**ARTICLES
      OF INCORPORATION**


**OF**


**CSMG
      TECHNOLOGIES, INC.**


**(As
      amended through January 18, 2007)**





FIRST:
      Name. The name of this Corporation is CSMG Technologies, Inc. (the
      "Corporation).





SECOND:
      Registered Office. The name and address of the registered agent of this
      Corporation in the State of Texas and the address of the registered office
      of
      this Corporation in the State of Texas, which is the same as the address of
      its
      registered agent, are:





Esmeralda
      Robbins


701
      CCNB
      North Tower


500
      North
      Shoreline


Corpus
      Christi, Texas 78471





THIRD:
      Term. The term of this Corporation shall be perpetual.





FOURTH:
      Purpose. The purpose of this Corporation is to engage in any lawful act or
      activity for which corporations may be organized under the Texas General
      Corporation Code (the "Act").





FIFTH:
      Capital Stock. The Corporation is authorized to issue two classes of stock,
      both
      of which shall be voting. One class of stock shall be Common Stock, par value
      $0.001. The second class of stock shall be Preferred Stock, par value $0.001.
      The Preferred Stock, or any series thereof, shall have such designations,
      preferences and relative, participating, optional or other special rights and
      qualifications, limitations or restrictions thereof as shall be expressed in
      the
      resolution of resolutions providing for the issue of such stock adopted by
      the
      board of directors and may be made dependent upon facts ascertainable outside
      such resolution or resolutions of the board of directors, provided that the
      manner in which such facts shall operate upon such designations, preferences,
      rights and qualifications, limitations or restrictions of such class or series
      of stock is clearly and expressly set forth in the resolution or resolutions
      providing for the issuance of such stock by the board of directors.





The
      total
      number of shares of stock of each class which the Corporation shall have
      authority to issue and the par value of each share of each class of stock are
      as
      follows:





Common
                Stock:
            80,000,000
                shares, $0.001 par value per share.Preferred
                Stock:
            10,000,000
                shares, $0.001 par value per share.





Series
      A
      Preferred Stock. By action of the directors of the Corporation taken March
      18,
      1996, there is designated the Series A Preferred Stock of the Corporation,
      which
      consists of 75,668 shares of the Corporation's authorized 10,000,000 shares
      of
      Preferred Stock. Each share of this series shall have a $10 face amount; shall
      be entitled to an annual, cumulative dividend from the net profits of the
      Corporation equal to 8 percent of the face amount; shall be redeemable by the
      Corporation out of otherwise undistributed net profits of the Corporation
      legally entitled by the laws of Texas for such redemption; and shall be
      preferred over the Common Stock in the event of the liquidation and dissolution
      of the Corporation to the extent of its unredeemed face amount and accumulated,
      unpaid dividends.











SIXTH:
      Number of Directors; Current Directors. The number of directors of this
      Corporation shall be such as from time to time shall be fixed by, or in the
      manner provided in, the Bylaws. Election of directors need not be by ballot
      unless the Bylaws so provide.





SEVENTH:
      Director's Liability; Indemnification. To the maximum extent permitted by the
      Act as it exists on the date hereof or as it may hereafter be amended, no
      director of this Corporation shall be liable to this Corporation or its
      shareholders for monetary damages for breach of fiduciary duty as a director.
      No
      amendment to or repeal of this Article SEVENTH shall apply to or have any effect
      on the liability or alleged liability of any director of this Corporation for
      or
      with respect to any acts or omissions of such director occurring prior to such
      amendment or repeal.








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