EXHIBIT
3.1
 
 FILED
#26962-04
 OCT 06
2004
 
 ARTICLES
OF INCORPORATION
 of
 INTERNATIONAL
CELLULAR ACCESSORIES
 A Nevada
Corporation
 
 I, the
undersigned, being the original incorporator herein named, for the purpose of
forming a corporation under and pursuant to Chapter 78 of the Nevada Revised
Statutes, the general corporation laws of the State of Nevada, to do business
both within and without the State of Nevada, do make and file these Articles of
Incorporation hereby declaring and certifying that the facts herein stated are
true:
 
 ARTICLE
I
 NAME
 
 The name
of the corporation is INTERNATIONAL CELLULAR ACCESSORIES.
 
 ARTICLE
II
 PRINCIPAL
OFFICE
 
 Section
2.01 Resident Agent. The name and address of its resident agent for service
process is Resident Agents of Nevada, Inc. 711 S. Carson, Suite 4, Carson City,
Nevada 89701.
 
 Section
2.02 Other Offices. The corporation may also maintain offices for the
transaction of any business at such other places within or without the State of
Nevada as it may from time to time determine. Corporate business of every kind
and nature may be conducted, and meetings of directors and stockholders held
outside the State of Nevada with the same effect as if in the State of
Nevada.
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  ARTICLE
III
 PURPOSE
 
 The
corporation is organized for the purpose of engaging in any lawful activity,
within or without the State of Nevada.
 
 ARTICLE
IV
 SHARES OF
STOCK
 
 Section
4.01 Number and Class. The amount of the total authorized capital stock of this
corporation is Seventy-Five Million (75,000,000) shares with a par value of
$0.001 designated as Common Stock. The Common Stock may be issued from time to
time without action by the stockholders. The Common Stock may be issued for such
consideration as may be fixed from time to time by the Board of
Directors.
 
 The Board
of Directors may issue such shares of Common Stock in one of more series, with
such voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution or
resolutions adopted by them.
 
 Section
4.02 No Preemptive Rights. Holders of the Common Stock of the corporation shall
not have any preference, preemptive right, or right of subscription to acquire
any shares of the corporation authorized, issued or sold, or to be authorized,
issued or sold, or to any obligations or shares authorized or issued or to be
authorized or issued, and convertible into shares of the corporation, nor to any
right of subscription thereto, other than to the extent, if any, the Board of
Directors in its discretion, may determine from time to time.
 
 Section
4.03 Assessment of Shares. The Common Stock of the corporation, after the amount
of the subscription price has been paid, in money, property or services, as the
directors of the corporation shall determine, shall not be subject to assessment
to pay the debts of the corporation, nor for any other purpose, and no stock
issued as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular.
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  ARTICLE
V
 DIRECTORS
 
 Section
5.01 Governing Board. The members of the Board of Directors of the corporation
shall be styled directors.
 
 Section
5.02 Initial Board of Directors. The Board of Directors shall consist of at
least one (1) but no more than five (5) members. The name(s) and address(s) of
the initial members of the Board of Directors are as follows:
  NAME
              ADDRESSRachael
      Cecile Wosk & William Wosk of
              48055
      Yale Road R.R. 32, Chilliwack, BC, Canada V2P
6H4
  These
individuals shall serve as directors of the corporation until the first annual
meeting of the stockholders or until their successors shall have been elected
and qualified.
 
 Section
5.03 Change in the Number of Directors. The number of directors may be increased
or decreased by duly adopted amendment to the Bylaws of the
corporation.
 
 ARTICLE
VI
 INCORPORATORS
 
 The name
and address of the sole incorporator is Sandra L. Miller 711 S. Carson, Ste 4,
Carson City, Nevada 89701
 
 ARTICLE
VII
 PERIOD OF
DURATION
 
 This
corporation is to have A PERPETUAL existence.
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  ARTICLE
VIII
 DIRECTORS
AND OFFICERS' LIABILITY
 
 A
director or officer of the corporation shall not be personally liable to this
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, but this Article shall not eliminate or limit the liability
of a director or officer for (I) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the unlawful payment of
dividends. 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 and omissions prior to such repeal or modification.
 
 ARTICLE
IX
 INDEMNITY
 
 Every
person who was or is a party to, or is threatened to be made a party to, or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connections therewith.
Such right of indemnification shall be a contract right which may be enforced in
any manner desired by such person. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification shall not be
exclusive of any other right which such directors, officers or representatives
may have or hereafter acquire, and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any Bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this Article.
  Page 4 of
8
 
 Without
limiting the application of the foregoing, the Board of Directors may adopt
Bylaws from time to time with respect to indemnification, to provide at all
times the fullest indemnification permitted by the laws of the State of Nevada,
and may cause the corporation to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprises, against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
 
 The
indemnification provided in this Article shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such person.
 
 ARTICLE
X
 AMENDMENTS
 
 Subject
at all times to the express provisions of Section 4.03, hereof, which cannot be
amended, this corporation reserves the right to amend, alter, change, or repeal
any provision contained in these Articles of Incorporation or its Bylaws, in the
manner now or hereafter prescribed by statute or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the stockholders are
granted subject to this reservation.
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8
  ARTICLE
XI
 POWERS OF
DIRECTORS
 
 In
furtherance, and not in limitation of the powers conferred by statue, the Board
of Directors is expressly authorized:
 
 (1)
Subject to the Bylaws, if any, adopted by the stockholders, to make, alter or
repeal the Bylaws of the corporation;
 
 (2) To
authorize and cause to be executed mortgages and liens, with or without limit as
to amount, upon the real and personal property of the corporation;
 
 (3) To
authorize the guaranty by the corporation of securities, evidences of
indebtedness and obligations of other persons, corporations and business
entities;
 
 (4) To
set apart out of any of the funds of the corporation available for dividends a
reserve or reserves for any proper purpose and to abolish any such reserve;
and
 
 (5) By
resolution adopted by a majority of the whole Board of Directors, to designate
one 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 Board of Directors in the management of the business and
affairs of the corporation, any may authorize the seal of the corporation to be
affixed to all papers which may require it Such committee or committees shall
have such name or names as may be stated in the Bylaws of the corporation or as
may be determined from time to time by resolution adopted by the Board of
Directors
 
 All
corporate powers of the corporation shall be exercised by the Board of Directors
except as otherwise provided herein or by law.
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8
  IN
WITNESS WHEREOF, I have hereunto set my hand this 29th day of September, 2004
hereby declaring and certifying that the facts stated herein above are
true.
  /s/ Sandra
      L. MillerSandra
      L. MillerSole
      Incorporator
  ACKNOWLEDGMENT
  STATE OF
      NEVADA
              ): ssCITY OF
    CARSON
              )
  On this
29th day of September, 2004 Sandra L. Miller personally appeared before for me,
a Notary Public, and acknowledged to me that she executed the foregoing
instrument for the purposes therein set forth.
 /s/ Diane
      E. KalinowskiNOTARY
      PUBLIC
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  CERTIFICATE
OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
 
 IN THE
MATTER OF: International Cellular Accessories
 
 Resident
Agents of Nevada, Inc., Resident Agent # 83364, with address at 711 S. Carson,
Ste 4, Carson City, Nevada 89701, hereby accepts the appointment as Resident
Agent of the above-entitled corporation in accordance with NRS
78.090.
 
 Furthermore,
that the mailing address for the above registered office is as set forth
above
 
 IN
WITNESS WHEREOF, I hereunto set my hand this 29th of September
2004.
 
 By
                  /s/ Sandra
      L. MillerSandra
      L. MillerResident
      Agents of Nevada, Inc., ResidentAgent
      # 83364Resident
      Agents
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