EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                          eAPPLIANCE INNOVATIONS, INC.

     The  undersigned  natural  person,  of the age of eighteen years or more, a
resident of the State of Texas, acting as an incorporator of a corporation under
the Texas Business  Corporation Act, does hereby adopt the following Articles of
Incorporation for such corporation:


                                   ARTICLE ONE

     The name of the Corporation is "eAppliance Innovations, Inc."


                                   ARTICLE TWO

     The Corporation will have perpetual existence.


                                  ARTICLE THREE

     The purpose for which the  Corporation  is organized is the  transaction of
any or all lawful business for which  corporations may be incorporated under the
Texas Business Corporation Act.


                                  ARTICLE FOUR

     The aggregate  number of shares of capital stock that the Corporation  will
have authority to issue is one hundred and fifty-one million (151,000,000),  one
hundred and fifty million (150,000,000) of which will be shares of Common Stock,
having a par value of $.001 per share, and one million (1,000,000) of which will
be shares of preferred stock, having a par value of $10 per share.

     Preferred  stock may be issued in one or more  series as may be  determined
from time to time by the Board of  Directors.  All  shares of any one  series of
preferred  stock will be identical  except as to the date of issue and the dates
from which  dividends  on shares of the series  issued on  different  dates will
cumulate,  if cumulative.  Authority is hereby expressly granted to the Board of
Directors  to authorize  the issuance of one or more series of preferred  stock,
and to fix by  resolution  or  resolutions  providing for the issue of each such
series   the   voting   powers,   designations,   preferences,   and   relative,
participating,  optional,  redemption,  conversion,  exchange  or other  special
rights,  qualifications,  limitations or  restrictions  of such series,  and the
number of shares in each series,  to the full extent now or hereafter  permitted
by law.


                                  ARTICLE FIVE

     No shareholder of the Corporation  will, solely by reason of holding shares
of any class, have any preemptive or preferential right to purchase or subscribe
for any shares of the  Corporation,  now or hereafter to be  authorized,  or any
notes,  debentures,  bonds  or other  securities  convertible  into or  carrying
warrants, rights or options to purchase shares of any class, now or hereafter to
be  authorized,  whether or not the  issuance  of any such shares or such notes,


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debentures,  bonds or other  securities  would  adversely  affect the  dividend,
voting  or any other  rights of such  shareholder.  The Board of  Directors  may
authorize the issuance of, and the Corporation may issue, shares of any class of
the Corporation, or any notes, debentures, bonds or other securities convertible
into or  carrying  warrants,  rights or options  to  purchase  any such  shares,
without offering any shares of any class to the existing holders of any class of
stock of the Corporation.


                                   ARTICLE SIX

     Shareholders  of the  Corporation  will not have  the  right of  cumulative
voting for the election of directors.


                                  ARTICLE SEVEN

     Any action that under the provisions of the Texas Business  Corporation Act
would,  but  for  this  Article  Seven,  be  required  to be  authorized  by the
affirmative  vote of the holders of any  specified  portion of the shares of the
Corporation will require the approval of the holders of a majority of the shares
of the Corporation entitled to vote on the action.


                                  ARTICLE EIGHT

     Pursuant  to  Article  13.04 of the Texas  Business  Corporation  Act,  the
Corporation elects not to be governed by Article 13.03, the Business Combination
Law, of the Texas Business Corporation Act.


                                  ARTICLE NINE

     Any action required or permitted by law, these Articles of Incorporation or
the Bylaws of the  Corporation to be taken at a meeting of the  shareholders  of
the Corporation may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing,  setting forth the action so taken,
shall have been  signed by the holder or holders of shares  having not less than
the  minimum  number of votes that would be  necessary  to take such action at a
meeting at which the  holders of all shares  entitled to vote on the action were
present and voted.

     Prompt notice of the taking of any action by shareholders without a meeting
by less than unanimous written consent shall be given to those  shareholders who
did not consent in writing to the action.


                                   ARTICLE TEN

     The Board of Directors is expressly  authorized  to alter,  amend or repeal
the Bylaws of the Corporation or to adopt new Bylaws.


                                 ARTICLE ELEVEN

     (a) The  Corporation  will,  to the  fullest  extent  permitted  by, and in
accordance  with the Texas Business  Corporation  Act, as the same exists or may
hereafter be amended,  indemnify  any and all persons who are or were serving as
director  or  officer  of the  Corporation,  or who are or were  serving  at the
request  of  the  Corporation  as  a  director,   officer,  partner,   venturer,
proprietor,  trustee or employee of another  corporation,  partnership,  limited
liability company,  joint venture, sole proprietorship,  trust, employee benefit


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plan or  other  enterprise,  from  and  against  any  and  all of the  expenses,
liabilities  or other  matters  referred to in or covered by the Texas  Business
Corporation  Act. Such  indemnification  may be provided  pursuant to any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in the  capacity  of  director  or officer and as to action in another
capacity while holding such office,  will continue as to a person who has ceased
to be a director or officer and inure to the benefit of the heirs, executors and
administrators of such a person.

     (b) If a claim under  paragraph  (a) of this Article is not paid in full by
the  Corporation  within 30 days after a written  claim has been received by the
Corporation,  the  claimant  may at any time  thereafter  bring suit against the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant  will be entitled to be paid also the expense of
prosecuting  such claim.  It will be a defense to any such action (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Corporation) that the claimant has
not met the standards of conduct that make it permissible  under the laws of the
State of Texas for the  Corporation  to  indemnify  the  claimant for the amount
claimed,  but the burden of proving  such  defense  will be on the  Corporation.
Neither  the  failure  of the  Corporation  (including  its Board of  Directors,
independent  legal counsel,  or its  shareholders)  to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct set forth in the laws of the State of Texas nor an actual  determination
by the Corporation (including its Board of Directors, independent legal counsel,
or its shareholders)  that the claimant has not met such applicable  standard of
conduct,  will be a  defense  to the  action or  create a  presumption  that the
claimant has not met the applicable standard of conduct.


                                 ARTICLE TWELVE

     To the fullest  extent  permitted  by the laws of the State of Texas as the
same exist or may hereafter be amended,  a director of the Corporation  will not
be liable to the Corporation or its shareholders for monetary damages for an act
or omission in the director's capacity as a director. Any repeal or modification
of this Article will not increase the personal  liability of any director of the
Corporation  for any act or  occurrence  taking  place  before  such  repeal  or
modification,  or adversely  affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.  The provisions
of this Article  shall not be deemed to limit or preclude  indemnification  of a
director by the  Corporation  for any  liability of a director that has not been
eliminated by the provisions of this Article.


                                ARTICLE THIRTEEN

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


                                ARTICLE FOURTEEN

     The street address of the Corporation's  initial  registered office is 2225
E. Randol Mill Road,  Suite 305,  Arlington,  Texas  76011,  and the name of its
initial  registered agent at that address is Scott A. Haire, 2225 E. Randol Mill
Road, Suite 305, Arlington, Texas 76011.



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                                 ARTICLE FIFTEEN

     The  number  of  directors  constituting  the  Board  of  Directors  of the
Corporation,  which  shall be composed of not less than one nor more than eight,
shall  initially  be one (1) and the name and mailing  addresses of such person,
who is to serve as a director until the first annual meeting of the shareholders
or until his successors are elected and qualified, is:

                                 Scott A. Haire
                       2225 E. Randol Mill Road, Suite 305
                             Arlington, Texas 76011


     Hereafter,  the number of directors  will be determined in accordance  with
the Bylaws of the Corporation.


                                 ARTICLE SIXTEEN

     The name and address of the incorporator are:

                               Robert J. Johnston
                           901 Main Street, Suite 6000
                               Dallas, Texas 75202

     EXECUTED as of the 14th day of December, 2001.



                                                     By:________________________
                                                        Robert J. Johnston
                                                        Incorporator
















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