Exhibit No. 1
Form 10-KSB
SPM Group, Inc.

                     ARTICLES OF INCORPORATION
                                OF
                         S P M GROUP, INC.

      We, the undersigned natural persons of the age of twenty-one
years  or older, acting as incorporators in order to organize  and
establish  a  corporation  under  and  pursuant  to  the  Colorado
Corporation   Code,  hereby  adopt  the  following   Articles   of
Incorporation:

                             ARTICLE I

     The name of the corporation is:

                         S P M Group, Inc.

                            ARTICLE II

     The period of duration of the corporation is perpetual.

                            ARTICLE III

      The  purposes for which the Corporation is organized are  as
follows:

     1.   To conduct, engage in, and carry on the general business
of:   engineering,  research,  and  development  of  solid   waste
utilization  systems  including  marketing  and  construction   of
necessary facilities, equipment, and processes; and

      2.  To  engage  in  any  other  lawful  activity  for  which
corporations  may  be  formed under  the  laws  of  the  State  of
Colorado.

                            ARTICLE IV

     1.   The aggregate number of shares which the corporation has
authority  to issue is five million (5,000,000) shares  of  common
stock of no par value.

      2.    The  Corporation has the right to impose  restrictions
upon  the  transfer of any shares of its stock or of any  interest
therein, from time to time issued, provided that such restrictions
as  may  be so imposed or notice of the substance thereof must  be
set  forth  upon the face or back of the certificates representing
such shares of stock.

                             ARTICLE V

     Cumulative voting of shares of stock is not authorized.
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                            ARTICLE VI

       There  are  no  preemptive  rights.  Specifically,  without
limitation,  no  shareholder  of the  Corporation  will  have  any
preemptive right to subscribe for any additional share or treasury
shares  or for any other security of any class of the Corporation;
nor  will  any shareholder have any preemptive right to  subscribe
for any rights, warrants, options, or script of the Corporation.

                            ARTICLE VII

       The  address  of  the  initial  registered  office  of  the
Corporation  is  220 Steele Park, 50 South Steele Street,  Denver,
Colorado 80209 and the name of its original agent at such  address
is: Robert Wiegand II.

                           ARTICLE VIII

      The  address  of  the principal place  of  business  of  the
Corporation  is Unit 1L, Inverness Industrial Park,  14  Inverness
Drive East, Englewood, Colorado 80110.

                            ARTICLE IX

      The  number of directors constituting the initial  Board  of
Directors  of  the  Corporation is three (3), and  the  names  and
addresses  of the persons who are to serve as directors until  the
first annual meeting of shareholders or until their successors are
elected and qualify are:

Konrad Ruckstuhl              1019 East Easter Way
                         Littleton, CO 80122

Judy Ruckstuhl           1019 East Easter Way
                         Littleton, CO 80122

Robert D. Schmidt             6664 East Baker Place
                         Denver, CO 80222

                             ARTICLE X

      The  Corporation  will 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, and
will not be bound to recognize any equitable or other claim to, or
interest  in, such shares or rights deriving from such  shares  on
the  part of any other person including, but without limiting  the
generality  hereof: a purchaser, assignee, or transferee  of  such
shares  or rights deriving from such shares unless and until  such
other  person becomes the registered holder of such shares whether
or  not  the  Corporation may have either actual  or  constructive
notice of the interest of such other person. No one other than the
registered holders of the shares of Corporation will be  entitled:
to  receive notice of the meeting of the shareholders, to vote  at
such meetings, to examine a list of the

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shareholders,  to  be  paid dividends or  other  sums  payable  to
shareholders, or to own, enjoy, and exercise any other property or
rights deriving from such shares against the Corporation.

                            ARTICLE XI

      1.   The Corporation will have power to indemnify any person
who  was or is a party 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, or agent
of  the  Corporation or is or was serving at the  request  of  the
Corporation as a director, officer, employee, or agent of  another
corporation,   partnership,  joint  venture,   trust,   or   other
enterprise   against   expenses   (including   attorneys'   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 or not opposed to the best  interests
of  the  Corporation, and, with respect to any criminal action  or
proceeding,  had  no reasonable cause to believe his  conduct  was
unlawful.  The  termination of any action, suit, or proceeding  by
judgment,  order, settlement, conviction, or upon a plea  of  nolo
contendere  or  its  equivalent, will 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 or not opposed to the
best  interests  of  the Corporation, and,  with  respect  to  any
criminal  action  or proceeding, had reasonable cause  to  believe
that his conduct was unlawful.

     2.   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, or agent of  another
corporation,  partner  ship,  joint  venture,  trust,   or   other
enterprise  against expenses (including attorneys' 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 or not opposed  to  the
best   interests   of   the  Corporation  and   except   that   no
indemnification  may 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 determine upon application  that,
despite  the  adjudication  of  liability  and  in  view  of   all
circumstances  of the case, such person is fairly  and  reasonably
entitled to indemnity for such expenses which such court may  deem
proper.

      3.    To  the extent that a director, officer, employee,  or
agent  of  the  Corporation has been successful on the  merits  or
otherwise  in defense of any action, suit, or proceeding  referred
to  in  Sections  1  or 2, or in defense of any claim,  issue,  or
matter therein, he will be indemnified against expenses (including
attorneys'  fees)  actually  and reasonably  incurred  by  him  in
connection therewith.

      4.    Any  indemnification under Sections  1  or  2  (unless
ordered  by  a  court)  will be made by the  Corporation  only  as
authorized  in  the  specific  case  upon  a  determination   that
indemnification of the director, officer, employee,  or  agent  is
proper in the circumstances because

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he  has  met  the  applicable standard of  conduct  set  forth  in
Sections 1 or 2. Such determination will be made (a) 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 (b) if such a quorum is not obtainable, or, even if
obtainable  a  quorum of disinterested directors  so  directs,  by
independent  legal counsel in a written opinion,  or  (c)  by  the
shareholders.

       5.    Expenses  (including  attorneys'  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  the  manner
provided  in Section 4 upon receipt of an under taking  by  or  on
behalf of the director, officer, employee,  or agent to repay such
amount  unless it be ultimately determined that he is entitled  to
be indemnified by the Corporation as authorized in this Article.

     6.   The indemnification provided by this section will not be
deemed  exclusive  of any other rights to which those  indemnified
may  be entitled under any by-law, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his
official  capacity  and  as to action in  another  capacity  while
holding  such  office, and will continue as to a  person  who  has
ceased to be a director, officer, employee, or agent and inure  to
the benefit of the heirs, executors, and administrators of such  a
person.

      7.   The Corporation may purchase and maintain insurance  on
behalf  of any person who 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,  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.

                            ARTICLE XII

      The  Corporation reserves the right to amend, alter, change,
or  repeal any provision contained in, or to add any provision to,
its  Articles  of  Incorporation in any manner  now  or  hereafter
prescribed,  or permitted, by the Colorado Corporation  Code,  and
all   rights  and  powers  conferred  hereby  upon  directors  and
shareholders are granted subject to this reservation.

                           ARTICLE XIII

     1.   No contract or other transaction between the Corporation
and  one or more of its directors or any other corporation,  firm,
association,  or entity in which one or more of its directors  are
directors  or  officers  or are financially  interested,  will  be
either  void or voidable because of such relationship or  interest
or  because such director or directors are present at the  meeting
of the board of directors or a committee thereof which authorizes,
approves, or ratifies such contract or transaction or because  his
or their votes are counted for such purpose, if:

      (a)   the fact of such relationship or interest is disclosed
or  known to the board of directors or committee which authorizes,
approves, or ratifies the contract or transaction by a vote

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or  consent sufficient for the purpose without counting the  votes
or consents of such interested directors' or

      (b)   the fact of such relationship or interest is disclosed
or  known to the shareholders entitled to vote and they authorize,
approve, or ratify such contract or transaction by vote or written
consent; or

      (c)   the contract or transaction is fair and reasonable  to
the Corporation.

      2.    Common  or  interested directors  may  be  counted  in
determining the presence of a quorum at a meeting of the Board  of
Directors  or  a committee thereof which authorizes,  approves  or
ratifies such contract or transaction.

                            ARTICLE XIV

       Cash,   property,  share  dividends,  shares  issuable   to
shareholders in connection with a reclassification of  stock,  and
the  redemption price of redeemed shares which are not claimed  by
the  shareholders  entitled  thereto within  one  year  after  the
dividend  or redemption price became payable or the shares  became
issuable, despite reasonable efforts by the corporation to pay the
dividend or redemption price or deliver the certificates  for  the
shares  to  such  shareholders within  such  time,  will,  at  the
expiration  of  such  time,  revert  in  full  ownership  to   the
corporation; and the corporation's obligation to pay such dividend
or redemption price or issue such shares, as the case may be, will
thereupon  cease.  Notwithstanding the  foregoing,  the  Board  of
Directors may, at any time, for any reason satisfactory to it, but
need  not,  authorize (a) payment of the amount  of  any  cash  or
property  dividend  or redemption price or  (b)  issuance  of  any
shares,  ownership  of  which  was  reverted  to  the  corporation
pursuant  to  this article, to the entity who or  which  would  be
entitled thereto had such reversion not occurred.

                            ARTICLE XV

     The names and address of the incorporators of the Corporation
are as follows:

Konrad Ruckstuhl              1019 East Easter Way
                              Littleton, CO 80122

Howard G. Allspach            50 South Steele Street
                              Denver, CO 80209

Robert Wiegand II             50 South Steele Street
                              Denver, CO 80209

      IN  WITNESS WHEREOF, we, the undersigned, being all  of  the
incorporators  designated  in  Article  XV  of  the  annexed   and
foregoing Articles of Incorporation, have executed said
Articles of Incorporation as of the 20th day of April, 1978.

                              /s/ Konrad Ruckstuhl

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                              /s/ Howard G. Allspach

                              /s/ Robert Wiegand II


                          ACKNOWLEDGMENT

STATE OF COLORADO   )
                    ) ss.
COUNTY OF DENVER    )

     The foregoing instrument was acknowledged before me this 20th
day  of April, 1978, by Konrad Ruckstuhl, Howard G. Allspach,  and
Robert  Wiegand II, known to me to be the persons whose names  are
subscribed to the annexed and foregoing Articles of Incorporation,
and  '  each  did  acknowledge and declare  that  he  signed  said
Articles  of Incorporation as his free and voluntary act and  deed
for  the  uses  and  purposes  therein  set  forth  and  that  the
statements therein contained are true.

      Witness  my hand and notarial seal this 20th day  of  April,
1978.

     My commission expires January 20, 1981.

                              /s/ Notary Public

(SEAL)

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