Exhibit  3.(i)
CERTIFICATE OF INCORPORATION



BEACH COUCH, INC


The undersigned,  a natural person,  for the purpose of organizing a corporation
for conducting business and promoting the purposes hereinafter stated, under the
provisions and subject to the  requirements of the laws of the State of Delaware
(particularly  Chapter 1, Title 8 of the Delaware  Code and the acts  amendatory
thereof and supplemental thereto, and known, identified,  and referred to as the
"General Corporation Law of the State of Delaware"), hereby certifies that:.


FIRST:  The name of the corporation  (hereinafter  called "the  corporation") is
BEACH COUCH, INC.


SECOND;  The  address,  including  street,  number,  city,  and  county,  of the
registered  office of the  corporation  in the State of  Delaware is 1013 Centre
Road,  City of  Wilmington  19805,  County  of New  Castle;  and the name of the
registered  agent of the corporation in the State of Delaware at such address is
Corporation Service Company.


THIRD;  The nature of the business and the purpose to be conducted  and promoted
by the  corporation  is to  engage  in any  lawful  act or  activity  for  which
corporations may be organized under the General  Corporation Law of the State of
Delaware.

FOURTH: The total number of shares which the corporation shall have authority to
issue is 70 million, which are divided into 20 million Preferred shares of a par
value of one hundredth of a cent ($.0001) each and 50 million Common shares of a
par value of one hundredth of a cent ($.0001) each.


Pursuant  to  the  provisions  of  Section  151  (g)  of  the  Delaware  General
Corporation  Law,  the  powers,  designations,  preferences,  and  rights of the
Preferred shares, along with any qualifications,  limitations,  or restrictions,
shall be provided for in a  resolution  or  resolutions  adopted by the Board of
Directors of the corporation,  and a certificate of designations setting forth a
copy of such resolution or resolutions shall be executed, acknowledged and filed
with the Secretary of State.

Each issued and  outstanding  Common share shall  entitle the holder  thereof to
full voting power.  Except as any provision of the law may otherwise require, no
share of any series of Preferred  shares shall entitle the holder thereof to any
voting power.

FIFTH: The name and the mailing address of the incorporator are as follows:


        NAME                                                  MAILING ADDRESS
        ----                                                  ---------------
  J. E. Costelloe                                 5670 Wilshire Blvd., Suite 750
                                                   Los Angeles, California 90036

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SIXTH; The corporation is to have perpetual existence.

SEVENTH;   Whenever  a  compromise  or  arrangement  is  proposed  between  this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware  Code order a meeting of the creditors or
class of creditors,  and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs.  If a majority  in number  representing  three  fourths in value of the
creditors  or  class  of  creditors,  and/or  of the  stockholders  or  class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or  arrangement,,  the said  compromise or  arrangement  and the said
reorganization  shall, if sanctioned by the court to which the said  application
has been made, be binding on all the creditors or class of creditors,  and/or on
all the stockholders or class of stockholders,  of this corporation, as the case
may be, and also on this corporation. EIGHTH; For the management of the business
and  for  the  conduct  of the  affairs  of  the  corporation,  and  in  further
definition,  limitation,  and regulation of the powers of the corporation and of
its directors and of its stockholders or any class thereof,  as the case may be,
it is further provided:


     1. The  management  of the  business  and the conduct of the affairs of the
corporation  shall be vested in its Board of Directors.  The number of directors
which shall constitute the whole Board of Directors shall be fixed by, or in the
manner provided in, the Bylaws.

     The phrase "whole Board" and the phrase "total numberof directors" shall be
deemed to have the same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of directors need
be by written ballot.

     2. After the original or other Bylaws of the corporation have been adopted,
amended,  or repealed,  as the case may be, in accordance with the provisions of
Section 109 of the General Corporation Law of the State of Delaware,  and, after
the  corporation  has  received  any payment for any of its stock,  the power to
adopt,  amend,  or repeal the Bylaws of the  corporation may be exercised by the
Board of Directors of the corporation; provided, however, that any provision for
the  classification of directors of the corporation for staggered terms pursuant
to the  provisions of subsection  (d) of Section 141 of the General  Corporation
Law of the  State of  Delaware  shall be set forth in an  initial  Bylaw or in a
Bylaw adopted by the  stockholders  entitled to vote of the  corporation  unless
provisions  for such  classification  shall be set forth in this  certificate of
incorporation.


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     3. Whenever the corporation  shall be authorized to issue only one class of
stock, each outstanding share shall entitle the holder thereof to notice of, and
the right to vote at, any  meeting of  stockholders.  Whenever  the  corporation
shall be authorized to issue more than one class of stock, no outstanding  share
of any class of stock which is denied  voting power under the  provisions of the
certificate  of  incorporation  shall entitle the holder thereof it the right to
vote at any meeting of stockholders except as the provisions of paragraph (2) of
subsection  (b) of Section  242 of the General  Corporation  Law of the State of
Delaware  shall  otherwise  require;  provided,  that no share of any such class
which is otherwise  denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said class.


NINTH;  The personal  liability of the  directors of the  corporation  is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection  (b) of Section  102 of the General  Corporation  Law of the State of
Delaware, as the same may be amended and supplemented.

TENTH; The corporation  shall, to the fullest extent permitted by the provisions
of Section 145 of the General  Corporation Law of the State of Delaware,  as the
same may be amended and  supplemented,  indemnify  any and all  persons  whom it
shall have power to indemnify under said section from and against any and all of
the expenses,  liabilities,  or other matters  referred to in or covered by said
section,  and the  indemnification  provided  for  herein  shall  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any  Bylaw,  agreement,  vote of  stockholders  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 administrators of such a person.


ELEVENTH:  From  time to time  any of the  provisions  of  this  certificate  of
incorporation  may be  amended,  altered,  or  repealed,  and  other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  of the  corporation by this
certificate  of  incorporation  are granted  subject to the  provisions  of this
Article ELEVENTH.




  Signed on June 3, 1998.

  /s/ J.E. CASTELLOE
  -------------------------------------
  J. E. Costelloe, Incorporator


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