Attached files

file filename
S-1 - AVANGARD CAPITAL GROUP INC. - FORM S-1 - Avangard Capital Group, Incd426630ds1.htm
EX-4.4 - FORM OF UNIT CERTIFICATE - Avangard Capital Group, Incd426630dex44.htm
EX-3.2 - BYLAWS OF AVANGARD CAPITAL GROUP INC. - Avangard Capital Group, Incd426630dex32.htm
EX-4.1 - SPECIMEN COMMON STOCK CERTIFICATE - Avangard Capital Group, Incd426630dex41.htm
EX-4.6 - SUBSCRIPTION AGREEMENT - Avangard Capital Group, Incd426630dex46.htm
EX-4.3 - SPECIMEN WARRANT - Avangard Capital Group, Incd426630dex43.htm
EX-5.1 - OPINION OF LEGAL & COMPLIANCE, LLC - Avangard Capital Group, Incd426630dex51.htm
EX-4.2 - FORM OF WARRANT AGREEMENT - Avangard Capital Group, Incd426630dex42.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM - Avangard Capital Group, Incd426630dex231.htm
EX-10.2 - FLOOR PLAN AGREEMENT - Avangard Capital Group, Incd426630dex102.htm
EX-3.1(A) - AMENDED AND RESTATED ARTICLES OF INCORPORATION - Avangard Capital Group, Incd426630dex31a.htm
EX-10.3 - DEMAND PROMISSORY NOTE - Avangard Capital Group, Incd426630dex103.htm
EX-10.4 - BUSINESS LINE OF CREDIT AGREEMENT - Avangard Capital Group, Incd426630dex104.htm
EX-4.1(A) - SPECIMEN PREFERRED STOCK CERTIFICATE - Avangard Capital Group, Incd426630dex41a.htm
EX-10.6 - CONFESSIONS OF JUDGEMENT - Avangard Capital Group, Incd426630dex106.htm
EX-10.1 - ASSIGNMENT AGREEMENT - Avangard Capital Group, Incd426630dex101.htm
EX-10.5 - SURETY AGREEMENT - Avangard Capital Group, Incd426630dex105.htm
EX-99.1 - AVANGARD AUTO FINANCE, INC. CODE OF BUSINESS CONDUCT AND ETHICS - Avangard Capital Group, Incd426630dex991.htm

Exhibit 3.1

LOGO

 

ROSS MILLER

Secretary of State

STATE OF NEVADA

THE GREAT SEAL OF THE STATE OF NEVADA

OFFICE OF THE SECRETARY OF STATE

Commercial Recordings Division

202 N. Carson Street Carson City, NV 89701-4069

Telephone (775) 684-5708 Fax (775) 684-7138

SCOTT W. ANDERSON

Deputy Secretary for Commercial Recordings

Alan Gulko

2708 Commerce Way Suite 300

PHILADELPHIA, PA 19154

Job:C20120613-1861

June 13, 2012

Special Handling Instructions: recommit red doc

Charges

Description

Articles of Incorporation

Total

Document Number 20120415936-73

Filing Date/Time 6/13/2012 1:17:38 PM

Qty 1

Price $375.00

Amount

$375.00

$375.00

Payments

Type

Credit

Total

Description

258710|12061343935564

Amount

$375.00

$375.00

Credit Balance: $0.00

Job Contents:

File Stamped Copy(s): 1

Corp Charter(s): 1

ILO-ALO Profit(s): 1

Alan Gulko

2708 Commerce Way Suite 300

PHILADELPHIA, PA 19154


LOGO

 

*040101*

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 4

Carson City, Nevada 89701-4520

(775) 684-5708

Website: www.nvsos.gov

Articles of Incorporation

(PURSUANT TO NRS CHAPTER 78)

Filed in the office of Document Number

20120415936-73

Filing Date and Time

Ross Miller

06/13/2012 1:17 PM

Secretary of State

Entity Number

State of Nevada

E0320052012-0

(This document was filed electronically.)

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of Corporation: AVANGARD CAPITAL GROUP INC.

2. Registered Agent for Service of Process: (check only one box) X Commercial Registered Agent: INCORP SERVICES, INC.

Name

Noncommercial Registered Agent (name and address below)

OR

Office or Position with Entity

(name and address below)

Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity

Nevada

Street Address

City

Zip Code

Nevada

Mailing Address (if different from street address)

City

Zip Code

3. Authorized Stock: (number of shares corporation is authorized to issue)

Number of shares with par value:

1000000000

Par value per share:

$ 0.0001

Number of shares without par value:

0

4. Names and Addresses of the Board of

Directors/Trustees:

(each Director/Trustee must be a natural person at least 18 years of age; attach additional page if more than two directors/trustees)

1) ALAN GULKO-SEE ATTACHED

Name

2708 COMMERCE WAY, SUITE

PHILADELPHIA

PA

19154

Street Address

City

State

Zip Code

2)

Name

Street Address

City

State

Zip Code

5. Purpose: (optional; see instructions)

The purpose of the corporation shall be:

6. Name, Address and Signature of Incorporator: (attach

additional page if more than one incorporator)

ALAN GULKO-SEE ATTACHED

X

ALAN GULKO

Name

Incorporator Signature

2708 COMMERCE WAY, SUITE

PHILADELPHIA

PA

19154

Address

City

State

Zip Code

7. Certificate of Acceptance of Appointment of Registered Agent:

I hereby accept appointment as Registered Agent for the above named Entity.

X

INCORP SERVICES, INC.

6/13/2012

Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity

Date

Nevada Secretary of State NRS 78 Articles

This form must be accompanied by appropriate fees.

Revised: 4-10-09


LOGO

 

Articles of Incorporation

(PURSUANT TO NRS CHAPTER 78)

CONTINUED

Includes data that is too long to fit in the fields on the NRS 78 Form and all additional director/trustees and incorporators

ENTITY NAME: AVANGARD CAPITAL GROUP INC.

FOREIGN NAME TRANSLATION:

Not Applicable

PURPOSE:

Not Applicable

REGISTERED AGENT NAME:

INCORP SERVICES, INC.

STREET ADDRESS:

Not Applicable

MAILING

ADDRESS:

Not Applicable

ADDITIONAL

Directors/Trustees

Name: ALAN GULKO

Address: 2708 COMMERCE WAY, SUITE 300

City: PHILADELPHIA

State: PA

Zip Code: 19154

ADDITIONAL

Name: ALAN GULKO

Incorporators

Address: 2708 COMMERCE WAY, SUITE 300

City: PHILADELPHIA

State: PA

Zip Code: 19154

PAGE 2


LOGO

 

ROSS MILLER

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684 5708

Website: www.nvsos.gov

Registered Agent Acceptance

(PURSUANT TO NRS 77.310)

This form may be submitted by: a Commercial Registered Agent, Noncommercial Registered Agent or Represented Entity. For more information please visit http://www.nvsos.gov/business/forms/ra.asp

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Acceptance of Appointment by Registered Agent

In the matter of Avangard Capital Group, Inc.

Name of Represented Business Entity

I, InCorp Services, Inc. am a:

Name of Appointed Registered Agent OR Represented Entity Serving as Own Agent*

(complete only one)

a) X commercial registered agent listed with the Nevada Secretary of State,

b) noncommercial registered agent with the following address for service of process:

Nevada

Street Address

City

Zip Code

Nevada

Mailing Address (if different from street address)

City

Zip Code

c) represented entity accepting own service of process at the following address:

Title of Office or Position of Person in Represented Entity

Nevada

Street Address

City

Nevada

Zip Code

Mailing Address (if different from street address)

City

Zip Code

and hereby state that on Jun 13, 2012 I accepted the appointment as registered agent for

the above named business entity. Date

X

6/13/12

Authorized Signature of R.A. or On Behalf of R.A. Company

Date

X

6/13/12

Signature of Officer

Date

*lf changing Registered Agent when reinstating, officer’s signature required.

Nevada Secretary of State Form RA Acceptance

Revised: 12-8-08


LOGO

 

SECRETARY OF STATE

THE GREAT SEAL OF THE STATE OF NEVADA

ALL FOR OUR COUNTRY

STATE OF NEVADA

CORPORATE CHARTER

I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that AVANGARD CAPITAL GROUP INC., did on June 13, 2012, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.

THE GREAT SEAL OF THE STATE OF NEVADA

ALL FOR OUR COUNTRY

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on June 14, 2012.

ROSS MILLER

Secretary of State

Certified By: Electronic Filing

Certificate Number: C20120613-1861

You may verify this certificate online at http://www.nvsos.gov/