BRAINYTOYS LIMITED
6B Bowen Street
O'Connor 6163 Western Australia
Australia
May 10, 2007
VIA FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Ms. Rolaine S. Bancroft, Esq.
Re: Brainytoys Limited
Registration Statement on Form 20-F filed March 21, 2007
(File No. 000-52513)
Application for Withdrawal
Ladies and Gentlemen:
Brainytoys Limited (the "Company") hereby requests that its Registration
Statement on Form 20-F filed with the Securities and Exchange Commission (the
"SEC") on March 21, 2007 (File No. 000-52513), together with all exhibits
thereto (collectively, the "Registration Statement"), be withdrawn as of the
date hereof. The Company is withdrawing the Registration Statement because it
requires additional time to respond to the Staff's comments thereon. No
securities were offered or sold by the Company in connection with the
Registration Statement.
If the Staff has any questions related to this request, please contact the
Company's counsel, David J. Adler of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, at (212) 451-2244.
Very truly yours,
BRAINYTOYS LIMITED
By: /s/ Alex Aguero
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Alex Aguero
Managing Director
