The Brainy Brands Company, Inc. Announces Initial Closing of Private Placement

The Brainy Brands Company, Inc. (the "Company”) (OTCBB: TBBC), a producer and marketer of the Brainy Baby® line of children’s educational videos and products aimed at early development for preschoolers, today announced that the Company has closed on $220,000 of initial financing through a private placement with existing institutional and accredited investors of promissory notes convertible into common stock at a conversion price of $0.40 per share. In addition, a second and third closing for up to an aggregate of $2.4 million (including the $220,000 sold at the initial closing) may occur, subject to certain conditions including the consent of the original investors, within 45 days of the initial closing (with respect to the second closing) and 60 days of the second closing (with respect to the third closing). The Company also reaffirms its business outlook announced in a corporate update release on July 14, 2010, despite recent weakness in the price of its stock.

"We are pleased with the confidence that our investors continue to place in us investing with us and in our ability to execute our marketing strategy and branding initiative. The volatility and weakness in our stock price as well as the overall market conditions will not deter our focus on the tasks and objectives at hand,” commented John Benfield, CEO of The Brainy Brands Company. "We wish to assure our shareholders that there has been no change in the Company's strategy and that we will continue to update our shareholders and the investment community of any corporate developments.”

The securities sold by the Company in the private placement were not registered under the Securities Act of 1933, as amended (the "Securities Act"), and were sold in reliance upon exemptions from the registration requirements of the Securities Act pursuant to Regulation D promulgated under the Securities Act. Therefore, such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws. This press release does not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.

For additional information regarding this private placement, please refer to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 12, 2011 available for review at www.sec.gov.

About The Brainy Brands Company, Inc.

Headquartered in Suwanee, GA The Brainy Brands Company, Inc. develops and markets an extensive library of early childhood learning products, including a full range of puzzles, books, games, toys and audio-visual materials for the US market and international marketplace. The Company’s strategy is to support its existing line of high quality educational toys, media, and activities and develop new product and offerings optimizing new technologies, delivery systems, and advances in early childhood education.

More information about the Company may be found at www.thebrainybrandscompany.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements contained in this release that are not historical facts, including, without limitation, statements that relate to the Company's expectations with regard to the future impact on the Company's results from new products in development, may be deemed to be forward-looking statements. Words such as "expects", "intends", "plans", "may", "could", "should", "anticipates", "likely", "believes" and words of similar import also identify forward-looking statements. These statements are subject to risks and uncertainties. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management. Readers are urged not to place undue reliance on the forward-looking statements, which speak only as of the date of this release. Except as may be required under applicable law, we assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release. Additional information on risks and other factors that may affect the business and financial results of The Brainy Brands Company, Inc. can be found in the filings of The Brainy Brands Company, Inc. with the U.S. Securities and Exchange Commission.