ARTICLES OF INCORPORATION
                            -------------------------
                                       OF
                                       --
                            BRIDGE CAPITAL.COM, INC.
                            ------------------------

     FIRST.     The  name  of  the  corporation  is:
     ------
                            BRIDGE CAPITAL.COM, INC.

     SECOND.     Its  principle  office in the State of Nevada is located at 251
     -------
Jeanell  Dr.  Suite  3,  Carson  City,  NV  89703, although this Corporation may
maintain  an office, or offices, in such other place within or without the state
of  Nevada  as may from time to time be designated by the Board of Directors, or
by  the  by-laws  of said Corporation, and that this Corporation may conduct all
Corporation  business  of  every  kind  and nature, including the holding of all
meetings  of  Directors and Stockholders, outside the State of Nevada as well as
with  the  State  of  Nevada.

     THIRD.  The  objects for which this Corporation is formed are: To engage in
     -----
any  lawful  activity,  including,  but  not  limited  to  the  following:

     (A)  Shall have such rights, privileges and powers as may be conferred upon
corporations  by  any  existing  law.

     (B)  may  at any time exercise such rights, privileges and powers, when not
inconsistent  with  the  purposes  and  objects  for  which  this corporation is
organized.

     (C)  Shall  have  power  to  have  succession by its corporate name for the
period  limited  in  its  certificate  or articles of incorporation, and when no
period  is  limited,  perpetually,  or  until dissolved and its affairs wound up
according  to  law.

     (D)  Shall  have  power  to  sue and be sued in any court of law or equity.

     (E)  Shall  have  power  to  make  contracts.

     (F)  Shall have power to hold, purchase and convey real and personal estate
and  to mortgage or lease any such real and personal estate with its franchises.
The  power  to hold real and personal estate shall include the power to take the
same  devise or bequest in the State of Nevada, or any other state, territory or
country.

     (G) Shall have the power to appoint such officers and agents as the affairs
of  the  corporation  shall  require,  and  to allow them suitable compensation.

     (H) Shall have power to make by-laws not inconsistent with the constitution
of  the United States, or of the State of Nevada, for the management, regulation


                                        1
<PAGE>

and  government  of  its  affairs  and  property, the transfer of its stock, the
transaction  of  its  business,  and  the calling and holding of meetings of its
stockholders.

     (I)  Shall  have  power  to  wind up and dissolve itself, or be wound up or
dissolved.

     (J)  Shall  have  power  to  adopt  and  use  a common seal or stamp by the
corporation on any corporate documents is not necessary. The corporation may use
a seal or stamp, if it desires, but such non-use shall not in any way affect the
legality  of  the  document.

     (K)  Shall have the power to borrow money and contract debts when necessary
for  the  transaction  of  its  business,  or  for the exercise of its corporate
rights,  privileges  or  franchises,  or  for  any  other  lawful purpose of its
incorporation;  to issue bonds, promissory notes, bills of exchange, debentures,
and  other obligations and evidences of indebtedness, payable upon the happening
of  a  specified  event  or  events,  whether  secured  by  mortgage, pledge, or
otherwise,  or  unsecured,  for  money  borrowed,  or  in  payment  for property
purchased,  or  acquired,  or  for  any  other  lawful  object.

     (L)  Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock, or any
bonds,  securities  or  evidences  of  the  indebtedness  created  by  any other
corporation  or  corporations  of  the  State  of  Nevada, or any other state or
government,  and  while  owners of such stock, bonds, securities or evidences of
indebtedness,  to  exercise  all the rights, powers and privileges of ownership,
including  the  right  to  vote,  if  any.

     (M) Shall have power to purchase, hold, sell and transfer shares of its own
capital  stock, and use therefor its capital, capital surplus, surplus, or other
property  or  fund.

     (N)  Shall  have  power  to conduct business, have one or more offices, and
hold,  purchase,  mortgage and convey real and personal property in the State of
Nevada  and  in  any of the states, territories, possessions and dependencies of
the  United  States,  the  District  of  Columbia,  and  any  foreign countries.

     (O)  Shall have power to do all and everything necessary and proper for the
accomplishment  of  the  objects  enumerated  in  its certificate or articles of
incorporation,  or  any  amendment  thereof,  or  necessary or incidental to the
protection  and  benefit  of  the  corporation, and, in general, to carry on any
lawful  business necessary or incidental to the attainment of the objects of the
corporation,  or  any  amendment  thereof.

     (P)  Shall  have  the power to make donations for the public welfare or for
charitable,  scientific  or  educational  purposes.


                                        2
<PAGE>

     (Q) Shall have the power to enter into partnerships, general or limited, or
joint  ventures,  in  connection  with  any  lawful  activities.

     FOURTH.     That  the  voting common stock authorized that may be issued by
     -------
the  corporation is FIFTY MILLION (50,000,000) shares of stock with a nominal or
par  value  of .001 and ONE MILLION (1,000,000) shares of preferred stock with a
nominal  or par value of .001 no other class of stock shall be authorized.  Said
shares with a nominal or par value may be issued by the corporation from time to
time  for  such considerations as may be fixed from time to time by the Board of
Directors.

     FIFTH.  The  governing body of the corporation shall be known as directors,
     -----
and  the  number of directors may from time to time be increased or decreased in
such  manner  as shall be provided by the By-Laws of this Corporation, providing
that  the number of directors shall be reduced to no less than one (1). The name
and  post  office  address  of  the first board of Directors shall he one (1) in
number  and  lifted  as  follows:

     NAME                              POST  OFFICE  ADDRESS
Michael  D.  Taylor                 251  Jeanell  Dr.  Suite  3
                                     Carson  City,  NV  89703

     SIXTH.     The  capital  stock, after the amount of the subscription price,
     ------
or  par  value,  has been paid in, shall not be subject to assessment to pay the
debts  of  the  corporation.

     SEVENTH.  The  name  and post office address of the incorporator(s) signing
     -------
the  Articles  of  Incorporation  is  as  follows:

     NAME                              POST  OFFICE  ADDRESS
Michael  D.  Taylor                 251  Jeanell  Dr.  Suite  3
                                     Carson  City,  Nevada  89703

     EIGHTH.     The  resident  agent  for  this  corporation  shall  be:
     -------
                        CORPORATE ADVISORY SERVICE, INC.

The  address  of  said  agent,  and,  the principle or statutory address of this
corporation  in  the  State  of  Nevada  is:

                            251 Jeanell Dr. Suite 3,
                            Carson City, Nevada 89703

     NINTH.     The  corporation  is  to  have  perpetual  existence.
     ------

     TENTH.  In  furtherance  and  not  in limitation of the powers conferred by
     -----
statute,  the  Board  of  Directors  is  expressly  authorized:


                                        3
<PAGE>

     Subject to the By-Laws, if any, adopted by the stockholders, to make, alter
or  amend  the  By-Laws  of  the  Corporation.

     To  fix  the  amount  to  be reserved as working capital over and above its
capital  stock  paid  in;  to  authorize and cause to be executed, mortgages and
liens  upon  the  real  and  personal  property  of  this  corporation.

     By  resolution  passed  by a majority of the whole Board, to consist of one
(1)  or  more  committees, each committee to consist of one or more directors of
the  corporation,  which,  to  the  extent provided in the resolution, or in the
By-Laws  of the Corporation, shall have and may exercise the powers of the Board
of  Directors  in the management of the business and affairs of the Corporation.
Such  committee, or committees, shall have such name, or names, as may be stated
in  the By-Laws of the Corporation, or as may be determined from time to time by
resolution  adopted  by  the  Board  of  Directors.

     When  and as authorized by the affirmative vote of the Stockholders holding
stock  entitling  them to exercise at least a majority of the voting power given
at  a Stockholders meeting called for the purpose, or when authorized by written
consent  of  the  holders  of at least a majority of the voting stock issued and
outstanding,  the  Board  of  Directors  shall  have  power and authority at any
meeting  to  sell,  lease  or  exchange  all  of  the property and assets of the
Corporation,  including  its  good  will and its corporate franchises, upon such
terms  and conditions as its Board of Directors deems expedient and for the best
interests  of  the  Corporation.

     ELEVENTH.     No  shareholder  shall  be  entitled  as a matter of right to
     ---------
subscribe  for,  or  receive  additional  shares  of  any  class of stock of the
Corporation,  whether  now  or  hereafter  authorized or any bonds debentures or
securities  convertible  into stock may be issued or disposed of by the Board of
Directors  to  such  persons  and an such terms as is in its discretion it shall
deem  advisable.

     TWELFTH.  No  director  or  officer  of the Corporation shall be personally
     -------
liable  to  the Corporation or any of its stockholders for damages for breach of
fiduciary  duty  as  a  director or officer involving any act of omission of any
such  director or officer; provided, however, that the foregoing provision shall
not  eliminate  or  limit  the  liability  of  a director or officer for acts or
omissions  which involve intentional misconduct, fraud or a knowing violation of
the law, or the payment of dividends in violation of Section 78.300of the Nevada
Revised Statutes. Any repeal or modification of this Article by the stockholders
of the Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for  acts  or  omissions  prior  to  such  repeal  or  modification.


                                        4
<PAGE>

     THIRTEENTH. This Corporation reserves the right to amend, alter, change, in
     ----------
any  manner  now  or  hereafter  prescribed  by  statute,  or by the Articles of
Incorporation,  and  all  rights  conferred upon Stockholders herein are granted
subject  to  this  reservation.

          I, THE UNDERSIGNED, being the Incorporator Herein before named for the
purpose  of forming a Corporation pursuant to the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring  and  certifying  that the facts herein are true, and accordingly have
hereunto  set  my  hand  this  7th.  day  of  December,  1999.



                           __________________________
                                Michael D. Taylor

STATE  OF  NEVADA     )
                      )     SS:
CARSON  CITY          )

On  this  7th.  day  of  December,  1999, in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:

                                Michael D. Taylor

Known  to  be  the person whose name is subscribed to the foregoing document and
acknowledged  to  me  that  he  executed  the  same.



---------------------------------
          Notary  Public


Corporate  Advisory  Service,  Inc. does hereby accept as Resident Agent for the
previously  named  Corporation.

Corporate  Advisory  Service,  Inc.


-------------------------------------               ----------------------
By  Michael  D.  Taylor,  President                         Date


                                        5
<PAGE>