REFERENCE 3.1

                            ARTICLES OF INCORPORATION




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ARTICLES OF INCORPORATION OF:  Hojo Holdngs, Inc.

The undersigned,  for the purpose of forming a corporation under the laws of the
State of Delaware do hereby adopt the following articles of incorporation:

ARTICLE ONE - NAME AND MAILING ADDRESS

The name of the corporation is Hojo Holdngs, Inc and the mailing address of this
corporation is 21 Blackheath Road, Lido Beach, New York 11561

ARTICLE TWO - CORPORATE DURATION

The duration of the corporation is perpetual.

ARTICLE THREE - PURPOSE

This  corporation  is organized  to engage in any lawful trade or business  that
can,  in  the  opinion  of  the  board  of  directors  of  the  corporation,  be
advantageously carried on.

ARTICLE FOUR - CAPITAL STOCK

The aggregate  number of shares which the  corporation is authorized to issue is
20,000,000.  Such shares shall be of a single class,  and shall have a par value
of $0.001 per share.

ARTICLE FIVE - REGISTERED OFFICE AND AGENT

The street  address of the initial  registered  office of the  corporation is 15
East North Street in the City of Dover, County of Kent,  Delaware,  and the name
of its initial registered agent at such address, is Incorporating Services Inc.

ARTICLE SIX  - DIRECTORS

The number of  directors  constituting  the initial  board of  directors  of the
corporation is one. The number of directors may be either increased or decreased
from time to time by the Bylaws,  but shall never be less than one (1). The name
and address of each  person who is to serve as a member of the initial  board of
directors is:

Holli Blechner    21 Blackheath Road, Lido Beach, New York 11561

ARTICLE SEVEN - INCORPORATORS

The name and address of the person signing these Articles of Incorporation is:

Holli Blechner    21 Blackheath Road, Lido Beach, New York 11561

ARTICLE EIGHT - INDEMNIFICATION

The corporation  shall indemnify any officer or director,  or any former officer
or director, to the full extent permitted by law.

ARTICLE NINE - AMENDMENT

This corporation  reserves the right to amend or repeal any provisions contained
in these  Articles of  Incorporation,  or any amendment  thereto,  and any right
conferred upon the shareholders is subject to this reservation.


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Executed by the undersigned at on January 5th, 1999.


/s/ Holli Blechner
Holli Blechner


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