FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JAN 20 1999
No. C1191099
Dean Heller
Dean Heller, Secretary of State
ARTIICLES OF INCORORAIION
OF
AMERICAN COATING TECHNOLOGIES, INC.
The undersigned natural person of the age of eighteen years or more,
acting as Incorporator of a corporation under the provisions of the
Nevada Business Act of the State of Nevada, adopts the following
Articles of Incorporation for such corporation.
ARTICLIE I
NAME
The name of the corporation is American Coating Technologies, Inc.
ARTICLE II
EXISTANCE AND DURATION
The period of duration of this corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
The purpose for which this corporation is organized is to engage in
all lawful business for which corporations may be incorporated
pursuant to the Nevada Business Corporation Act. In furtherance of
its lawful purposes, the corporation shall have and may exercise al
rights, powers and privileges now or hereafter exercisable by
corporations organized under the laws of Nevada. In addition, it may
do everything necessary, suitable, convenient or proper for the
accomplishment of any of its corporate purposes.
ARIICLE IV
CAPITALIZATION
(a) Authorized Shares. The aggregate number of shares which the
corporation shall have the authority to issue is One Hundred Five
Million (105,000,000 shares). One Hundred Million (100,000,000)
shares shall be designated "Common Stock" and shall a par value of
$.001. Five Million (5,000,000) shares shall be designated "Preferred
Stock", and shall have a par value of $.001 per share, and shall be
issued for such consideration, expressed in dollars, as the Board of
Directors may, from time to time, determine.
(b)Consideration for Shares. All shares of Common Stock and Preferred
Stock shall be issued by the corporation for cash, property or
services actually performed, for no less than the par Value Of $.001
for Common Stock and $.001 for Preferred Stock All shares shall be
fully paid and non-assessable.
(c) Issuance of Preferred Stock the Preferred Stock authorized by this
Certificate of Incorporation may be issued from time to time in
series. The Board of Directors of the corporation is authorized to
establish such series, to fix and determine the Variations and the
relative rights and preferences as between series, and to thereafter
issue such stock from time to time. The Board of Directors is also
authorized to allow for conversion of the Preferred Stock to Common
Stock under terms and conditions as determined by the Board of
Directors.
(d) Dividends. Dividends in cash, property or share of the
corporation may be id upon the Common and Preferred Stock, as and when
declared by the Board of Directors, out of funds of the corporation to
the extent, and in the manner permitted by law.
<PAGE>26
(e) Voting Rights & Cumulative Voting. Each outstanding share of
Common Stock shall be entitled to one vote, and each fractional share
of Common Stock shall be entitled to a corresponding fractional vote
on each matter submitted to a vote of shareholders. The voting rights
of Preferred Stock, if any, shall be established by the Board of
Directors at the time such stock is issued in series. Cumulative
voting shall not be allowed in the election of directors of the
corporation
(f) Denial of Preemptive Rights. No holder of any shares of the
corporation, whether now or hereafter authorized, shall have any
preemptive or preferential right to acquire any shares or securities
of the corporation, including shares or securities held in the
treasury of the corporation.
(g) Dissolution or Liquidation. Upon any dissolution or liquidation,
whether voluntary or involuntary, the holders of preferred shares
shall be entitled to receive out of the assets of the Corporation,
whether such assets are capital or surplus, the sum initially paid per
share and a further amount equal to any dividend thereon declared and
unpaid to the date of such distribution, before any payment shall be
made or any assets distributed to the common stock shareholders. Upon
any dissolution or liquidation whether voluntary or involuntary, if
the assets distributed among the holders of preferred shares are
insufficient to permit the payment to such shareholder of the full
preferential amounts, then the entire assets of the Corporation to be
distributed shall be distributed ratably among the holders of
preferred shares and after payment to the preferred shareholders of
such preferential amounts, the holders of common shares shall be
entitled to receive ratably all the remaining assets. A merger or
consolidation of this corporation with or into any other corporation
or corporations shall not be deemed to be a dissolution or liquidation
within the meaning of this provision.
ARTICLE V
INITIAL OFFICE AND AGENT
The address of this corporation's initial registered office is 2800
Cameo Circle, Las Vegas Nevada 89107 and the name of its initial
registered agent is Alvin A. Snaper.
ARTICLE VI
PRINCIPAL OFFICE
The address of the principal office of the corporation is 4066 South
1400 East, Salt Lake City, Utah 84124. The corporation may maintain
such other offices, either within or out of the State of Nevada, as
the Board of Directors may from time to time determine or the business
of the corporation may require.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
The number of directors constituting the initial board of directors of
this corporation is three. The number of directors of this
corporation shall be not less than three, except there need be only as
many directors as there are shareholders in the event that the
outstanding shares are, or initially will be, held of record by fewer
than three shareholders. The names and addresses of the persons who
are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and qualified is;
Alvin A. Snaper
2800 Cameo Circle
Las Vegas, Nevada 89107
David L. Taylor
4974 Gaskill Way
West Jordan, Utah 84088
Stephen W. Brockbank
I 1 74 East 2700 South, Suite 4
Salt Lake City, Utah 84106
<PAGE>27
ARTICLE VIII
INDEMNIFICATION
As the Board of Directors may from time to time, provide in the By-
Laws or by resolution, the corporation may indemnify its officers,
directors, agents and other persons to the full extent permitted by
the laws of the State of Nevada.
ARITCLE IX
INCORPORATOR
The name and address of the incorporator is:
David L. Taylor
4974 Way
West Jordan, Utah 84088
Dated this 8 day of Jan. 1999.
David L. Taylor, Incorporator
STATE OF UTAH
COUNTY OF SALT LAKE
I, Debra A. Boomsua, a Notary Public, hereby certify that David L.
Taylor, known to me to be the person whose name is subscribed to the
annexed and foregoing Articles of Incorporation before me this 8th day
of January 1999, in person and being by me first duly sworn,
acknowledged that he signed the Articles of Incorporation as his free
and voluntary act and deed for the uses and purposes therein set forth
and that statements therein contained are true.
My Commission Expires: 2-6-99
Debra A. Boomsua
3880 5700 E
SLC, UT 84106
