8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 28, 2011

THE BRAINY BRANDS COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-54344	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)

      Copies to:

Marc Ross, Esq.

Jeff Cahlon, Esq.

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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Explanatory Note

This Current Report on Form 8-K/A amends and restates the Current Report on Form 8-K filed by The Brainy Brands Company, Inc. on December 2, 2011.

Item 4.01 Changes in Registrant’s Certifying Accountant.

On November 28, 2011, Habif, Arogeti & Wynne, LLP (“Habif”) resigned as The Brainy Brands Company, Inc.’s (the “Company”) independent registered public accounting firm. Habif’s audit reports on the Company’s financial statements for the fiscal years ended December 31, 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that, the audit reports included an explanatory paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern. During the years ended December 31, 2010 and 2009 and during the subsequent interim period preceding the date of Habif’s resignation, there were (i) no disagreements with Habif on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).  The Company has provided Habif with a copy of this disclosure and has requested that Habif furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Habif agrees with the above statements. Habif has furnished the requested letter and it is attached as exhibit 16.1.

On December 2, 2011, the Company engaged Rosenberg Rich Baker Berman & Company (“RRBB”) to serve as its independent registered public accounting firm. During the years ended December 31, 2010 and 2009 and during the subsequent interim period preceding the date of RRBB’s engagement, the Company did not consult with RRBB regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements. The decision to engage RRBB has been approved by the Company’s board of directors.

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
16.1	Letter from Habif, Arogeti & Wynne, LLP to the Securities and Exchange Commission dated December 9, 2011.

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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:  December 9, 2011	By:	/s/ John Benfield
		Name: John Benfield
		Title: Chief Executive Officer

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EX-16.1

Exhibit 16.1

December 9, 2011

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Commissioners:

We have read The Brainy Brands Company, Inc. statements included under Item 4.01 of its Form 8-K filed on December 9, 2011, and we agree with such statements concerning our firm.

Very truly yours,

/s/ Habif, Arogeti & Wynne, LLP

Habif, Arogeti & Wynne, LLP

Atlanta, Georgia