ARTICLES
OF INCORPORATION

MERCARI
COMMUNICATIONS GROUP, LTD.

The
undersigned incorporator, a natural person eighteen (18) years of age or older,
hereby establishes a corporation pursuant to the Colorado Business Corporation
Act and adopts the following Articles of Incorporation:

ARTICLE
I

The
name of the corporation isMercari Communications Group, Ltd.

ARTICLE
II

The
period of its duration is perpetual.

ARTICLE
III

The
purposes for which this corporation is organized are to engage in and do any
lawful act concerning any and all lawful business for which corporations may be
organized under the laws of Colorado, now or hereafter in effect.

ARTICLE
IV

CAPITAL STOCK

A.     
Authorized Stock. The aggregate number of shares of stock the corporation
is authorized to issue is nine hundred fifty million (950,000,000) shares of
common stock, par value $0.00001 per share and twenty million (20,000,000)
shares of preferred stock, par value $0.001 per share, and the relative rights
of the shares of each class are as follows:

| | 1.     Preferred Stock.
| | -----------------------

| | The
corporation may divide and issue the preferred stock in series. Preferred stock
of each series when issued shall be designated to distinguish them from the
shares of all other series. The Board of Directors hereby is expressly vested
with authority to divide the class of preferred stock into series and to fix and
determine the relative rights and preferences of the shares of any such series
so established to the full extent permitted by these Articles of Incorporation
and the laws of the state of Colorado in respect of the following:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | The
number of shares to constitute such series, and the distinctive  designations thereof;
|--- |  | ------------------------------------------------------------------------------------------

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|(b) |  | The
rate and preference of any dividends and the time of payment of any  dividends, whether
dividends are cumulative and the date from which any dividend  shall accrue;
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Whether
shares may be redeemed and, if so, the redemption price and the terms  and conditions of
redemption;
|--- |  | ------------------------------------------------------------------------------------------------------------

|(d) |  | The
amount payable upon shares in event of involuntary liquidation;
|--- |  | -------------------------------------------------------------------

|(e) |  | The
amount payable upon shares in event of voluntary liquidation;
|--- |  | -----------------------------------------------------------------

|(f) |  | Sinking
fund or other provisions, if any, for the redemption or purchase of  shares;
|--- |  | ------------------------------------------------------------------------------------

|(g) |  | The
terms and conditions on which shares may be converted, if the shares of any  series are
issued with the privilege of conversion;
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

|(h) |  | Voting
rights, if any; and
|--- |  | --------------------------

|(i) |  | Any
other relative rights and preferences of shares of such series, including  without
limitation any restriction on an increase in the number of shares of any  series
theretofore authorized and any limitation or restriction of rights or  powers to which
shares of any future series shall be subject.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2.     Common
Stock.
| | --------------------

|(a) |  | The
rights of holders of common stock to receive dividends or to share in the  distribution
of assets in the event of liquidation, dissolution or winding up of  the affairs of the
corporation shall be subject to the preferences, limitations  and relative rights of the
preferred stock fixed in the resolution or  resolutions which may be adopted from time to
time by the Board of Directors of  the corporation providing for the issuance of one or
more series of the  preferred stock.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | The
holders of the common stock shall be entitled to one vote for each common  share held by
them of record at the time set for determining the holders thereof  entitled to vote.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE
V

Cumulative
voting of shares of stock is not permitted.

Shareholders
shall not have preemptive rights to acquire additional shares whether common or
preferred of the corporation. The corporation may issue and sell shares of its
stock to its officers,

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directors
or employees without first offering such shares to its shareholders for such
consideration and upon such terms and conditions as shall be approved by, the
Board of Directors and without approval by the shareholders of the corporation.

ARTICLE
VI

The
Board of Directors may cause any shares issued by the corporation to be issued
subject to such lawful restrictions, qualifications, limitations or special
rights as they deem fit, which restrictions, qualifications, limitation or
special rights shall be created by provisions in the Bylaws of the corporation
or in the duly adopted resolutions of the Board of Directors; provided that
notice of such special restrictions, qualifications, limitations or special
rights must appear on the Certificate evidencing ownership of such shares.

ARTICLE
VII

Meetings
of shareholders may be held at such time and place as the Bylaws shall provide.
A majority of the shares entitled to vote represented in person or by proxy
shall constitute a quorum at any meeting of the shareholders.

ARTICLE
VIII

The
number of directors to be elected at the annual meeting of shareholders or at a
special meeting called for the election of directors shall not be less than
three, nor more than nine, the exact number to be fixed by the Bylaws. The
following person is elected to serve as the corporations initial director
until the first annual meeting of shareholders or until their successors are
duly elected and qualified:

|Name              | Address
|----------------- | -------
|Thomas A. Higgins |        
|                  |        
|                  |        
|                  |        

ARTICLE
IX

A
director of this corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director except that this provision shall not limit the liability of a director
to the corporation or to its shareholders for monetary damages for: (i) any
breach of the directors duty of loyalty to the corporation or to its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) acts specified in
Section 7-108-403 of the Colorado Business Corporation Act, as it may be
amended from time to time; or (iv) any transaction from which the

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director
derived an improper personal benefit. If the Colorado Business Corporation Act
is amended to authorize corporate actions further limiting to eliminating the
personal liability of directors, then the liability of a director of the
corporation shall be limited or eliminated to the fullest extent permitted by
the Colorado Business Corporation Act, as so amended.

Any
repeal or modification of this Article IX by the shareholders of the corporation
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.

ARTICLE
X

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 the corporations Board of Directors as
evidenced by resolutions appearing in the corporations Minutes. When 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 rights 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 this corporation. This
provision shall not be construed to release any employee of the corporation
(other than an officer, director or member of management) from any duties which
he may have to the corporation.

ARTICLE
XI

The
Board of Directors of the corporation may, from time to time, distribute to the
corporations shareholders in partial liquidation, out of stated capital or
capital surplus of the corporation, a portion of its assets, in cash or
properties, and, if at the time the laws of Colorado so permit, purchase
outstanding shares with stated capital or capital surplus of the corporation if
(a) at the time the corporation is solvent; (b) such distribution or purchase
would not render the corporation insolvent; (c) all cumulative dividends on all
preferred or special classes of shares entitled to preferential dividends shall
have been paid fully; (d) the distribution or purchase would not reduce the
remaining net assets of the corporation below the aggregate preferential amount
payable in the event of voluntary liquidation to the holders of shares having
preferential rights to the assets of the corporation in the event of liquidation
(e) the distribution or purchase is not made out of capital surplus arising from
unrealized appreciation of assets or reevaluation of surplus; and (f) as regards
a distribution, the distribution is identified as a distribution in partial
liquidation, out of stated
capital or capital surplus, and the source and amount per share paid from each
source is disclosed to all of the shareholders of the corporation concurrently
with the distribution thereof.

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ARTICLE
XII

Any
of the directors or officers of this corporation shall not, in the absence of
fraud, be disqualified by his office from dealing or contracting with this
corporation whether as vendor, purchaser or otherwise, nor shall any firm,
association, or corporation of which he shall be a member, or in which he may be
pecuniarily interested in any manner be disqualified. No director or officer,
nor any firm, association or corporation with which he is connected as aforesaid
shall be liable to account to this corporation or its shareholders for any
profit realized by him from or through any such transaction or contract; it
being the express purpose and intent of this Article to permit this corporation
to buy from, sell to, or otherwise deal with partnerships, firms or corporations
of which the directors and officers of this corporation, or any one or more of
them, may be members, directors, or officers, or in which they or any of them
have pecuniary interests; and the contracts of this corporation, in the absence
of fraud, shall not be void or voidable or affected in any manner by reason of
any such membership. The interested director or directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or a
committee thereof authorizing, approving or ratifying any such contract or
transaction. Further, the vote of any such interested director at a meeting of
the Board of Directors or committee thereof authorizing, approving or ratifying
any such contract or transaction may be counted if his relationship or interest
with respect to any such contract or transaction (i) is disclosed and such
transaction or contract is authorized, approved or ratified by a majority of the
directors without counting the vote or consent of such interested director, or
(ii) is disclosed to the shareholders of the Company and authorized, approved or
ratified by the shareholders by vote or written consent, or (iii) such contract
or transaction is fair and reasonable to the corporation.

ARTICLE
XIII

When
with respect to any action to be taken by shareholders of this corporation, the
Colorado Business Corporation Act 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, such action may be taken by the vote or concurrence of a
majority of such shares or class or series thereof.

ARTICLE
XIV

Subject
to repeal by action of the shareholders, the Board of Directors of this
corporation is authorized to adopt, confirm, ratify, alter, amend, rescind and
repeal Bylaws or any portion thereof from time to time.

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ARTICLE
XV

The
street address of the initial registered office of the corporation is 1005 East
Cobblestone Drive, Highlands Ranch, Colorado 80126, and the name of the initial
registered agent at that address is Thomas A. Higgins. The written consent of
the initial registered agent to the appointment as such is stated below.

The
address of the corporations initial principal office is 1005 East
Cobblestone Drive, Highlands Ranch, Colorado 80126.

ARTICLE
XVI

INCORPORATOR

The
name and address of the incorporator is Thomas A. Higgins, 1005 East Cobblestone  Drive,
Highlands Ranch, Colorado 80126.

Dated:
August 31, 2001.

| | Incorporator:/s/ Thomas A. Higgins   Thomas A. Higgins
| | ------------------------------------------------------

Thomas
A. Higgins hereby consents to the appointment as the initial registered agent
for Mercari Communications Group, Ltd.

| | /s/
Thomas A. Higgins   Thomas A. Higgins    Initial Registered Agent
| | ---------------------------------------------------------------------

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