EXHIBIT 3.1
                           ARTICLES OF INCORPORATION

                                       OF

                               REGENTS ROAD, LTD.

          KNOW ALL MEN BY THESE PRESENTS that the undersigned Incorporator
being a natural person of the age of eighteen years of age or older and
desiring to form a body corporate under the laws of the State of Colorado does
hereby sign, verify and deliver in duplicate to the Secretary of State of the
State of Colorado these Articles of Incorporation.

                                    ARTICLE I
                                      Name
                                      ----

          The name of the Corporation is REGENTS ROAD, LTD.

                                   ARTICLE II
                               Period of Duration
                               ------------------

     This Corporation shall exist in perpetuity, from and alter the date of
filing these Articles of Incorporation with the Secretary of State of Colorado
unless and until dissolved according to the laws of the State of Colorado.

                                   ARTICLE III
                                    Purposes
                                    --------

          Section 1.  Specific Purposes

                  A.  To engage in the business of marketing of imported
specialty products for wholesale and retail distribution.

                  B. To provide management services to companies engaging in
importing and exporting products and services.

          Section 2.  General Purposes

                  A. To own, operate and maintain such real or personal
property as may be necessary to conduct such business and to do all of the
things in connection with the real or personal property which might be done by
an individual.

                  B. To hire and employ agents and employees, and to enter
into agreements of employment and collective bargaining agreements for the
purpose of advancement and performance of the purposes of this Corporation.

                  C. To carry on any other business, whether or not related to
the foregoing, including the transaction of all lawful business for which
corporations may be organized pursuant to the Colorado Corporation Code, to
have and exercise all powers, privileges and immunities now or hereafter
conferred upon or permitted to corporations by the laws of the State of
Colorado, and to do any and all things herein set forth to the same extent as
natural persons could do insofar as permitted by the laws of the State of
Colorado.

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                  D. To do those things which are authorized and permitted by
the Colorado Corporations Code.

                  E. To do all things authorized by law or incidental thereto.

                                   ARTICLE IV
                                     Powers
                                     ------

     The powers of the Corporation shall be those powers granted by Article
Two of the Colorado Corporation Code under which this Corporation is formed.
In addition, the Corporation shall have the following specific powers:

          Section 1. Officers.  The Corporation shall have the power to elect
or appoint officers and agents of the Corporation and to fix their
compensation.

          Section 2. Capacity. The Corporation shall have the power to act as
an agent for any individual, association, partnership, corporation or other
legal entity, and to act as general partner for any limited partnership.

          Section  3.  Acquisitions.  The Corporation shall have the power to
receive, acquire, hold, exercise rights arising out of the ownership or
possession thereof, sell, or otherwise dispose of, shares or other intern in,
or obligations of, individuals,  association,  partnerships, corporations or
governments.

          Section 4. Earned  Surplus.  The Corporation shall have the power to
receive, acquire, hold, pledge, transfer, or otherwise dispose of shares of
the Corporation, but such shares may only be purchased, directly or
indirectly, out of earned surplus.

          Section 5. Gifts.  The Corporation shall have the power to make
gifts or contributions for the public welfare or for charitable, scientific or
educational purposes.

                                    ARTICLE V
                                Capital Structure
                                -----------------

          Section 1. Authorized Capital.  The aggregate number of shares and
the amount of the total authorized capital of said Corporation shall consist
of 50,000,000 shares of common stock, no par value per share, and 5,000,000
shares of non-voting preferred stock, no par value per share.

          Section  2. Share  Status.  All common shares will be equal to each
other, and when issued, shall be fully paid and nonassessable, and the private
property of shareholders shall not be liable for corporate debts.  Preferred
shares shall have such  preferences as the Directors may assign to them prior
to issuance.  Each holder of a common share of record shall have one vote for
each share of stock outstanding in his name on the books of the Corporation
and shall be entitled to vote said stock.





                                       2


          Section 3.  Consideration for Shares. The common stock of the
Corporation shall be issued for such consideration as shall be fixed from time
to time by the Board of Directors. In the absence of fraud, the judgment of
the Directors as to the value of any property or service received in full or
partial payment for shares shall be conclusive. When shares are issued upon
payment of the consideration fixed by the Board of Directors, such shares
shall be taken to be fully paid stock and shall be nonassessable.

          Section 4. Pre-Emptive Rights.  Except as may otherwise be provided
by the Board of Directors, holders of shares of stock of the Corporation shall
have no preemptive right to purchase, subscribe for or otherwise acquire
shares of stock of the Corporation, rights, warrants or options to purchase
stocks or securities of any kind convertible into stock of the Corporation.

          Section 5.  Dividends.  Dividends in cash, property or shares of the
Corporation may be paid, as and when declared by the Board of Directors, out
of funds of the Corporation to the extent and in the manner permitted by law.

          Section  6. Distribution  in  Liquidation.  Upon any liquidation,
dissolution or winding up of the Corporation, and after paying or adequately
providing for the payment of all its obligations, the remainder of the assets
of the Corporation shall be distributed, either in cash or in kind, pro rata
to the holders of the common stock, subject to preferences, if any, granted to
holders of the preferred shares. The Board of Directors may, from time to
time, distribute to the shareholders in partial liquidation from stated
capital of the Corporation, in cash or property, without the vote of the
shareholders, in the manner permitted and upon compliance with limitations
imposed by law.

                                   ARTICLE VI
                             Voting by Shareholders
                             ----------------------

          Section 1. Voting Rights; Cumulative Voting. Each outstanding share
of common stock is entitled to one vote and each fractional share of common
stock is entitled to a corresponding fractional vote on each matter submitted
to a vote of shareholders. Cumulative voting shall not be allowed in the
election of Directors of the Corporation and every shareholder entitled to
vote at such election shall have the right to vote the number of shares owned
by him for as many persons as there are Directors to be elected, and for whose
election he has a right to vote. Preferred shares have no voting rights unless
granted by amendment to these Articles of Incorporation.

          Section 2. Majority Vote. When, with respect to any action to be
taken by the Shareholders of the Corporation, the Colorado Corporation Code
requires the vote or concurrence of the holders of two-thirds of the
outstanding shares entitled to vote thereon, or of any class or series, any
and every such action shall be taken, notwithstanding such requirements of the
Colorado Corporation Code, by the vote or concurrence of the holders of a
majority of the outstanding shares entitled to vote thereon, or of any class
or series.

                                   ARTICLE VII
              Registered and Principal Office and Registered Agent
              ----------------------------------------------------

     The registered and principal office of the Corporation is located at 1291
So. Lincoln Street, Denver, CO 80210, and the name of the registered agent of
the Corporation at such address is Edward H. Hawkins.

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                                  ARTICLE VIII
                                  Incorporator
                                  ------------

          The name and address of the Incorporator is Edward H. Hawkins, 1291
S. Lincoln Street, Denver, CO 80210.

                                   ARTICLE IX
                               Board of Directors
                               ------------------

          Section 1. The corporate powers shall be exercised by a majority of
the Board of Directors. The number of individuals to serve on the Board of
Directors shall be set forth in the Bylaws of the Corporation; provided,
however, that the initial Board of Directors shall consist of one person
below-named to manage the affairs of the Corporation until such time as he
resigns or his successor is elected by a majority vote of the Shareholders:

         Name of Director                           Address
         -----------------                          -------
         Edward H. Hawkins                          1291 So. Lincoln St.
                                                    Denver, CO 80210


          Section  2.  If in the interval between the annual meetings of
shareholders of the Corporation, the Board of Directors of the Corporation
deems it desirable that the number of Directors be increased, additional
Directors may be elected by a unanimous vote of the Board of Directors of the
Corporation then in office, or as other wise set forth in the Bylaws of the
Corporation.

          Section  3. The number of Directors comprising the whole Board of
Directors may be increased or decreased from time to time within such
foregoing limit as set forth in the Bylaws of the Corporation.

                                    ARTICLE X
                        Powers of the Board of Directors
                        --------------------------------

          In furtherance and not in limitation of the powers conferred by the
State of Colorado, the Board of Directors is expressly authorized and
empowered:

          Section 1.  Bylaws.  To make, alter, amend and repeal the Bylaws,
subject to the power of the shareholders to alter or repeat the Bylaws made by
the Board of Directors.

          Section 2. Book and Records.  Subject to the applicable provisions
of the Bylaws then in effect, to determine, from time to time, whether and to
what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the Corporation or any of them, shall
be open to shareholder inspection. No shareholder shall have any right to
inspect any of the accounts, books, or documents of the Corporation, except as
permitted by law, unless and until authorized to do so by resolution of the
Board of Directors or of the shareholders of the Corporation.


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          Section  3.  Power  to  Borrow.   To authorize and issue,  without
shareholder consent, obligations of the Corporation, secured and unsecured,
under such terms and conditions as the Board, in its sole discretion, may
determine, and to pledge, or mortgage, as security therefore, any real or
personal property of the Corporation, including after-acquired property.

          Section 4. Dividends.  To determine whether any and, if so, what
part, of the earned surplus of the Corporation shall be paid in dividends to
the shareholders, and to direct and determine other use and disposition of any
such earned surplus.

          Section5.  Profits.  To fix, from time to time, the amount of the
profits of the Corporation to be reserved as working capital or for any other
lawful purposes.

          Section 6.  Employees'  Plans.  From time to time to provide and
carry out and to recall, abolish, revise, amend, alter, or change a plan or
plans for the participation by all or any of the employees, including
Directors and officers of this Corporation or of any corporation in which or
in the welfare of which the Corporation has any interest, and those actively
engaged in the conduct of this Corporation's business, in the profits of this
Corporation or of any branch or division thereof, as a part of this
Corporation's legitimate expenses, and for the furnishing to such employees
and persons, or any of them, at this Corporation's expense, of medical
services, insurance against accident, sickness, or death, pensions during old
age, disability, or unemployment, education, housing, social services,
recreation, or other similar aids for their relief or general welfare, in such
manner and upon such terms and conditions as may be determined by the Board of
Directors.

          Section 7.  Warrants and Options.  The Corporation, by resolution or
resolutions of its Board of Directors, shall have power to create and issue,
whether or not in connection with the issue and sale of any shares of any
other securities of the Corporation, warrants, rights, or options entitling
the holders thereof to purchase from the Corporation any shares of any class
or classes of any other securities of the Corporation, such warrants, rights &
options to be evidenced by or in such instrument or instruments as shall be
approved by the Board of Directors. The terms upon which, the time or times
(which may be limited or unlimited in duration), and the price or prices (not
less than the minimum amount prescribed by law, if any) at which any such
warrants, rights, or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of such
warrant, right, or option shall be such as shall be fixed and stated in the
resolution or resolutions of the Board of Directors providing for the creation
and issue of such warrants, rights or options. The Board of Directors is
hereby authorized to create and issue any such warrants, rights or options
from time to time for such consideration, and to such persons, firms, or
corporations, as the Board of Directors may determine.

          Section 8. Compensation. To provide for the reasonable compensation
of its own members, and to fix the terms and conditions upon which such
compensation will be paid.

          Section 9. Not in Limitation.  In addition to the powers and
authority hereinabove, or by statute expressly conferred upon it, the Board of
Directors may exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, subject, nevertheless, to the
provisions of the laws of the State of Colorado, of these Articles of
Incorporation and of the Bylaws of the Corporation.

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                                   ARTICLE XI
                 Right of Directors to Contract with Corporation
                 -----------------------------------------------

          No contract or other transaction between this 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 shall be either void or voidable solely because of such
relationship or interest or solely because such 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 solely because 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 or consent sufficient for the purpose
without counting the votes of 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.

                                ARTICLE XII
                           Corporate Opportunity
                           ---------------------

     The officers, Directors and other members of management of this
Corporation shall be subject to the doctrine of "corporate opportunities" only
insofar as it applies to business opportunities in which this Corporation has
expressed an interest as determined from time to time by this Corporation's
Board of Directors as evidenced by resolutions appearing in the Corporation's
minutes. Once such areas of interest are delineated, all such business
opportunities within such areas of interest which come to the attention of the
officers, Directors, and other members of management of this Corporation shall
be disclosed promptly to this Corporation and made available to it. The Board
of Directors may reject any business opportunity presented to it and
thereafter any officer, Director or other member of management may avail
himself of such opportunity. Until such time as this Corporation, through its
Board of Directors, has designated an area of interest, the officers,
Directors and other members of management of this Corporation shall be free to
engage in such areas of interest on their own and this doctrine shall not
limit the right of any officer, Director or other member of management of this
Corporation to continue a business existing prior to the time that such area
of interest is designated by the Corporation. This provision shall not be
construed to release any employee of this corporation (other than an officer,
Director or member of management) from any duties which he may have to this
Corporation.

                               ARTICLE XIII
                Indemnification of Officers, Directors and Others
                -------------------------------------------------

     The Board of Directors of the Corporation shall have the power to:


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     A. 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 attorney's 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 interests of the
Corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was 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 interests of the Corporation and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

     B. 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 the Corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorney's
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 interests 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
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems proper.

     C. Indemnify a Director, officer, employee or agent of the Corporation to
the extent that such person has been successful on the merits in defense of
any action, suit or proceeding referred to in Subparagraph A or B of this
Article or in defense of any claim, issue, or matter therein, against expenses
(including  attorney's fees) actually and reasonably incurred by him in
connection therewith.

     D. Authorize indemnification under Subparagraph A or B of this Article
(unless ordered by a court) in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in said Subparagraph A or B. 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 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 by the
shareholders.



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     E. Authorize payment of expenses (including attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the
final disposition of such action,  suit or proceeding as authorized in
Subparagraph D of this Article upon receipt of an undertaking by or on behalf
of the Director, officer, employee 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.

     F. Purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the Corporation or who 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 provision of this Article.

     The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
these Articles of Incorporation, and the Bylaws, agreement, vote of
shareholders or disinterested directors or otherwise, and any procedure
provided for by any of the foregoing, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of heirs, executors and
administrators of such a person.

                                 ARTICLE XIV
                                Right to Amend
                                --------------

     The right is expressly reserved to amend, alter, change, or repeal any
provision or provisions contained in these Article of Incorporation or any
Article herein by a majority vote of the members of the Board of Directors,
and a majority vote of the shareholders of the Corporation.

     IN WITNESS WHEREOF, the undersigned has set his hand and seal this 26th
day of September, 1994.


/s/ Edward H. Hawkins
-------------------------------
Edward H. Hawkins, Incorporator

                               CONSENT OF AGENT

     The undersigned hereby consents to be the Agent for Invest Holdings
Group, Inc., under the Section 105 of the Colorado Business Corporations Act,
until such time has he resigns such position.


/s/ Edward H. Hawkins
----------------------------
    Edward H. Hawkins

1291 So. Lincoln St., Denver, CO 80210



                                       8



                            ARTICLES OF AMENDMENT TO
               THE ARTICLES OF INCORPORATION OF REGENTS ROAD, LTD.

     Pursuant to the Colorado Revised Statutes, Section 7-110-101 et seq. and
pursuant to the recommendations of the Board of Directors and the vote of the
majority of shareholders of the corporation, Regents Road, Ltd., a Colorado
corporation, hereby amends its Articles of Incorporation as follows:

     1.  The shareholders, amend Article 1 of the Articles of
         Incorporation by amending the name of the Company from
         Regents Road, Ltd., to AdPads Incorporated pursuant to
         C.R.S. Section 7-110-106;

     2.  The shareholders of the Corporation, constituting 89%
         of the issued and outstanding shares of the company, having
         conducted the continued meeting from January 26, 2000, have
         properly adopted the Amendment to the Articles pursuant to
         statute.


     So certified by the undersigned acting temporary Secretary of Regents
Road, Ltd. on behalf of its shareholders.


                                   /s/ Richard Muller
                                   Richard Muller, Temporary Secretary