ARTICLES OF INCORPORATION
OF
ACE INVESTMENTS
WE, THE UNDERSIGNED natural persons of the age of twenty-one years
or more, acting as incorporators of a corporation under the Utah
Business Corporation Act adopt the following Articles of Incorporation
for such corporation.
ARTICLE I
CORPORATE NAME
The name of this corporation is Ace Investments.
ARTICLE II
DURATION OF CORPORATION
The duration of this corporation is "perpetual".
ARTICLE III
CORPORATE PURPOSES
The purpose for which this corporation is organized is for investment and
to acquire other business entities or investments, and all matters related or
ancillary thereto and to do all things and engage in all lawful transactions
which a corporation organized under the laws of the State of Utah might do or
engage in, even though not expressly stated herein.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares which this corporation shall have authority
to issue is FIFTY MILLION (50,000,000) shares of $0.001 par value common stock.
All stock of the corporation shall be of the same class 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
PRE-EMPTIVE RIGHTS ABOLISHED
The authorized 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. Shareholders shall not have pre-emptive rights to
acquire unissued shares of the stock of this corporation.
ARTICLE VI
COMMENCING BUSINESS
This corporation will not commence business until consideration of a value
of at least $l,000 has been received for the issuance of shares.
ARTICLE VII
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INTERNAL AFFAIRS
The Directors shall adopt Bylaws which are not inconsistent with law or
these Articles for the regulation and management of the affairs of the
corporation. These Bylaws may be amended from time to time or repealed pursuant
to laws.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The address of this corporation's initial registered office and name of its
original registered agent at such address is:
Richard J. Lawrence
Suite 777
175 South West Temple
Salt Lake City, UT 84101
ARTICLE IX
DIRECTORS
The Board of Directors shall consist of not less than three (3) nor more
than nine (9) members as the Board of Directors may itself from time to time
determine. The names and addresses of persons who are to serve as Directors
until the first meeting of stockholders, or until their successors be elected
and qualify are:
NAME ADDRESS
R. Kirk Blosch 2686 S. Filmore
Salt Lake City, Utah 84106
Jeff W. Holmes 9834 S. Riggs Circle
Sandy, Utah 84092
Richard J. Lawrence 1532 S. Charlene Drive
Bountiful, Utah 84010
ARTICLE X
INCORPORATORS
The name and address of each Incorporator is:
NAME ADDRESS
R. Kirk Blosch 2686 S. Filmore
Salt Lake City, Utah 84106
Jeff W. Holmes 9834 S. Riggs Circle
Sandy, Utah 84092
Richard J. Lawrence 1532 S. Charlene Drive
Bountiful, Utah 84010
<PAGE>
ARTICLE XI
OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this corporation and any other
corporation shall be affected by the fact that a Director or officer of this
corporation is interested in or is a Director or officer of such other
corporation; and any Director, individually or jointly, may be a party to or may
be interested in any corporation or transaction of this corporation or in which
this corporation is interested; and no contract or other transaction of this
corporation with any person, firm or corporation shall be affected by the fact
that any Director of this corporation is a party to or is interested in such
contract, act or transaction or any way connected with such person, firm or
corporation, and every person who may become a Director of this corporation is
hereby relieved from liability that might otherwise exist from contracting with
the corporation for the benefit of himself or any firm, association or
corporation in which he may be in any way interested, provided said Director
acts in good faith.
DATED this 26th day of March, 1985.
/S/ R. KIRK BLOSCH
R. KIRK BLOSCH
/S/ JEFF W. HOLMES
JEFF W. HOLMES
/S/ RICHARD J. LAWRENCE
RICHARD J. LAWRENCE
STATE OF UTAH )
:ss.
COUNTY OF SALT LAKE )
I, THE UNDERSIGNED, a Notary public, hereby certify that on the 26th day
of March, 1985, R. Kirk Blosch, Jeff W. Holmes and Richard J. Lawrence
personally appeared before me who being by me first duly sworn severally
declared that they are the persons who signed the foregoing document as
incorporators and that the statements therein contained are true.
DATED this 26th day of March, 1985.
/S/ VALERIE WANLASS
Notary Public
My commission expires: Residing at:
/S/ 11-21-87 /S/ Salt Lake City, UT
