ARTICLES OF INCORPORATION
               OF
      Capital Tech.com, Inc.

KNOW ALL MEN BY THESE PRESENTS:   That the
undersigned, being a natural person of the age of
eighteen (18) years or more and desiring to form a
body corporate under the laws of the State of
Colorado, does hereby sign, verify and deliver in
duplicate to the Secretary of State of the State of
Colorado these Articles of Incorporation.

ARTICLE I
Name

The name of the Corporation shall be Capital
Tech.com, Inc.

ARTICLES II
Authorized Shares

Section:  Number.   The aggregate number of shares
which the Corporation shall have authority to issue
is One Million (100,000,000) Common Shares of one
class, with unlimited voting rights, all with a par
value of $0.001 per share and Ten Million
(10,000,000) Preferred Shares, all with a par value
of $0.01 per share, to have such classes and
preferences as the Board of Directors may determine
from time to time.

Section 2:  Dividends.   Dividends in cash,
property or shares of the Corporation may be paid
upon the stock, as and when declared by the Board
of Directors, out of funds of the Corporation to
the extent and in the manner permitted by law.

ARTICLE III
Preemptive Rights

The holders of the capital stock of this
Corporation shall not have the preemptive right to
acquire additional unissued shares or treasury
shares of the capital stock of this Corporation, or
securities convertible into shares of capital stock
or carrying capital purchase warrants or
privileges.

ARTICLE IV
Cumulative Voting

Cumulative voting of shares of stock of the
Corporation shall not be allowed or authorized in
the election of the Board of Directors of the
Corporation.

ARTICLE V
Provisions for Regulation of the Internal Corporate
Affairs

The following provisions are inserted for the
management of the business and for the regulation
of the internal affairs of the Corporation, and the
same are in furtherance of and not in limitation or
exclusion of the powers conferred by law.

Section 1:  Bylaws.   The Board of Directors shall
have the power to adopt, alter, amend or repeal,
from time to time, such Bylaws as it deems proper
for the management of the affairs of the
Corporation, according to these Articles and the
laws in such cases made and provided.

Section 2:  Executive Committee.   The Bylaws may
provide for designation by the Board of Directors
of an Executive Committee and one or more other
committees, the personnel and authority of which
and the other provisions relating to which shall be
as may be set forth in the Bylaws.

Section 3:   Place of Meetings.   Both
Stockholders' and Directors' meetings may be held
either within or without the State of Colorado, as
may be provided in the Bylaws.

Section 4:  Compensation to Directors.  The Board
of Directors is authorized to make provisions for
reasonable compensation to its members for their
services as Directors.   Any Director of the
Corporation may also serve the Corporation in any
other capacity and receive compensation therefor in
any form.

Section 5:   Conflicts of Interest.   No contract
or other transaction of the Corporation with any
other person, firm or corporation, or in which this
Corporation is interest, shall be affected or
invalidated solely by:  (a) the fact that any one
or more of the Directors or Officers of this
Corporation is interested in or is a director or
officer of another corporation; or (b) the fact
that any Director or Officer, individually or
jointly with others, may be a party to or may be
interested in any such contract or transaction.

Section 6:  Registered Owner of Stock.   The
Corporation shall be entitled to treat the
registered holder of any shares of the Corporation
as the owner thereof for all purposes, including
all rights deriving from such shares, on the part
of any other person, including, but not limited to,
a purchaser, assignee or transferee of such shares
or rights deriving from such shares, unless and
until such purchaser, assignee, transferee or other
person becomes the registered holder of such
shares, whether or not the Corporation shall have
either actual or constructive notice of the
interest of such purchaser, assignee, transferee or
other person.  The purchaser, assignee or
transferee of any of the shares of the Corporation
shall not be entitled to:  (a) receive notice of
the meetings of the Shareholders; (b) vote at such
meetings; (c) examine a list of the Shareholders;
(d) be paid dividends or other sums payable to
Shareholders, or (e) own, enjoy or exercise any
other property or rights deriving from such shares
against the Corporation, until such purchaser,
assignee or transferee has become the registered
holder of such shares.

Section 7:  Conduct of Business.   The Corporation
may conduct part or all of its business, not only
in the State of Colorado, but also in every other
state of the United States and the District of
Columbia, and in any territory, district and
possession of the United States, and in any foreign
country, and the Corporation may qualify to do
business in any of such locations and appoint an
agent for service of process therein.   The
Corporation may hold, purchase, mortgage, lease and
convey real and personal property in any of such
locations.   Part or all of the business of the
Corporation may be carried on beyond the limits of
the State of Colorado, and the Corporation may have
one or more offices out of the State of Colorado.

Section 8:  Vote of the Shareholders.   To the
fullest extent now or hereafter permitted by the
Colorado Business Corporation Act, the vote of a
majority of the issued and outstanding shares of
the Corporation entitled to vote on such matter
shall be sufficient to approve any matter to come
before the shareholders of the Corporation,
including, but not limited to, the right from time
to time, to amend, alter or repeal, or add any
provisions to, the Corporation's Articles of
Incorporation.

Section 9:   Quorum For Voting.   A quorum of
Shareholders for any matter to come before any
meeting of Shareholders of the Corporation shall
consist of one-third of the issued and outstanding
shares entitled to vote on the matter.

Section 10:  Restrictions on Stock.   The Directors
shall have the right, from time to time, to impose
restrictions or to enter into agreements on behalf
of the Corporation imposing restrictions on the
transfer of all or a portion of the Corporation's
shares, provided that no restrictions shall be
imposed on the transfer of shares outstanding at
the time the restrictions are adopted unless the
holder of such shares consents to the restrictions.

Section 11:   Indemnification of Directors.   A
director of the Corporation shall not be personally
liable to the Corporation or to its shareholders
for damages for breach of fiduciary duty as a
director of the Corporation or to its shareholders
for damages otherwise existing for (i) any breach
of the director's duty of loyalty to the
Corporation or to its shareholders; (ii) acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of
the law: (iii) acts specified in Section 7-108-403
of the Colorado Business Corporation Act; or (iv)
any transaction from which the director directly or
indirectly derived any improper personal benefit.
If the Colorado Business Corporation Act is
hereafter amended to eliminate or limit further the
liability of a director, the, in addition to the
elimination and limitation of liability provided by
the foregoing, the liability of each director shall
be eliminated or limited to the fullest extent
permitted under the provisions of the Colorado
Business Corporation Act as so amended.   Any
repeal or modification of the indemnification
provided in these Articles shall not adversely
affect any right or protection of a director of the
Corporation under these Articles, as in effect
immediately prior to such repeal or modification,
with respect to any liability that would have
accrued, but for this limitation of liability,
prior to such repeal or modification.

Section 12:  Indemnification.  The Corporation
shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any
person, and the estate and personal representative
of any such person, against all liability and
expense (including, but not limited to, attorneys'
fees) incurred by reason of the fact that he is or
was a director or officer of the Corporation, he is
or was serving at the request of the Corporation as
a director, officer, partner, trustee, employee,
fiduciary, or agent of, or in any similar
managerial or fiduciary position of, another
domestic or foreign corporation or other individual
or entity or of an employee benefit plan.   The
Corporation shall also indemnify any person who is
serving or has served the Corporation as director,
officer, employee, fiduciary, or agent, and that
person's estate and personal representative, to the
extent and in the manner provided in any bylaw,
resolution of the shareholders or directors,
contract, or other wise, so long as such provision
is legally permissible.

ARTICLE VI
Registered Office and Agent

The address of the initial registered office of the
Corporation is Penthouse Suite, 8400 East Prentice
Ave., Englewood, Colorado 80111, and the name of
the registered agent at such address is Corporate
Filing Corp., a Colorado corporation.   Books of
accounts, records, documents and other papers may
be kept at the registered office of the Corporation
or at such other place as may be determined by the
Board of Directors.

ARTICLE VII
Initial Principal Office

The address of the initial principal office of the
Corporation is Penthouse Suite, 8400 East Prentice
Ave., Englewood, Colorado 80111.   The principal
office of the Corporation may be relocated to such
other place or places from time to time as may be
determined by the Board of Directors.



ARTICLE VIII
Data Respecting Incorporator

The name and address of the Incorporator of this
Corporation s as follows:   David J. Wagner,
Penthouse Suite, 8400 E. Prentice Ave., Englewood,
Colorado 80111.

ARTICLE IX
Effective Date

The existence of the Corporation shall begin on the
date of filing of these Articles of Incorporation
with the Colorado Secretary of State.

DATED this 27th day of March, 2000.

By:   /s/David J. Wagner
      ---------------------
      David J. Wagner
      Incorporator

CONSENT OF INITIAL REGISTERED AGENT

The Undersigned hereby consents to the appointment
as the Initial Registered Agent of Capital
Tech.com, Inc., a Colorado Corporation.

CORPORATE FILING CORP.

By:  /s/David J. Wagner
     ----------------------
     Authorized Officer