EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                      COLLEGE BOUND STUDENT ALLIANCE, INC.

                                   ARTICLE I

     The name of the corporation is College Bound Student Alliance, Inc. (the
"Corporation").

                                   ARTICLE II

     The amount of total authorized capital stock which the Corporation shall
have authority to Issue is 40,000,000 shares of common stock, each with $0.001
par value, and 10,000,000 shares of preferred stock, each with $0.001 par value.
To the fullest extent permitted by the laws of the State of Nevada (currently
set forth in NRS 78.195), as the same now exists or may hereafter be amended or
supplemented, the Board of Directors may fix and determine the designations,
rights, preferences or other variations of each class or series within each
class of capital stock of the Corporation.

                                   ARTICLE III

     The business and affairs of the Corporation shall be managed by a Board of
Directors which shall exercise all the powers of the Corporation except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of the State of Nevada. The number of members of the Board of Directors shall be
set in accordance with the Company's Bylaws; however, the initial Board of
Directors shall consist of one member. The name and address of the person who
shall serve as the director until the first annual meeting of stockholders and
until his successors are duly elected and qualified is as follows:

Name                                  Address
----                                  -------
Jerome M. Lapin                       5275 DTC Parkway, Suite 110
                                      Eng1ewood, Colorado 80111-5275

                                   ARTICLE IV

     The name and address of the Incorporator of the Corporation is Fay M.
Matsukage, 455 Sherman Street, Suite 300, Denver, Colorado 80203.

                                   ARTICLE V

     To the fullest extent permitted by the laws of the State of Nevada
(currently set forth in NRS 78.037), as the same now exists or may hereafter be
amended or supplemented, no director or officer of the Corporation shall be
liable to the Corporation or to its stockholders for damages for breach of
fiduciary duty as a director or officer.

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                                   ARTICLE VI

     The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he is or
was a director or officer of the Corporation, he is or was serving at the
request of the Corporation as a director, officer, employee, or agent of, or in
any similar managerial or fiduciary position of, another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall
also indemnify any person who is serving or has served the Corporation as a
director, officer, employee, or agent of the Corporation to the extent and in
the manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible.

                                  ARTICLE VII

     The owners of shares of stock of the Corporation shall not have a
preemptive right to acquire unissued shares, treasury shares or securities
convertible into such shares.

                                  ARTICLE VIII

     Only the shares of capital stock of the Corporation designated at issuance
as having voting rights shall be entitled to vote at meetings of stockholders of
the Corporation, and only stockholders of record of shares having voting rights
shall be entitled to notice of and to vote at meetings of stockholders of the
Corporation.

                                   ARTICLE IX

     The initial resident agent of the Corporation shall be the Corporation
Trust Company of Nevada, whose street address is 6100 Neil Road, #500, Reno,
Nevada 89511.

                                   ARTICLE X

     The provisions of NRS 78.378 to 78.3793 inclusive, and NRS 78.411 to 78.444
inclusive, shall not apply to the Corporation.

                                   ARTICLE XI

     The purposes for which the Corporation is organized and its powers are as
follows:

          To engage in all lawful business; and

          To have, enjoy, and exercise all of the rights, powers, and privileges
          conferred upon corporations incorporated pursuant to Nevada law,
          whether now or hereafter in effect, and whether or not herein
          specifically mentioned.

                                  ARTICLE XII

     A majority of the votes entitled to be cast on any matter by each
shareholder voting group entitled to vote on a matter shall constitute a quorum
of that voting group for action on that matter by shareholders.

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                                  ARTICLE XIII

     The holder of a bond, debenture or other obligation of the Corporation may
have any of the rights of a stockholder in the Corporation to the extent
determined appropriate by the Board of Directors at the time of issuance of such
bond, debenture or other obligation.

     IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 17th day of May, 2000.

                                            By /s/ Fay M. Matsukage
                                            ------------------------------------
                                            Fay M. Matsukage
                                            Incorporator
STATE OF COLORADO )
CITY AND          ) ss.
COUNTY OF DENVER  )

     Personally appeared before me this 17th day of May, 2000, Fay M. Matsukage
who, being first duly sworn, declared that she executed the foregoing Articles
of Incorporation and that the statements therein are true and correct to the
best of her knowledge and belief.

     Witness my hand and official seal.

                                            /s/ Cynthia C. Fillipp
                                            ------------------------------------
                                            Notary Public

                                            Address:
                                            455 Sherman Street, Suite 300
                                            Denver, Colorado 80203
My commission expires:

/s/ December 21, 2002


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