UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 25, 2011

THE BRAINY BRANDS COMPANY, INC.
(Exact name of registrant as specified in its charter)

 
Delaware
 
  333-164000
 
   30-0457914
 (State or Other Jurisdiction of Incorporation)  
 
 (Commission File Number)
 
(I.R.S. Employer Identification Number)
         
 
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)

  Copies to:
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))

 
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Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 25, 2011, the holders of a majority of the outstanding shares of common stock of The Brainy Brands Company, Inc. (the “Company”), acting by written consent, approved an amendment to the Company’s certificate of incorporation, to (i) increase the Company’s number of authorized shares of common stock from 100,000,000 to 160,000,000, and (ii) authorize the issuance of up to 10,000,000 shares of blank check preferred stock. The holders of 16,684,985 shares voted in favor of the amendment, out of an aggregate of 32,699,992 shares issued and outstanding, representing 51% of the issued and outstanding shares.
 

 
 


 
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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.
 
 
THE BRAINY BRANDS COMPANY, INC.
 
       
Dated: March 31, 2011 
By:
/s/ John Benfield
 
   
Name: John Benfield
 
   
Title: Chief Executive Officer
 
       

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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