Marc J. Ross, Esq.
David B. Manno
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
N/A
(Former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Period.
On December 30, 2010, the management of The Brainy Brands Company, Inc. concluded that its financial statements for the nine months ended September 30, 2010, which are included in its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2010 did not properly account for the reorganization of entities under common control in accordance with Generally Accepted Accounting Principles and, as a result, cannot be relied upon. The Company has discussed the matters in this report with its independent auditor.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE BRAINY BRANDS COMPANY, INC.
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Dated: December 30, 2010
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By:
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/s/ John Benfield
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Name: John Benfield
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Title: Chief Executive Officer
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