EX-3.1A 5 v062592_ex3-1a.htm
ARTICLES OF INCORPORATION

OF

NORTHERN BUSINESS ACQUISITION CORP.
 
The undersigned, being a natural person and acting as incorporator, does hereby adopt the following Articles of Incorporation for the purpose of forming a business corporation in the State of Maryland, pursuant to the provisions of the Maryland General Corporation Law.
 
FIRST: (1) The name of the incorporator is Kevin Wessell.
 
(2) The said incorporator’s address, including the street and number, if any, including the county or municipal area, and including the state or country, is 23404 W Lyons Avenue #223, City of Santa Clarita, County of Los Angeles, State of California 91321.
 
(3) The said incorporator is at least eighteen years of age.
 
(4) The said incorporator is forming the corporation named in these Articles of Incorporation under the general laws of the State of Maryland, to wit, the Maryland General Corporation Law.
 
SECOND: The name of the corporation (hereinafter called the “corporation”) is NORTHERN BUSINESS ACQUISITION CORP.
 
THIRD: The corporation is formed for the following purpose or purposes:
 
To have all of the powers conferred upon corporations organized under the provisions of the Maryland General Corporation Law.
 
FOURTH: The address, including street and number, if any, and the county or municipal area, of the principal office of the corporation within the State of Maryland, is 76 Cranbrook Rd., Cockeysville, County of Baltimore, MD 21020-3404.
 
FIFTH: The name and the address, including street and number, if any, and the county or municipal area, of the resident agent of the corporation within the State of Maryland is HIQ Maryland Corporation whose address is 516 North Charles St., 5th Floor, Baltimore, County of Baltimore City, MD 21201.
 
SIXTH: (1) The Corporation is authorized to issue 150,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock, the aggregate par value of both of which is $160,000.00.
 
(2) The Board of Directors of the corporation is authorized, from time to time, to issue any additional stock or convertible securities of the corporation without the approval of the holders of outstanding stock.
 
 
STATE OF MARYLAND
 
I hereby certify that this is a true ????? page document on file in this office ?????
 
STATE DEPARTMENT OF ?????
By: [SIGNATURE TO COME]
This stamp replaces our previous certification system. ????? 
 
Articles of Incorporation for Northern Business Acquisition Corp., a Maryland Corporation
 
 
(3) Provisions, if any, governing the restriction on the transferability of any of the shares of stock of the corporation may be set forth in the Bylaws of the corporation or in any agreement or agreements duly entered into.
 
(4) To the extent permitted by Section 2-104(b)(5) of the Maryland General Corporation Law, notwithstanding any provision of the Maryland General Corporation Law requiring a greater proportion, than a majority of the votes entitled to be cast in order to take or authorize any action, any such, action may be taken or authorized upon the concurrence of at least a majority of the aggregate number of votes entitled to be cast thereon.
 
(5) No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations, and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.
 
SEVENTH: (1) The number of directors of the corporation, until such number shall be changed by the Bylaws of the corporation, is one (1).
 
(2) The names of the individuals who will serve as directors of the corporation until their successors are elected and qualify are as follows:
 
Mark K Shaner
70 S Potomac St
Aurora, CO 80012
 
(3) The initial Bylaws of the corporation shall be adopted by the initial directors. Thereafter, the power to adopt, alter, and repeal the Bylaws of the corporation shall be vested in the Board of Directors of the corporation.
 
(4) The liability of the directors of the corporation is limited to the fullest extent permitted by the provisions of Section 2-405.2 of the Maryland General Corporation Law, as the same may be amended and supplemented.
 
(5) The corporation shall, to the fullest extent permitted by the Maryland General Corporation Law, as the same may be amended and supplemented, and, without limiting the generality of the foregoing, in accordance with Section 2-418 of said Maryland General Corporation Law, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Maryland General Corporation Law.

Articles of Incorporation for Northern Business Acquisition Corp., a Maryland Corporation
 
 
EIGHTH: From time to time any of the provisions of these Articles of Incorporation may be amended, altered or repealed, and other provisions authorized by the Maryland General Corporation Law at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and any contract rights at any time conferred upon the stockholders of the corporation by these Articles of Incorporation are granted subject to the provisions of this Article.
 
IN WITNESS WHEREOF, I have adopted and signed these Articles of Incorporation and do hereby acknowledge that the adoption and signing are my act.
 
Dated: June 3, 2005    
 
 		  
 		  
     /s/ Kevin Wessell
 
Kevin Wessell, Incorporator
 
Articles of Incorporation for Northern Business Acquisition Corp., a Maryland Corporation
 
 
I hereby consent to my designation in this document as resident agent for Northern Business Acquisition Corp.
     
   

Signed   /s/ Dawn A. Black		  
 		  
 
by: HIQ Maryland Corporation
    
 
Dawn A. Black
Corporate Secretary
  
 
Articles of Incorporation for Northern Business Acquisition Corp., a Maryland Corporation