EXHIBIT 3.1
-----------
DEAN HELLER                                         Entity #
Secretary of State                                  E0381242005-7
204 North Carson Street, Suite 1                    Document Number:
Carson City, Nevada 89701-4299                      20050235657-25
(775) 684 5708
Website: secretaryofstate.biz                       Date Filed:
                                                    06/16/2005 10:55:57 PM
                                                    In the office of
--------------------------------------
     ARTICLES OF INCORPORATION                      s/Dean Heller
             (Pursuant to NRS 78)
                                                    Dean Heller
--------------------------------------              Secretary of State
Important: Read attached instructions
before completing form.                         ABOVE SPACE FOR OFFICE USE ONLY
--------------------------------------------------------------------------------
1.  Name of
    -------
    Corporation:               Alpha Spacecom, Inc.
    ------------
--------------------------------------------------------------------------------
2. Resident Agent              CHQ Incorporated
   -------------               -------------------------------------------------
   Name and Street             Name
   ---------------
   Address:                    1555 E. Flamingo Road, Ste 155 Las Vegas NV 89119
   --------                    ------------------------------------------------
   (must be a Nevada           Street Address         City       State  Zip Code
   -----------------
   address where process       P.O. Box 70477         Las Vegas   NV     89170
   ---------------------       -------------------------------------------------
   may be served               Optional Mailing Address  City   State  Zip Code
   -------------
--------------------------------------------------------------------------------
3.  Shares:
    ------                      Number of shares
    (number of shares           with par value:    250,000,000  Par value: $.001
    -----------------
    corporation                 Number of shares
    -----------                 without par value: 0
    authorized to issue)
    --------------------
--------------------------------------------------------------------------------
4.   Names &                    1. Jian Wang
     -------                    ------------------------------------------------
     Addresses                  Name
     ---------                  Rm. 710, Zhou Ji Bldg., No. 16 Ande Rd.,
     of Board of                Dongcheng District, Beijing China 100011
     -----------                ------------------------------------------------
     Directors/Trustees:        Street Address         City    State    Zip Code
     ------------------
     (attach additional page if 2. Xuedong Hu
     -------------------------- ------------------------------------------------
     there is more than 3       Name
     --------------------       Rm. 710, Zhou Ji Bldg., No. 16 Ande Rd.,
     directors/trustees)        Dongcheng District, Beijing China 100011
     ------------------         ------------------------------------------------
                                Street Address         City    State   Zip Code

                                3.  Rain Zhang
                                ------------------------------------------------
                                Name
                                Rm. 710, Zhou Ji Bldg., No. 16 Ande Rd.,
                                Dongcheng District, Beijing China 100011
                                ------------------------------------------------
                                Street Address         City    State   Zip Code
--------------------------------------------------------------------------------
5.   Purpose:                  The purpose of this Corporation shall be:
     -------
     (optional-see
     -------------
     instructions)
     -------------
--------------------------------------------------------------------------------
6.   Names, Address            Andrew I. Telsey       s/Andrew I. Telsey
     --------------            ---------------------  --------------------------
     and Signature of          Name                   Signature
     --------------            12835 E. Arapahoe Rd., Tower One, Penthouse #803,
     Incorporator:             Englewood, CO  80112
     -------------             -------------------------------------------------
     (attach additional page if Address               City     State   Zip Code
     --------------------------
     there is more than 1
     --------------------
     incorporator)
     -------------
--------------------------------------------------------------------------------
7.   Certificate of            I hereby accept appointment as Resident Agent for
     --------------            the above named corporation.
     Acceptance of             s/ C. McDougall                  Jun 16, 2005
     -------------             ------------------------------   ----------------
     Appointment of            Authorize Signature of R.A. or   Date
     --------------            On Behalf of R.A. Company
     Resident Agent:
     ---------------
--------------------------------------------------------------------------------
This form must be accompanied by appropriate fees. See attached fee schedule.

<PAGE>


                            ARTICLES OF INCORPORATION

                                       OF

                              ALPHA SPACECOM, INC.


     The  undersigned,  being the original  incorporator  herein named,  for the
purpose of forming a  corporation  to do  business  both  within and without the
State of  Nevada,  and in  pursuance  of the  corporation  laws of the  State of
Nevada, being Chapter 78 of the Nevada Revised Statutes,  do make and file these
Articles of Incorporation  hereby declaring and certifying that the facts herein
stated are true:

     1. The name of the corporation is ALPHA SPACECOM, INC.

     2. Its principal office in the County of Clark, State of Nevada, is located
at 1555 E. Flamingo Road,  Suite 155, Las Vegas,  Nevada 89119.  The name of its
Resident Agent is CHQ Incorporated.

     3. The purposes for which the corporation is organized are to engage in any
activity or business not in conflict  with the laws of the State of Nevada or of
the United  States of  America,  and  without  limiting  the  generality  of the
foregoing, specifically:

          A.   To have and to exercise all the powers now or hereafter conferred
     by the laws of the State of Nevada upon corporations  organized pursuant to
     the laws under  which the  corporation  is  organized  and any and all acts
     amendatory thereof and supplemental thereto.

          B.  To  discount  and  negotiate  promissory notes,  drafts,  bills of
     exchange and other  evidences of debt,  and to collect for others money due
     them on notes, checks, drafts, bills of exchange, commercial paper or other
     evidence of indebtedness.

          C. To purchase or otherwise acquire, own, hold, lease, sell, exchange,
     assign, transfer,  mortgage, pledge, or otherwise dispose of, to guarantee,
     to invest, trade, and deal in and with personal property of every class and
     description.

          D. To  enter into  any kind of contract or agreement,  cooperative  or
     profit sharing plan with its officers or employees that the corporation may
     deem fit.

          E. To purchase, lease, or otherwise acquire, in whole or in part,  the
     business,  goodwill,  rights, franchises and property of every kind, and to
     undertake  the  whole  or any part of the  assets  or  liabilities,  of any
     person,  firm,  association,  non-profit  or  profit  corporation,  or  own
     property  necessary  or suitable for its  purposes,  and to pay the same in
     cash, in the stocks or bonds of the corporation or otherwise, to hold or in
     any manner  dispose of the whole or any part of the



<PAGE>

     business  or  property  so  acquired  and to  exercise  all  of the  powers
     necessary or incidental to the conduct of such business.

          F. To lend or borrow money and to negotiate and make loans,  either on
     its own account or as agent or broker for others.

          G. To enter into, make,  perform and carry out contracts of every kind
     and for any lawful  purpose,  without  limit as to amount  with any person,
     firm,   association,   cooperative,   profit  or  non-profit   corporation,
     municipality,   state  or  government  or  any  subdivision,   district  or
     department thereof.

          H. To  buy,  sell,  exchange,  negotiate,  or  otherwise  deal  in, or
     hypothecate  securities,  stocks, bonds,  debentures,  mortgages,  notes or
     other  collateral  or  securities,  created  or issued  by any  corporation
     wherever organized including this corporation, within such limits as may be
     provided by law, and while owner of any such stocks or other  collateral to
     exercise all rights,  powers and  privileges  of  ownership,  including the
     right to vote the same, and to subscribe for stock of any corporation to be
     organized, other than to promote the organization thereof.

          I. To purchase or otherwise acquire, own, hold, lease, sell, exchange,
     assign,  transfer,  mortgage,  pledge,  license or otherwise dispose of any
     letters, patents, copyrights, or trademarks of every class and description.

          J. To do any and all other such acts,  things,  business or businesses
     in any  manner  connected  with or  necessary,  incidental,  convenient  or
     auxiliary  to do  any  of  these  objectives  hereinbefore  enumerated,  or
     calculated,  directly  or  indirectly,  to  promote  the  interest  of  the
     corporation;  and in  carrying  on its  purposes,  or for  the  purpose  of
     obtaining or furthering any of its  businesses,  to do any and all acts and
     things,  and to exercise any and all other  powers  which a natural  person
     could do or exercise,  and which now or hereafter may be authorized by law,
     here and in any other part of the world.

          K. The several clauses contained in this statement of powers  shall be
     construed  in each of  these  clauses  and  shall be in no way  limited  or
     restricted  by  reference  to or  inference  from the  terms  of any  other
     clauses,  but shall be regarded as independent  purposes and powers; and no
     recitation,  expression  or  declaration  of specific or special  powers or
     purposes herein  enumerated shall be deemed to be exclusive,  but is hereby
     expressly  declared that all other lawful powers not inconsistent  herewith
     are hereby included.

     4. The total number of shares of all classes  which the  corporation  shall
have authority to issue is 250,000,000  of which  50,000,000  shall be Preferred
Shares, $.001 par value per share, and 200,000,000 shall be Common Shares, $.001
par value per share, and the designations, preferences, limitations and relative
rights of the shares of each class are as follows:

          A. Preferred  Shares.  The  corporation  may  divide  and  issue   the
     Preferred  Shares in series.  Preferred  Shares of each  series when issued
     shall be



<PAGE>

     designated to distinguish it from the shares of all other series. The Board
     of Directors is hereby  expressly vested with authority to divide the class
     of  Preferred  Shares into  series and to fix and  determine  the  relative
     rights and  preferences  of the shares of any such series so established to
     the full extent permitted by these Articles of  Incorporation  and the laws
     of the State of Nevada in respect to the following:

               (1)  The  number of shares to constitute  such  series,  and  the
          distinctive designations thereof;

               (2)  The  rate  and preference of dividends,  if any, the time of
          payment of dividends,  whether  dividends are  cumulative and the date
          from which any dividend shall accrue;

               (3) Whether  shares  may  be redeemed and, if so, the  redemption
          price and the terms and conditions of redemption;

               (4)  The amount payable upon  shares  in  event  of   involuntary
          liquidation;

               (5)  The  amount  payable  upon  shares  in  event  of  voluntary
          liquidation;

               (6) Sinking fund or other provisions, if any, for the  redemption
          or purchase of shares;

               (7) The terms and conditions on which shares may be converted, if
          the shares of any series are issued with the privilege of conversion;

               (8) Voting powers, if any; and

               (9) Any other relative rights and preferences  of  shares of such
          series, including,  without limitation, any restriction on an increase
          in the number of shares of any series  theretofore  authorized and any
          limitation or  restriction  of rights or powers to which shares of any
          further series shall be subject.

          B. Common Shares.

               (1) The rights of holders of Common  Shares to receive  dividends
          or share in the  distribution  of assets in the event of  liquidation,
          dissolution or winding up of the affairs of the  corporation  shall be
          subject to the  preferences,  limitations  and relative  rights of the
          Preferred  Shares fixed in the resolution or resolutions  which may be
          adopted from time to time by the Board of Directors or the corporation
          providing  for the  issuance  of one or more  series of the  Preferred
          Shares.


<PAGE>

               (2) The  holders  of  the  Common Shares shall be entitled to one
          vote for each  share of  Common  Shares  held by them of record at the
          time for determining the holders thereof entitled to vote.

     No  holder  of  shares  of the  corporation  of any  class  shall  have any
preemptive  or  preferential  right in or preemptive  or  preferential  right to
subscribe to or for or acquire any new or additional  shares,  or any subsequent
issue of shares, or any unissued or treasury shares of the corporation,  whether
now or hereafter  authorized,  or any securities  convertible into or carrying a
right  to  subscribe  to or for or  acquire  any  such  shares,  whether  nor or
hereafter authorized. All shares are to be non-assessable.

     5. The governing  board shall be styled  "directors" and the first Board of
Directors shall be three (3) in number.

     So long as all of the shares of the corporation are owned  beneficially and
of record by either one or two shareholders, the number of directors may be less
than three, but not less than the number of shareholders.  Otherwise, the number
of directors shall not be less than three.

     Subject to the foregoing limitations,  the number of directors shall not be
reduced to less than one,  and may, at any time,  be increased or decreased by a
duly adopted amendment to these Articles of Incorporation,  or in such manner as
shall be provided in the Bylaws of the  corporation  duly  adopted by either the
Board of Directors or the shareholders.

     The names and addresses of the first Board of Directors are as follows:

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

          Jian Wang                Room 710
                                   Zhou Ji Building
                                   No. 16 Ande Road
                                   Dongcheng District, Beijing 100011 China

          Xuedong Hu               Room 710
                                   Zhou Ji Building
                                   No. 16 Ande Road
                                   Dongcheng District, Beijing 100011 China

          Rain Zhang               Room 710
                                   Zhou Ji Building
                                   No. 16 Ande Road
                                   Dongcheng District, Beijing 100011 China

     6.  The name and  address  of the  incorporator  of the  corporation  is as
follows:

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

          Andew I. Telsey          12835 E. Arapahoe Rd.
                                   Tower One, Penthouse
                                   Englewood, CO 80112
<PAGE>


     7. The period of the corporation's duration is perpetual.

     8. The corporation may:

          A.  Indemnify any person who was or is a party to or is threatened  to
     be made a party to any threatened,  pending, or completed action,  suit, or
     proceeding,  whether  civil,  criminal,  administrative,  or  investigative
     (other than an action by or in the right of the corporation),  by reason of
     the fact that he is or was a  director,  officer,  employee,  fiduciary  or
     agent  of the  corporation  or is or was  serving  at  the  request  of the
     corporation as a director, officer, employee, fiduciary or agent of another
     corporation,  partnership,  joint  venture,  trust,  or  other  enterprise,
     against expenses  (including attorney fees),  judgments,  fines and amounts
     paid in settlement  actually and  reasonably  incurred by him in connection
     with such action,  suit or  proceeding,  if he acted in good faith and in a
     manner he reasonably believed to be in the best interest of the corporation
     and, with respect to any criminal  action or proceeding,  had no reasonable
     cause to believe his conduct as unlawful.  The  termination  of any action,
     suit, or proceeding by judgment,  order, settlement, or conviction, or upon
     a plea of nolo contendere or its  equivalent,  shall not of itself create a
     presumption that the person did not act in good faith and in a manner which
     he reasonably  believed to be in the best interest of the corporation  and,
     with respect to any criminal action or proceeding,  had reasonable cause to
     believe his conduct was unlawful.

          B. The corporation may  indemnify  any person who was or is a party or
     is threatened to be made a party to any threatened,  pending,  or completed
     action or suit by or in the right of the  corporation to procure a judgment
     in its favor by reason of the fact that he is or was a  director,  officer,
     employee,  or agent of the  corporation or is or was serving at the request
     of the corporation as a director, officer, employee,  fiduciary or agent of
     another corporation,  partnership, joint venture, trust or other enterprise
     against expenses (including attorney fees) actually and reasonably incurred
     by him in connection  with the defense or settlement of such action or suit
     if he acted in good faith and in a manner he  reasonably  believed to be in
     the best interest of the corporation;  but no indemnification shall be made
     in respect of any claim,  issue, or matter as to which such person has been
     adjudged to be liable for  negligence or misconduct in the  performance  of
     his duty to the corporation unless and only to the extent that the court in
     which such action or suit was brought  determines  upon  application  that,
     despite the adjudication of liability but in view of all the  circumstances
     of  the  case,   such   person  is  fairly  and   reasonably   entitled  to
     indemnification for such expenses which such court deems proper.

          C. To  the  extent  that  a director, officer, employee, fiduciary, or
     agent of the  corporation  has been  successful on the merits in defense of
     any action,  suit, or proceeding referred to in subparagraph A or B of this
     Article 8, or in defense of any claim, issue or matter therein, he shall be
     indemnified   against  expenses  (including  attorney  fees)  actually  and
     reasonably incurred by him in connection therewith.

<PAGE>

          D. Any  indemnification  under subparagraph  A  or B of this Article 8
     (unless  ordered by a court) and as  distinguished  from  subparagraph C of
     this Article  shall be made by the  corporation  only as  authorized in the
     specific case upon a determination  that  indemnification  of the director,
     officer,  employee,  fiduciary  or agent  is  proper  in the  circumstances
     because  he has met  the  applicable  standard  of  conduct  set  forth  in
     subparagraph A or B above. Such determination shall be made by the Board of
     Directors by a majority  vote of a quorum  consisting of directors who were
     not  parties  to such  action,  suit,  or  proceeding,  or, if the Board of
     Directors so direct, by independent legal counsel in a written opinion,  or
     by the shareholders.

          E.  Expenses (including  attorney  fees) incurred in defending a civil
     or criminal  action,  suit, or proceeding may be paid by the corporation in
     advance of the final  disposition  of such action,  suit,  or proceeding as
     authorized  in  subparagraph  C or D of this  Article 8 upon  receipt of an
     undertaking by or on behalf of the director,  officer, employee,  fiduciary
     or agent to repay such amount unless it is ultimately determined that he is
     entitled to be indemnified by the corporation as authorized in this Article
     8.

          F. The corporation  may purchase  and maintain  insurance on behalf of
     any person who is or was a director, officer, employee,  fiduciary or agent
     of  the  corporation,  or  who is or was  serving  at  the  request  of the
     corporation as a director, officer, employee, fiduciary or agent of another
     corporation,  partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any such capacity
     or arising out of his status as such,  whether or not the corporation would
     have the power to indemnify him against such liability under the provisions
     of this Article 8.

     9. Provisions for the regulation of the internal affairs of the corporation
are contained in the Bylaws of this corporation.