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                                                                     Exhibit 3.1



                            ARTICLES OF INCORPORATION
                                       OF
                       BOULDER CAPITAL OPPORTUNITIES, INC.


        The undersigned, who, if a natural person, is eighteen years of age or
older, hereby establishes a corporation pursuant to the Colorado Business
Corporation Act as amended and adopts the following Articles of Incorporation:

        FIRST: The name of the corporation is Boulder Capital Opportunities,
Inc.

        SECOND: The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations organized
under the laws of Colorado. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The corporation may conduct part or all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.

        THIRD: The aggregate number of shares which the corporation shall have
authority to issue is one hundred ten million (110,000,000) shares of which a
portion shall be common stock and a portion shall be preferred stock, all as
described below.

        A. Common Stock. The aggregate number of common shares which the
corporation shall have the authority to issue is one hundred million
(100,000,000), which shares shall be designated "Common Stock." Subject to all
the rights of the Preferred Stock as expressly provided herein, by law or by the
Board of Directors pursuant to this Article, the Common Stock of the corporation
shall possess all such rights and privileges as are afforded to capital stock by
applicable law in the absence of any express grant of rights or privileges in
these Articles of Incorporation, including, but not limited to, the following
rights and privileges:

                (a)     dividends may be declared and paid or set apart for
                        payment on the Common Stock out of any assets or funds
                        of the corporation legally available for the payment of
                        dividends;

                (b)     the holders of Common Stock shall have unlimited voting
                        rights, including the right to vote for the election of
                        directors and on all other matters requiring stockholder
                        action. Each holder of Common Stock shall have one vote
                        for each share of Common Stock standing in his name on
                        the books of the corporation and entitled to vote,
                        except that in the election of directors each holder of
                        Common Stock shall have as many votes for each share of
                        Common Stock held by him as there are directors to be
                        elected and for whose election the holder of Common
                        Stock has a right to vote. Cumulative voting shall not
                        be permitted in the election of directors or otherwise.

                (c)     on the voluntary or involuntary liquidation, dissolution
                        or winding up of the corporation, and after paying or
                        adequately providing for the payment of all of its
                        obligations and amounts payable in liquidation,
                        dissolution or winding up, and subject to the rights of
                        the holders of Preferred Stock, if any, the net assets
                        of the corporation shall be distributed pro rata to the
                        holders of the Common Stock.

        B. Preferred Stock. The aggregate number of preferred shares which this
        corporation shall have the authority to issue is ten million
        (10,000,000) shares, each with no par value, which shares shall be
        designated "Preferred Stock." Shares of Preferred Stock may be issued
        from time to time in one or more series as determined by the Board of
        Directors. The Board of Directors is hereby authorized, by resolution or
        resolutions, to provide from time to time, out of the unissued shares of
        Preferred Stock not then allocated to any series of Preferred Stock, for
        a series of the Preferred Stock. Each such series shall have distinctive
        serial designations. Before any shares of any such series of Preferred
        Stock are issued, the Board of Directors shall fix and determine, and is
        hereby expressly empowered to fix and determine, by resolution or
        resolutions, the voting powers, full or limited, or no voting powers,
        and the designations, preferences and



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        relative, participating, optional or other special rights, and the
        qualifications, limitations and restrictions thereof as provided by
        Colorado law. Before issuing any shares of a class or series, the
        corporation shall deliver to the secretary of state for filing articles
        of amendment to these articles of incorporation that set forth
        information required by Colorado law, including but not limited to, the
        designations, preferences, limitations, and relative rights of the class
        or series of shares.

        C. Voting. Unless otherwise ordered by a court of competent
        jurisdiction, at all meetings of shareholders one-third of the shares of
        a voting group entitled to vote at such meeting, represented in person
        or by proxy, shall constitute a quorum of that voting group.

        FOURTH: The number of directors of the corporation shall be fixed by the
bylaws, or if the bylaws fail to fix such a number, then by resolution adopted
from time to time by the board of directors, provided that the number of
directors shall not be more than five (5) nor less than one (1). One (1)
director shall constitute the initial board of directors. The following person
is elected to serve as the corporation's initial director until the first annual
meeting of shareholders or until his successors are duly elected and qualified:

        Name
        Address

        Robert Soehngen
        2434 Vine Place
        Boulder, CO 80304

        FIFTH: The street address of the initial registered office of the
corporation is 4750 Table Mesa Drive, Boulder, Colorado 80303. The name of the
initial registered agent of the corporation at such address is Gary S. Joiner.

        SIXTH: The address of the initial principal office of the corporation is
4750 Table Mesa Drive, Boulder, Co 80303.

        SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.

        (a)     Conflicting Interest Transactions. As used in this paragraph,
                "conflicting interest transaction" means any of the following:
                (i) a loan or other assistance by the corporation to a director
                of the corporation or to an entity in which a director of the
                corporation is a director or officer or has a financial
                interest; (ii) a guaranty by the corporation of an obligation of
                a director of the corporation or of an obligation of an entity
                in which a director of the corporation is a director or officer
                or has a financial interest; or (iii) a contract or transaction
                between the corporation and a director of the corporation or
                between the corporation and an entity in which a director of the
                corporation is a director or officer or has a financial
                interest. No conflicting interest transaction shall be void or
                voidable, be enjoined, be set aside, or give rise to an award of
                damages or other sanctions in a proceeding by a shareholder or
                by or in the right of the corporation, solely because the
                conflicting interest transaction involves a director of the
                corporation or an entity in which a director of the corporation
                is a director or officer or has a financial interest, or solely
                because the director is present at or participates in the
                meeting of the corporation's board of directors or of the
                committee of the board of directors which authorized, approves
                or ratifies a conflicting interest transaction, or solely
                because the director's vote is counted for such purpose if: (A)
                the material facts as to the director's relationship or interest
                and as to the conflicting interest transaction are disclosed or
                are known to the board of directors or the committee, and the
                board of directors or committee in good faith authorizes,
                approves or ratifies the conflicting interest transaction by the
                affirmative vote of a majority of the disinterested directors,
                even though the disinterested directors are less than a quorum;
                or (B) the material facts as to the director's relationship or
                interest and as to the conflicting interest transaction are
                disclosed or are known to the shareholders entitled to vote
                thereon, and the conflicting interest transaction is
                specifically authorized, approved or ratified in good faith by a
                vote of the shareholders; or (C) a conflicting interest
                transaction is fair as to the corporation as of the



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                time it is authorized, approved or ratified by the board of
                directors, a committee thereof, or the shareholders. Common or
                interested directors may be counted in determining the presence
                of a quorum at a meeting of the board of directors or of a
                committee which authorizes, approves or ratifies the conflicting
                interest transaction.

        (b)     Loans and Guaranties for the Benefit of Directors. Neither the
                board of directors nor any committee thereof shall authorize a
                loan by the corporation to a director of the corporation or to
                an entity in which a director of the corporation is a director
                or officer or has a financial interest, or a guaranty by the
                corporation of an obligation of a director of the corporation or
                of an obligation of an entity in which a director of the
                corporation is a director or officer or has a financial
                interest, until at least ten days after written notice of the
                proposed authorization of the loan or guaranty has been given to
                the shareholders who would be entitled to vote thereon if the
                issue of the loan or guaranty were submitted to a vote of the
                shareholders. The requirements of this paragraph (b) are in
                addition to, and not in substitution for, the provisions of
                paragraph (a) of Article SEVENTH.

        (c)     Indemnification. The corporation shall indemnify, to the maximum
                extent permitted by law, any person who is or was a director,
                officer, agent, fiduciary or employee of the corporation against
                any claim, liability or expenses arising against or incurred by
                such person made party to a proceeding because he is or was a
                director, officer, agent, fiduciary or employee of the
                corporation or because he was a director, officer, agent,
                fiduciary or employee of the corporation or because he is or was
                serving another entity as a director, officer, partner, trustee,
                employee, fiduciary or agent at the corporation's request. The
                corporation shall further have the authority to the maximum
                extent permitted by law to purchase and maintain insurance
                providing such indemnification.

        (d)     Limitation on Director's Liability. No director of this
                corporation shall have any personal liability for monetary
                damages to the corporation or its shareholders for breach of his
                fiduciary duty as a director, except that this provision shall
                not eliminate or limit the personal liability of a director to
                the corporation or its shareholders for monetary damages for:
                (i) any breach of the director's duty of loyalty to the
                corporation or its shareholders; (ii) acts or omissions not in
                good faith or which involve intentional misconduct or a knowing
                violation of law; (iii) voting for or assenting to a
                distribution in violation of Colorado Revised Statutes Section
                7-106-401 or the articles of incorporation if it is established
                that the director did not perform his duties in compliance with
                Colorado Revised Statutes Section 7-108-401, provided that the
                personal liability of a director in this circumstance shall be
                limited to the amount of the distribution which exceeds what
                could have been distributed without violation of Colorado
                Revised Statutes Section 7-106- 401 or the articles of
                incorporation; or (iv) any transaction from which the director
                directly or indirectly derives an improper personal benefit.
                Nothing contained herein will be construed to deprive any
                director of his right to all defenses ordinarily available to a
                director nor will anything herein be construed to deprive any
                director of any right he may have for contribution from any
                other director or other person.

        (e)     Negation of Equitable Interests in Shares or Rights. Unless a
                person is recognized as a shareholder through procedures
                established by the corporation pursuant to Colorado Revised
                Statutes Section 7- 107-204 or any similar law, the corporation
                shall be entitled to treat the registered holder of any shares
                of the corporation as the owner thereof for all purposes
                permitted by the Colorado Business Corporation Act, including
                without limitation all rights deriving from such shares, and the
                corporation shall not be bound to recognize any equitable or
                other claim to, or interest in, such shares or rights deriving
                from such shares on the part of any other person including
                without limitation, a purchaser, assignee or transferee of such
                shares, unless and until such other person becomes the
                registered holder of such shares or is recognized as such,
                whether or not the corporation shall have either actual or
                constructive notice of the claimed interest of such other
                person. By way of example and not of limitation, until such
                other person has become the registered holder of such shares or
                is recognized pursuant to Colorado Revised Statutes Section
                7-107-204 or any similar applicable law, he shall not be
                entitled: (i) to receive notice of the meetings of the
                shareholders; (ii) to vote at such meetings; (iii) to examine a
                list of the shareholders; (iv) to be paid dividends or other
                distributions payable to shareholders; or (v) to own, enjoy and
                exercise any other rights deriving from such shares against the
                corporation. Nothing contained herein will be construed to
                deprive any beneficial shareholder, as


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                defined in Colorado Revised Statutes Section 7-113-101(1), of
                any right he may have pursuant to Article 113 of the Colorado
                Business Corporation Act or any subsequent law.


        EIGHTH: The name and address of the incorporator is:

                Gary S. Joiner
                4750 Table Mesa Drive
                Boulder, Colorado 80303

        DATED the _____ day of April, 1996.

                               /s/ Gary S. Joiner
                                   Incorporator

        Gary S. Joiner hereby consents to the appointment as the initial
registered agent for Global Capital Access Corporation.

                               /s/ Gary S. Joiner
                                   Initial Registered Agent