EXHIBIT 3.1

                          ARTICLES OF INCORPORATION OF
                      CRYSTALIX GROUP INTERNATIONAL, INC.






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                                                           FILED #C28624-02
                                                              NOV 22 2002
                                                           IN THE OFFICE OF
                                                              DEAN HELLER
                                                           SECRETARY OF STATE


                            ARTICLES OF INCORPORATION
                                       OF
                       CRYSTALIX GROUP INTERNATIONAL, INC.


Know all men by these  present that the  undersigned  have this day  voluntarily
associated ourselves together for the purpose of forming a corporation under and
pursuant to the provisions of Nevada Revised  Statutes  78.010 to Nevada Revised
Statues  78.090  inclusive as amended and state and certify that the articles of
incorporation are as follows:


         FIRST:           Name

         The name of the corporation is Crystalix Group International, Inc. (The
"Corporation").


         SECOND:          Resident Office and Agent

The address of the registered  office of the  corporation in the State Of Nevada
Is 5720 South Arville, Ste 114 in the city of Las Vegas, County of Nevada 89118.
The name and  address  of the  corporation's  registered  agent in the  State of
Nevada is Armin Van Damme, at said address,  until such time as another agent is
duly authorized and appointed by the corporation.


         THIRD:           Purpose and Business

         The  purpose  of the  corporation  is to  engage in any  lawful  act or
activity for which  corporations  may now or  hereafter  be organized  under the
Nevada Revised  Statutes of the State of Nevada,  including,  but not limited to
the following:

              (a)     The Corporation may at any time exercise such rights,
                      privileges, and  powers, when not  inconsistent  with
                      the purposes and object for which this corporation is
                      organized;

              (b)     The Corporation  shall have power to have  succession
                      by   its   corporate   name in  perpetuity,  or until
                      dissolved and its affairs wound up according to law;

              (c)     The  Corporation shall  have power to sue and be sued
                      in any court of law or equity;

              (d)     The Corporation shall have power to make contracts;

              (e)     The  Corporation  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;

              (f)     The  corporation  shall  have  power to appoint  such
                      officers and agents as the affairs of the Corporation
                      shall requite and allow them suitable compensation;

              (g)     The  Corporation  shall have power to make bylaws 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 stockholders;

              (h)     The  Corporation shall  have the power to wind up and
                      dissolve itself, or be wound up or dissolved;

              (i)     The  Corporation  shall  have the  power to adopt and
                      use a common seal or  stamp,  or to not use such seal
                      or  stamp and if one is used, to alter the same.  The
                      use  of  a  seal or  stamp by the  corporation on any
                      corporate documents is not necessary.  The

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                      Corporation  may use a seal or  stamp, if it desires,
                      but such use or  non-use shall not  in any way affect
                      the legality of the document;

              (j)     The Corporation  Shall have the 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   evidence  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  another
                      lawful object;

              (k)     The Corporation  shall  have  the 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
                      evidence  in   indebtedness   created  by  any  other
                      corporation or  corporations in the State of  Nevada,
                      or any  other  state or  government  and,  while  the
                      owner of such  stock,  bonds,  securities or evidence
                      of indebtedness,  to exercise all the rights,  powers
                      and  privileges  of ownership, including the right to
                      vote, if any;

              (l)     The Corporation  shall  have  the  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;

              (m)     The Corporation shall have 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 in any foreign country;

              (n)     The  Corporation  shall  have the power to do all and
                      everything    necessary    and    proper    for   the
                      accomplishment  of  the  objects  enumerated  in  its
                      articles of incorporation, or any amendments 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  purposes  of  the   Corporation,
                      whether or not such  business is similar in nature to
                      the   purposes   set  forth  in   the   articles   of
                      incorporation  of  the  Corporation, or any amendment
                      thereof;

              (o)     The   Corporation   shall   have   the  power to make
                      donations for the public welfare or  for  charitable,
                      scientific or educational purposes;

              (p)     The   Corporation   shall  have   the  power to enter
                      partnerships,  general or limited, or joint ventures,
                      in connection with any lawful activities.


         FORTH:           Capital Stock

1.   CLASSES  AND  NUMBER  OF  SHARES.  The maximum  number of shares of capital
     stock that this  corporation is authorized to have  outstanding at any time
     is THREE HUNDRED MILLION (300,000,000) shares of common stock, having a par
     value of $.001 per share, 10,000,000 shares of class A preferred stock with
     a par value of $.001 per share and  5,000,000  shares of class B  preferred
     stock with a par value of $.001 per share.

2.   POWERS AND RIGHTS OF COMMON STOCK

              (a)     PREEMPTIVE  RIGHT.  No  shareholders  of  the  Corporation
                      holding  common stock shall have any  preemptive  or other
                      right  to  subscribe  for  any  additional   un-issued  or
                      treasury  shares of stock or for other  securities  of any
                      class,  or for  rights,  warrants  or options to  purchase
                      stock,  or for  scrip,  or  for  securities  of  any  kind
                      convertible into stock or carrying stock purchase warrants
                      or privileges unless so authorized by the Corporation;

              (b)     VOTING RIGHTS AND POWERS. With respect to all matters upon
                      which  stockholders  are  entitled  to  vote  or to  which
                      stockholders are entitled to give consent,  the holders of
                      the outstanding shares of the



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                      Common  Stock shall be  entitled  to cast  thereon one (1)
                      vote in person or by proxy  for each  share of the  Common
                      Stock standing in his/her name;

              (c)     DIVIDENDS AND DISTRIBUTIONS

                         (i)   CASH  DIVIDENDS.  Subject to the  rights  of
                               holders of any Preferred  Stock,  holders of
                               Common  Stock  shall be entitled  to receive
                               such  cash  dividends  as  may  be  declared
                               thereon by the Board of Directors from  time
                               to  time  out  of  assets  of  funds  of the
                               Corporation  legally available therefor;

                         (ii)  OTHER DIVIDENDS AND DISTRIBUTIONS. The Board
                               of  Directors may issue shares of the Common
                               Stock  in  the  form  of a  distribution  or
                               distributions  pursuant to a stock  dividend
                               or  split-up  of  the  shares  of the Common
                               Stock;

                         (iii) OTHER  RIGHTS. Except as otherwise  required
                               by  the Nevada  Revised  Statutes and as may
                               otherwise be provided in  these  Articles of
                               Incorporation,  each  share  of  the  Common
                               Stock    shall    have   identical   powers,
                               preferences and  rights, including rights in
                               liquidation;

3.   PREFERRED  STOCK   The  class A  preferred  shares shall be  convertible  1
     preferred share into 10 common shares and shall carry 10 to 1 voting rights
     such that the vote of 1 preferred  share is  equivalent  to the votes of 10
     common shares,  which voting rights shall revert to 1 to 1 upon  conversion
     to common shares. The terms of the class B preferred stock to be set by the
     Board of  Directors  prior to the first  issuance  with  authority to do so
     being hereby expressly vested in such board.

4.   ISSUANCE  OF  THE  COMMON  STOCK  AND  THE  PREFERRED  STOCK.  The Board of
     Directors of the  Corporation may from time to time authorize by resolution
     the  issuance  of any or all shares of the Common  Stock and the  Preferred
     Stock herein  authorized in accordance  with the terms and  conditions  set
     forth  in these  Articles  of  Incorporation  for  such  purposes,  in such
     amounts, to such persons, corporations, or entities, for such consideration
     and in the case of the Preferred  Stock, in one or more series,  all as the
     Board of Directors in its  discretion may determine and without any vote or
     other action by the stockholders,  except as otherwise required by law. The
     Board of Directors,  from time to time, also may authorize,  by resolution,
     options,  warrants  and other rights  convertible  into Common or Preferred
     stock  (collectively  "securities.") The securities must be issued for such
     consideration,  including  cash,  property,  or  services,  as the Board or
     Directors may deem  appropriate,  subject to the requirement that the value
     of such  consideration  be no less than the par value if the shares issued.
     Any  shares  issued for which the  consideration  so fixed has been paid or
     delivered shall be fully paid stock and the holder of such shares shall not
     be liable for any further call or assessment or any other payment  thereon,
     provided that the actual value of such  consideration  is not less that the
     par value of the shares so issued.  The Board of Directors may issue shares
     of the Common Stock in the form of a distribution or distributions pursuant
     to a stock  divided or split-up  of the shares of the Common  Stock only to
     the then holders of the outstanding shares of the Common Stock.

5.   CUMULATIVE VOTING.  Except as otherwise  required by applicable  law, there
     shall  be  no  cumulative  voting  on  any  matter  brought  to  a  vote of
     stockholders of the Corporation.


         FIFTH:           Adoption of Bylaws.

         In the  furtherance  and not in limitation  of the powers  conferred by
statute and subject to Article Sixth hereof, the Board of Directors is expressly
authorized to adopt, repeal,  rescind,  alter or amend in any respect the Bylaws
of the Corporation (the "Bylaws").



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         SIXTH:           Shareholder Amendment of Bylaws.

         Notwithstanding  Article Fifth hereof,  the bylaws may also be adopted,
repealed,  rescinded,  altered or amended in any respect by the  stockholders of
the  Corporation,  but only by the  affirmative  vote of the holders of not less
than fifty-one  percent (51%) of the voting power of all  outstanding  shares of
voting stock, regardless of class and voting together as a single voting class.


         SEVENTH:         Board of Directors

         The  business  and affairs of the  Corporation  shall be managed by and
under the  direction  of the Board of  Directors.  Except  as may  otherwise  be
provided pursuant to Section 4 or Article Forth hereof in connection with rights
to elect  additional  directors  under  specified  circumstances,  which  may be
granted to the  holders  of any class or series of  Preferred  Stock,  the exact
number of directors of the Corporation  shall be determined from time to time by
a bylaw or amendment  thereto,  providing that the number of directors shall not
be reduced to less than one (1). The directors holding office at the time of the
filing of these Articles of Incorporation  shall continue as directors until the
next annual meeting and/or until their successors are duly chosen.


         EIGHTH:          Term of Board of Directors.

         Except as otherwise  required by applicable  law,  each director  shall
serve for a term ending on the date of the third Annual Meeting of  Stockholders
of the Corporation (the "Annual Meeting")  following the Annual Meeting at which
such director was elected. All directors, shall have equal standing.

         Not withstanding  the foregoing  provisions of this Article Eighth each
director  shall serve until his  successor is elected and qualified or until his
death, resignation or removal; no decrease in the authorized number of directors
shall  shorten the term of any incumbent  director;  and  additional  directors,
elected  pursuant to Section 4 or Article Forth hereof in connection with rights
to elect such additional directors under specified  circumstances,  which may be
granted to the holders of any class or series of Preferred  Stock,  shall not be
included in any class,  but shall  serve for such term or terms and  pursuant to
such  other  provisions  as are  specified  in the  resolution  of the  Board or
Directors establishing such class or series


         NINTH:           Vacancies on Board of Directors

         Except as may  otherwise  be provided  pursuant to Section 4 of Article
Forth  hereof in  connection  with rights to elect  additional  directors  under
specified  circumstances,  which may be granted  to the  holders of any class or
series of  Preferred  Stock,  newly  created  directorships  resulting  from any
increase in the number of directors,  or any vacancies on the Board of Directors
resulting from death,  resignation,  removal,  or other causes,  shall be filled
solely  by the  quorum  of the  Board of  Directors.  Any  director  elected  in
accordance  with the preceding  sentence  shall hold office for the remainder of
the full term of  directors  in which the new  directorship  was  created or the
vacancy occurred and until such director's successor shall have been elected and
qualified or until such  director's  death,  resignation  or removal,  whichever
first occurs.


         TENTH:           Removal of Directors

         Except as may  otherwise  be provided  pursuant to Section 4 or Article
Fourth  hereof in connection  with rights to elect  additional  directors  under
specified  circumstances,  which may be granted  to the  holders of any class or
series of  Preferred  Stock,  any  director  may be removed from office only for
cause and only by the affirmative vote of the holders of not less than fifty-one
percent  (51%) of the voting  power of all  outstanding  shares of voting  stock
entitled to vote in  connection  with the election of such  director,  provided,
however, that where such removal is approved by a majority of the Directors, the
affirmative vote of a majority of the voting power of all outstanding  shares of
voting stock  entitled to vote in connection  with the election of such director
shall be required for approval of such removal. Failure of an incumbent director
to be  nominated  to serve an  additional  term of office  shall not be deemed a
removal from office requiring any stockholder vote.

         ELEVENTH:        Stockholder Action

         Any action required or permitted to be taken by the stockholders of the
Corporation  must be effective at a duly called  Annual  Meeting or at a special
meeting of stockholders of the Corporation, unless such action requiring


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or permitting  stockholder  approval is approved by a majority of the Directors,
in which case such action may be authorized  or taken by the written  consent of
the  holders  of  outstanding  shares of Voting  Stock  having not less than the
minimum voting power that would be necessary to authorize or take such action at
a meeting of  stockholders  at which all shares  entitled to vote  thereon  were
present and voted,  provided  all other  requirements  of  applicable  law these
Articles have been satisfied.


         TWELFTH:         Special Stockholder Meeting

         Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by a majority of the Board of Directors or
by the Chairman of the Board or the President. Special meeting may not be called
by any other person or persons.  Each special meeting shall be held at such date
and time as is  requested by the person or persons  calling the meeting,  within
the limits fixed by law.


         THIRTEENTH:      Location of Stockholder Meetings.

         Meetings  of  stockholders  of the  Corporation  may be held  within or
without  the  State of  Nevada,  as the  Bylaws  may  provide.  The books of the
Corporation  may be  kelp  (subject  to any  provision  of  the  Nevada  Revised
Statutes)  outside  the  State  of  Nevada  at such  place or  places  as may be
designated from time to time by the Board of Directors or in the Bylaws.


         FOURTEENTH:      Private Property of Stockholders.

         The private  property of the  stockholders  shall not be subject to the
payment of corporate debts to any extent whatever and the stockholders shall not
be personally liable for the payment of the corporation's debts.


         FIFTEENTH:       Stockholder Appraisal Rights in Business Combinations.

         To the maximum extent  permissible under the Nevada Revised Statutes of
the State of Nevada,  the  stockholders of the Corporation  shall be entitled to
the statutory  appraisal rights provided  therein,  with respect to any business
Combination  involving the  Corporation and any stockholder (or any affiliate or
associate  of any  stockholder),  which  required  the  affirmative  vote of the
Corporation's stockholders.


         SIXTEENTH:       Other Amendments.

         The Corporation reserves the right to adopt, repeal,  rescind, alter or
amend in any respect any provision  contained in these Articles of Incorporation
in the manner  now or  hereafter  prescribed  by  applicable  law and all rights
conferred on stockholders herein granted subject to this reservation.


         SEVENTEENTH:     Term of Existence.

         The Corporation is to have perpetual existence.


         EIGHTEENTH:      Liability of Directors.

         No director of this  Corporation  shall have personal  liability to the
Corporation  or any of its  stockholders  for  monetary  damages  for  breach of
fiduciary  duty as a director or officers  involving  any act or omission of any
such director or officer.  The foregoing  provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its  stockholders,  (ii) for acts or omissions not in good
faith or, which involve  intentional  misconduct or a knowing  violation of law,
(iii) under applicable Sections of the Nevada Revised Statutes, (iv) the payment
of dividends in violation of Section 78.300 of the Nevada  Revised  Statutes or,
(v) for any  transaction  from which the director  derived an improper  personal
benefit.  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.

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         NINETEENTH:      Name and Address of first Directors and Incorporators.

         The name and address of the  incorporators  of the  Corporation and the
first Directors of the Board of Directors of the Corporation  which shall be one
(1) in number is as follows:


                                   DIRECTOR #1
                                 Armin Van Damme
                          5720 South Arville, Ste. 114
                               Las Vegas, NV 89118



         I, Armin Van Damme being the first  director  and  Incorporator  herein
before named,  for the purpose of forming a  corporation  pursuant to the Nevada
Revised  Statutes  of the  State  of  Nevada,  do make  these  Articles,  hereby
declaring  and  certifying  that  this is my act and deed and the  facts  herein
stated  are true and  accordingly  have  hereunto  set my hand this _____ day of
November, 2002.




                                   By: /s/ ARMIN VAN DAMME
                                      ---------------------------------
                                      Armin Van Damme



                                           ACCEPTANCE OF RESIDENT AGENT

         I, Armin Van Damme, do hereby accept the position of Resident Agent for
Crystalix Technologies, Inc. this _______ day of November, 2002.



                                           /s/ ARMIN VAN DAMME
                                          -----------------------------
                                          Armin Van Damme








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