0001013762-11-000976.txt : 20110411 0001013762-11-000976.hdr.sgml : 20110408 20110411101958 ACCESSION NUMBER: 0001013762-11-000976 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110411 DATE AS OF CHANGE: 20110411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRAINY BRANDS COMPANY, INC. CENTRAL INDEX KEY: 0001478838 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 300457914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-54344 FILM NUMBER: 11751774 BUSINESS ADDRESS: STREET 1: 460 BROGDON ROAD, SUITE 400 CITY: SUWANEE STATE: 2Q ZIP: 30024 BUSINESS PHONE: (678) 762-1100 MAIL ADDRESS: STREET 1: 460 BROGDON ROAD, SUITE 400 CITY: SUWANEE STATE: 2Q ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: ENTER CORP DATE OF NAME CHANGE: 20091216 8-A12G 1 form8a12g.htm BRAINY BRANDS FORM 8-A12G form8a12g.htm
Securities and Exchange Commission
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

The Brainy Brands Company, Inc.
____________________________________
(Exact name of registrant as specified in its charter)
 
 
Delaware 30-0457914
(State of incorporation or organization) (IRS Employer Identification No.)
   
460 Brogdon Road, Suite 400, Suwanee, GA 30024
(Address of principal executive offices) (Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act: None.
 
Title of Each Class   Name of Each Exchange on Which  
To Be So Registered
   Each Class Is to Be Registered  
       
Not applicable   Not applicable  
 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. [ ]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. [X]

Securities Act registration statement file number to which this form relates: 333-164000 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:
 
Common Stock, par value $0.0001 per share
 
 
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Item 1.  Description of Registrant's Securities to Be Registered.

The authorized capital stock of The Brainy Brands Company, Inc. (the “Company”) consists of 160,000,000 shares of common stock at a par value of $0.0001 per share, and 10,000,000 shares of blank check preferred stock, par value $0.0001.  

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Holders of the Company’s common stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.  A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

Item 2.  Exhibits.
             
Exhibit
Number
   Description of Document
 
3.1
    
Certificate of Incorporation (filed with Registration Statement on Form S-1 (SEC File No. 333-164000) on December 23, 2009 and incorporated herein by reference)
 
3.2
    
Certificate of Ownership and Merger (filed with Form 8-K on December 20, 2010 and incorporated herein by reference)
 
3.3
    
Certificate of Amendment to Certificate of Incorporation (filed with Form 8-K on April 6, 2011 and incorporated herein by reference)
 
3.4
    
By-Laws (filed with Registration Statement on Form S-1 (SEC File No. 333-164000) on December 23, 2009 and incorporated herein by reference)
 
3.5
    
Amendment to By-Laws (filed with Form 8-K on December 1, 2010 and incorporated herein by reference)
 
 
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SIGNATURE

Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
The Brainy Brands Company, Inc.
Registrant
  
       
Date: April 11, 2011
By:
/s/ John Benfield  
    John Benfield, Cheif Executive Officer  
       
       

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