DESERT MASSAGE COMPANIES, INC.

ARTICLES OF INCORPORATION OF DESERT MASSAGE COMPANIES, INC.
Article 1. The name of the corporation is DESERT MASSAGE COMPANIES, INC. (the ”Corporation”).
Article 2. The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Arizona Business Corporation Act, as it may be amended from time to time (the “Business Corporation Act”).
Article 3. The present character of business that the Corporation conducts in the state of Arizona is to be a holding company that holds all of the shares of various related Subchapter S corporations.
Article 4. The Corporation shall have authority to issue one thousand (1,000) shares of common stock, without par value.
Article 5. The name and address of the statutory agent of the Corporation is Steven A. Bloom, Esq., 14850 N. Scottsdale Road, Ste. 265, Scottsdale, AZ 85254.
Article 6. The name and address of the incorporator of the Corporation are Steven A. Bloom, Esq., 14850 N. Scottsdale Road, Ste. 265, Scottsdale, AZ 85254.
Article 7. The current street address of the known place of business for the Corporation is 125 W. Gemini Drive, Suite E19/20, Tempe, AZ 85283, located in the County of Maricopa.
Article 8. The board of directors consists of one (1) member. The number of directors may be increased or decreased from time to time as set forth in the bylaws of the Corporation. The names and addresses of the persons who currently serve as members of the board of directors until their successors are elected and qualified or until their earlier resignation or removal are: Name: Jonathan T. Brovitz, Address: 2782 E. Beechnut Place, Chandler, AZ 85249.
Article 9. The personal liability of any director of the Corporation to the Corporation or its shareholders for money damages for any action taken or any failure to take any action as a director is hereby eliminated to the fullest extent allowed by law.
Article 10. The Corporation shall indemnify, and advance expenses to, to the fullest extent allowed by the Business Corporation Act, any person who incurs liability or expense by reason of such person acting as a director of the Corporation. This indemnification with respect to directors shall be mandatory, subject to the requirements of the Business Corporation Act, in all circumstances in which indemnification is permitted by the Business Corporation Act. In addition, the Corporation may, in its sole discretion, indemnify, and advance expenses to, to the fullest extent allowed by the Business Corporation Act, any person who incurs liability or expense by reason of such person acting as an officer, employee or agent of the Corporation, except where indemnification is mandatory pursuant to the Business Corporation Act, in which case the Corporation shall indemnify to the fullest extent required by the Business Corporation Act.
Article 11. The Corporation shall have the right to pay dividends payable in shares of one class or series of stock to holders of shares of another class or series of stock of the Corporation, and no shareholder approval or ratification of any such dividend shall be required.
Article 12. Unless the bylaws of the Corporation provide otherwise and the statutory agent expressly consents thereto in writing, all records required pursuant to the Business Corporation Act to be kept by the Corporation or its agent shall be kept by the Corporation at the known place of business of the Corporation.
IN WITNESS WHEREOF, the undersigned, being the Incorporator named above, for purpose of forming a corporation pursuant to the Business Corporation Act, has signed these Articles of Incorporation as of the 18th day of November, 2010. /s/ Steven A. Bloom, Esq., Incorporator. The undersigned, having been designated to act as Statutory Agent, here consents to act in that capacity until removed or resignation is submitted in accordance with the Arizona Revised Statutes. /s/ Steven A. Bloom, Esq.
2/4, 2/11, 2/18, 2011 editions Arizona Capitol Times