Exhibit 3.1


                            ARTICLES OF INCORPORATION

                                       OF

                           INTERNATIONAL BARTER CORP.


     FIRST. The name of the corporation is:

          INTERNATIONAL BARTER CORP.

     SECOND.  Its  registered  office in the State of Nevada is  located at 2533
North  Carson  Street,  Carson  City,  Nevada  89706 that this  Corporation  may
maintain an office, or offices,  in such other place within or without the State
of Nevada as may be from time to time  designated by the Board of Directors,  or
by the By-Laws of said  Corporation,  and that this  Corporation may conduct all
Corporation  business  of every kind and  nature,  including  the holding of all
meetings of Directors and  Stockholders,  outside the State of Nevada as well as
within the State of Nevada.

     THIRD.  The objects for which this  Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:

     (A) Shall have such rights,  privileges and powers as may be conferred upon
corporations by any existing law.

     (B) May at any time exercise such rights,  privileges and powers,  when not
inconsistent  with the  purposes  and  objects  for which  this  corporation  is
organized.

     (C) Shall  have  power to have  succession  by its  corporate  name for the
period  limited in its  certificate  of articles of  incorporation,  and when no
period  limited,  perpetually,  or  until  dissolved  and its  affairs  wound up
according to law.

     (D) Shall have power to sue and be sued in any court of law or equity.

     (E) Shall have power to make contracts.

     (F) Shall have power to hold,  purchase and convey real and personal estate
and to mortgage or lease any such real and personal  estate with its franchises.
The power to hold real and personal  estate shall  include the power to take the
same by  devise  or  bequest  in the State of  Nevada,  or in any  other  state,
territory or country.

     (G) Shall have power to appoint such  officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.


<PAGE>


     (H) Shall have power to make By-Laws not inconsistent with the constitution
or laws of the United  States,  or of the State of Nevada,  for the  management,
regulation  and  government  of its affairs and  property,  the  transfer of its
stock, the transaction of its business,  and the calling and holding of meetings
of its stockholders.

     (I) Shall  have  power to wind up and  dissolve  itself,  or be wound up or
dissolved.

     (J) Shall have power to adopt and use a common seal or stamp, and alter the
same at pleasure. The use of a seal or stamp by the corporation on any corporate
documents  is not  necessary.  The  corporation  may use a seal or stamp,  if it
desires,  but such use or nonuse shall not in any way affect the legality of the
document.

     (K) Shall have power to borrow money and contract  debts when necessary for
the  transaction of its business,  or for the exercise of its corporate  rights,
privileges or franchises,  or for any other lawful purpose of its incorporation;
to issue  bonds,  promissory  notes,  bills of exchange,  debentures,  and other
obligations and evidences of indebtedness, payable at a specified time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage,  pledge or otherwise, or unsecured,  for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful object.

     (L) Shall have power to guarantee,  purchase, hold, sell, assign, transfer,
mortgage,  pledge or otherwise dispose of the shares of the capital stock of, or
any bonds,  securities  or evidences of the  indebtedness  created by, any other
corporation  or  corporations  of the State of  Nevada,  or any  other  state or
government,  and, while owners of such stock, bonds,  securities or evidences of
indebtedness,  to exercise all the rights,  powers and  privileges of ownership,
including the right to vote, if any.

     (M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus,  surplus, or other
property or fund.

     (N) Shall have power to conduct  business,  have one or more  offices,  and
hold,  purchase,  mortgage and convey real and personal property in the State of
Nevada,  and  in  any  of  the  several  states,  territories,  possessions  and
dependencies  of the United  States,  the District of Columbia,  and any foreign
countries.

     (O) Shall have power to do all land everything necessary and proper for the
accomplishment  of the  objects  enumerated  in its  certificate  or articles of
incorporation,  or any  amendment  thereof,  or necessary or  incidental  to the
protection  and benefit of the  corporation,  and,  in general,  to carry on any
lawful business  necessary or incidental to the attainment of the objects of the
corporation,  whether or not such  business  is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or
any amendment thereof.


<PAGE>


     (P) Shall  have  power to make  donations  for the  public  welfare  or for
charitable, scientific or educational purposes.

     (Q) Shall have power to enter into  partnerships,  general or  limited,  or
joint ventures,  in connection with any lawful activities,  as may be allowed by
law.

     FOURTH. That the total number of common stock authorized that may be issued
by the  Corporation  is  Twenty-Five  Thousand  (25,000)  shares of stock within
nominal par value and no other class of stock shall be  authorized.  Said shares
may be issued by the corporation  from time to time for such  considerations  as
may be fixed by the Board of Directors.

     FIFTH. The governing board of this corporation shall be known as directors,
and the number of  directors  may from time to time be increased or decreased in
such manner as shall be provided by the By-Laws of this  Corporation,  providing
that the number of directors shall not be reduced to fewer than one (1).

     The name and post office  address of the first board of Directors  shall be
one (1) in number and listed as follows:

     NAME                          POST OFFICE ADDRESS
     ----                          -------------------
     Robert Seligman               2533 North Carson Street
                                   Carson City, Nevada  89706

     SIXTH. The capital stock,  after the amount of the  subscription  price, or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the corporation.

     SEVENTH.  The name and post office address of the Incorporator  signing the
Articles of Incorporation is as follows:

     NAME                          POST OFFICE ADDRESS
     ----                          -------------------
     Robert Seligman               2533 North Carson Street
                                   Carson City, Nevada  89706

     EIGHTH. The resident agent of this corporation shall be:

          LAUGHLIN ASSOCIATES, INC.

The address of said agent,  and, the  registered  or  statutory  address of this
corporation in the state of Nevada shall be:


<PAGE>

          2533 North Carson Street
          Carson City, Nevada 89706

     NINTH. The corporation is to have perpetual existence.

     TENTH.  In  furtherance  and not in limitation  of the powers  conferred by
statute, the Board of Directors is expressly authorized:

     Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter
or amend the By-Laws of the Corporation.

     To fix the  amount to be  reserved  as working  capital  over and above its
capital  stock paid in, to  authorize  and cause to be executed,  mortgages  and
liens upon the real and personal property of this Corporation.

     By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors of
the  Corporation,  which, to the extent  provided in the  resolution,  or in the
By-Laws of the Corporation,  shall have and may exercise the powers of the Board
of Directors in the  management of the business and affairs of the  Corporation,
Such committee, or committees,  shall have such name, or names, as may be stated
in the By-Laws of the Corporation,  or as may be determined from time to time by
resolution adopted by the Board of Directors.

     When and as authorized by the affirmative vote of the Stockholders  holding
stock  entitling  them to exercise at least a majority of the voting power given
at a  Stockholders  meeting called for that purpose,  or when  authorized by the
written consent of the holders of at least a majority of the voting stock issued
and  outstanding,  the Board of Directors  shall have power and authority at any
meeting  to sell,  lease or  exchange  all of the  property  and  assets  of the
Corporation,  including  its good will and its corporate  franchises,  upon such
terms and conditions as its board of Directors  deems expedient and for the best
interests of the Corporation.

     ELEVENTH.  No  shareholder  shall  be  entitled  as a  matter  of  right to
subscribe  for or  receive  additional  shares  of any  class  of  stock  of the
Corporation,  whether now or hereafter authorized,  or any bonds,  debentures or
securities  convertible into stock, but such additional shares of stock or other
securities  convertible  into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its  discretion  it shall deem
advisable.

     TWELFTH.  No director  or officer of the  Corporation  shall be  personally
liable to the Corporation or any of its  stockholders  for damages for breach of
fiduciary  duty as a director  or officer  involving  any act or omission of any
such director or officer; provided,  however, that the foregoing provision shall
not  eliminate  or limit the  liability of a director or officer (i) for acts or
omissions which involve intentional misconduct,  fraud or a knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300


<PAGE>


of the Nevada Revised  Statutes.  Any repeal or  modification of this Article by
the  stockholders  of the Corporation  shall be prospective  only, and shall not
adversely  affect any  limitation  on the  personal  liability  of a director or
officer  of the  Corporation  for  acts or  omissions  prior to such  repeal  or
modification.

     THIRTEENTH.  This Corporation reserves the right to amend, alter, change or
repeal any provision  contained in the Articles of Incorporation,  in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all  rights  conferred  upon  Stockholders  herein are  granted  subject to this
reservation.

     I, THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose of forming a Corporation  pursuant to the General Corporation Law of the
State of  Nevada,  do make and file  these  Articles  of  Incorporation,  hereby
declaring and certifying  that the facts herein stated are true, and accordingly
have hereunder set my hand this 18th day of September 1996.



<PAGE>



         /s/ ROBERT SELIGMAN
         -------------------------------------
         Robert Seligman


STATE OF NEVADA   )
                  ) SS.
CARSON CITY       )

On this 18th day of  September,  1996 in Carson  City,  Nevada,  before  me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:

         Robert Seligman

Known to me to be the person whose name is subscribed to the foregoing  document
and acknowledged to me that he executed the same.

(Notary seal)              /s/ LISA MARIE VANNUCCI
                           -----------------------------------------
                           Notary Public


I, Laughlin Associates,  Inc. hereby accept as Resident Agent for the previously
named Corporation.


September 18, 1996                       /s/ ROBERT SELIGMAN
---------------------------              -------------------------------------
                                         Executive Vice President





<PAGE>


                      CERTIFICATE OF AMENDMENT OF ARTICLES
                            (After Issuance of Stock)


                           INTERNATIONAL BARTER CORP.


We the  undersigned  President and Secretary of the above named  corporation  do
hereby certify:

That the Board of Directors of said corporation at a meeting duly convened, held
on the 29th day of September,  1996,  adopted a resolution to amend the original
articles as follows:

     Article Number Four is amended to read as follows:

          That the total number of common stock authorized that may be issued by
     the  Corporation is Twenty Five Million  (25,000,000)  shares of stock with
     par value of .001 per share.  Said shares may be issued by the  corporation
     from  time to time for such  consideration  as may be fixed by the Board of
     Directors.

The number of shares of the  Corporation  outstanding and entitled to vote on an
amendment to the Articles of Incorporation  is 25,000;  that the said change and
amendment have been consented to and approved by a majority of the  stockholders
holding at least a majority of each class of stock  outstanding  and entitled to
vote thereon.


                                       /s/ Steven White
                                       -----------------------------------------
                                       President

                                       /s/ Norman Fetz
                                       -----------------------------------------
                                       Secretary


State of Washington     )
                        ) ss.
County of King          )

On this 22nd day of September,  1997,  personally  appeared  before me, a Notary
Public, who acknowledged that he/she/they, executed the above instrument.

(Notary seal)            /s/ Deanna Burnett Keener
[SEAL]                   -----------------------------------------
                         Notary Public


<PAGE>



              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                            (After Issuance of Stock)

                                                        Filed by: --------------
FILED
In the Office of the
Secretary of State of the
STATE OF NEVADA

APR 21 1999
No. C19704-96
Dean Heller, Secretary of State


                           INTERNATIONAL BARTER CORP.
                               Name of Corporation

     We the undersigned, Steve White, President, and Richard Mayer, Secretary of
International Barter Corp., do hereby certify:

     That the Board of Directors of said corporation at a meeting duly convened,
held on the 10th day of April,  1999, adopted a resolution to amend the original
articles as follows:

     Article 1 is hereby amended to read as follows:

     That the name of the Corporation is: Ubarter.com Inc.

     The number of shares of the corporation outstanding and entitled to vote on
an  amendment  to the  Articles of  Incorporation  is  5,776,400;  that the said
change(s) and amendment  have been  consented to and approved by a majority vote
of the  stockholders  holding  at  least a  majority  of  each  class  of  stock
outstanding and entitled to vote thereon.

                                    /s/ Steve White
                                    --------------------------------------------
                                    Steve White, President

                                    /s/ Richard Mayer
                                    --------------------------------------------
                                    Richard Mayer, Secretary


State of Washington  )
                     ) ss.
County of King       )

     On April 19, 1999, personally appeared before me, a Notary Public,  Richard
Mayer, who acknowledged that he executed the above instrument.

                                    [/s/ Illegible]
                                    --------------------------------------------
                                    Signature of Notary