CERTIFICATE
OF INCORPORATION
 OF
 APOGEE
ROBOTICS, INC.
 
 ARTICLE
I
 
 NAME
 
 The name
of the Corporation shall be APOGEE ROBOTICS, INC.
 
 ARTICLE
II
 
 PERIOD OF
DURATION
 
 APOGEE
ROBOTICS, INC. (the "CORPORATION") shall have perpetual existence.
 
 ARTICLE
III
 
 REGISTERED
OFFICE AND AGENT
 
 The
address of the registered office of the Corporation in the State of Delaware is
800 Delaware Avenue, City of Wilmington, New Castle County 19801. The name of
the Corporation's registered agent at that address is Delaware Corporations
LLC.  Either the registered office or the registered agent may be
changed in the manner provided by law.
 
 ARTICLE
IV
 
 PURPOSE
 
 The
purpose for which the Corporation is formed is to engage in and to transact any
lawful business or businesses for which corporations may be incorporated
pursuant to the Delaware General Corporation Law, including without limitation
any lawful business or businesses similar to that of a holding
company.
 
 ARTICLE
V
 
 POWERS
 
 In
furtherance of the foregoing purposes the Corporation shall have and may
exercise all of the rights, powers and privileges now or hereafter conferred
upon corporations organized under Delaware General Corporation Law, as
amended.  In addition, it may do everything necessary, suitable or
proper toward the accomplishment of any corporate purpose.
 
 ARTICLE
VI
 
 CAPITAL
STOCK
 
 The total
number of shares of stock which the Corporation shall have authority to issue is
310,000,000; 300,000,000 shares shall be designated common stock, par value .001
per share and 10,000,000 shares shall be designated as preferred stock, par
value .001 per share.
 
  
  Preferred
Stock:
 
 The Board
of Directors of the Corporation is vested with the authority to determine and
state the designations and preferences, limitations, relative rights and voting
rights, if any, of each series by the adoption and filing in accordance with the
Delaware General Corporation Law, before the issuance of any shares of such
series, of an amendment or amendments to this Certificate of incorporation
determining the terms of such series, which amendment need not be approved by
the stockholders or the holders of any class or series of shares except as
provided by law. All shares of preferred stock of the same series shall be
identical.
 
 No share
shall be issued without consideration being exchanged, and it shall thereafter
be non-assessable.
 
 The
following is a description of each class of stock of the Corporation with the
preferences, conversion and other rights, restrictions, voting powers,
limitations as to distributions, qualifications, and terms and conditions of
redemption of each class:
 
 FIRST:
The Common Stock shall have voting rights such that each share of Common Stock
duly authorized, issued and outstanding shall entitle its holder to one
vote.
 
 SECOND:
Notwithstanding any provision of this Certificate of Incorporation to the
contrary, the affirmative vote of a majority of all the votes entitled to be
cast on the matter shall be sufficient, valid and effective, after due
authorization, approval or advice of such action by the Board of Directors, as
required by law, to approve and authorize the following acts of the
Corporation:
 
 (i)  any
      amendment of this Certificate of
Incorporation;
 
 (ii)
      the merger of the Corporation into another corporation or the merger of
      one or more other corporations into the
  Corporation;
 
 (iii)
      the sale, lease, exchange or other transfer of all, or substantially all,
      of the property and assets of the Corporation, including its goodwill and
      franchises;
 
 (iv)
      the participation by the Corporation in a share exchange (as defined in
      Delaware General Corporation Law);
and
 
 (v)
      the voluntary or involuntary liquidation, dissolution or winding-up of or
      the revocation of any such proceedings relating to the
      Corporation.
   
  ARTICLE
VII
 
 QUORUM
PROTECTIVE PROVISIONS
 
 Quorum.
The presence in person or by proxy of the holders of record of a majority of the
shares of the capital stock of the Corporation issued and outstanding and
entitled to vote thereat shall constitute a quorum at all meetings of the
stockholders, except as otherwise provided by the Delaware General Corporation
Law, by this Certificate of Incorporation or by the Corporation's By-Laws. If
less than a quorum shall be in attendance at the time for which the meeting
shall have been called, the meeting may be adjourned from time to time by a
majority vote of the stockholders present or represented, without any notice
other than by announcement at the meeting, until a quorum shall attend. At any
adjourned meeting at which a quorum shall attend, any business may be transacted
which might have been transacted if the meeting had been held as originally
called.
 
 
 ARTICLE
VIII
 
 PREEMPTIVE
RIGHTS
 
 A
shareholder of the Corporation shall not be entitled to a preemptive or
preferential right to purchase, subscribe for, or otherwise acquire any unissued
or treasury shares of stock of the Corporation, or any options or warrants to
purchase, subscribe for or otherwise acquire any such unissued or treasury
shares, or any shares, bonds, notes, debentures, or other securities convertible
into or carrying options or warrants to purchase, subscribe for or otherwise
acquire any such unissued or treasury shares.
 
 ARTICLE
IX
 
 CUMULATIVE
VOTING RIGHTS
 
 The
shareholders shall not be entitled to cumulative voting rights.
 
 ARTICLE
X
 
 BOARD OF
DIRECTORS
 
 The Board
of Directors shall consist of not less than one (1) and not more than nine (9)
directors. Within the foregoing limits, the number of directors from time to
time comprising the entire board of directors shall be fixed by or in the manner
provided in the By-Laws.
 
 (1) The
Board of Directors shall have the power to authorize the issuance from time to
time of shares of stock of any class, whether now or hereafter authorized, or
securities convertible into or exercisable for shares of its stock of any class
or classes, including options, warrants or rights, whether now or hereafter
authorized.
 
 (2) The
Board of Directors shall have the power, if authorized by the By-Laws, to
designate by resolution or resolutions adopted by a majority of the Board of
Directors, one or more committees, each committee to consist of two or more of
the directors of the Corporation, which, to the extent provided in said
resolutions or in the By-Laws of the Corporation and permitted by the Delaware
General Corporation Law, shall have and may exercise any or all of the powers of
the Board of Directors in the management of the business and affairs of the
Corporation, and shall have power to authorize the seal of the Corporation to be
affixed to all instruments and documents which may require it.
 
  
  (3) If
the By-Laws so provide, the Board of Directors shall have the power to hold its
meetings, to have an office or offices and, subject to the provisions of
Delaware General Corporate Law, to keep the books of the Corporation, outside of
said State at such place or places as may from time to time be designated by
it.
 
 (4) The
Board of Directors shall have the power to borrow or raise money, from time to
time and without limit, and upon any terms, for any corporate purposes; and,
subject to the Delaware General Corporation Law, to authorize the creation,
issuance, assumption or guaranty of bonds, notes or other evidences of
indebtedness for moneys so borrowed, to include therein necessary provisions
such as redemption, conversion or otherwise, as the Board of Directors, in its
sole discretion, may determine and to secure the payment of principal, interest
or sinking fund in respect thereof by mortgage upon, or the pledge of, or the
conveyance or assignment in trust of, the whole or any part of the properties,
assets and goodwill of the Corporation then owned or thereafter
acquired.
 
 (5) The
Board of Directors shall have the power to adopt, amend and repeal the By-Laws
of the Corporation.
 
 The
enumeration and definition of a particular power of the Board of Directors
included in the foregoing shall in no way be limited or restricted by reference
to or inference from the terms of any other clause of this or any other article
of this Certificate of Incorporation, or construed as or deemed by inference or
otherwise in any manner to exclude or limit any powers conferred upon the Board
of Directors under the laws of the State of Delaware now or hereafter in
force.
 
 ARTICLE
XI
 
 INDEMNIFICATION
 
 The
Corporation may:
 
 (A)
Indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the Corporation), by reason of the fact that he is or was a
director, officer, employee, fiduciary or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent of another Corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorney fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction or
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner which he reasonably believed to be in the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was
unlawful.
 
  
  (B)
Indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee, or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent of another Corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in the best interests of the Corporation; but no indemnification shall be
made in respect of any claim, issue, or matter as to which such person has been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in which
such action or suit was brought determines upon application that, despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.
 
 (C)
Indemnify a director, officer, employee, fiduciary or agent of a corporation to
the extent he has been successful on the merits in defense of any action, suit,
or proceeding referred to in (A) or (B) of this Article XII or in defense of any
claim, issue, or matter therein, against expenses (including attorney fees)
actually and reasonably incurred by him in connection therewith.
 
 Any
indemnification under (A) or (B) of this Article XI (unless ordered by a court)
and as distinguished from (C) of this Article shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, fiduciary or agent is proper
in the circumstances because he has met the applicable standard of conduct set
forth in (A) or (B) above. Such determination shall be made by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit, or proceeding, or, if such a quorum is not
obtainable or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
shareholders.
 
 Expenses
(including attorney fees) incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit, or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee, fiduciary or agent to repay
such amount unless it is ultimately determined that he is entitled to be
indemnified by the Corporation as authorized in this Article XI.
 
 The
indemnification provided by this Article XI shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors, or otherwise, and
any procedure provided for by any of the foregoing, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, fiduciary or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person.
 
 The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, fiduciary or agent of the Corporation or
who is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under provisions of this Article XI.
 
  
  ARTICLE
XII
 
 TRANSACTIONS
WITH INTERESTED PARTIES
 
 No
contract or other transaction between the Corporation and one (1) or more of its
directors or any other Corporation, firm, association, or entity in which one
(1) or more of its directors are directors or officers or are financially
interested shall be either void or voided solely because of such relationship or
interest, or solely because such directors are present at the meeting of the
board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction, or solely because their votes are counted
for such purpose if:
 
 (A) The
fact of such relationship or interest is disclosed or known to the Board of
Directors or committee that authorizes, approves, or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors;
 
 (B) The
fact of such relationship or interest is disclosed or known to the shareholders
entitled to vote and they authorize, approve, or ratify such contract or
transaction by vote or written consent; or
 
 (C) The
contract or transaction is fair and reasonable to the Corporation.
 
 Common or
interested directors may be counted in determining the presence of a quorum, as
herein previously defined, at a meeting of the Board of Directors or a committee
thereof that authorizes, approves, or ratifies such contract or
transaction.
 
 ARTICLE
XIII
 
 VOTING OF
SHAREHOLDERS
 
 Except as
may be otherwise required by law, if a quorum is present, the affirmative vote
of a majority of the outstanding shares represented at the meeting and entitled
to vote thereon, or of any class or series, shall be the act of the shareholders
on all matters except the election of directors.  Directors shall be
elected by plurality vote.
 
 ARTICLE
XIV
 
 LIABILITY
OF DIRECTORS
 
 To the
maximum extent permitted by law, no director of the Corporation shall be
personally liable for money damages to the Corporation or any of its
stockholders for money damages for breach of fiduciary duty as a
director.
 
  
  ARTICLE
XV
 
 INCORPORATOR
 
 The name
and address of the incorporator is as follows:
 
 
 Michael
Anthony
 330
Clematis Street, Ste. 217
 West Palm
Beach, FL  33401
 
 IN
WITNESS WHEREOF, the incorporator has executed this Certificate of
 Incorporation
on October 30, 2007.
 
 
 /s/ Michael
Anthony
 Michael
Anthony