ACTION OF BOARD OF DIRECTORS OF

BARE KNUCKLE SCREEN PRINTING & DESIGN, INC.

WITHOUT ORGANIZATIONAL MEETING
Consent to Action
The undersigned, Laura A. Platon and Jeremiah J. Walker, being the
present Directors of Barc Knuckle Screen Printing & Design, Inc., a Texas
corporation, and being all of the Directors named in the corporation's Articles of
Incorporation filed with the secretary of state of the state of Texas on January
14 ,2008, consent, by this writing, to take the following action, to adopt the
following resolutions, and to transact the following business of the corporation:
Officers
RESOLVED, that the following persons are elected to the offices set forth
opposite their names.
Name Office
Laura A. Platon President and Treasurer
Jeremiah J. Walker a/k/a
Jay White Secretary and Vice-President
Articles
RESOLVED, that the copy of the Articles ofIncorporation attached hereto
is a hue copy of the Articles of Incolporation of this corporation filed with the
secretary of state of the state of Texas on January 14 ,2008, and that this copy
and the Certificate ofIncOlporation shall be retained in the corporate records.
Bylaws
RESOLVED, that the Bylaws appearing in that celiain document hereto
attached entitled "BARE KNUCKLE SCREEN PRINTING & DESIGN, INC."
are adopted as the Bylaws of this corporation;
RESOLVED FURTHER, that the Secretary of the cOlporation is ordered to
certify a copy of those Bylaws and maintain them in the principal office of the
corporation for the transaction of its business, open for inspection by the
shareholders at all reasonable times during office hours, and that, in cel1ifying
those Bylaws, the Secretary shall state in his or her certificate that the Bylaws
were adopted by the unanimous written consent of the Directors without a meeting
as authorized by the law ..
Seal
RESOLVED, that a corporate seal, an impression of which appears on the
margin of this page, is adopted as the seal of the corporation.
Share Certificates
RESOLVED, that share celiificates, in the form of the share certificate
attached, is adopted by the corporation to represent shares of its capital stock, and
that certificates shall be issued only if signed by the President and Secretary with
the corporate seal affixed thereto.
Issuance of Shal'es
RESOLVED, that the corporation issue 1000 of its shares in exchange for
cash at a price of $1.00 per share to the following named persons in the amounts
set forth opposite their respective names:
Name of Shareholder
Laura A. Platon
Jeremiah J. Walker
Number of Shares
1000
1000
RESOLVED, that the aforesaid shares of stock shall, to the extent possible,
be issued in accordance with the provisions of Section 1244 of the Intemal
Revenue Code and the rules and regulations thereunder.
Receipt of Required Capital for Transaction of Business
RESOLVED, that this corporation acknowledges receipt of initial capital of
the value of $1000.00, consisting of $1000.00, as consideration for the issuance of
shares.
Election as Small Business Corporation
RESOLVED, that the corporation shall elect to be taxed as an S corporation
for income tax purposes under the provisions of Section 1362 of the Intemal
Revenue Code, and that the proper officers of the corporation are authorized and
directed to evidence that election by completing and filing the fon11s attached to
this written consent with the Internal Revenue Service.
Bani, Account
RESOLVED, that this organization establish in its name one or more
deposit accounts with the which is referred to in this consent
as the "Bank," on such terms and conditions as may be agreed on with the Bank,
and that the President of this organization is authorized to establish such an
account;
Dated:
-----
Laura A. Platon, Director
Jeremiah J. Walker, a/k/a
Jay White, Director
BYLAWS OF BARE KNUCKLE SCREEN PRINTING & DESIGN, INC.
ARTICLE 1
REGISTERED OFFICE AND AGENT
Registered Office
1.01. The registered office of the corporation is located at 1811 0 Somerset KnoUs,
Houston, TX 77094.
Registered Agent
1.02. The name of the registered agent of the corporation at its registered office is Laura
A. Platon
SHAREHOLDERS' MEETINGS
Place of Meetings
ARTICLE 2
2.01. All meetings of the shareholders will be held at the registered office of the
corporation, or any other place within or outside Texas, as may be designated for that
purpose fi'om time to time by the Board of Directors.
Time of Annual Meeting
2.02. The atlliual meetings of the shareholders will be held each year on the fourth
Wednesday of November or at a date and place to be designated by the Board of
Directors.
Notice of Meeting
2.03. Notice of the meeting, stating the place, day, and hour of the meeting, and, in case
of a special meeting, the purpose or pUlposes for which the meeting is called, will be
given in writing to each shareholder entitled to vote at the meeting at least 10 but not
1110re than 60 days before the date of the meeting either personally or by mail, addressed
to the shareholder at his or her address as it appears on the share transfer records of the
corporation, with postage on the notice prepaid. Notice of adjourned meetings is not
necessary unless the meeting is adjourned for 30 days or more, in which case notice of
the adjoul1led meeting will be given as in the case of any special meeting.
Special Meetings
2.04. Special meetings of the shareholders for any pUlpose or pUlposes whatsoever may
be called at any time by the President, or by the Board of Directors, or by any two or
more Directors, or by one or more shareholders, the aggregate of whose shares comprise
not less than 10 percent or other percentage of shares not greater than 50 percent of all
the shares entitled to vote at the meeting.
QUOlUll1
2.05. With respect to any matter, the presence of the holders of a majority of the shares
entitled to vote on that matter, either in person or by proxy, constitutes a quorum for the
transaction of business. Once the presence of a quolUm has been confinned, business
may continue despite any failure to maintain a quorum during the remainder of the
meeting or the refusal of any shareholder to vote.
Voting
2.06. Only persons listed as shareholders on the share records of the cOlporation on the
record date are entitled to vote at the meeting. The record date is the date on which notice
of the meeting is mailed, unless some other day is fixed by the Board of Directors for the
detennination of shareholders of record. Each shareholder is entitled to one vote for each
share of stock having voting power registered in his name on the books of the
corporation. Voting for the election of Directors will be by voice unless any shareholder
demands a ballot vote before the voting begins.
Proxies
2.07. Every person entitled to vote or execute consents may do so either in persoll or by
proxy executed in writing by the shareholder or his or her duly authorized attorney in
fact.
Consent of Absentees
2.08. No defect in the calling or noticing of a shareholders' meeting will affect the
validity of any action at the meeting if a quorum was present, and if each shareholder not
present in person or by proxy signs a written waiver of notice, consent to the holding of
the meeting, or approval of the minutes, either before or after the meeting, and those
waivers, consents, or approvals are filed with the corporate records or made a part of the
minutes of the meeting.
Action Without Meeting
2.09. Action may be taken by shareholders without a meeting if each shareholder entitled
to vote signs a written consent (0 the action and the consents are filed with the Secretary
of (he cOlporation.
DIRECTORS
Powers
ARTICLE 3
3.01. The Directors may act only as a board, and an individual Director has no power as
such. All cOlporate powers of the cOllloration will be exercised by the Board of Directors
or under its authority, and the business and affairs of the corporation will be controlled by
the Board of Directors, subject, however, to limitations that are imposed by law, the
Articles of IncOlporation, or these Bylaws, as to actions to be authorized or approved by
the shareholders. The Board of Directors may, by contract or otherwise, give general or
limited or special power and authority to the officers and employees of the corporation to
transact the general business, or any special business, of the cOlporation, and may give
powers of attomey to agents of the cOllloration to transact any special business requiring
that authorization.
Number and Qualification of Directors
3.02. The authorized number of Directors of this corporation are two. The Directors need
not be shareholders of this corporation or residents of Texas. The number of Directors
may be increased or decreased from time to time by amendment to these Bylaws, but no
decrease may have the effect of shortening the tenll of any incumbent Director. Any
directorship to be filled by reason of an increase in the number of Directors will be filled
either by election at an annual meeting or at a special meeting of shareholders called for
that purpose, or by the Board of Directors for a term of office continuing only until the
next election of one or more Directors by the shareholders, provided that the Board of
Directors may not fill more than two such directorships during the period between any
two successive ml11ualmeetings ofthe shareholders.
Election and Tenll of Office
2
3.03. The Directors will be elected atmually by the shareholders entitled to vote, and will
hold office until their respective successors are elected, or until their death, resignation,
or removal.
Vacancies
3.04. Vacancies on the Boatd of Directors may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director. The shareholders
may elect a Director at any time to fill any vacancy not filled by the Directors. A majority
ofthe incorporators may elect a Director to fill any vacancy not filled by the Directors if
the vacancy occurs in the initial Board of Directors before the issuance of shares.
Removal of Directors
3.05. The entire Board of Directors or any individual Director may be removed from
office with or without cause by vote of the holders of a majority of the shares entitled to
vote for Directors, at any meeting ofthe shareholders called expressly for that purpose.
Place of Meetings
3.06. All meetings of the Board of Directors will be held at the registered office of the
corporation or at a place within or outside Texas that may be designated from time to
time by resolution of the Board or by written consent of all ofthe members ofthe Board.
Regular Meetings
3.07. Regular meetings of the Board of Directors will be held, without call or notice,
immediately following each annual meeting of the shareholders of the corporation, and at
other times as the Directors may determine.
Special Meetings--Call and Notice
3.08. Special meetings of the Board of Directors for any purpose may be called at any
time by the President or, if the President is absent or unable or refuses to act, by any Vice
President or any two Directors. Written notices of the special meetings, stating the time
and in general terms the purpose or purposes thereof, will be mailed or personally
delivered to each Director not later than the day before the day appointed for the meeting.
Quorum
3.09.A majority of the authorized number of Directors is necessary to constitute a
quorum for the transaction of business, except to adjourn as provided in Paragraph 3.11,
below. Every act or decision done or made by a majority of the Directors present at a
meeting at which a quomm is present will be regarded as the act of the Board of
Directors, unless a greater number is required by law or by the Articles ofIncorporation.
Board Action Without Meeting
3.10. Any action required or pelmitted to be taken by the Board of Directors may be
taken without a meeting, and with the same force and effect as a unanimous vote of
Directors, if all members of the Board individually or collectively consent in writing to
the action.
Telephone Meetings
3.11. Any meeting of the Board of Directors may be held by telephone conference call in
which all or some to the Directors are not physically present at the place of the meeting,
but all participate in the conduct of the meeting by telephone. For the purpose of
determining the presence of a quomm and for all voting purposes at such meeting, all
participating Directors are considered present and acting.
Adjoul1mlent --Notice
3
3.12. A quorum of the Directors may adjourn any Directors' meeting to meet again at a
stated hour on a stated day. Notice of the time and place where an adjourned meeting will
be held need not be given to absent Directors if the time and place is fixed at the
adjourned meeting. In the absence of a quol1lm, a majority of the Directors present at any
Directors' meeting, either regular or special, may adjourn from time to time until the time
fixed for the next regular meeting ofthe Board.
Conduct of Meetings
3.13. The President or, in the President's absence, any Director selected by the Directors
present, will preside at meetings of the Board of Directors. The Secretary of the
corporation or, in the Secretary's absence, any person appointed by the presiding officer,
will act as Secretary of the Board of Directors.
3.14. Directors and members of committees will receive compensation, if any, for their
services, and reimbursement for expenses, as may be fixed or detennined by resolution of
the Board.
Indemnification of Directors and Officers
3.15. The Board of Directors may authorize the corporation to pay expenses incurred by,
or to satisfy a judgment or fine rendered or levied against, present or fonner Directors,
officers, agents, or employees ofthe corporation as provided by law.
ARTICLE 4
OFFICERS
Title and Appointment
4.0 I. The officers of the corporation will be a President, Vice President, a Secretary, and
a Treasurer, and such assistants and other officers as the Board of Directors from time to
time determines. All offices may be held by one person. All officers will be elected by
and hold office at the pleasure of the Board of Directors, which will fix the compensation
and tenure of all officers.
Powers and Duties of Officers
4.02. The officers ofthe cOlporation will have the powers and duties generally ascribed to
the respective offices, and additional authority or duty as may from time to time be
established by the Board of Directors.
ARTICLES
EXECUTION OF INSTRUMENTS
5.0 I. The Board of Directors may, in its discretion, authorize an officer or officers, or
other person or persons, to execute any cOlporate instrument or document, or to sign the
corporate name without limitation, except where othelwise provided by law. The
execution or signature will be binding on the cotporation.
ARTICLE 6
ISSUANCE AND TRANSFER OF SHARES
Requirement of Payment for Shares
6.01. Certificates for shares of the corporation will be issued only when consideration for
the shares has been fully paid.
4
Share Certificates
6.02. The corporation will deliver certificates representing all shares to which
shareholders are entitled, which shall be in the form and device that the Board of
Directors may provide. Each certificate will bear on its face the statement that the
corporation is organized in Texas, the name of the corporation, the number and class of
shares and series, and the par value or a statement that the shares are without par value.
The certificates will be signed by the President or a Vice President and the Secretary or
an Assistant Secretary, and the seal of the corporation will be affixed to the certificate.
The signatures may be in facsimile. The certificates will contain on the faces or backs all
recitations or references required by law.
Replacement of Certificates
6.03. No new certificates will be issued until the former certificate for the shares
represented them by have been surrendered and cancelled, except in the case of lost or
destroyed celtificates for which the Board of Directors may order new certificates to be
issued on such tenns, conditions, and guarantees as the Board may see fit to impose,
including the filing of sufficient indemnity.
Transfer of Shares
6.04. Shares of the corporation may be transferred by endorsement by the signature of the
owner or the owner's agent, attorney, or legal representative, and the delivery of the
certificate. The transferee in any transfer of shares will be deemed to have full notice of,
and to consent to, the Bylaws of the corporation to the same extent as if he or she had
signed a written assent.
Share Transfer Restrictions--Right of First Refusal
6.05. Void Transfers
No holder of shares of the corporation may sell or othelwise dispose of his or her shares,
or any right or interest in them, without first offering to sell them to the corporation and
the other shareholders in the marmer set forth in this Paragraph. Any sale or other
disposition ofthe shares in violation ofthe provisions ofthis Paragraph is null and void.
6.06. Notice ofIntent to Sell
Any shareholder desiring to sell or othelwise dispose of all or any part of his or her
shares in the corporation, or of an interest in them, must give written notice of that fact to
the corporation. The notice must be given by registered or celtified mail, return receipt
requested, addressed to the Secretary of the corporation at the cOlporation's principal
offICe or delivered in person to the Secretary of the corporation. The notice must
designate the number of shares to be sold, the name of the proposed purchaser, if any, the
price per share agreed on in good faith between the shareholder and the proposed
purchaser, if any, and the total amount thereof. If there is no proposed purchaser, the
notice must designate the price per share at which the shareholder offers to sell and the
total amount thereof, and the terms on which the shareholder intends to make the sale.
6.07. Offer by COlporation
Within 30 days after receipt by the corporation of the notice, if the corporation desires to
purchase all or some of the shares, it must mail or deliver to the offering shareholder a
written offer to purchase the shares at the price and on the terms stated in the notice.
6.08. Notification to Shareholders
If the cOlporation elects within the 30-day period mentioned above to purchase none or
fewer than all of the shares so offered, the Secretary must, at the termination of that 30-
5
day period, mail or deliver to each of the other shareholders of record a notification
specifying the number of shares remaining to be sold, the price per share, and the terms
on which the offering shareholder intends to make the sale, and the name of the proposed
purchaser, if any, or, if none, a statement of that fact. This notification may be delivered
to the shareholders personally or may be mailed to the last known addresses of the
shareholders, as the same may appear on the books of the cotporation.
6.09 Offer by Shareholders
Within 20 days after the mailing or delivering of the notification to the other
shareholders, any shareholder or shareholders desiring to purchase auy part or all of the
shares referred to in the notification must deliver by mail or otherwise to the Secretary of
the cotporation a written offer or offers to purchase a specified number of the shares at
the price and on the temlS stated in the notification.
6.10. Pro Rata Allocation of Shares
If the total number of shaTes specified in the offers fiom the shareholders exceeds the
number of shares referred to in the notification, the shares to be sold will be allocated
among the offering shareholders pro rata to the number of shares owned by each such
shareholder.
6.11. If all the shares referred to in the notification are not disposed of under the
apportiotlllent provided in Article 6.10, each shareholder desiring to purchase more than
his or her pro rata amount, as provided above, will be entitled to purchase the proportion
of the remaining shares as the total number of shares that he or she holds bears to the total
number of shares held by all the shareholders desiring to purchase additional shares, or
all of the remaining shares ifthere is no other shareholder desiring to purchase additional
shares.
6.12. Release of Restriction
Unless all of the offered shares have been purchased by the cotporation or by the
shareholders or by both within a period of 60 days after the mailing or delivery of the
notice to the Secretary required by Atlicle 6.06, all the offered shares will be released
from these restrictions; provided, however, that the shares will be released solely for the
purpose of the proposed sale or other disposition in the total amount specified and at the
price specified in the notice to the Secretary, or at a greater price than that specified; and
provided further that the sale or other disposition be completed within 30 days after the
60-day period referred to above. After completion of the sale or other disposition, or after
the expiration of the 30 days within which the sale or disposition must be completed,
whichever occurs first, the shares will again be and remain subject to the restrictions on
sale or other disposition imposed by this Paragraph.
6.13. Transfer Restrictions Endorsed 011 Share Certificates
On the back of each share certificate will appear a conspicuous statement that the shares
are subject to cellain restrictions on transfer set forth in full in the Bylaws of the
corporation, and that a copy of that document is available to the holder of the certificate
at no charge on written request to the cotporation at 1811 0 Somerset Knolls, Houston,
TX 77520.
6.14. Restrictions Binding on Heirs, Successors, and Permitted Assigns
All the terms, conditions, and provisions of this Paragraph restricting the sale or other
disposition of shares of the cotporation, or of an interest in them, will apply to and bind
the heirs, successors, or assigns of each of the owners or holders of any of those shares.
6
6.15. Sale or Transfer of Shares With Shareholders' Written Assent
Notwithstanding anything in these Bylaws to the contrary, any or all shares of the
corporation may be sold, transferred, or othClwise disposed of, or hypothecated without
restriction, provided written assent or approval of the proposed sale, transfer, other
disposition, or hypothecation is obtained and signed by the holders of not less than
all of the shares of this cOlporation entitled to vote. All consents or approvals must be
filed with the Secretary ofthe corporation.
6.16. Required Price on Sale of Shares
If any shareholder proposes to sell or othelwise dispose of all or any part of his or her
shares, the shareholder must sign and deliver to the cOlporation a written notice stating
the desire to sell and dispose ofthe designated number of shares. The shareholder and the
corporation will then fix a price per share computed by determining the fair market value
of the net assets of the corporation (excluding" goodwill") as of thc date of the notice,
and multiplying the resulting figure by a fraction, the numerator of which is one and the
denominator of which is the number of common shares of the corporation issued and
outstanding as of the date of the notice. If the shareholder and the cOlporation cannot
agree on the price per share, computed as stated above, the shareholder and the
corporation will each appoint an independent arbitrator. If either the shareholder or the
corporation fails to appoint an arbitrator, the arbitrator appointed by the other will have
power to act alone. The arbitrators or arbitrator thus selected will detem1ine the price per
share computed as stated above, and that detennination will, in the absence of fraud or
mistake of fact, be final and conclusive on the parties. If the two arbitrators calmot agree
on the price per share, the two arbitrators will appoint a third arbitrator. The third
arbitrator will receive the advice and counsel of the two previously appointed arbitrators,
but the decision of the third arbitrator acting alone, as to the price per share computed as
stated above, will, in the absence of fraud or mistake, be final, binding, and conclusive on
the parties.
ARTICLE 7
ESTABLISHMENT OF SERIES
7.01. In accordance with the authorization and limitations contained in the Articles of
Incorporation, the Directors may establish a series of unissued shares of any class by
adopting a resolution setting forth the designation of the series and fixing and
detel1l1ining the designations, preferences, limitations, and relative rights, including
voting rights, of the shares of the series. The Directors will cause the cOlporation to file
with the Secretary of State any statement required by law in cOimection with the
establislm1ent of the series.
7.02. The Directors may increase or decrease the number of shares of any series by
adopting a resolution fixing and detenl1ining the new number of shares of each series in
which the number of shares is increased or decreased. The Directors will cause the
corporation to file with the Secretary of State any statement required law in connection
with increase of decrease. The Directors may not decrease the number of shares within a
series to less that the number of shares then issued within the series. The shares by which
a series is decreased will resume the status of authorized but unissued shares of the class
of shares from which the series was established.
7
RECORDS AND REPORTS
Inspection of Books and Records
ARTICLE 8
8.01. All books and records provided for by statute will be open to inspection of the
shareholders fi-om time to time and to the extent expressly provided by statute, and not
otherwise. The Directors may examine the books and records at all reasonable times for
any purpose reasonably related to their service as Directors.
Closing Stock Transfer Books
8.02. The Board of Directors may, in its discretion, close the share transfer books for a
period not exceeding 60 days preceding any meeting, arumal or special, of the
shareholders, or the day appointed for the payment of a dividend. If the share transfer
books are closed for the purpose of determining shareholders entitled to notice of, or to
vote at, a meeting of shareholders, the records must be closed for at least 10 days
iImnediately preceding the meeting.
AMENDMENT OF BYLAWS
Amendment by Board of Directors
ARTICLE 9
9.01. The Board of Directors has the power to amend or repeal these Bylaws, or to adopt
new bylaws, unless the shareholders, in amending, repealing, or adopting a particular
bylaw, expressly provide that the Board of Directors may not amend or repeal that bylaw.
Amendment by Shareholders
9.02 Notwithstanding the powers conferred on the Board of Directors by Paragraph 8.01,
above, the shareholders may amend or repeal these Bylaws, or adopt new bylaws, unless
the Articles of Incorporation or a bylaw adopted by the shareholders provides otherwise
as to all or some portion ofthe Bylaws.
Adopted by the Board of Directors on ________ ,,2008.
Attest:
-,------,-----
J ercmiah J. Walker, aile! a Jay White, Secretary
8
Laura A. Platon, Director
Jeremiah J. Walker, aIkIa Jay White,
Director
CATLETT AND ASSOC
2553
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Aot No1lco, (lee eeparoto Instructlone. Cot Nf,) , 1882011 FOlm 2553 IRIJV. 1:?200t1
f'iO IRSDEPARTHENT OF THE TREASURY
INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023
BARE KNUCKLE SCREEN PRINTING &
DESIGN INC
18110 SOHERSET KNLS
HOUSTON, TX 77094
Date of this notice: 01-15-2008
----
Employer Identification Number:
26-1752307
Form: S8-4
Number of this notice: CP 575 A
For assistance you may call us at:
1-800-829-4933
IF YOU WRITE, ATTACH THE
STUB AT THE E:ND OF THIS NOTICE.
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
Thank you for applying for an Employer Identification Number (EIN). We assigned
you EIN 26-1752307,_ This EIN will identify your business account, tax returns, and
even if you have no employees. Please keep this notice in your permanent
records.
When filing tax documents, please use the label we provided. If this isn't
possible, it is very important that you use your EIN and complete name and address
exactly as shown above on all federal tax forms, payments, and related correspondence.
Any variation may cause a delay in processing! result in incorrect information in your
account! or even cause you to be assigned more than one EIN. If this information
isn1t correct as shown abovet please correct it using the tear of.f fJtub from this notice
and return it to us so we can correct your account.
Based on the information from you or your representative
t
you must file the
following form(s) by the date(s) shown.
Form 1120 03/15/2009
If you have questions about the form{s) or the due date(s) shown, you can call
or write to us at the phone number or address at the top of this notice. If you need
help in determining what your tax year is, see Publication 538, Accounting Periods
and Methods, available at your local IRS office or you can download this publication
from our website at www.irs.gov.
We assigned you a tax classification based on information obtained from you or
your representative. It is not a legal determination of your tax classification,
and is not binding on the IRS. If you want a legal determination on your tax
classification, you may request a private letter ruling from the IRS under the
guidelines in Revenue Procedure 2004-1,2004-1 I.R.B. 1 (or superseding Revenue
procedure for the year at issue.)
(IRS USE ONLY) 575A 01-15-2008 BARE B 9999999999 SS-4
If you're required to deposit for employment taxes (Forms 941, 943, 940, 944, 945,
CT-l, or 1042), excise taxes (Form 720), or income taxes (Form 1120), you will receive
a Welcome Package shortly, which includes instructions for making your deposits
electronically through the Electronic Federal Tax Payment System A Personal
Identification Number (PIN) for EFTPS will also be sent to you under separate cover.
Please activate the PIN once you receive it, even if you have requested the services
of a tax professional or representative. For more information about EFTPS, call
1-800-829-3676 and request Publication 966, Electronic Choices to Pc\y All Your Federal
Taxes or visit the IRS website and click on the link for "Electronic IRS" located on
the home page. If you need to make a deposit before you receive your Welcome Package,
please visit an IRS taxpayer assistance center to obtain a Federal Tax Deposit Coupon,
For.m 8109-B. To locate the taxpayer assistance center nearest you, visit the IRS
website at http://www.irs.gov/localcontacts/index.html. Note: You will not be able to
obtain Form 8109-B by calling 1-800-829-TAXFORMS (1-800-829-3676).
The IRS is committed to helping all taxpayers to comply with their tax filing
Obligations. If you need help completing your returns or meeting your tax obligations,
Authorized e-file Providers, such as Reporting Agents (payroll service providers)
are available to assist you. Visit the IRS website at www.irs.gov for a list. of
companies that offer IRS e-file for business products and services. The list provides
the addresses and telephone numbers, including links to their websites. You can also
download IRS forms, publications, revenue procedures, and other information from this
website.
IMPORTANT REMINDERS:
*
Keep a copy of this notice in your permanent records.
*
Use this EIN and your name exactly as they appear at the top of this notice on
all your federal tax forms.
*
Refer to this EIN on your tax related correspondence and documents.
If you have questions, you can call or write to us at the phone number or address
at the top of this notice. If you write, please tear off the stub at the end of this
notice and send it along with your letter. Thank you for your cooperation.
Note:
Fornl 2553,
website at
Note:
Form 8832,
if you are
If you elect to change your corporation to an S corporation, you must file
Election by a Small Business Corporation. Tax forms are available at the IRS
www.irs.gov or by calling
If you elect to change your business to a corporation, you may need to file
Entity Classification Election. See instructions for 8832 to determine
required to file.
(IRS USE ONLY) 575A 01-15-2008 BARE B 9999999999 S8-4
If you intend to elect to file your return as a small business corporation, an
election to file a Form 1120-8 must be made within certain time frames and the
corporation must meet certain tests. All of this information is included in the
instructions for Form 2553, Election by a Small Business Corporation.
The Internal Revenue Service has also identified several mistakes commonly made by
S corporations and their shareholders. Please review them and call us at 1-800-829-1040
if you have any questions.
* Losses in Excess of Basis - Pursuant to Internal Revenue Code (IRe) section
1366, a shareholder in an S corporation may not deduct S corporation losses in
excess of their basis in stock and/or debt. Each shareholder's stock basis
and debt (loans from shareholders) basis should be computed annually.
* Taxable Distributions - Pursuant to IRC section 1368, distrJ.bution to
shareholders in excess of stock basis are generally taxable.
* Gain on Repayment of Loans from Shareholders - where the shareholder
previously used debt basis to absorb S corporation losses, subsequent
repayments on the loans are generally taxable.
* Compensation to Shareholder - If the shareholder is perfonnj.ng services for the
S corporation, be careful not to improperly classify the compensation as
payments other than salary (examples: excessive rent, or diutributions) in
order to avoid employment taxes.
* Fringe Benefits - Certain fringe benefits paid on behalf of a shareholder who
owns more than 2% of the stock (or shareholder's family) are taxable.
Examples include certain accident, health, and life insurance premiums, meals
and lodging, and certain cafeteria plan benefits.
* Accrual of Expenses Due to Shareholders - Pursuant to IRC section 267, an
accrual basis corporation may not accrue and deduct expenses (such as rent)
due to a cash basis shareholder until the amount is includible in the income
of the shareholder (when paid) .
Keep this part for your records. CP 575 A (Rev. 7-2007)
Return this part with any correspondence
so we may identify your account. Please
correct any errors in your name or address.
CP 575 A
9999999999
Your Telephone NUmber Best Time to Call DATE OF THIS NOTICE: 01-15-2008
( )
INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023
1.11111111,111111.111111111111111" 111111111111.1111
EMPLOYER IDENTIFICATION NUMBER: 26-1752307
FORM: SS - 4 NOBOD
BARE KNUCKLES SCREEN PRINTING &
DESIGN INC
18110 SOMERSET KNLS
HOUSTON, TX 77 0 9 4
Corporations Section
P.O.Box \3697
Austin, Texas 78711-3697
January 14, 2008
Attn: Debra Jo Catlett
Debra Jo Catlett
907 Harold
Houston, TX 77006 USA
Office of the Secretary of State
RE: Bare Knuckle Screen Printing & Design, Inc.
File Number: 800923173
Phil Wilson
Secretary of State
It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing
evidencing the existence of the newly created domestic for-profit corporation.
Unless exempted, the entity formed is subject to state tax laws, including franchise tax laws. ShOltly,
the Comptroller of Public Accounts will be contacting the entity at its registered office for information
that will assist the Comptroller in setting up the franchise tax account for the entity. The first year
fi'anchise tax retum will be due a year and ninety days following formation. Thereafter, an annual
fi'anchise tax retu111 is due in May of each year. If you need to contact the Comptroller about franchise
taxes, you may contact the agency by calling (800) 252-1381, bye-mail to tax.help@cpa.state.tx.us or
by writing P. O. Box 13528, Austin, TX 78711-3528. Telephone questions regarding other business
taxes, including sales taxes, should be directed to (800) 252-5555.
The entity formed does not file annual reports with the Secretary of State. Documents will be filed
with the Secretaty of State if the entity needs to amend one of the provisions in its certificate of
formation. It is important for the entity to continuously maintain a registered agent and office in
Texas. Failure to maintain an agent or office or file a change to the information in Texas may result in
the involuntary termination of the entity.
Ifwe Catl be offiuther service at any time, please let us know.
Sincerely,
Corporations Section
Business & Public Filings Division
(512) 463-5555
Enclosure
Come visit ItS all the intemet at http://www.sos.state.lx.us/
Phone: (512) 463-5555
Prepared by: Linda Basler
Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
TID: 10285 Document: 199801050002
Corporations Section
P.O.Box 13697
Austin, Texas 78711-3697


''''t)",;
v,
Office of the Secretary of State
CERTIFICATE OF FILING
OF
Bare Knuckle Screen Printing & Design, Inc.
File Number: 800923173
Phil Wilson
Secretary of State
The undersigned, as Secretary of State of Texas, hereby certifies that a Ce!tificate of Fonnation tor the
above named Domestic For-Profit Corporation has been received in this office and has been found to
confonll to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights
of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or
Professional N rune Act, or the comlllonlaw.
Dated: 01114/2008
Effective: 01114/2008
Phone: (512) 463-5555
Prepared by: Linda Basler
Phil Wilson
Secretary of State
Come visit us on the internet at http://www.sos.state.lx-us/
Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
TID: 10306 Document: 199801050002
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
FAX: 512/463-5709
.Ii
1-__ .. - ........... .. ........... .... .......,
i Filed in the Office of the !
I
Secretary of State of Texas
Filing #: 800923173 01/14/2006
I Document #: 199801050002
Filing Fee: $300
Certificate of Formation
For-Profit Corporation
I
, Image Generated Electronically
for Web Filing
------- ---- - ---'-" .---._-----'----'------ --------------,,--------
Bare I(nuclde Screen Printing & Design, Inc,
The narrle -must cont-ain the word -;'corpor-ciWon;;;-;;com-pany," "lncorporated/' abbrevlation"of" o-neofThese terms. Tile name must-not -
be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file vtith
,the. secretary of A p're!!!l1inary check for ayaHability" _is
,. . Article 2'-RegistE!redAgentand Regislered Office 0' ": 7 ",:X '1
irA. The initiairegislered ageniisan organization {cannol be corporaiion'namedabove)byihename'of'"
OR
[;1' B. The initiairegisterec!agenl is anllldivlcill3iresideiiio(tlle Stalewhosenameis setfOrthbelow
Name:
'Laura A. Platon
C. The busineSsaddressoiihereglsleredagBiii and the regisleredofiiceaddress-is:
Street .... .. ..... ...... ...
18110 Somerset Knolls Houston TX 77094
The number 01 direCtors constillJtillg the iniiial board ()(direCiorsandihenames andaddressesoiihe person or '
persons who are to serve as directors until the first annual meeting of shareholders or until their successors are
;elected and qualified are set forth below:
'Oirector 1: Laura A. Platon
Address: 18110 Somerset Knolls Houston TX, USA 77094
' .. .. ,-.--.. ,.---,.- .... ,,,
Address: 20011 Fort Custer Ct. Katy TX, USA 77449
_______ J
.The total shares;Qr a
statement that such shares are without par value, is set forth below .
.. ' .. - '.'----. --
Number of Shares Par Value (must choose and complete either A or B)
iClass
(Series
!
-- :00
100000
._ __ __ ,.0 oro _
!
r B. without par value.
Ti the' s fo-be af;;j,led f(lith' ihe' 'iiiimbero(sriares' ch"clas's-:"a -v cifli e'
'(or statement of no par value), of each class. If shares of a class are to be issued in series, you must provide the designation of each series. The
preferences, limitations, and relative rights of each class or series must be stated in space provided fOf supplemental informatIon.
i __ __
for ihe'transaciTo'notany ,
'corporations may be organized under the Texas Business Organizations Code.
Supplemenlal' Provisions (Information I:, 4 ? ' %
JThe attached addendum, if any, is incorporated herein by reference.]
TYAThisdo'cument b'e'comes th'esec;etary-ofstate:-
OR
I!B. This document becomeseifective at ajaterclate, whichisrlotrnorethanl1inely (90) days from the date of ils
signing. The delayed effective date is:
iiieii'ameancfaddiess ofihe'Jr:ijaniierlss8tforth' ......
Debra Jo Catlett 907 Harold, Houston, TX 77006
Theundersigiiedsign's'iiiisdoclimentsuiljecl to ifiepenaiuesimpi;sed-byTaw fort tie submTssion oi a'materlaliy'false"
'or fraudulent instrument.
. Debra Jo Catlett
; Signature of organizer
FILING OFFICE COPY