EFTA00304825.pdf

GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES p Charlotte Amalie, St. Thomas, V.I. 00802 OFFICE OF THE LIEUTENANT GOVERNOR Division of Corporation & Trademarks MAY 15, 2007 52E•1 Estate Thomas Charlotte Amalie, St. Thomas US Virgin Islands 00802 (340) 776-8515 . 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 STATES 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 INCORPORATION OF JEEPERS, INC. o - 4 < We, the undersigned, for the purposes of associating to establish a corpora*, n for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated, tinder the provisions. and subject to the requirements of the laws of the Virgin Islands of the United States (hereinafter called the Virgin Islands), and particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ARTICLE I The name of the corporation (hereinafter referred to as the "corporation") is JEEPERS, INC. ARTICLE 11 The principal office of the corporation in the Virgin Islands is located at 41-42 Kongens Gade, St. Thomas, VI, and the name of the resident agent of the corporation at that address is Barbara Mignon Weatherly. ARTICLE Without limiting in any manner the scope and generality of the allowable functions of the corporation, it is hereby provided that the corporation shall have the following purposes, objects and powers: 1. To engage in any lawful undertaking or business. 2. To engage in any commercial, industrial, agricultural, marketing. transportation, or service activity, business, or enterprise calculated 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, supplies, accessories, devices, preparations, compounds, and articles, and goods, wares, and merchandise of every kind; to maintain and operate laboratories and testing facilities of every kind and to carry on the business of analysts, testers, examiners, advisors, and technical consultants with respect to materials, equipment, and processes 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, workshops, offices, stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper conduct of the business herein referred to, and to do and perform every other act that may be legally performed by a corporation engaged in such business. 5. To apply for, acquire, register, use, hold, sell, assign, or otherwise dispose of (either absolutely or by way of lease, mortgages, pledge, or license), to grant licenses with respect to and otherwise turn to account any letters patent of the United States or of any foreign country, or pending applications therefor, and any inventions, improvements, devices, trade secrets, formulae, processes, trademarks. trade names, brands, labels, copyrights, and privileges and any right, title, or interest therein. 6. To purchase, or otherwise acquire, take by devise, hold, own, mortgage, pledge, sell, enjoy or otherwise turn to account, assign, and transfer and to invest, trade, and deal in goods, wares, and merchandise, and real and personal property of every kind. 7. To acquire all or any part of the good will, rights, property, and business of any person, funi, association, or corporation and to pay for the same in cash or in stock or bonds of this corporation or otherwise and to hold or in any manner dispose of the whole or any part of the property so purchased, and to assume in connection therewith any liabilities of any such person, firm, association, or corporation, and to conduct in any lawful manner in any place the whole or any part of the business thus acquired. 8. To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock of, or any bonds, securities, or evidences of indebtedness created by any other corporation or corporations of the Virgin Islands or any other jurisdiction and, while the owner of such stocks, bonds, securities, or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote any stock thus owned. 9. To borrow or raise money to any amount permitted by law by the sale or issue of bonds, notes, debentures, or other obligations of any kind and to secure the same by mortgages or other liens upon any and all of the property of every kind of the corporation. 10. To enter into and carry out any contracts including entering into joint ventures or partnerships, limited or general, 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 business with any person, firm, association. corporation, or government or governmental agency. 1-Ir To conduct its business in the.Virgin Islands and elsewhere in the United States and foreign countries and to have offices within or outside the Virgin Islands and to hold, purchase, mortgage, and convey real and personal property within or outside the Virgin Islands. 12. To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the exercise of any of the powers herein set forth, either alone or in connection with other firms, individuals, associations, or corporations in the Virgin Islands and elsewhere in the United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing out of or connected with the said business, purposes, objects, and powers or any part thereof not inconsistent with the laws of the Virgin Islands, and to exercise any and all powers now or hereafter conferred enumerated herein or not. The purposes, objects, and powers specified in this Article shall not be limited or restricted by reference to the terms of any other subdivision or of any other Article of these Articles of Incorporation. ARTICLE IV The total number of shares of stock which the corporation is authorized to issue is 1,000 shares of common stock of no par value; no preferred stock is authorized. The minimum amount of capital with which the corporation will commence business is 31.000.00. ARTICLE V The name and place of residence of each of the persons forming the corporation are as follows: 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 existence. ARTICLE VU The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be subject. ARTICLE VII,[ For the management of the business and for the conduct of the affairs of the corporation, and in further creation, definition, limitation, and regulation of the powers of the corporation and of its directors and stockholders, it is further provided: 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 shall the number be less than three. The directors need not be stockholders. 2. In furtherance and not in limitation of the powers conferred by the laws of the Virgin Islands. and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: a) ' Subject to the right of a majority of the stockholders to amend, repeal, alter or modify the By-Laws at any regular meeting, 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 affairs, and the manner of certification and transfer of its stock. b) To authorize and issue obligations of the corporation, secured and unsecured, to include therein such provisions 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 Directors in its sole discretion may determine and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages and liens upon any property of the corporation, real or persomil; including after acquired property. c) To determine whether any, and, if any, what pan of the net profits of the corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition thereof. d) To contract in the name of the corporation with individual members of the Board of Directors in their individual capacity or as representatives of any firm, association or corporation. e) To sell or otherwise dispose of the real or personal property of the corporation. 0 To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions. improvements and betterments to plant and equipment, for expansion of the business of the corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the corporation. g) To establish bonus, profit-sharing, pension, thrift and other types of incentive, compensation or retirement plans for the officers and employees (including officers and employees who are also directors) of the corporation and to fix the amounts of profits to be distributed or shared or contributed and the amounts of the corporation's funds otherwise to be devoted thereto and to determine the persons to participate in any such plans and the amounts of their respective participation. h) To issue, or grant options for the purpose of shares of stock of the corporation to officers and employees (including officers and employees who are also directors) of the corporation and on such terms and conditions as the Board of Directors may from time to time determine. i) To enter into contacts for the management of the business of the corporation for terms not exceeding five (5) 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 corporation, except such as are conferred by law, or by these Articles of Incorporation or by the By-Laws of the corporation, upon the stockholders. ARTICLE IX Any person made a party to or otherwise involved in any action, suit or proceeding. by reason of the fact that he is or was a director, resident agent or officer of the corporation or of any corporation in which he served as such at the request of the corporation, shall be indemnified by the corporation against any and all amounts, costs and expenses, including but not limited to, attorney's fees, amounts paid upon judgments or awards or in settlements (before or after suit is commenced), actually and necessarily incurred by or imposed upon him in connection with such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein, that such officer or director is liable for wilful misconduct in the performance of his duties. The provisions of this Article shall not be deemed exclusive of any other rights respecting indemnification to which one seeking indemnification may be entitled and shall not be read to limit or restrict any applicable provisions of law, nor to further limit the corporation as respects indemnification. The rights respecting indemnification referred to herein shall inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification. ARTICLEZ The corporation reserves the right to amend, alter, change, or repeal any provisions contained in The Articles of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upon stockholders herein are granted subject to this reservation. IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of Incorporation this day of August, 2003. 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 HOFFMAN NOTARy PUSUC COMMISSION NO. LNR011-00 COMMISSION ItXPIRSSJUNi27. 2004 EFTA00304833 Fenn 8869 (September 2000) Oepanment of the treinuT/ Interne ReNnue &ewe EMI 1 a Name of parent Financial Trust Company, Inc. Qualified Subchapter S Subsidiary Election (Under section 1361(b)(3) of the Internal Revenue Code) Parent S Corporation Making the Election b Number. street. and roan or suite no. (if a P.O. box. see Instructions) 6100 Red Hook Quarter, Suite B-3 City or town, state, and ZIP code St. Thomas, ISVI 00802 5 Name ol officer or legal representative whom the IRS may cal for more intimation Darren Indyke OMR Subsidiary Corporation for Which Election Is Made (For 7a Name of subsidiary Jeepers , Inc. 1 0M8 No. 1545.1700 66-05674 ntern Identgictg number (EIN) 3 Tax year ending (month and day) December 4 Semite center *nom NH return was Mee St. Thomas,USVI 6 Telephone nu representative additional subsidiaries, see instructions.) 8 EIN (it any) 66-0629193 tYlV77661 b Number, street, end room or suers no. (if a P.O. box, see instructions) 6100 Red Hook Quarter, Suite B-3 C Cry or roan, stale, and ZIP code St. Thomas, USVI 00802 10 Slate of Incorporation 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 13a Service center where last return was Nod 13b Tax year ending date attest return (month, day, year) ▪ Fi vet M No 13c Check type of return Net Li Form 1120 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 15e Name of common parent yea r)n No 15b Ent of common patent 15c Service center whore consolidated return was sled Under penalties of perjury. I declare that I have it is true, correct and =mass. Signature of officer of parent corporation ► fnect thls election, Inducring_stiompanylrigrdaand statements, and to the best of my knOefedell and belief, General Instructions Section tolerances aro to the Internal Revenue Code unless otherwise noted. Purpose of Form A parent S corporation uses Form 8869 to elect to treat one or more of its eligible subsidiaries as a qualified subchapter S subsidiary (OSub). The OSub election results in a deemed liquidation of the subsidiary into the parent. Following the deemed liquidation the OSub is not treated as a separate corporation; all of the subsidiarys assets, liabilities and items of Income, deduction, and credit we treated as those of the parent. Because the liquidation is a deemed liquidation, do not file a Form 966, Corporate Dissolution or Liquidation. However, a final return for me subsidiary may have to be fired it it was a separate corporation prior to the dale of liquidation. CAUTION Eligible Subsidiaries An eligible subsidiary is a domestic corporation whose stock Is owned 100% by an S corporation and is not one of the following ineligible corporations: • A bank or thrift institution that uses the reserve method of accounting for bad debts under section 585; • An insurance company subject to tax under the rules of subchapter L of the Code: • A corporation that has elected to be treated as a possessions corporation under section 936; or Title ► President Date". 9 / 2 3 / 0 3 • A domestic International sales corporation (DISC) or former DISC. When To Make the Election The parent S corporation can make the OSub election at any tirne during the tax year. However, the effective date of the election depends upon when it Is filed. See Effective Date of Election on page 2. Where To File File Form 8869 with the service center where the subsidiary filed its most recent return, However. II the parent S corporation forms a subsidiary, and makes a valid election effective upon formation, submit Form 8869 to the service center where the parent S corporation filed its most recent return. Acceptance of Election The service center will notify the corporation tl the OSub election is (a) accepted and when it will lake effect; or (b) not accepted. The corporation should generally receive a determination on its election within 60 days after it has filed Form 8869. However, if the corporation is not notified of acceptance or nonacceptance of its election within 3 months of the date of filing (dale mailed), take follow-up action by corresponding with the service center whom the corporation filed the election. It the IRS questions whether Form 0869 was filed, on acceptable proof of tiling Is (a) certified or registered mail receipt (timely 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. JSA EOM 8869 (9.2000) EFTA00304834 ye/ leittreo on UV PAS Lle DID LUC) 08/113/2E183 1 4: 34 3e' -774-203H PAUL HUFTW ' PC 1/411004 PA iE 63 Form 55-4 (Rev December ;'001) dope Unarm: of the 'hammy Vettntli Revenue SO Vie* Application for Employer Identification Number (For use by employer's, corporations, portnershipa, trusts, estates, Chinches government agencom, Indian tribal entitles, certain individuals, and others.) O. Son sreparato instructions for each line. IP keep a copy for your records. EUI dirai #0•W e l OMB No. 16*74K03 Type or print clearly. 1 I egal name of entity (or individual) for whom the EIN Is being requested -3-e._ eld, 424--$1, rn O._ , 2 Trade name of business 0 different from name on line 1) 3 Executor, trustee. 'cars or name 40 Mailing address(room, apt., suite no. and street. box) .. 40 X 0 7 o 5a Street address (if dffielent) (Do not enter a box.) ll i — 9 ..2.. t< .,9.-15 e 4b City. &tam and ZIP cede 51: 1-1-1 © onus t V:1; ooray 5b City, state, and ZIP code St 0.--t.t r/ Viz: a° 8" 42. 5 County and state where printipil business Is_4ated ...5 1 —. nrs ,s7, .ffi. ors 4 i V ,r 7a Name of principal officer, general partner. grantor, owner, or trustee i 7 . : iliti I I. 7b fia Typo of entity (chock only one boil 0 U Sole proprietor (SSN) 0 Estate (SSN of Plan administrator Trust (SSN of grantor) National Guard Farmers* cooperative REMIC Exemption Number decedent) (SSN) CI Partnership 0 prCorpoi aeon (enter form number to be Mod) P 0 0 State/local 0 Federal D Indian (GEN) le• government governmenUmiKary tribal eovarnmantztanesprisas ID Personal service corp. K 0 Church or church-controlled nrganimtion 0 0 Other nonprofit organization (Specify) P Group 0 Other (specIfy)'ll. 8b If a corporation, name the state Or foreign country Of applicable) where incorporated . State V; ri 1 5 4 Foreign country 9 R for applying (check only ono box) 0 Banking purpose t‘i Started new business (specify type) 0 Changed typo of ° b z K Purchased going (specify purpose) organization (specify business (specify type) Si- plan (specify IP new type) IP K umployees Check the box and see aria 12.) 0 Created a trust K Compliance with IRS withholding regulations K Created a pension O Other (spec)► typo) IP 10 Data business nett acquit (month. day. year) 11 Closing month of accounting year e tr v() . 12 First date wages a annuidis were paid or will be paid (month, day. yaw). Note If applicant h a first be prid to nonresident alien. (month day, yowl ► enter data ire some withholding agent ri 13 Highest number of employees expected in the next 12 months. Note: If the applicant noes net expect to hove any employees during the period, anew " ► Agricultural 0 Household 0 Other 14 Check ono box that best describes the principal activity of your business. 0 Health one & soda( assistance 0 Wholesale-agenthims K constngton (TI Renal 8 leasing CI TransPartiteP0R awafelmaffilffi K ACCrenmodritiOn a food Sendai El Wholesale-other II I Retail 0 Real tstate 0 Manufacturing 'S rinenCe 6 Insurance 0 Other (specify) 15 Indicate principal line of merchandise sold: specific construction work done; products produced: or services provided. 16a Has the applicant ever applied for an employer Identification number for this or any other business? . . . Note: if 'yes," please complete lines 16b and 76c. v.„, No lob if you checked -Yee on line 16a, give appkanes legal name arid trade name shown on prior application If different from line 1 or 2 above. Legal name IP Trade name ► 160 Approximate date whop, and city and state where. the application was bbd. Enter previous employer Identification number if km v.n. appro:dmow date when filed (me.. day. yballI City and state where filed 'Preview. Lite Third Party Designee Complete this section only ii you want to authoilze the named lade/Wool to receive the enebot untranna's name IN one answer Questions about the COMPIction thla t Ires Address and LIP code Onente's trtitteree number (1n* k tat Ends) UtSignaoll fax Mat{ 0rtat [II OHM coat) 1 POW' penalties of wort I deem inn 1 babe eminent IM toraration, web the beater wy lamidadoe Did DUId, It lo Irue, coned, end complete. re—eydene-s) _rev Nitrite end Mtn (type or paint clean° Pr. ..5 7t r Signalwe► Ller44.1.2 4 4ta- & ta r erw oveme.. OttAttottnn Ane Notice. can "mums. ;nuns:glans. Cat No. Ar EFTA00304835 CERTIFICATE OF APPOINTMENT OF RESIDENT AGENT OF JEEPERS. I, Jeffrey Epstein, President ofJeepers, Inc. ("The Corporation") certify that the board of directors of the Corporation on June 23, 2005, did unanimously consent to the adoption of the following resolution: RESOLVED, that Maria Tankenson Hodge, 1340 Taameberg, St. Thomas, Virgin Islands, (340) 774-6845, be and hereby is duly appointed to serve as resident agent for service of legal process in the U.S. Virgin Islands with full authority to accept the service of legal process on behalf of the Corporation. DATED: Totnet D31 a °Co A TRUE COPY ATTES Cecile DeJongh, S cmt eC; EFTA00304836 UNANIMOUS CONSENT OF BOARD OF DIRECTORS OF IN LIEU OF MEETING The Board of Directors of Jeepers, Inc. (hereinafter "the Corporation") pursuant to the provisions of Title 13 VIC 67b, unanimously consented to the following action, on this saj day of June, 2005. In accord with the provisions of Title 13 VIC Section 52, it is hereby RESOLVED, that Maria Tankenson Hodge, 1340 Taarneberg, St. Thomas, Virgin Islands 00802, (340) 774-6845, be and hereby is duly appointed to serve as resident agent for service of legal process in the U.S. Virgin Islands with full authority to accept the service of legal process on behalf of the Corporation. Dated the *a day of 1/4.3-O KA. 2005 Jeffrey E. Epst rector \aka.-- V- 4 L -e27-4- Darren Indyke, Director EFTA00304837 Consent ot Agent for Service of Process 0 This writing witnesseth that the undersigned Barbara Mignon Weatherly having been designated by the (Type or print agent's name) GEEPERS, INC. Name of Corporation as agent of the said company upon whom service of process may be made in all suits arising against the said company in the Courts of the Virgin Islands, do hereby consent to act as such agent, and that service of process may be made upon me in accordance with Title 13 of the Virgin Islands Code. IN WITNESS WHEREOF, I have hereunto set my signature this day of August, 2003 Subscribed and sworn to before me this at St. Thomas, Z-10-4 7-0Z 0";17i9-7— (SignatureProi Agent) day of . August ,. .200.3 (Notary Public) PAUL HOFFMAN NOTARY PUBLIC COMMISSION NO. LNR011.00 COMMISSION EXPIRES ,TUNE 27.2004 EFTA00304838