Federal Mortgage Corp of Puerto Rico Watch

from 8-K 1 page Exhibit 1.1 Stock Exchange Agreement

from 10SB12G 1 page Exhibit 1.5 Certificate of Amendment of Certificate of Incorporation of Federal Mortgage Corporation of Puerto Rico, Inc. We, the Undersigned, Being a Majority of the Directors of Federal Mortgage Corporation of Puerto Rico, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware, Do Hereby Certify: First: That at a Meeting of the Board of Directors of Federal Mortgage Corporation of Puerto Rico, Inc., Duly Held and Convened, Resolutions Were Adopted Setting Forth a Proposed Amendment to the Certificate of Incorporation of Said Corporation and Declaring Said Amendment Advisable. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved That the Certificate of Incorporation of This Corporation Be, and It Hereby Is, Amended by Changing the Article Thereof Numbered Fourth to Read as Follows: Fourth: The Total Number of Shares of Common Stock Which This Corporation Is Authorized to Issued Is One Hundred Million (100,000,000) Shares of the Par Value of $.001 Each, Amounting to One Hundred Thousand ($100,000). Second: That No Part of the Capital of Said Corporation Having Been Paid, This Certificate Is Filed Pursuant to Section 241 of Title 8 of the Delaware Code, as Amended. in Witness Whereof, We Have Hereunto Set Our Respective Hands and Seals This 23rd Day of December, A.D., 2003. By(signature) /S/ Peter J. Porath, (Title) President/Director By(signature) /S/ Alvin Roth, (Title) Director -1

from 10SB12G 1 page Exhibit 1.4 Certificate of Amendment of Certificate of Incorporation of Modulated Building Systems, Inc. Modulated Building Systems, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify: First: That the Board of Directors of Said Corporation., at a Meeting Duly Convened and Held, Adopted the Following Resolution: Resolved That the Board of Directors Hereby Declares It Advisable and in the Best Interest of the Company That Article First of the Certificate of Incorporation Be Amended to Read as Follows: First : The Name of This Corporation Shall Be Federal Mortgage Corporation of Puerto Rico. Second: That the Said Amendment Has Been Consented to and Authorized by the Holders of All of the Issued and Outstanding Stock Entitled to Vote by a Written Consent Given in Accordance With the Provisions of Sections 228 of the General Corporation Law of the State of Delaware. Third: That the Aforesaid Amendment Was Duly Adopted in Accordance With the Applicable Provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. in Witness Whereof, Said Modulated Building Systems, Inc. Has Caused This Certificate to Be Signed by Alvin Roth, Its President and Attested by William R. Nordstrom, Its Secretary, This Seventeenth Day of April , A.D., 1972. By(signature) /S/ Alvin Roth By(signature) /S/ William R. Nordstrom -1

from 10SB12G 1 page Exhibit 1.3 Certificate of Amendment of Certificate of Incorporation of Modulated Building Systems, Inc. Before Payment of Capital Pursuant to Section 241 of Title 8 of the Delaware Code of 1953, as Amended We, the Undersigned, Being a Majority of the Directors of Modulated Building Systems, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware, Do Hereby Certify: First: That at a Meeting of the Board of Directors of Modulated Building Systems, Inc., Duly Held and Convened, Resolutions Were Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation and Declaring Said Amendment Advisable. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved That the Certificate of Incorporation of This Corporation Be, and It Hereby Is, Amended by Changing the Article Thereof Numbered Fourth to Read as Follows: Fourth: The Total Number of Shares of Stock Which This Corporation Is Authorized to Issued Is Two Million (2,000,000) Shares of the Par Value of Ten Cents ($.10) Each, Amounting to Two Hundred Thousand Dollars ($200,000.00) Second: That No Part of the Capital of Said Corporation Having Been Paid, This Certificate Is Filed Pursuant to Section 24 of Title 8 of the Delaware Code, as Amended. in Witness Whereof, We Have Hereunto Set Our Respective Hands and Seals This 15th Day of September , A.D., 1971. By(signature) /S/ Alvin Roth By(signature) /S/ William R. Nordstrom -1

from 10SB12G 1 page Exhibit 1.2 State of Delaware Certificate for Renewal and Revival of Charter Federal Mortgage Corporation of Puerto Rico, Inc., a Corporation Organized Under the Laws of Delaware, the Charter of Which Was Voided for Non-Payment of Taxes, Now Desires to Procure a Restoration,renewal and Revival of Its Charter, and Hereby Certifies as Follows: (1) the Name of This Corporation Is: Federal Mortgage Corporation of Puerto Rico, Inc. (2) Its Registered Office in the State of Delaware Is Located At: 2711 Centerville Road, City of Wilmington, Zip Code 19808, County of New Castle. the Name and Address of Its Registered Agent Is Corporate Agents, Inc., 2711 Centerville Road, Wilmington, De 19808. (3) the Date of Filing of the Original Certificate of Incorporation in Delaware Was January 5, 1970. (4) the Date When Restoration, Renewal, and Revival of the Charter of This Company Is to Commence Is the 29th Day of February, Same Being Prior to the Date of the Expiration of the Charter. This Renewal and Revival of the Charter of This Corporation Is to Be Perpetual. (5) This Corporation Was Duly Organized and Carried on the Business Authorized by Its Charter Until the 1st Day of March, A.D. 1976, at Which Time Its Charter Became Inoperative and Void for Non-Payment of Taxes and This Certificate for Renewal and Revival Is Filed by Authority of the Duly Elected Directors of the Corporation in Accordance With the Laws of the State of Delaware. in Testimony Whereof, and in Compliance With the Provisions of Section 312 of the General Corporation Law of the State of Delaware, as Amended, Providing for the Renewal, Extension and Restoration of Charters, Alvin N. Roth, the Last and Acting Authorized Officer Hereunto Set His/Her Hand to This Certificate This 1st Day of July A.D. 2003. By(signature) /S/ Alvin N. Roth Authorized Officer (Name and Title) Alvin N. Roth, Vice President/Secretary -1

from 10SB12G ~5 pages Certificate of Incorporation