EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                             DOWNSTREAM INCORPORATED

                                      "DSI"

     I, the undersigned,  a natural person of the age of eighteen years or more,
acting  as  incorporator  of a  corporation  under  the  Utah  Revised  Business
Corporation  Act,  adopt  the  following  Articles  of  Incorporation  for  such
corporation:

                                ARTICLE I.- NAME

     The name of this corporation is Downstream Incorporated - DSI.

                             ARTICLE II. - DURATION

     The period of its duration is perpetual.

                             ARTICLE III. - PURPOSES

     The purposes for which the  corporation  is organized  are to engage in the
business of financial  consulting - to assist clients in assessing their current
financial  condition  and their  future  financial  needs - and to transact  any
lawful act or activity for which  corporations  may be organized  under the Utah
Revised Business Corporation Act.

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                     ARTICLE IV. - STOCK; PRE-EMPTIVE RIGHTS

     The  Corporation  shall have  authority to issue two classes of stock:  (1)
Common Stock in the amount of One Hundred Million  (100,000,000) shares having a
par value of $.001  each;  (2)  Preferred  Stock in the amount of Fifty  Million
(50,000,000)  shares having a par value of $.001 each. No shares of any class of
stock shall have cumulative voting rights.

     Each  share of the  Common  Stock  issued  and  outstanding  shall have the
following voting rights, designations,  preferences,  limitations,  restrictions
and relative rights:

     (1) voting  rights:  unlimited  voting  rights of one vote per share on all
matters voted on by the Common Stock Shareholders, except as other wise required
by Utah Revised Statutes.

     (2) designations: none.

     (3) preferences: none.

     (4)  limitations:  none,  except as required by the Utah  Revised  Business
Corporation Act and/or these Articles of Incorporation.

     (5)  restrictions:  none,  except as required by the Utah Revised  Business
Corporation Act and/or these Articles of Incorporation.

     (6) rights:  in the event of dissolution  or  liquidation  each share shall
have equal rights.

     (7)  relative  rights:  none,  except as  established  by the Utah  Revised
Business Corporation Act and/or these Articles of Incorporation.

     With  respect to the  authorized  shares of Preferred  Stock,  the Board of
Directors shall have the authority, by resolution or resolutions, to:

     (1) divide the Preferred Stock into more than one series;

     (2) establish the number of shares of each series of Preferred Stock; and

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     (3) establish the voting powers,  designations,  preferences,  limitations,
restrictions and relative rights of each series of Preferred Stock.

     Prior to the Board of Directors  authorizing  the issuance of any shares of
any series of Preferred  Stock,  the Board of Directors may first, by resolution
or resolutions, approve an amendment to these Articles of Incorporation which:

     (1)  designates,  in whole or in part, the  preferences,  limitations,  and
relative rights,  within the limits set forth in U.C.A.  Section 16-10a-601,  of
any class of shares before the issuance of any shares of that class;

     (2) creates one or more series  within a class of shares,  fixes the number
of  shares  of each  such  series,  and  designates,  in whole  or in part,  the
preferences,  limitations,  and relative rights of the series, within the limits
set forth in Section  16-10a-601,  all before the issuance of any shares of that
series;

     (3) alters or revokes the  preferences,  limitations,  and relative  rights
granted to or imposed  upon any  wholly  unissued  class of shares or any wholly
unissued series of any class of shares; or

     (4)  increases or decreases the number of shares  constituting  any series,
the number of shares of which was  originally  fixed by the board of  directors,
either  before or after the issuance of shares of the series,  provided that the
number  may not be  decreased  below the  number of  shares of the  series  then
outstanding,  or increased  above the total number of  authorized  shares of the
applicable class of shares available for designation as a part of the series.

     Each  series of a class  must be given a  distinguishing  designation.  All
shares of a series  must have  preferences,  limitations,  and  relative  rights
identical with those of other shares of the

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same series and, except to the extent  otherwise  provided in the description of
the series, with those of other series of the same class.

     Before  issuing  any  shares of a class or series of  Preferred  Stock,  or
having preferences,  limitations,  or relative rights designated by the board of
directors, and before any amendment to these Articles of Incorporation affecting
Preferred  Stock shall be effective,  the  corporation  must deliver to the Utah
Division of Corporations  appropriate  filing,  in accordance with the procedure
set forth in Section 16-10a-601, Articles of Amendment.

     Fully  paid  stock of this  corporation  shall  not be  liable  to any call
(unless a certain  series of Preferred  Stock to be issued by  resolution of the
Board of Directors is so designated,  and a future date, time, and price of said
call is specified) and is nonassessable.

     Shareholders of the Corporation  shall have  pre-emptive  rights to acquire
additional shares of common stock issued by the Corporation.

                      ARTICLE V. - INITIAL REGISTERED AGENT

     The name and address of this corporation's initial registered agent is:

     Name of Agent              Address of Registered Office
     -------------              ----------------------------
     Barry A. Ellsworth         6337 Highland Drive
                                Salt Lake City, Utah 84121.

     I hereby accept appointment as registered agent for this corporation.

                                                   /s/ Barry A. Ellsworth
                                                   ----------------------
                                                   Barry A. Ellsworth
                                                   Registered Agent

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          ARTICLE VI. - ELIMINATION OF PERSONAL LIABILITY OF DIRECTORS

     1. The directors of the corporation are not liable to the corporation or to
its  shareholders  for  monetary  damages for any action taken or any failure to
take any action as a director, except liability for:

     (a) the amount of a  financial  benefit  received  by a  director  to which
he/she is not entitled;

     (b)  an  intentional   infliction  of  harm  on  the   corporation  or  the
shareholders;

     (c) a violation of Utah Code Ann. ss. 16-10a-842; or

     (d) an intentional violation of criminal law.

     2. If the Utah Revised Business  Corporation Act is subsequently amended to
authorize  corporation  action  further  eliminating  or limiting  the  personal
liability of  directors,  then the  liability  of a director of the  corporation
shall be  eliminated  or limited to the  fullest  extent  permitted  by the Utah
Revised Business  Corporation Act, as so amended,  and without the necessity for
further shareholder action in respect thereof.

     3. Any repeal or  modification  of this Article by the  shareholders of the
corporation  shall not adversely affect any right or protection of a director of
the corporation  hereunder in respect of any act or omission  occurring prior to
the time of such repeal or modification.

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                         ARTICLE VII. - INDEMNIFICATION

     1. The  corporation  shall  indemnify its directors,  officers,  employees,
fiduciaries and agents to the full extent permitted by the Utah Revised Business
Corporation Act or any successor statute.

     2. In particular, and not in derogation of the generality of the foregoing,
except as  provided  in  paragraph  3 of this  Article,  the  corporation  shall
indemnify an individual made a party to a proceeding  because he/she is or was a
director, against liability incurred in the proceeding if:

          (a)  his/her conduct was in good faith;

          (b)  he/she  reasonably  believed that his/her  conduct was in, or not
               opposed to, the corporation's best interests; and

          (c)  in the case of any criminal proceeding,  he/she had no reasonable
               cause to believe his conduct was unlawful.

     3. The corporation shall not indemnify a director under paragraph 2 of this
Article

          (a)  in  connection  with  a  proceeding  by or in  the  right  of the
               corporation  in which the  director  was  adjudged  liable to the
               corporation; or

          (b)  in  connection  with  any  other  proceeding  charging  that  the
               director  derived an improper  personal  benefit,  whether or not
               involving acts in his/her official capacity,  in which proceeding
               he/she was  adjudged  liable on the basis that he/she  derived an
               improper personal benefit.

     4.  Indemnification  under paragraph 2 of this Article in connection with a
proceeding by or in the right of the corporation  shall be limited to reasonable
expenses incurred in connection with the proceeding.

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                            ARTICLE VIII. - DIRECTORS

     The number of directors constituting the initial Board of Directors of this
corporation  is two. The names and  addresses of the persons who are to serve as
directors until the first annual meeting of  stockholders,  or until  successors
are elected and qualify, are as follows:

     Name                                       Address
     ----                                       -------
     Barry A. Ellsworth                         6337 Highland Drive
                                                Salt Lake City, Utah 84121

     James G. Slater                            2169 Mabey Drive
                                                Salt Lake City, Utah 84109

     Joe Thomas                                 3791 E. Adonis Drive
                                                Salt Lake City, Utah 84124

     The number of  directors  may be changed  from time to time by amendment of
the  ByLaws,  but there  shall be not more than nine (9) nor less than three (3)
directors;  provided,  however, so long as this Corporation has fewer than three
(3) shareholders entitled to vote for the election of directors, the corporation
may have a minimum  number of  directors  equal to or greater than the number of
those shareholders.

                           ARTICLE IX. - INCORPORATOR

     The name and address of the incorporator is:

     Name                                       Address
     ----                                       -------
     Barry A. Ellsworth                         6337 Highland Drive
                                                Salt Lake City, Utah 84121

     DATED:  This ___ day of November, 1996.

                                                /s/ Barry A. Ellsworth
                                                --------------------------------
                                                Barry A. Ellsworth, Incorporator

<PAGE>

                              ARTICLES OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION OF
                          DOWNSTREAM INCORPORATED - DSI

     Pursuant to the  provisions  of Sections  16-10a-1001,  et. seq,  Utah Code
Annotated (1953), as amended,  DOWNSTREAM INCORPORATED - DSI, a Utah corporation
(the "Corporation") hereby adopts these Articles of Amendment to its Articles of
Incorporation:

A.  The name of the corporation is Downstream Incorporated - DSI.

B.  By  this amendment,  Article  IV of the  Articles  of  Incorporation  of the
Corporation is hereby amended to read in its entirety as follows:

                     ARTICLE IV. - STOCK; PRE-EMPTIVE RIGHTS

     The  Corporation  shall have  authority to issue two classes of stock:  (l)
Common Stock in the amount of One Hundred Million  (100,000,000) shares having a
par value of $.001  each;  (2)  Preferred  Stock in the amount of Fifty  Million
(50,000,000)  shares having a par value of $.00l each. No shares of any class of
stock shall have cumulative voting rights.

     Each  share of the  Common  Stock  issued  and  outstanding  shall have the
following  rights,  designations,  preferences,  limitations.  restrictions  and
relative rights:

     (1) voting  rights:  unlimited  voting  rights of one vote per share on all
matters voted on by the Common Stock Shareholders,  except as otherwise required
by the Utah Revised Business Corporation Act.

     (2) designations: none.

     (3) preferences: none.

     (4)  limitations:  none,  except as required by the Utah  Revised  Business
Corporation Act and/or these Articles of Incorporation.

     (5)  restrictions:  none,  except as required by the Utah Revised  Business
Corporation Act and/or these Articles of Incorporation

     (6) rights:  in the event of dissolution  or  liquidation  each share shall
have equal rights.

     (7)  relative  rights:  none,  except as  established  by the Utah  Revised
Business Corporation Act and/or these Articles of Incorporation.

<PAGE>

     With  respect to the  authorized  shares of Preferred  Stock,  the Board of
Directors shall have the authority, by resolution or resolutions, to:

     (1) divide the Preferred Stock into more than one series;

     (2) establish the number of shares of each series of Preferred Stock; and

     (3) establish the voting powers,  designations,  preferences,  limitations,
restrictions and relative rights of each series of Preferred Stock.

     Prior to the Board of Directors  authorizing  the issuance of any shares of
any series of Preferred  Stock,  the Board of Directors may first, by resolution
or resolutions, approve an amendment to these Articles of Incorporation which:

     (1)  designates,  in whole or in pan,  the  preferences,  limitations,  and
relative rights,  within the limits set forth in U.C.A.  Section 16-10a-601,  of
any class of shares before the issuance of any shares of that class;

     (2) creates one or more series  within a class of shares,  fixes the number
of  shares  of each  such  series,  and  designates,  in whole  or in part,  the
preferences,  limitations,  and relative rights of the series, within the limits
set forth in Section  16-10a-601,  all before the issuance of any shares of that
series;

     (3) alters or revokes the  preferences,  limitations,  and relative  rights
granted to or imposed  upon any  wholly  unissued  class of shares or any wholly
unissued series of any class of shares; or

     (4)  increases or decreases the number of shares  constituting  any series,
the number of shares of which was  originally  fixed by the board of  directors,
either  before or after the issuance of shares of the series,  provided that the
number  may not be  decreased  below the  number of  shares of the  series  then
outstanding,  or increased  above the total number of  authorized  shares of the
applicable class of shares available for designation as a part of the series.

     Each  series of a class  must be given a  distinguishing  designation.  All
shares of a series  must have  preferences,  limitations,  and  relative  rights
identical  with  those of other  shares of the same  series  and,  except to the
extent otherwise provided in the description of the series,  with those of other
series of the same class.

     Before  issuing  any  shares of a class or series of  Preferred  Stock,  or
having preferences,  limitations,  or relative rights designated by the Board of
Directors, and before any amendment to these Articles of Incorporation affecting
Preferred  Stock shall be effective,  the  corporation  must deliver to the Utah
Division of Corporations an appropriate filing, in accordance with the procedure
set forth in Section 16-10a-601, of Articles of Amendment.

<PAGE>

     Fully  paid  stock of this  corporation  shall  not be  liable  to any call
(unless a certain  series of Preferred  Stock to be issued by  resolution of the
Board of Directors is so designated,  and a future date, time, and price of said
call is specified) and is non-assessable.

     Shareholders  of the  corporation  shall  not have  pre-emptive  rights  to
acquire any additional  shares of common stock or preferred  stock issued by the
Corporation.

C.  The  date of the  adoption  of this  Amendment  by the  shareholders  of the
Corporation was January 30, 1997.

D.  As of January 30, 1997, the date on which the Amendment was approved,  there
were outstanding Three Million Three Hundred Thousand  (3,300,000) shares of the
Corporation's  Common Stock, and zero (0) shares of the Corporation's  Preferred
Stock.  Therefore,  the  Common  Stock  was the  only  class  of  shares  of the
Corporation  entitled to vote and to be counted  with respect to the adoption of
the Amendment,  of which each share was entitled to one (1) vote on the adoption
of the Amendment.

E.  The number of votes  indisputably represented at the meeting of shareholders
at which the Amendment  was adopted was Three  Million  Three  Hundred  Thousand
(3,300,000), and the number of votes cast for the adoption of the Amendment, was
Three Million Three Hundred  Thousand  (3,300,000)  and the number of votes cast
against the adoption of the Amendment was Zero (0). The number of votes cast for
the adoption of the Amendment was sufficient under the Corporation's Articles of
Incorporation and applicable law for the approval of the Amendment.

     The undersigned does hereby acknowledge,  under penalties of perjury,  that
this document is the act and deed of the Corporation,  and that the facts herein
stated are true.

     DATED this 30th day of January, 1997.

                                              DOWNSTREAM INCORPORATED - DSI


                                              By:  /s/ Barry A. Ellsworth
                                                 -------------------------------
                                                       Barry A. Ellsworth

<PAGE>

                      ARTICLES OF AMENDMENT TO THE ARTICLES
                               OF INCORPORATION OF
                          DOWNSTREAM INCORPORATED - DSI

     The   undersigned,   being  the  duly  elected   President  of   Downstream
Incorporated - DSI, a Utah corporation (the "Corporation"),  pursuant to Section
16-10a-1001 et seq. of the Utah Revised Business  Corporation Act,  executes the
following  Articles of Amendment to its Articles of  Incorporation as filed with
the  Division of  Corporations  and  Commercial  Code of Utah on the 26th day of
November, 1996:

1. Name: Article l of the Articles of Incorporation of the Corporation currently
reads:

                                ARTICLE I. - NAME

         The name of this corporation is Downstream Incorporated - DSI.

2. Amendment:  Without  altering or amending any other provision of the Articles
of  Incorporation,  Article I of the Articles of Incorporation is hereby amended
to read in its entirety as follows:

                                ARTICLE I. - NAME

              The name of the corporation is Q-Seven Systems, Inc.

3. Date of the Adoption of the Amendment: The Articles of Amendment were adopted
by a majority of the  shareholders  of the  Corporation  in conformity  with the
procedures of the Utah Revised Business  Corporation Act at a special meeting of
the shareholders held on the 10 day of June, 1999.

4. Vote: Twelve million,  five hundred thousand  (12,500,000)  shares of capital
stock of the Corporation  were issued and outstanding as of the date of adoption
of the Articles of Amendment.  All shares of capital stock were entitled to vote
as a single class on the Adoption of the  Articles of  Amendment.  The number of
votes  cast  for  the  adoption  of  the  Amendment  was  sufficient  under  the
Corporation's  Articles of Incorporation  and applicable law for the approval of
the  Amendment.  The  Articles of  Amendment  were  approved  and adopted by the
shareholders of the Corporation by written consent as follows:

          For                               Against

          9,741,000                         0

<PAGE>

     The following shareholders of record were present at the meeting, either in
person or telephonically,  and the number of votes each shareholder was entitled
to cast is  indicated  next to each of their  names.  All  voted in favor of the
motion to change the name of the Corporation from Downstream  Incorporated - DSI
to Q-Seven Systems.

     Philipp  Krienpendorf:  a  shareholder  of record owning  2,633,334  voting
     common shares;

     Philip Kamp: a shareholder of record owning  2,633,333 voting common voting
     shares;

     Olaf Cordt: a shareholder of record owning 2,633,333 voting common shares;

     Barry  Ellsworth:  a shareholder of record owning  1,200,000  voting common
     shares;

     Jim Slater: a shareholder of record owning 266,000 voting common shares;

     Jody  Ellsworth:  a shareholder  of record owning  2,633,334  voting common
     shares;

     Dick Cutler: a shareholder of record owning 100,000 voting common shares.


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<PAGE>

     IN WITNESS  WHEREOF,  the undersigned  executes these Articles of Amendment
and  certifies  to the truth of the facts  herein  stated this 10th day of June,
1999.

                                                   /s/ Ph. Kriependorf
                                                   -----------------------------
                                                   Philipp Kriependorf
                                                   President