EFTA00304825.pdf

GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES p Charlotte Amalie, St. Thomas, V.I. 00802 OFFICE OF 52E•1 Estate Thomas THE LIEUTENANT GOVERNOR Charlotte Amalie, St. Thomas US Virgin Islands 00802 Division of Corporation & Trademarks (340) 776-8515 MAY 15, 2007 . CERTIFICATION OF GOOD STANDING This is to certify that the corporation known as JEEPERS, INC. filed Articles of Incorporation in the Office of the Lieutenant Governor on AUGUST 18, 2003 and a Certificate of Incorporation was issued by the Lieutenant Governor on AUGUST 20, 2003 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considered to be in good standing. Denise Johannes Director, Division of Corporation And Trademarks EFTA00304825 09/29/2003 12:20 340-774-2030_ PALL. HOFFMAN PC i'Arst t., ERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STAT ES CHARLOTTE AMALIE, St THOMAS C-819-2003 I, the undersigned. LIEUTENANT GOVERNOR, do hereby certify that JEEPERS, INC. of the Virgin Islands filed in my office on Auciust 18, 2003 as provided for by law, Articles of Incorporation, duly acknowledged : WHEREFORE the persons named in the said Articles, and who have signed the same, and their successors, are hereby declared to be from the date aforesaid, a corporation by the name and for the purposes set forth in said Articles, with the right of succession as therein stated. Witness my hand and the Seal of the Government of the Virgin Islands of the United States, at Char. lotte Amalie, St. Thomas, this 20th day of August, Mt , 200_ Lieutenant Governor (or the Virgin Islands EFTA00304826 09/29/2003 12:20 340-774-2030 PAIL HOFFMAN PC PAGE 03 ARTICLES OF INCORPORAT ION OF o JEEPERS, INC. - 4< We, the undersigned, for the purposes of associating to establish a corpora* transaction of the business and the , n for the promotion and conduct of the objects stated, tinder the provisions and purp oses hereinafter . and subject to the requirements of the law United States (hereinafter called the s of the Virgin Islands of the Virgin Islands), and particularly the Gen of the Virgin Islands (Chapter 1, eral Corporation Law Title 13, Virgin Islands Code), as the sam time to time, do make and file these Arti e may be amended from cles of Incorporation in writing and do cert ify: ARTICLE I The name of the corporation (hereinafter referred to as the "corporation") is JEEPER S, INC. ARTICLE 11 The principal office of the corporation in the Virgin Islands is located at 41-42 Kongens St. Thomas, VI, and the name of the residen Gade, t agent of the corporation at that address is Mignon Weatherly. Barbara ARTICLE Without limiting in any manner the scope and generality of the allowable func corporation, it is hereby provided that the tions of the corporation shall have the following purposes, powers: objects and 1. To engage in any lawful undertaking or busi ness. 2. To engage in any commercial, industrial, agri cultural, marketing. transportation, or service activity, business, or enterprise calc ulated or designed to be profitable to the corporation. 3. To design, develop, manufacture, construct, assemble, install, repair, maintain, prepare and compound and to buy, sell, import, export, and otherwise deal in commercial, industrial, agricultural, or other instruments, appliances, tools, machinery, equipment, pans, supplie s, accessories, devices, preparations, compounds, and articles, and goods, war es, and merchandise of every kind; to maintain and operate laboratories and testing faci lities of every kind and to carry on the business of analysts, testers, examiners, advisors, and technical consultants with respect to materials, equipment, and processe s of every kind and to carry on research and experiments with respect thereto. EFTA00304827 09/29/2003 12:20 340-774-2030 PAUL HUFFMAN PC PAGE 04 Articles of Incorporation Page 2 4. To acquire, bold, maintain, and operate such plants, works buildings, equipment, vehicle hop s, and vessels as may be des s, offices, stores, conduct of the business herein irable for the proper referred to, and to do and perfor may be legally performed by a m every other act that corporation engaged in such bus iness. 5. To apply for, acquire, register, use, hold, sell, assign, or otherw absolutely or by way of lease, ise dispose of (either mortgages, pledge, or license), respect to and otherwise tur to grant licenses with n to account any letters patent of any foreign country, or pen the United States or of ding applications therefor, and improvements, devices, trade secret any inventions, s, formulae, processes, tradem brands, labels, copyrights, and pri arks. trade names, vileges and any right, title, or intere st therein. 6. To purchase, or otherwise acquir e, take by devise, hold, own, mortg enjoy or otherwise turn to acc age, pledge, sell, ount, assign, and transfer and to in goods, wares, and merchandise inv est , trade, and deal , and real and personal property of every kind. 7. To acquire all or any part of the good will, rights, property, and person, funi, association, or cor business of any poration and to pay for the sam or bonds of this corporation or e in cash or in stock otherwise and to hold or in any ma whole or any part of the pro nner dispose of the perty so purchased, and to ass therewith any liabilities of any suc um e in connection h person, firm, association, or conduct in any lawful manner corporation, and to in any place the whole or any par acquired. t of the business thus 8. To purchase, hold, sell, assign, transfer, mortgage, pledge, or oth the shares of the capital stock erwise dispose of of, or any bonds, securities, or indebtedness created by any oth evidences of er corporation or corporations of or any other jurisdiction and, while the Virgin Islands the owner of such stocks, bon evidences of indebtedness, to ds, securities, or exercise all the rights, powers ownership, including the right to and privileges of vote any stock thus owned. 9. To borrow or raise money to any amount permitted by law by the sal bonds, notes, debentures, or oth e or issue of er obligations of any kind and to sec mortgages or other liens upon ure the same by any and all of the property of eve corporation. ry kind of the 10. To enter into and carry out any contracts including entering int partnerships, limited or genera o joint ventures or l, as limited or general partner, or both, for or in EFTA00304828 09/29/2003 12:20 340-774-2030 PAUL. FUFFMAN PC PAGE 05 Articles of incorporation Page 3 relation to the foregoing bus iness with any person, firm government or governmenta , association. corporation, or l agency. 1-Ir To conduct its business in the .Virgin Islands and elsewhere foreign countries and to have in the United States and offices within or outside the purchase, mortgage, and con Vir gin Islands and to hold, vey real and personal proper Virgin Islands. ty within or outside the 12. To do all and everything necessary, suitable and proper any of the purposes or the for the accomplishment of attainment of any of the object the powers herein set forth, s or the exercise of any of either alone or in connection individuals, associations, or cor with other firms, porations in the Virgin Islands United States and foreign cou and elsewhere in the ntries, and to do any other acts appurtenant to or growing out or things incidental or of or connected with the said objects, and powers or any par business, purposes, t thereof not inconsistent with Islands, and to exercise any and the laws of the Virgin all powers now or hereafter con herein or not. ferred enumerated The purposes, objects, and powers by reference to the terms of any specified in this Article shall not other subdivision or of any oth be limited or restricted Incorporation. er Article of these Articles of ARTICLE IV The total number of shares of sto ck which the corporation is aut shares of common stock of no horized to issue is 1,000 par value; no preferred stock is aut horized. The minimum amount of cap ital with which the corporation 31.000.00. will commence business is ARTICLE V The name and place of reside nce of each of the persons for follows: ming the corporation are as Barbara Mignon Weatherly 2-21 Bonne Esperance St. Thomas, Virgin Islands EFTA00304829 09/29/2003 12:20 340-774-2030 PAUL HUH- MAN PC I 'Pa tlb Articles of Incorporation Page 4 Ena Simon 146-100 Anna's Retreat St. Thomas, Virgin Islands Mary R. Weber 22-18 Mandahl St. Thomas, Virgin Islands ARTICLE VI The corporation is to have perpetual existenc e. ARTICLE VU The corporation is to be unlimited in the amo be subject. unt of indebtedness to which it shall at any time ARTICLE VII,[ For the management of the business and for the conduct of the affairs of the corporat in further creation, definition, limi ion, and tation, and regulation of the powers of the corp directors and stockholders, it is further provided orat ion and of its : 1. The number of directors of the corporation shall be fixed by, or in the manner provided in the By-Laws, but in no case sha ll the number be less than three. The directors need not be stockholders. 2. In furtherance and not in limitation of the pow ers conferred by the laws of the Virgin Islands. and subject at all times to the pro visions thereof, the Board of Directors is expressly authorized and empowered: a) ' Subject to the right of a majority of the stoc kholders to amend, repeal, alter or modify the By-Laws at any regular mee ting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any existing law, fixing or altering the management of the property of the corporation, the governing of its affa irs, and the manner of certification and transfer of its stock. b) To authorize and issue obligations of the corp to include therein such provisions oration, secured and unsecured, as to redeemability, convertibility or EFTA00304830 09/29/2003 12:20 340-774-2030 PAUL HOFFMAN PC PAGE 07 Articles of Incorporation Page 5 otherwise, as the Board of Dir ectors in its sole discretion to authorize the mortgaging may determine and or pledging of, and to author executed mortgages and lien ize and cause to be s upon any property of the cor persomil; including after acquir poration, real or ed property. c) To determine whether any, and, if any, what pan of the net corporation or of its net ass profits of the ets in excess of its capital shall dividends and paid to the stockh be declared in olders, and to direct and det and disposition thereof. erm ine the use d) To contract in the name of the cor poration with individual memb Board of Directors in their ind ers of the ividual capacity or as represent firm, association or corporation. atives of any e) To sell or otherwise dispos e of the real or personal pro corporation. perty of the 0 To set apart a reserve or reserv es, and to abolish such reserve to make such other provisions, or reserves, or if any, as the Board of Directors necessary or advisable for worki may deem ng capital, for additions. impro betterments to plant and equipm vements and ent, for expansion of the business corporation (including the acquisitio of the n of real and personal proper purpose) and for any other pur ty for this pose of the corporation. g) To establish bonus, profit-sharin g, pension, thrift and other typ compensation or retirement plans es of incentive, for the officers and employees officers and employees who (including are also directors) of the corpo the amounts of profits to be rat ion and to fix distributed or shared or contrib amounts of the corporation's fun uted and the ds otherwise to be devoted the determine the persons to partici reto and to pate in any such plans and the their respective participation amounts of . h) To issue, or grant options for the purpose of shares of stock of to officers and employees the corporation (including officers and employee directors) of the corporation and s who are also on such terms and conditions of Directors may from time as the Board to time determine. i) To enter into contacts for the management of the business of for terms not exceeding five (5) the corporation years. EFTA00304831 09/29/2003 12:20 340-774-2830 PAUL HOFFMAN PC PAGE 08 Articles of Incorporation Page 6 j) To exercise all the powers of the corporat ion, except such as are conferred by law, or by these Articles of Inco rporation or by the By-Laws of the corporation, upon the stockholders. ARTICLE IX Any person made a party to or otherwis e involved in any action, suit or proceed of the fact that he is or was a dire ing. by reason ctor, resident agent or officer of the corp corporation in which he served as such orat ion or of any at the request of the corporation, shall be inde corporation against any and all amounts mnified by the , costs and expenses, including but not fees, amounts paid upon judgments or awa limi ted to, attorney's rds or in settlements (before or after suit is actually and necessarily incurred by or commenced), imposed upon him in connection with proceeding, or in connection with any app such action, suit or eal therein, except in relation to matters as to be adjudged in such action, suit or proc which it shall eeding, or in connection with any appeal officer or director is liable for wilful mis therein, that such conduct in the performance of his duties. The of this Article shall not be deemed exc provisions lusive of any other rights respecting indemnifica one seeking indemnification may be tion to which entitled and shall not be read to limit or rest provisions of law, nor to further limi rict any applicable t the corporation as respects indemnification respecting indemnification referred to here . The rights in shall inure to the benefit of the heirs, exe administrators of any person entitled to cutors and indemnification. ARTICLEZ The corporation reserves the right to amend, in The Articles of Incorporation in the alter, change, or repeal any provisions con manner now or hereafter prescribed by stat tained conferred upon stockholders herein ute and all rights are granted subject to this reservation. IN WITNESS WHEREOF we have mad e, signed and acknowledged these Arti Incorporation this day of August, 200 cles of 3. Iret. -( -ear2 e€ Barbara Mignon W atherly a l-v5O1.-• EFTA00304832 05/29/2003 12:20 340-774-2030 PAUL HOFFMAN PC HACiL IY3 • Articles of Incorporation Page 7 TERRITORY OF THE VIRGIN ISLANDS ) )ss: DIVISION OF ST. THOMAS & ST. JOHN ) The foregoing instrument was acknowledged before me this if ikday of August, 2003 by Barbara Mignon Weatherly, Ena Simon and Mary R. W Notary Public PAUL NOTARyHOFFMAN PUSUC COMMISSION NO. COMMISSION LNR011-00 ItXPIRSSJUNi27. 2004 EFTA00304833  8869 Qualified Subchapter S Subsidiary Election 1 Fenn (September 2000) 0M8 No. 1545.1700 Oepanment of the treinuT/ Interne ReNnue &ewe (Under section 1361(b)(3) of the Internal Revenue Code) EMI Parent S Corporation Making the Election 1a Name of parent nternIdentgictg number (EIN) Financial Trust Company, Inc. 66-05674 b Number. street. and roan or suite no. (if a P.O. box. see Instructions) 3 Tax year ending (month and day) 6100 Red Hook Quarter, Suite B-3 December City or town, state, and ZIP code 4 Semite center *nom NH return was Mee St. Thomas, ISVI 00802 St. Thomas,USVI 5 Name ol officer or legal representative whom the IRS may cal for more intimation 6 Telephone nu Darren Indyke representative OMR Subsidiary Corporation for Which Election Is Made (For additional subsidiaries, see instructions.) 7a Name of subsidiary 8 EIN (it any) Jeepers , Inc. 66-0629193 b Number, street, end room or suers no. (if a P.O. box, see instructions) 6100 Red Hook Quarter, Suite B-3 tYlV77661 C Cry or roan, stale, and ZIP code 10 Slate of Incorporation St. Thomas, USVI 00802 USVI 11 Date election is to take effect (month, day. Year) (Tee iATINCIOAT) ► 8/18/2003 12 Did the subsidiary previously Se a Federal Income tax return? If Tes; complete lines 13a, 13b, and 13c ▪ Fi vet M No 13a Service center where last return was Nod 13b Tax year ending date attest Li Form 1120 13c Check type of return Net return (month, day, year) El Form 11205 ri Other O. 14 vies the aubsidienfs lest return lied as pall 01 e consolidated return? If 'Yes; complete 15a, 15b, and 15c yea r)n No 15e Name of common parent 15b Ent of common patent 15c Service center whore consolidated return was sled Under penalties of perjury. I declare that I have fnect thls election, Inducring_stiompanylrigrdaand statements, and to the best of my knOefedell and belief, it is true, correct and =mass. Signature of officer of parent corporation ► Title ► President Date". 9 / 2 3 / 0 3 General Instructions • A domestic International sales corporation (DISC) or former DISC. Section tolerances aro to the Internal Revenue Code unless otherwise noted. When To Make the Election Purpose of Form The parent S corporation can make the OSub election at any tirne during the tax year. However, the effective date of the election A parent S corporation uses Form 8869 to elect to treat one or more depends upon when it Is filed. See Effective Date of Election of its eligible subsidiaries as a qualified subchapter S subsidiary on page 2. (OSub). The OSub election results in a deemed liquidation of the subsidiary into the parent. Following the deemed liquidation the Where To File OSub is not treated as a separate corporation; all of the subsidiarys assets, liabilities and items of Income, deduction, and credit we File Form 8869 with the service center where the subsidiary filed its treated as those of the parent. most recent return, However. II the parent S corporation forms a subsidiary, and makes a valid election effective upon formation, Because the liquidation is a deemed liquidation, do not file submit Form 8869 to the service center where the parent S CAUTION a Form 966, Corporate Dissolution or Liquidation. corporation filed its most recent return. However, a final return for me subsidiary may have to be fired it it was a separate corporation prior to the dale of liquidation. Acceptance of Election Eligible Subsidiaries The service center will notify the corporation tl the OSub election is (a) accepted and when it will lake effect; or (b) not accepted. An eligible subsidiary is a domestic corporation whose stock Is The corporation should generally receive a determination on its owned 100% by an S corporation and is not one of the following election within 60 days after it has filed Form 8869. However, if the ineligible corporations: corporation is not notified of acceptance or nonacceptance of its • A bank or thrift institution that uses the reserve method of election within 3 months of the date of filing (dale mailed), take accounting for bad debts under section 585; follow-up action by corresponding with the service center whom the corporation filed the election. • An insurance company subject to tax under the rules of subchapter L of the Code: It the IRS questions whether Form 0869 was filed, on acceptable • A corporation that has elected to be treated as a possessions proof of tiling Is (a) certified or registered mail receipt (timely corporation under section 936; or postmarked) from the U.S. Postai Service, or its equivalent from a designated private delivery service (sec Notice For Paperwork Reduction Act Notice. see back of form. EOM 8869 (9.2000) JSA EFTA00304834 ye/ leittreo on UV PAS Lle DID LUC) /11004 14 08/113/2E183 1 4: 34 3e' -774-203H PAUL HUFTW ' PC PA iE 63 Form 55-4 Application for Employer Identification Number (For use by employer's, corporations, portnershipa, trusts, estates, Chinches EUI dirai #0•W e l (Rev December ;'001) government agencom, Indian tribal entitles, certain individuals, and others.) dope Unarm: of the 'hammy OMB No. 16*74K03 Vettntli Revenue SO Vie* O. Son sreparato instructions for each line. IP keep a copy for your records. 1 I egal name of entity (or individual) for whom the EIN Is being requested -3-e._ eld, 424--$1, rn O._ , 0 Type or print clearly. 2 Trade name of business different from name on line 1) 3 Executor, trustee. 'cars or name 40 Mailing address(room, apt., suite no. and street. box) 5a Street address (if dffielent) (Do not enter a box.) .. 40 X 4b City. &tam and ZIP cede 0 7o ll i — 9 ..2.. t< .,9.-15 e 5b City, state, and ZIP code 5 1: 1-1-1 © onus t V:1; ooray St 0.--t.t r / Viz: a° 8" 42. 5 County and state where printipil business Is_4ated ...5 1 —. nrs ,s7, ors 4 .ffi. i V ,r 7a Name of principal officer, general partner. grantor, owner, or trustee 7b i 7. : iliti I I. Typo of entity (chock only one boil fia 0 Estate (SSN of decedent) U Sole proprietor (SSN) 0 Plan administrator (SSN) CI Partnership 0 Trust (SSN of grantor) prCorpoi aeon (enter form number to be Mod) P 0 National Guard 0 State/local government ID Personal service corp. ❑ Farmers* cooperative 0 Federal governmenUmiKary 0 Church or church-controlled nrganimtion 0 REMIC D Indian tribal eovarnmantztanesprisas 0 Other nonprofit organization (Specify) P Group Exemption Number (GEN) le• 0 Other (specIfy)'ll. 8b If a corporation, name the state Or foreign country State 4 Foreign country Of applicable) where incorporated . V; ri 1 5 9 R for applying (check only ono box) 0 Banking purpose (specify purpose) IP t‘i Started new business (specify type) 0 Changed typo of organization (specify new type) IP °b z ❑ Purchased going business ❑ umployees C