ARTICLE ONE
NAME

The name of the Corporation is American Career Centers, Inc.

ARTICLE TWO
DURATION

The Corporation shall have perpetual existence.

ARTICLE THREE
PURPOSE

The purpose for which this Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the
Nevada General Corporation Law.

ARTICLE FOUR
SHARES

The total number of shares of stock which the Corporation shall authority
to issue is 120,000,000 shares, consisting of 100,000,000 shares of Common
Stock having a par value of $.0001 per share and 20,000,000 shares of
Preferred Stock having a par value of $.0001 per share.

The Board of Directors is authorized to provide for the issuance of the
shares of Preferred Stock in series and, by filing a certificate pursuant
to the applicable law of the State of Nevada, to establish from time to
time the number of shares to be included in each such series, and to fix
the designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions
thereof.

The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of
the following:

A.         The number of shares constituting that series and the
distinctive designation of that series;

B.         The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares
of that series;

C.         Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting
rights;

D.         Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine;

E.         Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the date
or dates upon or after which they shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under difference
conditions and at different redemption dates;

F.         Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of
such sinking fund;

G.         The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series; and

H.         Any other relative rights, preferences and limitations of that
series.

ARTICLE FIVE
COMMENCEMENT OF BUSINESS

The Corporation is authorized to commence business as soon as its articles
of incorporation have been filed.

ARTICLE SIX
PRINCIPAL OFFICE AND RESIDENT AGENT

The post office address of the initial resident office of the Corporation
and the name of its initial resident agent and its business address is:

CSC Services of Nevada, Inc.
502 E. John Street
Carson City, Nevada   89706

The initial resident agent is a resident of the State of Nevada.

ARTICLE SEVEN
INCORPORATOR

James M. Cassidy, 1504 R Street, N.W., Washington, D.C. 20009.

ARTICLE EIGHT
DIRECTORS

The Board of Directors shall consist of one director.  The initial director
shall be:

William Anthony
2490 South 300 West
Salt Lake City, Utah   84115



ARTICLE EIGHT
PRE-EMPTIVE RIGHTS
No shareholder or other person shall have any pre-emptive rights whatsoever.

ARTICLE NINE
BY-LAWS

The initial by-laws shall be adopted by the Shareholders or the Board of
Directors.  The power to alter, amend, or repeal the by-laws or adopt new
by-laws is vested in the Board of Directors, subject to repeal or change
by action of the Shareholders.

ARTICLE TEN
NUMBER OF VOTES

Each share has one vote on each matter on which the share is entitled to
vote.

ARTICLE ELEVEN
MAJORITY VOTES

         A majority vote of a quorum of Shareholders (consisting of the
holders of a majority of the shares entitled to vote, represented in person
or by proxy) is sufficient for any action which requires the vote or
concurrence of Shareholders, unless otherwise required or permitted by law
or the by-laws of the Corporation.

ARTICLE TWELVE
NON-CUMULATIVE VOTING

Directors shall be elected by majority vote.  Cumulative voting shall not
be permitted.

ARTICLE THIRTEEN
INTERESTED DIRECTORS, OFFICERS AND SECURITYHOLDERS

A.         VALIDITY.  If Paragraph (B) is satisfied, no contract or other
transaction between the Corporation and any of its directors, officers or
securityholders, or any corporation or firm in which any of them are
directly or indirectly interested, shall be invalid solely because of this
relationship or because of the presence of the director, officer or
securityholder at the meeting of the Board of Directors or committee
authorizing the contract or transaction, or his participation or vote in
the meeting or authorization.

B.         DISCLOSURE, APPROVAL, FAIRNESS.  Paragraph (A) shall apply if:

(1)         The material facts of the relationship or interest of each
such director, officer or securityholder are known or disclosed:

(a)         to the Board of Directors or the committee and it nevertheless
authorizes or ratifies the contract or transaction by a majority of the
directors present, each such interested director to be counted in
determining whether a quorum is present but not in calculating the majority
necessary to carry the vote; or

(b)         to the Shareholders and they nevertheless authorize or ratify
the contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes; or

(2)         the contract or transaction is fair to the Corporation as of
the time it is authorized or ratified by the Board of Directors, the
committee or the Shareholders.

ARTICLE FOURTEEN
INDEMNIFICATION AND INSURANCE

A.         PERSONS.  The Corporation shall indemnify, to the extent
provided in Paragraphs (B), (D) or (F):

(1)         any person who is or was director, officer, agent or employee
of the Corporation, and

(2)         any person who serves or served at the Corporation's request
as a director, officer, agent, employee, partner or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise.

B.         EXTENT-DERIVATIVE SUITS.  In case of a suit by or in the right
of the Corporation against a person named in Paragraph (A) by reason of
his holding a position named in Paragraph (A), the Corporation shall
indemnify him, if he satisfies the standard in Paragraph (C), for expenses
(including attorneys' fees but excluding amounts paid in settlement)
actually and reasonably incurred by him in connection with the defense or
settlement of the suit.

C.         STANDARD-DERIVATIVE SUITS.  In case of a suit by or in the right
of the Corporation, a person named in Paragraph (A) shall be indemnified
only if:

(1)         he is successful on the merits or otherwise, or

(2)         he acted in good faith in the transaction which is the subject
of the suit, and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation. However, he shall not be
indemnified in respect of any claim, issue or matter as to which he has
been adjudged liable for negligence or misconduct in the performance of
his duty to the Corporation unless (and only to the extent that) the court
in which the suit was brought shall determine, upon application, that
despite the adjudication but in view of all the circumstances, he is fairly
and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

D.         EXTENT-NONDERIVATIVE SUITS.  In case of a suit, action or
proceeding (whether civil, criminal, administrative or investigative),
other than a suit by or in the right of the Corporation against a person
named in Paragraph (A) by reason of his holding a position named in
Paragraph (A), the Corporation shall indemnify him, if he satisfies the
standard in Paragraph (E), for amounts actually and reasonably incurred by
him in connection with the defense or settlement of the suit as

(1)         expenses (including attorneys' fees),
(2)         amounts paid in settlement,
(3)         judgments, and
(4)         fines.


E.         STANDARD-NONDERIVATIVE SUITS.  In case of a nonderivative suit,
a person named in Paragraph (A) shall be indemnified only if:

(1)         he is successful on the merits or otherwise, or

(2)         he acted in good faith in the transaction which is the subject
of the nonderivative suit, and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Corporation and, with respect
to any criminal action or proceeding, he had no reason to believe his
conduct was unlawful.  The termination of a nonderivative suit by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person
failed to satisfy this Paragraph (E)(2).

F.         DETERMINATION THAT STANDARD HAS BEEN MET.  A determination that
the standard of Paragraph (C) or (E) has been satisfied may be made by a
court of law or equity or the determination may be made by:

(1)         a majority of the directors of the Corporation (whether or not
a quorum) who were not parties to the action, suit or proceeding, or

(2)         independent legal counsel (appointed by a majority of the
directors of the Corporation, whether or not a quorum, or elected by the
Shareholders of the Corporation) in a written opinion, or

(3)         the Shareholders of the Corporation.

G.         PRORATION.  Anyone making a determination under Paragraph (F)
may determine that a person has met the standard as to some matters but not
as to others, and may reasonably prorate amounts to be indemnified.

H.         ADVANCE PAYMENT.  The Corporation may pay in advance any
expenses (including attorneys' fees) which may become subject to the
indemnification under Paragraphs (A)-(G) if:

(1)         the Board of Directors authorizes the specific payment and

(2)         the person receiving the payment undertakes in writing to
repay unless it is ultimately
determined that he is entitled to indemnification by the Corporation under
Paragraphs (A)-(G).

I.         NONEXCLUSIVE.  The indemnification provided by Paragraphs (A)-(G)
shall not be exclusive of any other rights to which a person may be entitled
by law or by by-law, agreement, vote of Shareholders or disinterested
directors, or otherwise.

J.         CONTINUATION.  The indemnification and advance payment provided
by Paragraphs (A)-(H) shall continue as to a person who has ceased to hold
a position named in Paragraph (A) and shall inure to his heirs, executors
and administrators.

K.         INSURANCE.  The Corporation may purchase and maintain insurance
on behalf of any person who holds or who has held any position named in
Paragraph (A) against any liability incurred by him in any such positions
or arising out of this status as such, whether or not the Corporation would
have power to indemnify him against such liability under
Paragraphs (A)-(H).

L.         REPORTS.  Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A)-(K) shall be
reported in writing to the Shareholders of the Corporation with the next
notice of annual meeting, or within six months, whichever
is sooner.

M.         AMENDMENT OF ARTICLE.  Any changes in the General Corporation
Law of Nevada increasing, decreasing, amending, changing or otherwise
effecting the indemnification of directors, officers, agents, or employees
of the Corporation shall be incorporated by reference in this Article as of
the date of such changes without further action by the Corporation, its
Board of Directors, of Shareholders, it being the intention of this Article
that directors, officers, agents and employees of the Corporation shall be
indemnified to the maximum degree allowed by the General Corporation Law of
the State of Nevada at all times.

ARTICLE FIFTEEN
LIMITATION ON DIRECTOR LIABILITY

A.         SCOPE OF LIMITATION.  No person, by virtue of being or having
been a director of the Corporation, shall have any personal liability for
monetary damages to the Corporation or any of its Shareholders for any
breach of fiduciary duty except as to the extent provided in Paragraph (B).

B.         EXTENT OF LIMITATION.  The limitation provided for in this
Article shall not eliminate or limit the liability of a director to the
Corporation or its Shareholders (i) for any breach of the director's duty
of loyalty to the Corporation or its Shareholders, (ii) for any acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any unlawful payment of dividends or
unlawful stock purchases or redemptions in violation of the General
Corporation Law of Nevada, or (iv) for any transaction for which the
director derived an improper personal benefit.

IN WITNESS WHEREOF, the incorporator hereunto has executed these articles
of incorporation on this 11th day of June 1999.

/s/ JAMES M. CASSIDY
James M. Cassidy