Exhibit 99.6

BRAINY ACQUISITIONS, INC
PRO FORMA BALANCE SHEET
September 30, 2010
(Unaudited)

		As Reported		Pro Forma


		9/30/2010		Adjustments			Combined

ASSETS

CURRENT ASSETS:
		$	168,065	$	2,733,949		$	2,902,014
	Accounts receivable, net		84,636		-			84,636
	Inventory, net		130,550		-			130,550
	Prepayments and other current assets		38,955		87,486			126,441

	Total Current Assets		422,206		2,821,435			3,243,641

PROPERTY AND EQUIPMENT, net			71,583		-			71,583

INTANGIBLE ASSETS, net			644,095		-			644,095

	Total Assets	$	1,137,884	$	2,821,435		$	3,959,319

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
	Accounts payable		42,004		-			42,004
	Accrued expenses		35,350		-			35,350
	Deferred revenue		235,762		-			235,762
	Notes payable		300,000		-			300,000
	Other current liabilities		67,110		-			67,110

	Total Current Liabilities		680,226		-			680,226

CONVERTIBLE NOTES PAYABLE			-		1,934,178			1,934,178
DERIVATIVE LIABILITES			-		905,701			905,701

TOTAL LIABILITES			680,226		2,839,879			3,520,105

STOCKHOLDERS' EQUITY:
	Common stock		65		32,635			32,700
	Additional paid-in capital		-		641,427			641,427
	Retained earnings		457,593		(692,506	)		(234,913	)

	Total Stockholders' Equity		457,658		(18,444	)		439,214

	Total Liabilities and Stockholders' Equity	$	1,137,884	$	2,821,435		$	3,959,319

1	To account for the $2,806,489 sale of convertible notes and to account for the corresponding debt issue costs, debt discount andderivatives liabilties associated with the convertible notes.

2	Issuance of common stock for services, to effect the recapitalziation with a public shell, and to reflect a 7.5 to 1 forward split of the common stock

3	Profit and loss effect of the issuance of shares to employees, officers and service providers, amortization of debt discount and debt issue costs and to reflect the change in fair market value of the derivative liabilties

1

BRAINY ACQUISITIONS, INC
PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2010
(Unaudited)

	As Reported			Pro Forma


	9/30/2010			Adjustments			Combined

TOTAL NET REVENUES	$	341,295		$	-		$	341,295

COST OF SALES		86,589			-			86,589

GROSS PROFIT		254,706			-			254,706

OPERATING EXPENSES:
Selling, general and administrative expenses		824,677			655,312			1,479,989
Depreciation and amortization		60,583			-			60,583

Total Operating Expenses		885,260			655,312			1,540,572

INCOME (LOSS) FROM OPERATIONS		(630,554	)		(655,312	)		(1,285,866	)

OTHER (INCOME) EXPENSE:
Gain on extinguishment of debt		2,277,338			-			2,277,338
Change in fair market value derivative liability		-			13,184			13,184
Interest income		1,266						1,266
Interest expense		(92,811	)		(50,378	)		(143,189	)

Total Other Income, net		2,185,793			(37,194	)		2,148,599

INCOME (LOSS) BEFORE INCOME TAXES		1,555,239			(692,506	)		862,733

INCOME TAXES		-			-			-

NET INCOME (LOSS)		1,555,239			(692,506	)		862,733

INCOME PER COMMON SHARE - BASIC AND DILUTED:	$	24,300.61					$	0.06

Weighted average number of common shares outstanding		64			13,614,622			13,614,686

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BRAINY BRANDS COMPANY, INC. 8-K/A