EXHIBIT 3.1


                                                        FILED # C 31810-01
                                                                ----------
                                                           DEC - 4 2001
                                                         IN THE OFFICE OF
                                                 DEAN HELLER, SECRETARY OF STATE



                            ARTICLES OF INCORPORATION

                                       OF

                              AMEXDRUG CORPORATION


     THE UNDERSIGNED,  having associated  ourselves  together for the purpose of
forming a  corporation  for the  transaction  of business and the  promotion and
conduct of the objects and purposes  hereinafter stated, under the provisions of
and  subject to the  requirements  of the laws of the State of Nevada,  do make,
record and file these Articles of  Incorporation,  in writing,  and we do hereby
certify:


                                    ARTICLE I

                                      NAME

           The name of this Corporation shall be: Amexdrug Corporation


                                   ARTICLE II

                                     PURPOSE

     The  purpose  for which  said  Corporation  is formed and the nature of the
objects  proposed to be transacted  and carried on by it is to engage in any and
all other lawful activity, as provided by the laws of the State of Nevada.


                                   ARTICLE III

                                  CAPITAL STOCK

     The authorized  amount of Capital Stock of the  Corporation  shall be Fifty
Million  (50,000,000)  shares of Common Stock at $.001 par value per share,  but
said Capital Stock may be increased or decreased from time to time in accordance
with the provisions of the laws of the State of Nevada.


                                   ARTICLE IV

                                 GOVERNING BOARD

     The members of the Governing Board of the Corporation are styled Directors.
The initial  board of directors  shall consist of three  members.  The names and
post office addresses of the First Board of Directors are as follows:



<PAGE>



         FIRST BOARD OF DIRECTORS

         Name                                 Address
         ----                                 -------

         Jack Amin                            369 South Doheny Drive, Suite 326
                                              Beverly Hills, California 90211

         Rodney Stephen Barron, M.D.          8920 Wilshire Blvd., Suite 611
                                              Beverly Hills, California 90211

         Behrooz Meimand                      8909 West Olympic Blvd.
                                              Beverly Hills, California 90211


                                    ARTICLE V

                                  INCORPORATOR

     The  name  and  address  of the  incorporator  signing  these  Articles  of
Incorporation, who is above the age of eighteen (18) years, is as follows:

         Name                                 Address
         ----                                 -------

         Richard T. Ludlow                    136 East South Temple, Suite 1700A
                                              Salt Lake City, Utah 84111


                                   ARTICLE VI

                                 RESIDENT AGENT

         The name and address of the Resident Agent is as follows:

         Name                                 Address
         ----                                 -------
         Gateway Enterprises, Inc.            3230 East Flamingo Road, Suite 156
                                              Las Vegas, Nevada 89121

and Gateway Enterprises, Inc., does hereby certify that on the 21st day of
November, 2001, they accepted the appointment as Resident Agent of the
Corporation in accordance with Section 78.090, N.R.S.


                                       /s/ Kurtis Hughes V.P.
                                      ----------------------------------
                                      Kurtis Hughes on behalf of Gateway
                                      Enterprises, Inc.



                                        2

<PAGE>



                                   ARTICLE VII

                                 INDEMNIFICATION

     No director or officer of the Corporation shall be personally liable to the
Corporation or any of its  stockholders for damages for breach of fiduciary duty
as a director or officer; provided,  however, that the foregoing provision shall
not  eliminate  or limit the  liability of a director or officer (i) for acts or
omissions which involve  intentional  misconduct,  fraud or knowing violation of
law, or (ii) the payment of  dividends  in  violation  of Section  78.300 of the
Nevada  Revised  Statutes.  Any  repeal or  modification  of an  Article  by the
stockholders  of the  Corporation  shall be  prospective  only,  and  shall  not
adversely  affect any  limitation  of the  personal  liability  of a director or
officer  of the  Corporation  for  acts or  omissions  prior to such  repeal  or
modification.


                                  ARTICLE VIII

                              CONTROLLING INTEREST

     The provisions of NRS 78.378 to 78.3793,  inclusive shall not be applicable
to any acquisition of a controlling interest in the Corporation.

         IN WITNESS WHEREOF, I have hereunto subscribed my name this 20th day of
November, 2001


                                            /s/ Richard T. Ludlow
                                           ----------------------------------
                                            Richard T. Ludlow



State of Utah                       )
                                    :ss.
County of Salt Lake                 )

     On the 20th day of November,  2001, personally appeared before me, a notary
public  (or  judge  or other  authorized  person,  as the  case  may  be),  duly
commissioned and sworn, Richard T. Ludlow, personally known or proven to me on

                                        3

<PAGE>



the basis of satisfactory  evidence to be the person whose name is subscribed to
the foregoing instrument and who acknowledged that she executed the instrument.

     IN WITNESS  WHEREOF,  I have  executed  this notary and affixed my official
seal.

                                                              NOTARY SEAL
 /s/ JR Parker
----------------------------------
NOTARY PUBLIC

My Commission Expires: 5-16-05
                      ------------








                                        4

<PAGE>
                               [GRAPHIC OMITTED]

                               SECRETARY OF STATE

                                STATE OF NEVADA


                                CORPORATE CHARTER


I, DEAN HELLER,  the duly elected and qualified  Nevada  Secretary of State,  do
hereby  certify that AMEXDRUG  CORPORATION  did on December 4, 2001 file in this
office the original  Articles of  Incorporation;  that said  Articles are now on
file and of  record  in the  office  of the  Secretary  of State of the State of
Nevada, and further,  that said Articles contain all the provisions  required by
the law of the said State of Nevada.



                    IN WITNESS WHEREOF, I have hereunto set my hand
                    and affixed the Great Seal of State, at my office, in Carson
                    City, Nevada, on December 4, 2001.


[STATE SEAL]
                        /S/ DEAN HELLER

                        Secretary of State

                        By: /s/
                        Certification Clerk