Our Intended  Articles of Incorporation

ARTICLES OF INCORPORATION OF U.S.ARTIFACTS RECOVERY GROUP,INC.

The undersigned, acting as incorporators of a corporation under the Not
for Profit Corporation Act of the State of North Carolina, adopt the following
articles of incorporation for such corporation:
 

ARTICLE I

The name of the corporation, hereinafter referred to as the
"Corporation" is U.S. Artifacts Recovery Group,Inc.
 

ARTICLE II

The period of duration of the Corporation is perpetual.
 

ARTICLE III

The Corporation is organized exclusively for charitable, religious,
educational, and scientific purposes, including for such purposes, the
making of distributions to organizations that qualify as exempt
organizations under section 501(c)(3) of the Internal Revenue Code, or
corresponding section of any future federal tax code. The Corporation
may receive and administer funds for scientific, religious, educational,
and charitable purposes, within the meaning of Section 501(c)(3) of the
Internal Revenue Code of 1986 and to that end, the Corporation is
empowered to hold any property, or any undivided interest therein,
without limitation as to amount or value; to dispose of any such
property and to invest, reinvest, or deal with the principal or the
income in such manner as, in the judgment of the directors, will best
promote the purposes of the Corporation, without limitation, except such
limitations, if any, as may be contained in the instrument under which
such property is received, these Articles of Incorporation, the By-Laws
of the Corporation, or any applicable laws, to do any other act or thing
incidental to or connected with the foregoing purposes or in advancement
thereof, but not for the pecuniary profit or financial gain of its
directors or officers except as permitted under the Not-for-Profit
Corporation Law.

No part of the net earnings of the Corporation shall inure to the
benefit of any member, trustee, officer of the Corporation, or any
private individual, except that reasonable compensation may be paid for
services rendered to or for the Corporation affecting one or more of its
purposes, and no member, trustee, officer of the Corporation, or any
private individual shall be entitled to share in the distribution of any
of the corporate assets on dissolution of the Corporation. No
substantial part of the activities of the Corporation shall be the
carrying on of propaganda, or otherwise attempting, to influence
legislation, and the Corporation shall not participate in or intervene
in, including the publication or distribution of statements, any
political campaign on behalf of any candidate for public office.

Upon the dissolution of the Corporation or the winding up of its
affairs, the assets of the Corporation shall be distributed exclusively
to one or more charitable, religious, scientific, testing for public
safety, literary, or educational organizations which would then qualify
under the provisions of Section 501(c)(3) of the Internal Revenue Code
and its Regulations as they now exist or as they may be hereafter
amended, or to the federal government, or to a state or local
government, for a public purpose. Any such assets not so disposed of
shall be disposed of by the Court of Common Pleas of the county in which
the principal office of the Corporation is then located, exclusively for
such purposes or to such organization or organizations as said Court
shall determine, which are organized and operated exclusively for such
purposes.
 

ARTICLE IV

The qualifications for members and the manner of their admissions shall
be regulated by the by-laws.
 

ARTICLE V

The initial street address in the state of North Carolina of the initial
registered office of the Corporation is 6928 Woodstock Dr. Charlotte, and the name of the
initial registered agent at such address Is Walter B. Reynolds
 

ARTICLE VI

The territory in which the operations of the Corporation are principally
to be conducted is the United States of America and its territories and
possessions, but the operations of the Corporation shall not be limited
to such territory.
 

ARTICLE VII

The initial board of directors shall consist of at least three (3)
members, who need not be residents of the state of North Carolina
 

ARTICLE VIII

The names and addresses of the persons who shall serve as directors
until the first annual meeting of members, or until their successors
shall have been elected and qualified, are as follows:
Walter B. Reynolds 6928 Woodstock Dr. Charlotte,NC 28210
Emily S.  Reynolds  6928 Woodstock Dr. Charlotte,NC 28210
Vernette Price         1918 Brookdale Ave. Charlotte,NC 28210
 

ARTICLE IX

The names and addresses of the initial incorporators are as follows:
Walter B. Reynolds 6928 Woodstock Dr. Charlotte,NC 28210
Emily   S. Reynolds 6928 Woodstock Dr. Charlotte,NC 28210
 

IN WITNESS WHEREOF, the undersigned have made and subscribed to these
Articles of Incorporation at Charlotte,North Carolina on [AS SOON AS POSSIBLE].

[NAME]
[NAME]

STATE OF [NAME]
COUNTY OF [NAME]
 

The foregoing instrument was acknowledged before me this [DATE].

[NAME] Notary Public (SEAL)
State of [NAME]
My Commission Expires: