Exhibit 3.1

                                                                        C06296
        FILED                                                               AM
  IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
    STATE OF NEVADA
                            ARTICLES OF INCORPORATION
    AUG 28 1995
    14403-95                          of

                      PROFESSIONAL MINING CONSULTANTS, INC.

         The undersigned, being of the age of majority, file Articles of
Incorporation to conduct business in corporate form according to Chapter 78
(Private Corporation Act) of the statutes and the law of the State of Nevada.

1.0      NAME

         The name of the corporation is PROFESSIONAL MINING CONSULTANTS, INC.

2.0      DURATION

         The period of duration of the Corporation is perpetual.

3.0      PURPOSES AND POWERS

         3.1       PURPOSES

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

                    3.1.1 To do  everything  necessary,  proper,  advisable,  or
convenient  for the  accomplishment  of the  foregoing  purposes,  and to do all
things  incidental to them or connected  with them that are not forbidden by the
Nevada Private  Corporation Act (hereinafter  "Act"),  by other law, or by these
Articles.

                    3.1.2 To carry on any other  activities and business  lawful
in Nevada or the United States of America.

          3.2     POWERS

          The  Corporation,  subject  to any  specific  written  limitations  or
restrictions  imposed by the Act or by these  Articles of  incorporation,  shall
have the right to and may exercise the following powers:

                    3.2.1 To have  and  exercise  all  powers  specified  in the
Private Corporation Act of Nevada.;

                    3.2.2 To enter into lawful arrangements for sharing profits,
deferring compensation,  making and entering into pension plans and the like for
its  employees;   to  enter  into  reciprocal   associations,   joint  ventures,
partnerships,  cooperative  associations,  limited liability companies and other
similar activities;

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                    3.2.3 To make any  guaranty  respecting  stocks,  dividends,
securities,  indebtedness,  interest, contracts, or other obligations created by
any domestic or foreign corporations,  associations,  partnerships, individuals,
or other entities;

                    3.2.4 Each of the foregoing clauses of this Section shall be
construed as independent  powers and the matters  expressed in each clause shall
not,  unless  otherwise  expressly  provided,  be  limited by  reference  to, or
inference  from,  the terms of any other  clause.  The  enumeration  of specific
powers shall not be construed as limiting or  restricting  in any manner  either
the meaning of general terms used in any of these  clauses,  or the scope of the
general  powers of the  Corporation  created by them nor shall the expression of
one thing in any of these  clauses be deemed to exclude  another not  expressed,
although it be of like nature.

                    3.2.5  The  corporation  shall  not  engage  in  the  trust,
banking, insurance or railroad business.

          3.3     CARRYING OUT OF PURPOSES AND EXERCISE OF POWERS
                  IN ANY JURISDICTION

          The Corporation may carry out its purposes and exercise it's powers in
any state,  territory,  district,  or possession of the United States, or in any
foreign country,  to the extent that these purposes and powers are not forbidden
by the law of the  state,  territory,  district,  or  possession  of the  United
States, or by the foreign country; and it may limit the purpose or purposes that
it  proposes  to  carry  out  or the  powers  it  proposes  to  exercise  in any
application to do business in any state,  territory,  district, or possession of
the United States or foreign country.

          3.4     DIRECTION OF PURPOSES AND EXERCISE OF POWERS BY DIRECTORS

          The  Directors,   subject  to  any  specific  written  limitations  or
restrictions  imposed by the Act or by these  Articles of  Incorporation,  shall
direct  the  carrying  out  of the  purposes  and  exercise  the  powers  of the
Corporation  without  previous  authorization  or  subsequent  approval  by  the
shareholders of the Corporation.

4.0       SHARES

          4.1     NUMBER

          The  aggregate  number  of  shares  that the  Corporation  shall  have
authority to issue shall be 50,000,000 shares of common stock, each share having
a par value of 1 mil. All shares shall be common, voting, and non-assessable.

          4.2     DIVIDENDS

          The  holders of the Capital  Stock shall be entitled to receive,  when
and as  declared  by the  Board  of  Directors,  solely  out of  unreserved  and
unrestricted earned surplus,  dividends payable either in cash, in property,  or
in shares of the Capital Stock.

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No dividends  shall be paid if the source out of which it is proposed to pay the
dividend is due to or arises  from  unrealized  appreciation  in value or from a
revaluation of assets; or if the corporation is incapable of paying its debts as
they become due in the usual course of business.

          4.3     CUMULATIVE VOTING; PRE-EMPTIVE RIGHTS

          There shall be no cumulative voting for Directors.  Pre-emptive rights
shall not be granted.

5.0      MINIMUM CAPITAL

          The Corporation will not commence business until  consideration of the
value of at least $1,000 has been received.

6.0      REGULATION OF INTERNAL AFFAIRS

          6.1     BYLAWS

          The initial  Bylaws  shall be adopted by the Board of  Directors.  The
power to alter,  amend,  or repeal the  Bylaws or to adopt new  Bylaws  shall be
vested in the Board of  Directors.  The Bylaws may  contain  provisions  for the
regulation and  management of the affairs of the  Corporation  not  inconsistent
with the Act or these Articles.

         6.2     TRANSACTIONS IN WHICH DIRECTORS HAVE AN INTEREST

         Any contract or other  transaction  between the Corporation and one or
more of its  Directors or between the  Corporation  and any firm of which one or
more of its Directors are members or employees, or in which they are interested,
or between the  Corporation  and any  corporation or association of which one or
more  of its  Directors  are  shareholders,  members,  directors,  officers,  or
employees  or in which  they are  interested,  shall be valid for all  purposes,
notwithstanding  the presence of the Director or Directors at the meeting of the
Board of Directors of the  Corporation  that acts upon,  or in reference to, the
contract or transaction,  and  notwithstanding his or their participation in the
action, if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors  shall,  nevertheless,  authorize or ratify
the contract or transaction,  the interested Director or Directors to be counted
in  determining  whether a quorum is present  and to be entitled to vote on such
authorization or ratification.  The section shall not be construed to invalidate
any contract or other transaction that would otherwise be valid under the common
and statutory law applicable to it.

         6.3   INDEMNIFICATION AND RELATED MATTERS



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               6.3.1 The  Corporation  shall 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 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 expense (including attorneys fees), judgment,
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,  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 or  not  opposed  to  the  best  interest  of the
Corporation  and, with respect to any criminal action or proceeding.  had actual
knowledge that his or her conduct was unlawful.

               6.3.2 The  Corporation  shall have power to indemnify  any person
who was or is a party or is threatened  to be made a party to any  threatened or
completed  action or suit by or in the  right of the  Corporation  to  procure a
judgment  in it's  favor by  reason  of the fact  that he is or was a  director,
officer, employee or agent of the Corporation,  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) 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 interest of the Corporation except that no indemnification shall be made in
respect of any claim,  issue or matter as to which such  person  shall have 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 shall determine 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 indemnity for such expense the court
shall deem proper.

               6.3.3 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 (a) and (b) or in defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including attorneys fees) actually and reasonably incurred by him in connection
therewith.

               6.3.4 Any indemnification  under (a) and (b) (unless ordered by a
court) shall be made by the Corporation  only as authorized in the specific case
upon a determination  by the Corporation 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 (a) and (b).  Such  determination
shall  be made (1) by the  Board of  Directors  by a  majority  vote of a quorum
consisting of Directors who were not parties to

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such action, suit or proceeding,  or (2) if such a quorum is not obtainable,  or
even if  obtainable,  if a quorum of  disinterested  Directors  so  directs,  by
independent legal counsel in a written opinion, or (3) by the shareholders.

               6.3.5 Expenses  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 (d) upon receipt of an  undertaking by or on behalf of the Director,
officer,  employee or agent to repay such amount  unless it shall  ultimately be
determined  that  he is  entitled  to  be  indemnified  by  the  Corporation  as
authorized in this section.

               6.3.6 The  indemnification  provided by this section shall not be
deemed  exclusive of any other rights to which those  identified may be entitled
under any Bylaw,  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 shall continue as to a person
who has ceased to be a Director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and personal representatives of such person.

               6.3.7 The  Corporation  shall have power to 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 section.

               6.3.8 A  Director  shall not be  personally  liable for breach of
fiduciary  duty when  acting  either as a Director  or  Officer  except for acts
involving intentional  misconduct,  fraud, a knowing violation of the law or the
payment of illegal dividends. NRS 78.037. NRS 78.300.

         6.4     REMOVAL OF DIRECTORS

         Removal shall be governed by the Bylaw provisions and the Act.

         6.5     AMENDMENT OF ARTICLES

         The   Corporation   reserves  the  right  to  amend  the  Articles  of
Incorporation in any manner now or hereafter permitted by the Act.

7.0      REGISTERED AGENT:  ADDRESS OF CORPORATION

          7.1  The  "registered  office" of the  corporation  shall be 1700 East
Desert Inn Road, Suite 113, Las Vegas, Nevada 89109.

          7.2  The initial registered agent shall be Robert C. Bovard, 1700 East
Desert Inn Road, Suite 113, Las Vegas, Nevada 89109.

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8.0     IDENTITY OF DIRECTOR(S)

     The initial Board of Directors (the Directors  shall be styled as Directors
and not as Trustees) shall be one in number but may be expanded at the formation
and  organization  meeting or by  authority  of Bylaws.  Members of the Board of
Directors  need not be  residents  of  Nevada.  The names and  addresses  of the
person(s) to serve as  Director(s)  until the formation  meeting or first annual
meeting and until his  successor(s)  shall have been  elected and  qualified  or
until the number of members of the Board of Directors is expanded is:

                                Robert C. Bovard
                            1700 East Desert Inn Road
                                    Suite 113
                             Las Vegas, Nevada 89109

     The number of  Directors  may be changed  from time to time by amendment of
the Bylaws but no decrease  shall have the effect of reducing  such number below
one or of  shortening  the  term  of any  incumbent  Director.  Anything  to the
contrary  notwithstanding,  however,  the  number  shall not be less than two it
there  are  only  two  shareholders  of  record  or one is  there  is  only  one
shareholder of record. The Board if there are more than two shareholders,  shall
consist of not less than three nor more than seven members.

9.0      ORIGINAL  INCORPORATORS

         The name, address and identity of the original Incorporator is:

                                Robert C. Bovard
                            1700 East Desert Inn Road
                                    Suite 113
                             Las Vegas, Nevada 89109

         DATED this 24th day of August, 1995
                    ----

                                           /s/ Robert C. Bovard
                                          ------------------------------
                                          ROBERT C. BROVARD


                                    RECEIVED

                                   AUG 25 1995

                               Secretary of state

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                                  VERIFICATION

STATE OF NEVADA

COUNTY OF CLARK

     On the 24th day of August,  1995 Robert C.  Bovard,  known to me,  appeared
            ----
before me.  After  being  sworn,  he then  executed  the  foregoing  Articles of
Incorporation in my presence.

                                         /s/ G. A. Nobil
                                     --------------------------------------
                                     Notary Public

NOTARY'S STAMP:
                                     [Notary Seal]




                         ACCEPTANCE OF REGISTERED AGENT

     I, Robert C. Bovard  hereby  accept the  position  as  registered  agent of
Professional Mining Consultants, Inc.

     DATED this 24th day of August, 1995.
                ----


                                          /S/ Robert C.  Bovard
                                       ------------------------------
                                       ROBERT C. BOVARD



                                           RECEIVED

                                         AUG 25 1995

                                      Secretary of State

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