EXHIBIT 3.1
3.1 Articles of Incorporation of the Registrant, as amended.
STATE OF DELEWARE
OFFICE OF SERETARY OF STATE
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I MICHAEL HARKINS, SECRETARY OF THE STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF THE VENDING GROUP, INC. FILED IN THIS OFFICE ON THE THIRTEENTH
DAY OF JULY. A.D. 1987. AT 9 O'CLOCK
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RECEIVED FOR RECORD
AUG 7 1987
William M. Honey, Recorder
/s/ Michael Harkins
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Michael Harkins, Secretary of State
[SEAL] AUTHENTICATION: :1318271
[777194003] DATE: 07/16/1987
DOCUMENTARY CERTIFICATE OF INCORPORATION
SURCHARE OF FILED
PAID $3.00 THE YENNING GROUP, INC. JUL 13, 1987
A STOCK CORPORATION Michael Harkins
25464 9 AM
SECRETARY OF STATE
FIRST: The name of this Corporation is .THE YENNING GROUP, INC.
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SECOND: Its Registered Office in the state of Delaware is
to be located at Coffee Run
Professional Centre
Lancaster Pike & Loveville Road in the City of Hockessin
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County of NewCastle Zip Code 19707 . The Registered Agent in charge
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thereof is .The Incorporators Ltd
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THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The amount of the total authorized capital stock of this corporation is
Three Hundred Thousand Dollars---------------------Dollars ($300,000.00) divided
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into shares, of (.00l Cent Each) Dollars ($0.001) each.
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FIFTH: The name and mailing address of the incorporator are as follows:
Name L. H. Joseph Jr.
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Mailing Address 8344 Melrose Ave. #23
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Los Angeles, California ZIP CODE 90069
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I THE UNDERSIGNED, for the purpose of forming a corporation under the laws of
the State of Delaware, do make, file and record this Certificate. and do certify
that the facts herein stated are true. and I have accordingly hereunto set my
hand this 8th day of July A.D. 1987.
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/s/
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/22/1996
960342552 - 2131817
STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER
THE VENDING GROUP, INC. , a
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corporation organized under the laws of Delaware, the charter of which was
voided for nonpayment of taxes, now desires to procure a restoration, renewal
and revival of Its charter, and hereby certifies as follows:
1. The name of this corporation is THE VENDING GROUP, INC.
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2. Its registered office in the State of Delaware Is located 3422 Old
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Capitol Trail, #700 Street, City of Wilmington Zip Code 19808-6192
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County of New Castle the name and address of its registered
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agents is Delaware Business Incorporators, Inc.
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3. The date of filing of the original Certificate of Incorporation in
Delaware was July 13, 1987.
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4. The date when restoration, renewal, and revival of the charter of
this company is to commence the 29th day of February 1996 same
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being prior to the date of the expiration of the charter. This
renewal and revival of the charter of this corporation Is to
be perpetual.
5. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March A.D. 1996, at
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which time its charter became inoperative and void far non-payment
of taxes and this certificate for renewal and revival is filed by
my authority of the duly elected directors of the corporation in
accordance with the laws of the State of Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section
312 of the General Corporation Law of the State of Delaware, as amended,
providing for the renewal. extension and restoration of charters, Richard Unwin
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the last and acting authorized officer hereunto act his/her hand to this
certificate this 18th day of November 1996.
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BY: /s/ Richard Unwin
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TITLE OF OFFICER: President
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STATE OF DELAWARE
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF THE STATE OF DELAWARE, DO HEREBY CERTIFY
"COMTECH CONSOLIDATION GROUP, INC." IS DULY INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE AND IS IN GOOD STANDING AND WAS A LEGAL CORPORATE EXISTENCE SO
FAR AS THE RECORDS OF THE OFFICE SHOW, AS OF THE 23RD DAY OF JULY A.D. 1987.
[SEAL]
/s/ EDWARD J. FREEL
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[SEAL] EDWARD J. FREEL, Secretary of State
2130817 8300 AUTHENTICATION: 8572389
971245210 DATE: 07-23-97
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/22/1997
971242672 - 2131819
CERTIFICATE OF AMENDMENT OF
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CERTIFICATE OF INCORPORATION
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THE VENDING GROUP, INC., a corporation organized and existing under and by
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virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST: That a meeting of the Board of Directors of said corporation, resolutions
were duly adopted setting froth a proposed amendment of the Certificate of
Incorporation of said corporation. declaring such amendment to be advisable and
calling a meeting of the stockholders of such corporation for consideration
thereof. The resolution setting froth the proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as amended,
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said Article shall be and read as follows:
"THE NAME OF THIS CORPORATION IS
COMTECH CONSOLIDATION GROUP, INC."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statue were voted in favor of the amendment.
THIRD: That said amendment was duly adapted in accordance with the provisions of
Section 262 pf tje General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of such amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on
this date of July 21, 1997.
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BY: /s/ MARY JACKSON
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SIGNATURE - AUTHORIZED OFFICER
MARY JACKSON, SECRETARY
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PRINT NAME & TITLE OF OFFICER
DEI: 1690