Exhibit 3.1
STATE OF NEVADA
ROSS MILLER Secretary of State | SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings |
OFFICE OF THE
SECRETARY OF STATE
Certified Copy
December 24, 2013
Job Number: C20131224-0316
Reference Number:
Expedite:
Through Date:
The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.
Document Number(s) | Description | Number of Pages | ||
20130837251-52 | Convert Out | 2 Pages/1 Copies |
Respectfully, | ||||||
/s/ ROSS MILLER | ||||||
ROSS MILLER Secretary of State | ||||||
Certified By: Nita Hibshman
Certificate Number: C20131224-0316
You may verify this certificate
online athttp://www.nvsos.gov/
Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138
140301
*140301*
ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov |
Filed in the office of | Document Number | |||||
20130837251-52 | ||||||
/s/ Ross Miller | Filing Date and Time | |||||
Articles of Conversion | Ross Miller | 12/24/2013 8:23 AM | ||||
(PURSUANT TO NRS 92A.205) | Secretary of State | Entity Number | ||||
Page 1 | State of Nevada | C4776-1985 |
USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Articles of Conversion
(Pursuant to NRS 92A.205)
1. | Name and jurisdiction of organization of constituent entity and resulting entity: |
Vapor Corp. | ||
Name of constituent entity | ||
Nevada | Corporation | |
Jurisdiction | Entity type* | |
and, | ||
Vapor Corp. | ||
Name of resulting entity | ||
Delaware | Corporation | |
Jurisdiction | Entity type* |
2. | A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. |
3. | Location of plan of conversion: (check one) |
¨ | The entire plan of conversion is attached to these articles. |
x | The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity. |
¨ | The complete executed plan of conversion for the resulting domestic limitedpartnership is on file at the records office required by NRS 88.330. |
* | corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust |
This form must be accompanied by appropriate fees. | Nevada Secretary of State 92A Conversion Page 1 |
Revised 8-31-11
ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov |
Articles of Conversion | ||
(PURSUANT TO NRS 92A.205) | ||
Page 2 |
USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
4. | Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the resulting entity in the conversion): |
Attn: | Chief Financial Officer | |
c/o: | 3001 Griffin Road | |
Dania Beach, Florida 33312 |
5. | Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed) |
Date: | December 31, 2013 | Time: | 12:01 AM |
6. | Signatures – must be signed by: |
1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or one member if there are no managers; a trustee of each Nevada business trust, a managing partner of a Nevada limited-liability partnership (a.k.a. general partnership governed by NRS chapter 87).
2. If constituent entity is a foreign entity must be signed by the constituent entity in the manner provided by the law governing it.
Vapor Corp.
Name ofconstituent entity
X /s/ Harlan Press | Chief Financial Officer | 12-24-13 | ||
Signature | Title | Date |
* | Pursuant to NRS 92A.205(4) if the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A 240, the constituent document filed with the Secretary of State pursuant to paragraph (b) subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date. |
This statement must be Included within the resulting entity’s articles.
FILING FEE: $350.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. | Nevada Secretary of State 92A Conversion Page 2 |
Revised 8-31-11