ARTICLES OF INCORPORATION
                                       OF
                           GOLDTECH MINING CORPORATION

         The undersigned natural persons of the age of eighteen (18) years or
more acting as incorporator of a corporation under the Nevada Revised Civil
Statute 78, hereby adopts the following Articles of Incorporation:

                                    ARTICLE I

                                      NAME

         The name of the corporation (hereinafter called "Corporation") is
Goldtech Mining Corporation.

                                   ARTICLE II

                               PERIOD OF DURATION

         The period of duration of the Corporation is perpetual.

                                   ARTICLE III

                               PURPOSES AND POWERS

         The purpose for which this Corporation is organized is to engage in the
business of investing in investments of all forms and nature and to engage in
any and all other lawful business.

                                   ARTICLE IV

                                 CAPITALIZATION

         The total number of shares of stock which the Corporation shall have
the authority to issue is one hundred million (100,000,000) shares, consisting
of ninety-five million (95,000,000) shares of Common Stock having a par value of
$.001 per share and five million (5,000,000) shares of Preferred Stock having a
par value of $.001 per share.

         A.       Preferred Stock

                  The Board of Directors is authorized, subject to the
                  limitations prescribed by law and the provisions of this
                  Article, to provide for the issuance of the shares of
                  Preferred Stock in series, and by filing a certificate
                  pursuant to the applicable law of the State of Nevada, to
                  establish from time to time the number of shares to be
                  included in each such series and to fix the designation,
                  powers, preferences and rights of the shares of each such
                  series and the qualifications, limitations or restrictions
                  thereof.



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1.   The authority of the Board with respect to each series shall  include,  but
     not be limited to, determination of the following:

a.                         The number of shares constituting that series and the
                           distinctive designation of that series;

b.                         The dividend rate on the shares of that series,
                           whether dividends shall be cumulative, and if so,
                           from which date or dates, and the relative rights of
                           priority, if any, of payment of dividends on shares
                           of that series;

c.                         Whether that series shall have voting rights, in
                           addition to the voting rights provided by law, and if
                           so, the terms of such voting rights;

d.                         Whether that series shall have conversion privileges
                           and, if so, the terms and conditions of such
                           conversion, including provision for adjustment of the
                           conversion rate in such events as the Board of
                           Directors shall determine;

e.                         Whether or not the shares of that series shall be
                           redeemable and, if so, the terms and conditions of
                           such redemption, including the date or dates upon or
                           after which they shall be redeemable and the amount
                           per share payable in case of redemption, which amount
                           may vary under different conditions and at different
                           redemption dates;

f.                         Whether that series shall have a sinking fund for the
                           redemption or purchase of shares of that series and,
                           if so, the terms and amount of such sinking fund;

g.                         The rights of the shares of that series in the event
                           of voluntary or involuntary liquidation, dissolution
                           or winding up of the Corporation, and the relative
                           rights of priority, if any, of payment of shares of
                           that series; and

h.                         Any other relative rights, preferences and
                           limitations of that series.

2.                         Dividends on outstanding shares of Preferred Stock
                           shall be paid or declared and set apart for payment,
                           before any dividends shall be paid or declared and
                           set apart for payment on Common Stock with respect to
                           the same dividend period.

3.   If upon any voluntary or involuntary liquidation, dissolution or winding up
     of the  Corporation,  the assets  available for  distribution to holders of
     shares of Preferred  Stock of all series shall be  insufficient to pay such
     holders the full preferential amount to which they are entitled,  then such
     assets  shall be  distributed  ratably  among the  shares of all  series of
     Preferred  Stock in accordance  with the  respective  preferential  amounts
     (including  unpaid  cumulative  dividends,  if any)  payable  with  respect
     thereto.
<PAGE>

4.   Unless  otherwise  provided  in any  resolution  of the Board of  Directors
     providing for the issuance of any particular  series of Preferred Stock, no
     holder of Preferred Stock shall have any  pre-emptive  right as such holder
     to  subscribe  for,  purchase or receive any part of any new or  additional
     issue of  capital  stock of any class or  series,  including  unissued  and
     treasury  stock,  or obligations or other  securities  convertible  into or
     exchangeable for capital stock of any class or series, or warrants or other
     instruments  evidencing  rights or options to  subscribe  for,  purchase or
     receive any capital stock of any class or series,  whether now or hereafter
     authorized and whether issued for cash or other  consideration or by way of
     dividend.

         B.       Common Stock

1.   Subject to the prior and superior  rights of the Preferred Stock and on the
     conditions  set  forth in the  foregoing  parts of this  Article  or in any
     resolution  of the Board of  Directors  providing  for the  issuance of any
     particular  series of Preferred  Stock,  and not otherwise,  such dividends
     (payable in cash,  stock or otherwise) as may be determined by the Board of
     Directors  may be declared  and paid on the Common  Stock from time to time
     out of any funds legally available therefor.

2.                         Except as otherwise provided by law, by this
                           Certificate of Incorporation or by the resolution or
                           resolutions of the Board of Directors providing for
                           the issue of any series of the Preferred Stock, the
                           Common Stock shall have the exclusive right to vote
                           for the election of directors and for all other
                           purposes, each holder of the Common Stock being
                           entitled to one vote for each share held.

3.   Upon any liquidation, dissolution or winding up of the Corporation, whether
     voluntary or  involuntary,  and after the holders of the Preferred Stock of
     each  series  shall  have  been  paid in full  the  amount  to  which  they
     respectively  shall be entitled,  or a sum  sufficient for such payments in
     assets of the  Corporation  shall be distributed pro rata to the holders of
     the Common Stock in accordance with their respective  rights and interests,
     to the exclusion of the holders of the Preferred Stock.


<PAGE>



                                    ARTICLE V

                           REGISTERED OFFICE AND AGENT

The name and address of the  corporation's  registered agent is Rita S. Dickson,
1161 Ambassador Dr., Reno, NV 89523.

                                   ARTICLE VI

                                    DIRECTORS

         The Corporation shall be governed by a Board of Directors consisting of
one director or such number as shall be fixed the Corporation's bylaws. The name
and address of the initial director is:

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

         Ralph Jordan                       4904 Waters Edge Dr. #160
                                            Raleigh, NC 27606

                                   ARTICLE VII

                           DENIAL OF PREEMPTIVE RIGHTS

         There shall be no preemptive right to acquire unissued and/or treasury
shares of the stock of the Corporation.

                                  ARTICLE VIII

                       LIABILITY OF OFFICERS AND DIRECTORS

         A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional misconduct,
fraud, a knowing violation of law or the payment of an unlawful dividend in
violation of NRS 78.300.


<PAGE>



                                   ARTICLE IX

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Corporation shall indemnify any and all persons who may serve or
who have served at any time as directors or officers or who, at the request of
the Board of Directors of the Corporation, may serve or at any time have served
as directors or officers of another corporation in which the Corporation at such
time owned or may own shares of stock or of which it was or may be a creditor,
and their respective heirs, administrators, successors and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlement (before or after suit is commenced), actually and
necessarily by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers of the Corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer of the Corporation, or of such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the performance
of his duty. Such indemnification shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law, agreement, vote
of shareholder or otherwise.

DATED this 3rd day of November 2003.               Incorporator:

                                                    ------------------------
                                                    Hank Vanderkam
                                                    Vanderkam & Associates
                                                    1301 Travis, #1200
                                                    Houston, TX 77002





STATE OF TEXAS                    ss.
                                  ss.
COUNTY OF HARRIS                  ss.

         On ______________, 2003 personally appeared before me, a Notary Public,
Hank Vanderkam, who acknowledged that he executed the above document in his
capacity as Incorporator of Goldtech Mining Corporation.

                                        -----------------------------
                                        Notary Public for the State of Texas

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