Javascript is disabled. Please enable Javascript to log in.
Published: 2008-03-26

Articles of Incorporation - TAC Inc.



                            ARTICLES OF INCORPORATION

                                       OF

                                    TAC, INC.


WE THE UNDERSIGNED,  BEING PERSONS OF THE AGE OF EIGHTEEN (18) YEARS OR MORE, DO
HEREBY  VOLUNTARILY FORM A CORPORATION  UNDER THE CORPORATION ACT AND OTHER LAWS
OF THE STATE OF UTAH.

                                ARTICLE I - NAME
                 THE NAME OF THIS CORPORATION SHALL BE TAC, INC.

                             ARTICLE II - DURATION
                  THE DURATION OF THIS CORPORATION IS PERPETUAL

                             ARTICLE III - PURPOSES
            THE PURPOSES FOR WHICH THIS CORPORATION IS ORGANIZED ARE:

                  THE PURPOSES FOR WHICH THIS CORPORATION IS ORGANIZED ARE:

                  A) TO ENGAGE IN ALL  ASPECTS OF MOTOR  VEHICLE  MANUFACTURING,
DETAILING,  SERVICING,  REPAIRING,  BODY,  PAINT AND  UPHOLSTERY ON ALL TYPES OF
AUTOMOBILES,  VAN'S, PICK UP TRUCKS AND LARGER TYPE TRUCKS FOREIGN AND DOMESTIC,
TOWING, STORAGE, SALVAGE AND DISMANTLING, OF THE SAME, INCLUDING BUT NOT LIMITED
TO, BUYING, SELLING, LEASING, MANUFACTURING,  DETAILING SERVICING, REPAIRING AND
DISMANTLING   EQUIPMENT  AND  PERSONAL   PROPERTY  OF  TYPES  AND  DESCRIPTIONS,
EXPLORATION,  DISCOVERY,  MINERAL  LEASES,  MINERAL MINING AND  PRODUCTION,  OIL
LEASES, OIL PRODUCTION  WHOLESALE AND RETAIL,  ENGAGE IN CONSULTING WORK FOR THE
MINERAL AND MINING,  OIL, GAS AND AUTOMOTIVE  VEHICLE  INDUSTRY,  AND TO PROMOTE
PRODUCTS AND SERVICES.

                  B)  TO  BUY,  SELL,   EXCHANGE  AND  GENERALLY  DEAL  IN  REAL
PROPERTIES, IMPROVE OR UNIMPROVED, AND BUILDINGS OF EVERY CLASS AND DESCRIPTION,
TO IMPROVE,  MANAGE, OPERATE, SELL, BUY, MORTGAGE, LEASE OR OTHERWISE ACQUIRE OR
DISPOSE OF ANY PROPERTY, REAL OR PERSONAL, AND TAKE MORTGAGES AND ASSIGNMENTS OF
MORTGAGES  UPON THE SAME,  TO PURCHASE OR  OTHERWISE  ACQUIRE FOR THE PURPOSE OF
HOLDING OR  DISPOSING OF THE SAME,  REAL OR PERSONAL  PROPERTY OF EVERY KIND AND
DESCRIPTION,  INCLUDING  GOOD WILL,  STOCK,  RIGHTS AND  PROPERTY OF ANY PERSON,
FIRM, ASSOCIATION OR CORPORATION,  PAYING FOR THE SAME IN CASH STOCK OR BONDS OF
THIS CORPORATION,  TO DRAW, MAKE,  ACCEPT,  ENDORSE,  DISCOUNT EXECUTE AND ISSUE
PROMISSORY  NOTES,  BILLS OF EXCHANGE,  WARRANTS,  BONDS,  DEBENTURES  AND OTHER
NEGOTIABLE OR TRANSFERABLE  INSTRUMENTS OR OBLIGATION OF THE  CORPORATION,  FROM
TIME TO TIME AND



FOR ANY OF THE OBJECTS OR PURPOSES  OF THE  CORPORATION,  TO CARRY ON ALL OF ITS
OPERATIONS  WITHOUT  RESTRICTION  OR LIMIT AS TO AMOUNT,  TO PURCHASE,  ACQUIRE,
HOLD,  OWN,  MORTGAGE,  SELL,  CONVEY OR OTHERWISE  DISPOSE OF REAL AND PERSONAL
PROPERTY OF EVERY  CLASS AND  DESCRIPTION  IN ANY STATE,  SUBJECT TO THE LAWS OF
SUCH STATE, TERRITORY OR FOREIGN COUNTRY.

                  C) TO ACQUIRE  ASSETS BY PURCHASE,  EXCHANGE,  GIFT,  REQUEST,
SUBSCRIPTIONS OTHERWISE, AND TO HOLD, OWN, MORTGAGE, PLEDGE, HYPOTHECATE,  SELL,
ASSIGN,  TRANSFER,  EXCHANGE,  OR  OTHERWISE  DISPOSE  OF OR DEAL IN OR WITH ANY
PRODUCT,  SERVICE,  IDEA, PROMOTION OR FINANCIAL  INSTRUMENT,  INCLUDING WITHOUT
LIMITATION,  ANY SHARES OF STOCK, BONDS, DEBENTURES,  NOTES, MORTGAGES, OR OTHER
OBLIGATIONS,  AND ANY  CERTIFICATES,  RECEIPTS OR OTHER INSTRUMENT  REPRESENTING
RIGHTS OR INTERESTS THEREIN OR IN ANY PROPERTY OR ASSET CREATED OR ISSUED BY ANY
PERSON, FIRM,  ASSOCIATION,  OR CORPORATION,  OR ANY GOVERNMENT OR SUBDIVISIONS,
AGENCIES OR  INSTRUMENTALITIES  THEREOF, TO MAKE PAYMENT THEREFORE IN ANY LAWFUL
MANNER OR ISSUE IN EXCHANGE THEREFORE SECURITY INSTRUMENTS OF ANY KIND INCLUDING
WITHOUT  LIMITATION ITS OWN SECURITIES OR TO USE ITS UNRESTRICTED AND UNRESERVED
EARNED  SURPLUS  FOR THE  PURCHASE OF ITS OWN SHARES AND TO EXERCISE AS OWNER OR
HOLDER OF ANY SECURITIES,  OTHER  PROPERTY,  PERSONAL OR REAL OR ANY OTHER ASSET
WITHOUT  LIMITATION  INCLUDING  ANY AND ALL RIGHTS,  POWERS,  AND  PRIVILEGES IN
RESPECT THEREOF.

                  D)  TO  INVEST  THE  FUNDS  OF  THE   CORPORATION  IN  VARIOUS
BUSINESSES,  PRODUCTS, SERVICES, IDEAS, PROMOTIONS,  FINANCIAL INSTRUMENTS, REAL
ESTATE,  MORTGAGES,  STOCKS,  BONDS,  OR ANY OTHER TYPE OF INVESTMENT AND TO OWN
REAL AND  PERSONAL  PROPERTY OR ANY OTHER  ASSETS OR INCUR  LIABILITIES  WITHOUT
LIMITATION.

                  E) TO SELL, LEASE, MORTGAGE,  BROKER,  HYPOTHECATE,  PLEDGE OR
DEAL IN ANY PERSONAL PROPERTY IN ANY MANNER WHATSOEVER INCLUDING BROKER OR SALES
AGENT  COMMISSIONED OR OTHERWISE FOR FOOD PRODUCTS AND PERSONAL  PROPERTY OF ANY
NATURE  WHATSOEVER.  TO SELL FRACTIONAL  SHARES EITHER BY TIMESHARE OR ANY OTHER
METHOD AND MANNER OF  DISTRIBUTION  OF EITHER  WHOLE OR  FRACTIONAL  SHARES,  TO
ASSIGN,  SELL OR  OTHERWISE  DEAL IN  CONTRACT  RIGHTS,  TO SET UP  DISTRIBUTION
CENTERS,  SALES  FORCES,  MULTI-LEVEL  SELLING  OR ANY OTHER  TYPE OF  MARKETING
STRUCTURE.

                  F) TO ENGAGE IN THE ACQUIRING,  LEASING, AND DEVELOPING OF ALL
ASPECTS OF THE MOTOR VEHICLE  BUSINESS,  MINERAL MINING,  GAS AND OIL PROPERTIES
BOTH  WITHIN AND  OUTSIDE OF THE STATE OF UTAH AND ANY  ACCESSORIAL  SERVICES IN
CONNECTION  THEREWITH  INCLUDING,  BUT NOT  LIMITED  TO MOTOR  VEHICLE,  MINERAL
MINING,  GAS AND OIL WELL  DRILLING,

                                      -2-


TRUCKING AND ANY OTHER SERVICE  USUALLY  RELATED TO THE MOTOR VEHICLE  BUSINESS,
MINERAL MINING, GAS AND OIL FIELDS.

                  G) TO OWN,  OPERATE AND MAINTAIN AND TO CONSTRUCT,  ACQUIRE BY
PURCHASE,  LEASE OR  OTHERWISE,  TRUCK LINES,  RAILROADS,  RAILWAYS,  BUS LINES,
PIPELINES, SHIPPING LINES AND AIRLINES AND ANY OTHER MEANS OF TRANSPORTATION NOW
OR HEREAFTER IN USE FOR THE TRANSPORTATION OF FREIGHT,  MAIL, EXPRESS,  BAGGAGE,
GOODS,  WARES,  MERCHANDISE,  PASSENGERS  AND OTHER  PROPERTY  OF EVERY KIND AND
NATURE AND TO CONDUCT, ENGAGE IN AND CARRY ON THE BUSINESS OF TRANSPORTATION NOW
OR HEREAFTER  IN USE, AND TO OWN,  OPERATE,  MAINTAIN,  HOLD AND USE,  PURCHASE,
CONSTRUCT,  ESTABLISH,  LEASE OR OTHERWISE  ACQUIRE,  MORTGAGE,  CREATE SECURITY
INTERESTS IN, SELL OR OTHERWISE DISPOSE OF OR DEAL WITH TERMINAL  PROPERTIES AND
DEPOTS,  FREIGHT AND PASSENGER STATION HOUSES,  STORAGE FACILITIES,  MACHINE AND
REPAIR SHOPS,  FREIGHT,  STOCK AND REPAIR YARDS,  FACILITIES OF COMMUNICATION BY
TELEPHONE, RADIO, TELEVISION, OR OTHERWISE, POWER PLANTS AND POWER HOUSES, GRAIN
AND OTHER ELEVATORS, WHARVES, DOCKS, AIRPORTS,  LABORATORIES, CARS, LOCOMOTIVES,
ROLLING STOCK, MOTORS, BUSES, TRUCKS,  AUTOMOBILES,  SHIPS AND VESSELS, AIRCRAFT
AND ALL STRUCTURES,  TOOLS MACHINERY,  APPLIANCES AND  APPURTENANCES AND ANY AND
ALL OTHER PROPERTY, REAL, PERSONAL OR MIXED AND WHATSOEVER SITUATED,  WHETHER OR
NOT SIMILAR TO ANY PROPERTY ABOVE DESCRIBED, WHICH MAY BE NECESSARY OR USEFUL IN
CONNECTION WITH THE BUSINESS OF THE CORPORATION.

                  H) TO ENGAGE IN ANY LAWFUL  BUSINESS  IN ANY LAWFUL  MANNER IN
ANY PLACE IN THIS STATE, NATION, OR ANY PLACE OR COUNTRY IN THE WORLD,  WHENEVER
DESIRES AND UPON  COMPLIANCE  AND IN  ACCORDANCE  WITH AND PURSUANT TO THE LAWS,
RULES, STATUTES,  TREATIES,  REGULATIONS AND CUSTOMS THEREOF,  INCLUDING FOREIGN
INVESTIGATIONS,  DOMESTIC  INVESTIGATIONS,  SKIP  TRACING,  AND ANY OTHER LAWFUL
BUSINESS NOW OR  HEREAFTER  AUTHORIZED  TO BE CONDUCTED  LAWFULLY IN THIS OR ANY
OTHER COUNTRY IN THE WORLD.

                  I) TO DO EACH AND EVERY THING  NECESSARY,  SUITABLE AND PROPER
FOR THE ACCOMPLISHMENT OF ANY ONE OR MORE OF THE PURPOSES HEREIN ENUMERATED,  OR
OF ANY OF THE OBJECTS,  OR THE FURTHERANCE OF ANY OF THE POWERS  HEREINABOVE SET
FORTH,  EITHER  ALONE OR IN  ASSOCIATION  WITH  OTHER  CORPORATIONS,  FIRMS,  OR
INDIVIDUALS,  OR ANY OTHER ENTRY AS MAY BE NECESSARY,  AND TO DO EVERY OTHER ACT
OR ACTS,  THING OR THINGS,  INCIDENTAL  OR  APPURTENANT  TO OR GROWING OUT OF OR
CONNECTED  WITH THE AFORESAID  OBJECTS OR PURPOSES OR ANY PART OR PARTS THEREOF,
OR WHICH MAY AT THE TIME APPEAR CONDUCTIVE TO OR EXPEDIENT FOR THE PROTECTION OR
BENEFIT OF THIS  CORPORATION AND TO DO SAID ACTS AS FULLY AND TO THE SAME EXTENT
AS NATURAL  PERSONS MIGHT,  OR COULD DO, IN ANY PART OF THE WORLD AS PRINCIPALS,
AGENTS,

                                      -3-


PARTNERS, TRUSTEES OR OTHERWISE,  PROVIDED THE SAME NOT BE INCONSISTENT WITH THE
LAWS UNDER WHICH THIS CORPORATION IS ORGANIZED.

                  THE  FOREGOING  PARAGRAPHS  SHALL BE CONSTRUED AS  ENUMERATING
                  BOTH  OBJECTIVES AND PURPOSES OF THIS  CORPORATION;  AND IT IS
                  HEREBY  EXPRESSLY  PROVIDED THAT THE FOREGOING  ENUMERATION OF
                  SPECIFIC  PURPOSES  SHALL NOT BE HELD TO LIMIT OR  RESTRICT IN
                  ANY  MANNER  THE  PURPOSES  OF  THIS   CORPORATION   OTHERWISE
                  PERMITTED BY LAWS.

                           ARTICLE IV - COMMON STOCK

                  THE AGGREGATE  NUMBER OF SHARES WHICH THIS  CORPORATION  SHALL
HAVE AUTHORITY TO ISSUE IS 5,000,000  SHARES AT NO PAR VALUE.  ALL STOCK OF THIS
CORPORATION SHALL BE OF THE SAME CLASS,  COMMON,  AND SHALL HAVE THE SAME RIGHTS
AND PREFERENCES. FULLY PAID STOCK OF THIS CORPORATION SHALL NOT BE LIABLE TO ANY
FURTHER CALL OR ASSESSMENT.

                             ARTICLE V - AMENDMENT

                  THIS CORPORATION RESERVES THE RIGHT TO AMEND, ALTER, CHANGE OR
REPEAL ANY PROVISIONS  CONTAINED IN THESE ARTICLES OF INCORPORATION,  AMENDMENTS
SHALL BE  PASSED  BY  MAJORITY  VOTE OF ALL  STOCKHOLDERS  BASED ON  ISSUED  AND
OUTSTANDING  SHARES OF COMMON STOCK  EXCLUDING  TREASURY STOCK (ONE SHARE EQUALS
ONE VOTE).

                        ARTICLE VI - SHAREHOLDER RIGHTS

                  THE  UNISSUED  AUTHORIZED  STOCK  AND  TREASURY  STOCK OF THIS
CORPORATION  MAY BE ISSUED AT SUCH TIME,  UPON SUCH TERMS AND CONDITIONS AND FOR
SUCH CONSIDERATION AS THE BOARD OF DIRECTORS SHALL DETERMINE, AS PROVIDED IN THE
BYLAWS OF THIS  CORPORATION.  SHAREHOLDERS  SHALL HAVE NO  PREEMPTIVE  RIGHTS TO
ACQUIRE UNISSUED SHARES OF THIS CORPORATION AND ASSIGNMENT RIGHTS TO ANY NOMINEE
AT TIME OF PURCHASE.  THE TIME ALLOWED TO PROVIDE  CONSIDERATION FOR ACQUISITION
OF SUCH SHARES BY ANY STOCKHOLDER  SHALL BE EXTENDED UP TO ONE YEAR UPON REQUEST
BY ANY STOCKHOLDER PRIOR TO SALE OF STOCK.

                  AT ANY ELECTION OF DIRECTORS, SHAREHOLDERS ENTITLED TO VOTE AT
THE ELECTION SHALL VOTE A NONCUMULATIVE VOTE,  (NONCUMULATIVE VOTING ALSO CALLED
"STRAIGHT"  VOTING,  LIMITS A  SHAREHOLDER  TO VOTING NO MORE THAN THE NUMBER OF
SHARES HE OWNS FOR A SINGLE CANDIDATE.

                                      -4-


                          ARTICLE VII - CAPITALIZATION

                  THIS   CORPORATION   WILL   NOT   COMMENCE    BUSINESS   UNTIL
CONSIDERATION  OF A VALUE  OF AT  LEAST  $1,000.00  HAS  BEEN  RECEIVED  FOR THE
ISSUANCE OF SHARES.

              ARTICLE VIII - INITIAL OFFICES AND REGISTERED AGENT

                  THE ADDRESS OF THIS  CORPORATION'S  INITIAL  REGISTERED OFFICE
AND THE NAME OF ITS ORIGINAL REGISTERED AGENT AT SUCH ADDRESS IS:

                                    TAC, INC.
                                    SUITE 710
                                10 WEST 100 SOUTH
                           SALT LAKE CITY, UTAH 84101

                                REGISTERED AGENT

                                    JANE PHAN
                                    SUITE 710
                                10 WEST 100 SOUTH
                           SALT LAKE CITY, UTAH 84101


                                                   SIGNATURE OF REGISTERED AGENT


                                                   /s/ Jane Phan
                                                   -----------------------------


                             ARTICLE IX - DIRECTORS

                  THE NUMBER OF  DIRECTORS  OF THIS  CORPORATION  SHALL BE FIXED
FROM TIME TO TIME BY ITS BYLAWS AND MAY BE  INCREASED  OR  DECREASED  AS THEREIN
PROVIDED; BUT THE NUMBER THEREOF SHALL NOT BE LESS THAN THREE.

                  THIS  CORPORATION  SHALL BE MANAGED BY THE BOARD OF  DIRECTORS
WHICH SHALL EXERCISE ALL POWERS CONFERRED UNDER THE LAWS OF THE STATE OF UTAH.

                  THE NUMBER OF  DIRECTORS  CONSTITUTING  THE  INITIAL  BOARD OF
DIRECTORS OF THIS  CORPORATION  SHALL BE FOUR.  THE NAMES AND ADDRESS OF PERSONS
WHO ARE TO SERVE AS DIRECTORS ARE:

                                      -5-


NAME:       RAMON SMULLIN                     NAME:       DANTE' "TONY" PISTONE'
ADDRESS:    5223 WEST 4025 SOUTH              ADDRESS:    4530 SOUTH JENSEN LANE
CITY:       WEST VALLEY CITY                  CITY:       MURRAY
STATE:      UTAH     ZIP:  84120              STATE:      UTAH       ZIP:  84123

NAME:       RICHARD SURBER                    NAME:       KELLY BRADY
ADDRESS:    1011 EAST 800 SOUTH               ADDRESS:    3040 ARTHUR'S COURT
CITY:       SALT LAKE CITY                    CITY:       WEST VALLEY CITY
STATE:      UTAH     ZIP:  84102              STATE:      UTAH       ZIP:  84120

                              ARTICLE X - OFFICERS

PRESIDENT---------------------------   DANTE' "TONY" PISTONE'
VICE PRESIDENT----------------------   RAMON SMULLIN
SECRETARY & TREASURER---------------   RICHARD SURBER

                                                          SIGNATURE OF PRESIDENT


                                                          /s/ Dante Pistone
                                                          ----------------------

                                      -6-


                           ARTICLE XI - INCORPORATORS
         THE NAME AND ADDRESS OF EACH INCORPORATOR EACH OF WHOM ARE OVER
                          EIGHTEEN (18) YEARS OF AGE IS

                 A ACCURATE CUSTOM AUTOMOTIVE BODY & PAINT, INC.
                           SUITE 710 10 WEST 100 SOUTH
                           SALT LAKE CITY, UTAH 84101

                                  ARTICLE XII
         THE CORPORATION  ELIMINATES AND LIMITS PERSONAL LIABILITY OF DIRECTORS,
OFFICERS,  AND  SHAREHOLDERS  OF THE  CORPORATION  FOR  DAMAGES  FOR  BREACH  OF
FIDUCIARY DUTY AS A DIRECTOR OR OFFICER,  TO THE EXTENT ALLOWED BY UTAH LAW. THE
CORPORATION  SHALL  INDEMNIFY  ITS  OFFICERS  AND  DIRECTORS  FOR ANY  LIABILITY
INCLUDING  REASONABLE COSTS OF DEFENCE ARISING OUT OF ANY ACT OR OMISSION OF ANY
OFFICER OR DIRECTOR ON BEHALF OF THE  CORPORATION  TO THE FULL EXTENT ALLOWED BY
THE LAWS OF THE STATE OF UTAH.

                                  ARTICLE XIII
         THE INITIAL BY-LAWS OF THE CORPORATION SHALL BE ADOPTED BY ITS BOARD OF
DIRECTORS.  THE POWER TO ALTER,  AMEND,  OR REPEAL THE BY-LAWS,  OR TO ADOPT NEW
BY-LAWS,  SHALL BE VESTED IN THE BOARD OF DIRECTORS,  EXCEPT AS OTHERWISE MAY BE
SPECIFICALLY PROVIDED IN THE BY LAWS.

         IN WITNESS WHEREOF, THE PARTIES TO THESE ARTICLES OF INCORPORATION HAVE
HEREUNTO SET HANDS THIS 21ST DAY OF AUGUST 1992.

INCORPORATORS; NAMES:                              SIGNATURES

A ACCURATE CUSTOM AUTOMOTIVE
BODY & PAINT, INC.                                 /s/ Richard Surber
SUITE 710 10 WEST 100 SOUTH                        ------------------
SALT LAKE CITY, UTAH  84101                        RICHARD SURBER
                                                   AS PRESIDENT


                                      -7-



STATE OF UTAH       )
                    : SS
COUNTY OF SALT LAKE ) I Richard N.  Smith____________________________,  A NOTARY
                        -----------------
PUBLIC,  HEREBY  CERTIFIES  THAT ON THIS 21ST DAY OF  AUGUST,  1992,  PERSONALLY
APPEARED  BEFORE ME JANE PHAN AS REGISTERED  AGENT AND DANTE' "TONY" PISTONE' AS
PRESIDENT  FOR TAC,  INC.  AND RICHARD  SURBER  PRESIDENT  OF  AACCURATE  CUSTOM
AUTOMOTIVE  BODY & PAINT,  INC., WHO BEING DULY SWORN,  SEVERALLY  DECLARED THAT
THEY ARE THE PERSONS WHO SIGNED THE FOREGOING  DOCUMENT AS REGISTERED  AGENT AND
INCORPORATOR, AND THAT THE STATEMENTS THEREIN CONTAINED ARE TRUE.

IN WITNESS WHEREOF, i HAVE SET MY HAND AND SEAL THIS 21ST DAY OF AUGUST, 1992.

MY COMMISSION EXPIRES:  June 1, 1994.
                        ------------
                                           NOTARY PUBLIC /s/ Richard N. Smith
                                                         --------------------


                                           RESIDING 10 West 100 South #700
                                                    ----------------------
                                                    Salt Lake City, Utah 84101
                                                    --------------------------

                                      -8-