EXHIBIT 3.1
                               Statement of Merger
                     (Surviving Entity is a Foreign Entity)
       filed pursuant to ss. 7-90-203.7 and ss. 7-90-204.5 of the Colorado
                           Revised Statutes (C.R.S.)

1.   For each merging entity, its ID number (if applicable), entity name or true
     name, form of entity,  jurisdiction under the law of which it I formed, and
     principal address are:

     (Caution: At least one merging entity must be  an entity  formed  under the
     laws of Colorado.)

     ID Number                          1998150019
                                        (Colorado Secretary of State ID number)

     Entity name or true name           Concord Ventures, Inc.

     Form of entity                     Corporation

     Jurisdiction                       Colorado

     Street address                     2460 W. 26th Ave.
                                        Suite 380 C
                                        Denver, CO 80211

     Mailing address
     (leave blank if same as street address)

(If the following statement applies,  adopt the statement by marking the box and
include an attachment.)

[_]  There  are  more  than  three  merging  entities  and  the  ID  number  (if
     applicable),  entity name or true name, form of entity,  jurisdiction under
     the law of which it is formed, and the principal address of each additional
     merging entity is stated in an attachment.

2.   For the surviving  entity which is a foreign  entity,  its entity ID number
     (if  applicable),  entity name or true name,  form of entity,  jurisdiction
     under the law of which it is formed, and principal address are

     (Caution: The surviving entity cannot be an entity formed under the laws of
      Colorado.)

     ID Number
                                        Colorado Secretary of State ID number

     Entity name or true name           CCVG, Inc.

     Form of entity                     Corporation







     Jurisdiction                       Delaware

     Street address                     2460 W. 26th Ave.
                                        Suite 380 C
                                        Denver, CO 80211

     Mailing address
     (leave blank if same as street address)

3.   Each merging entity has been merged into the surviving foreign entity.

4.   (If the following statement applies, adopt the statement by marking the box
     and state the appropriate document number(s).)

     [_] One or more of the  merging  entities  is a  registrant  of a trademark
         described in a filed  document in the records of the secretary of state
         and the document number of each filed document is

     Document number

     Document number

     Document number

     (If the following statement applies, adopt the statement by marking the box
     and include an attachment.)

     [_] There are more than three  trademarks  and the document  number of each
         additional trademark is stated in an attachment.

5.   (Mark the applicable box and complete the statement. Caution: Mark only one
      box.)
    [_] The surviving foreign entity maintains a registered agent in this state.

        OR

    [_] The surviving  foreign  entity does  not maintain a registered  agent in
        this state  and  service of process may be  addressed  to the entity and
        mailed to the principal address pursuant to section 7-90-704(2), C.R.S.

        OR

    [X]  The surviving  foreign entity has not maintained a registeed  agent in
         this state and appoints a registered  agent to accept  service pursuant
         to section  7-90-204.204.5  C.R.S.  The person appointed  as registered
         agent has consented to being so  appointed.  Such   registered  agent's
         name and address are






         Name
         (If an individual)         Littman, Michael A.
                                    (Last, First, Middle)

         OR

         If an entity
     (Caution: Do not provide both an individual and an entity name.)

     Street address                 7609 Ralston Road
                                    Arvada, CO 80002

     Mailing address
     (leave blank, if same as street address)

6.   (If  applicable,  adopt the  following  statement  by  marking  the box and
     include an attachment.)
     [_] This document contains  additional  information as provided by law.


7.   (Caution:  Leave blank if the  document  does not have a delayed  effective
     date. Stating a delayed effective date has significant legal  consequences.
     Read instructions before entering a date.)

     (If the following statement applies, adopt the statement by entering a date
     and, if applicable,  time using the required format.) The delayed effective
     date and, if applicable, time of this document are

Notice:

Causing this document to be delivered to the Secretary of State for filing shall
constitute the affirmation or  acknowledgment  of each  individual  causing such
delivery,  under penalties of perjury,  that such document is such  individual's
act and deed, or that such  individual  in good faith  believes such document is
the act and deed of the person on whose behalf such  individual  is causing such
document to be delivered for filing,  taken in conformity with the  requirements
of part 3 of article 90 of title 7, C.R.S.  and, if applicable,  the constituent
documents  and the  organic  statutes,  and that such  individual  in good faith
believes the facts stated in such document are true and such  document  complies
with the  requirements of that Part, the  constituent  documents and the organic
statutes.

This perjury  notice  applies to each  individual who causes this document to be
delivered  to the  Secretary  of  State,  whether  or  not  such  individual  is
identified in this document as one who has caused it to be delivered.



8.   The true name and mailing  address of the individual  causing this document
     to be delivered for filing are:

         Littman, Michael A.
         7609 Ralston Road
         Arvada, CO 80002

     (If  applicable,  adopt the  following  statement  by  marking  the box and
     include  an  attachment.)
     [_] This document contains the true name and mailing address of one or more
         additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide
legal,  business or tax advice,  and are  furnished  without  representation  or
warranty.  While this  form/cover  sheet is  believed to satisfy  minimum  legal
requirements  as of its revision date,  compliance  with  applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this  form/cover  sheet.  Questions  should be  addressed  to the user's  legal,
business or tax advisor(s).