Exhibit No. 1
Form 10-KSB
Aphrodite Software Corporation


                    ARTICLES OF INCORPORATION

                               OF

                 APHRODITE SOFTWARE CORPORATION


We, the undersigned. natural persons of twenty-one years or more
of age, acting as incorporators of a corporation (the
"Corporation") under the Nevada Revised Statutes adopt the
following Articles of Incorporation for the Corporation:

                              ARTICLE I
                         NAME OF CORPORATION

     The name of the Corporation is APHRODITE SOFTWARE
CORPORATION.

                              ARTICLE II
                              DURATION

     The Corporation shall exist perpetually or until dissolved
according to law.

                              ARTICLE III
                                 PURPOSE

    The purpose of the Corporation shall be to conduct any or
all lawful business for which corporations may be organized under
said Nevada Revised Statutes as from time to time authorized by
its Board of Directors, including but not limited to:

     (a) To enter into any lawful arrangement for sharing
     profits, union of interest, reciprocal association or
     cooperative association with any corporation, association,
     partnership, individual or other legal entity for the
     carrying on of any business and to enter into any general or
     limited partnership for the carrying on of any business; and

    (b)  To conduct business anywhere in the world.

    In pursuit of this purpose, the Corporation will have all
the powers granted to it by law.

                              ARTICLE IV
                                  SHARES

     The aggregate number of shares which the Corporation shall
have authority to issue is 50,000,000 shares of common stock
having a par value of $0.001 per share The board of directors
of the Corporation may, from time to time, in their sole
discretion, prescribe and authorize the issuance of additional
classes and series of stock with distinguishing

                               E-1
<PAGE>

designations and the number of each such class or series of
stock and the voting powers, designations, preferences,
limitations, restrictions and relative rights authorized. The
aggregate number of shares of stock, in addition to common
stock, the Corporation shall have authority to issue is
5,000,000 shares having no par value.

     All voting rights appurtenant to shares of stock of the
Corporation shall be exercised by the holders of the common
stock. Each share of common stock shall be entitled to one vote.
All shares of common stock shall be of the same series and shall
entitle the holders thereof to equal rights in all respects.

                              ARTICLE V
                    REGULATION OF INTERNAL AFFAIRS

     Section 1. Shareholders' Meetings. Meetings of shareholders
may be called by the President or by any one director or by any
number of shareholders owning not less than ten percent of the
outstanding shares entitled to vote at such meeting. Notice of
shareholders' meetings shall be given in writing by mailing such
notice to the address of every shareholder, at the last known
address of such shareholder, at least ten days prior to the date
and hour of said meeting. Publication of notice of a
shareholders' meeting is not required for any purpose. Any
notice required to be given any shareholders of this Corporation
may be waived by written instrument signed by such shareholders.

     Section 2. Bylaws. Subject to repeal or change by action
of the shareholders, the majority of the directors may adopt
bylaws for the Corporation, and may alter, amend or repeal the
bylaws or adopt new bylaws, which are consistent with these
Articles and the laws of the State of Nevada.

                              ARTICLE VI
                           PREEMPTIVE RIGHTS

     The shareholders of common stock of the Corporation shall
have no pre-emptive rights to acquire unissued shares of common
stock of the Corporation.

                              ARTICLE VII
                        REGISTERED OFFICE AND AGENT

     The address of initial registered office of the Corporation
is One East First Street, Reno Nevada 89501 and the name of its
initial registered agent at such address is The Corporation
Trust Company of Nevada.

                              ARTICLE VIII
                                DIRECTORS

     The number of directors which shall constitute the Board
of Directors of the Corporation shall be three or more unless
the number of shareholders is fewer than three, in which case
the number of directors may be the same as the number of
shareholders. The number of directors shall be fixed by the
bylaws. The number of directors constituting the initial Board
of Directors of the Corporation shall be three and the names
and addresses of the initial directors are:

                               E-2
<PAGE>

Kent N. Dixon
2571 Golden Eye Drive
Sandy, UT  84093

Jason F. Williams
544 South 50 West
Farmington, UT  84025

Jared C. Southwick
277 East Millcreed
Bountiful, UT  84010


                              ARTICLE IX
                              INCORPORATORS

     The name and address of each incorporator is:

NAME                          ADDRESS

Rand M. Elison                455 East 500 South, Suite 300
                              Salt Lake City, UT 84111

     DATED this 21st day of October, 1999.


By: /s/ Rand M. Elison

STATE OF UTAH       )
                    ) ss
COUNTY OF SALT LAKE )

     I, Elaine MacFarlane, a Notary Public, hereby certify that
on the 21st day of October, 1999, personally appeared before me
Rand M. Elison, who, being by me first duly sworn, declared that
he is the person who signed the foregoing Articles of
Incorporation as incorporator, and that the statements contained
therein are true.

     Dated this 21st day of October, 1999.

                              By:/s/ Notary Public

                               E-3
<PAGE>