EXHIBIT 3.1
                         ARTICLES OF INCORPORATION
                                    OF
                            PAYSTAR CORPORATION

     For the purpose of forming this corporation under the laws of the
State of Nevada, the undersigned incorporators hereby state:

                                 ARTICLE I
                                   Name

     The name of the corporation is:
                            PayStar Corporation

                                ARTICLE II
                           Purposes and Duration

     The purposes for which the corporation is formed are:
     (a)  To engage in any lawful business activity from time to time
          authorized or approved by the board of directors of this
          corporation;
     (b)  To act as principal, agent, partner or joint venturer or in any
          other legal capacity in any transaction;
     (c)  To do business anywhere in the world; and
     (d)  To have and exercise all rights and powers from time to time
          granted to a corporation by law.

     The above purpose clauses shall not be limited by reference to or
inference from one another, but each purpose clause shall be construed as a
separate statement conferring independent purposes and powers upon the
corporation.

     The duration of this corporation shall be perpetual.

                                ARTICLE III
                                 Location

     The county in the State of Nevada where the principal office for the
transaction of the business of the corporation is located is the County of
Carson, and the address of the principal office is: 202 North Curry Street,
Suite 100, Carson City, Nevada, 89703.

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                                ARTICLE IV
                                Directors

     The Directors are hereby granted the authority to do any act on behalf
of the Corporation as may be allowed by law.  Any action taken in good
faith shall be deemed appropriate and, in each instance where the Business
Corporation Act provides that the Directors may act in certain instances
where the Articles of Incorporation so authorize, such action by the
Directors shall be deemed to exist in these Articles and the authority
granted by said Act shall be imputed hereto without the same specifically
having been enumerated herein.

     The Board of Directors may consist of from one (1) to nine (9)
directors, as determined, from time to time, by the then existing Board of
Directors.

                                ARTICLE V
                Names of First Directors and Incorporators

     The names and addresses of the persons who are appointed to act as
first directors of the corporation, who are also the incorporators, are:

          Joseph R. Laird, Jr.
          3890 South Swenson, Suite 100
          Las Vegas, Nevada 89109

          Kenneth J. Fisher
          3890 South Swenson, Suite 100
          Las Vegas, Nevada 89109

          Patricia J. Laird
          3890 South Swenson, Suite 100
          Las Vegas, Nevada 89109

                                ARTICLE VI
                         Authorized Capital Stock

     Section 1.  The stock of the corporation is divided into two classes,
namely:  common stock in the amount of one hundred million (100,000,000)
shares of the par value of $.001 each and preferred stock in the amount of
ten million (10,000,000) shares of the par value of $.001 each.  The board
of directors shall have authority, by resolution or resolutions, to divide
the preferred stock into series, to establish and fix the distinguishing
designation of each such series and the number of shares thereof (which
number, by like action of the board of directors from time to time
thereafter, may be increased, except when otherwise provided by the board
of directors in creating such series, or may be decreased, but not below
the number of shares thereof then outstanding) and, within the limitations
of applicable law of the State of Nevada or as otherwise set forth in this
article, to fix and determine the relative rights and preferences of the
shares of each series so established prior to the issuance thereof.

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     Section 2.  All stock when issued shall be deemed fully paid and non-
assessable.  No cumulative voting, on any matter to which Stockholders
shall be entitled to vote, shall be allowed for any purpose.

     Section 3.  The authorized stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall, from time to time, determine.  Shareholders shall
not have pre-emptive rights to acquire unissued shares of the stock of this
Corporation.

                                ARTICLE VII
                             Common Directors

     As provide by Nevada Revised Statutes 78.140, without repeating the
section in full here, the same is adopted and no contract or other
transaction between this Corporation and any of its officers, agents or
directors shall be deemed void or voidable solely for that reason.  The
balance of the provisions of the code section cited, as it now exists,
allowing such transactions, is hereby incorporated into this Article as
though more fully set-forth, and such Article shall be read and interpreted
to provide the greatest latitude in its application.

                               ARTICLE VIII
                    Liability of Directors and Officers

     No Director, Officer or Agent, to include counsel, shall be personally
liable to the Corporation or its Stockholders for monetary damage for any
breach or alleged breach of fiduciary or professional duty by such person
acting in such capacity.  It shall be presumed that in accepting the
position as an Officer, Director, Agent or Counsel, said individual relied
upon and acted in reliance upon the terms and protections provided for by
this Article.  Notwithstanding the foregoing sentences, a person
specifically covered by this Article, shall be liable to the extent
provided by applicable law, for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or for the payment of
dividends in violation of NRS 78.300

                                ARTICLE IX
         Election Regarding NRS 78.378 - 78.3793 and 78.411-78.444

     This Corporation shall NOT be governed by nor shall the provisions of
NRS 78.378 through and including 78.3793 and NRS 78.411 through and
including 78.444 in any way whatsoever affect the management, operation or
be applied in this Corporation.  This Article may only be amended by a
majority vote of not less than 90% of the then issued and outstanding
shares of the Corporation.  A quorum of outstanding shares for voting on an
Amendment to these articles shall not be met unless 95% or more of the
issued and outstanding shares are present at a properly called and noticed
meeting of the Stockholders.  The super-majority set forth in these
Articles only applies to any attempted amendment to these Articles.