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): ~~November~~January 289, ~~2011~~2012

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))

~~Item 4.01 Changes in Registrant’s Certifying Accountant.~~1

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 period subsequent to December 31, 2010, 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~~01 ~~Company~~Entry ~~has~~into ~~provided Habif with~~ a ~~copy~~Material ofDefinitive ~~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~~Agreement. ~~Habif has furnished the requested letter and it is attached as exhibit 16.1.~~

On ~~December~~January 29, ~~2011~~2012, ~~the~~The ~~Company~~Brainy ~~engaged Rosenberg~~Brands ~~Rich Baker Berman &~~ Company, Inc.’s (the “~~RRBB~~Company”) tosold ~~serve~~an asoriginal ~~its~~issue ~~independent~~discount ~~registered~~promissory ~~public~~note ~~accounting~~in ~~firm.~~the ~~Prior~~principal toamount ~~engaging~~of ~~RRBB~~$55,000 (the ~~Company~~“Note”) ~~did~~to ~~not~~an ~~consult~~accredited ~~with~~investor ~~RRBB regarding~~ (the ~~application~~“Lender”) offor ~~accounting~~gross ~~principles~~proceeds toof ~~a specific completed or contemplated transaction~~$50,000. orThe ~~the~~Note ~~type~~is ofdue ~~audit~~on ~~opinion~~July ~~that~~9, ~~might~~2012, beand ~~rendered~~at on the ~~Company~~Lender’s ~~financial~~option ~~statements.~~may ~~The~~be ~~decision~~converted toat ~~engage~~its ~~RRBB~~face ~~has~~value ~~been~~into ~~approved~~securities byoffered in the Company’s ~~board~~next ofequity ~~directors~~or equity linked financing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.

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 2, 2011.
10.1		Promissory Note, dated January 9, 2012.

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 2, 2011	By:	/s/ John Benfield
Dated: January 12, 2012	By:	/s/ John Benfield
		Name: John Benfield
		Title: Chief Executive Officer

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