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EX-3.1 - EXHIBIT 3.1 - ENTER CORPex31.htm
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): December 14, 2010

THE BRAINY BRANDS COMPANY, INC.
(Exact name of registrant as specified in its charter)

Delaware
  333-164000
   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)
 
Enter Corp.
(Former name, if changed since last report)

 Copies to:
Marc Ross, Esq.
David B. Manno
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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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 14, 2010, The Brainy Brands Company, Inc. (formerly known as Enter Corp.) (the “Company”) received notification that its Certificate of Ownership and Merger (the “Certificate of Ownership”) was accepted by the Secretary of State of Delaware. Pursuant to the Certificate of Ownership, the Company’s wholly owned subsidiary, The Brainy Brands Company, Inc., was merged into the Company, and the Company’s name changed from Enter Corp. to The Brainy Brands Company, Inc.
 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit Number
 
Description
 
3.1
 
Certificate of Ownership and Merger
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
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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.
 
 
ENTER CORP.
 
       
Dated: December 17, 2010 
By:
/s/ John Benfield
 
   
Name: John Benfield
 
   
Title: Chief Executive Officer
 
       

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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