**Exhibit
      3.1:**






**Articles
      of Incorporation**




SITEWORKS
      BUILDING AND DEVELOPMENT CO.,




FIRST:
      The name of this corporation is:






SITEWORKS
      BUILDING AND DEVELOPMENT CO.,




SECOND:
      Its principal office in the State of Florida is Located at 2534 N Miami Ave,
      Miami Florida 33127. The name and address of its resident agent is Speigel
      and
      Utrera.




THIRD:
      The nature of the business or objects or purposes proposed may be organized
      under the under General Corporation Law of the State of Florida.




To
      engage in any Lawful act or activity for which corporations may be organized
      under the General Corporation Law of the State of Florida.




FOURTH:
      The total authorized capital stock of the corporation is one hundred million
      (100,000,000) shares of common stock having a par value of $0.001 per share,
      amounting to 100,000, 20,000,000 shares of preferred stock A, par value 1.00,
      and with voting rights equivalent to 300 common shares, amounting to
      20,000,000.00 and 20,000,000 shares of preferred stock B, amounting to
      20,000,000.




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 may be provided in the by-laws of the corporation, provided that
      the
      number of directors shall not be reduced less than one unless there is less
      than
      one shareholder.




The
      name and post office address of the first board of directors, which shall be
      one
      in number, is as follows:




Name
            
            POST
                OFFICE ADDRESSC.
                Michael Nurse
            
            P
                O
                Box 331238Miami,
                Fl, 33166




SIXTH:
      The capital stock, after the amount of the subscription price, or par value,
      has
      been paid in shall not be subject 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 ADDRESSSpeigel
                and Utrera
            
            Coral
                GablesMiami









EIGHTH:
      The corporation is to have perpetual existence.




NINTH:
      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 shareholders, to make, alter or amend the by-laws of the
      corporation.




TENTH:
      Meetings of the stockholders may be held outside of the State of Florida at
      such
      place or places as may be designated from time to time by the board of directors
      or in the by-laws of the corporation.




ELEVENTH:
      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, and all rights conferred upon stockholders herein are
      granted subject to this reservation.




I,
      THE
      UNDERSIGNED, being the sole incorporator herein before named for the purpose
      of
      forming a corporation pursuant to the General Corporation Law of the State
      of
      Florida, do make and file these articles of incorporation, hereby declaring
      and
      certifying that the facts herein stated are true, and accordingly have hereunto
      set my hand this first day of April, A.D. 2001




______________________________s/s
                Spiegel and Utera/, Incorporator




Filed


In
      the
      office of secretary Of State of


The
      State
      of Florida




August
      8,
      2001





BYLAWS


OF




SiteWorks
      Building and Development Co.,




**ARTICLE
      1**




**Registered
      Office and Registered Agent**




The
      registered office of the corporation shall be located in the state of Florida
      at
      such place as may be fixed from time to time by the board of directors upon
      filing of such notices as may be required by law, and the registered agent
      shall
      have a business office identical with such registered office. Any change in
      the
      registered agent or register office shall be effective upon filing such change
      with the office of the Secretary of State of the state of Florida.






**ARTICLE
      II**


**Shareholders'
      Meetings**




Section
      1.  Annual Meetings. The annual meeting of the shareholders of the
      corporation shall be held at the registered office of the corporation, or such
      other place as may be designated by the notice of the meeting, during the month
      of September each year, for the purpose of election of directors and for such
      other business as may properly come before the meeting.




Section
      2.  Special Meetings. Special meetings of the shareholders of the
      corporation may be called at any time by the president, or by a majority of
      the
      board of directors, or by the holders of at least twenty-five percent (25%)
      of
      all the votes entitled to be cast on any issue proposed to be considered at
      a
      proposed special meeting; provided that upon qualification of the corporation
      as
      a "public company" under the General Corporation Law of the State Of Florida,
      the percentage of votes required to call a special meeting shall be thirty
      percent (30%). No business shall be transacted at any special meeting of
      shareholders except as is specified in the notice calling for said meeting.
      The
      board of directors may designate any place as the place of any special meeting
      called by the president or the board of directors, and special meetings called
      at the request of shareholders shall be held at such place as may be determined
      by the board of directors and placed in the notice of such meetings.









Section
      3.  Notice of Meetings. Written notice of annual or special meetings
      of shareholders stating the place, day, and hour of the meeting, and, in the
      case of a special meeting, the purpose or purposes for which the meeting is
      called, shall be given by the secretary or persons authorized to call the
      meeting to each shareholder of record entitled to vote at the meeting. Such
      notice shall be given not less than ten (10) nor more than sixty (60) days
      prior
      to the date of the meeting, except that notice of a meeting to act on (i) an
      amendment to the Articles of Incorporation, (ii) a plan of merger or share
      exchange, (iii) a proposed sale, lease, exchange or other disposition of
      substantially all of the assets of the corporation other than in the usual
      or
      regular course of business, or (iv) the dissolution of the corporation shall
      be
      given no fewer than twenty (20) days nor more than sixty (60) days before the
      meeting date. Notice may be transmitted by mail, private carrier or personal
      delivery; telegraph or teletype; or telephone, wire or wireless equipment which
      transmits a facsimile of the notice. If mailed, such notice shall be deemed
      to
      be delivered when deposited in the United States mail addressed to the
      shareholder at the shareholder's address as it appears on the stock transfer
      books of the corporation.




Section
      4.  Waiver of Notice. Notice of the time, place, and purpose of any
      meeting may be waived in writing (either before or after such meeting) and
      will
      be waived by any shareholder by the shareholder's attendance at the meeting
      in
      person or by proxy, unless the shareholder at the beginning of the meeting
      objects to holding the meeting or transacting business at the meeting. Any
      shareholder so waiving shall be bound by the proceedings of any such meeting
      in
      all respects as if due notice thereof had been given.




**34**







Section
      5.  Quorum and Adjourned Meetings. A majority of the outstanding
      shares of the corporation entitled to vote, represented in person or by proxy,
      shall constitute a quorum a meeting of shareholders. A majority of the shares
      represented at a meeting, even if less than a quorum, may adjourn the meeting
      from time to time without further notice. At such reconvened meeting at which
      a
      quorum shall be present or represented, any business may be transacted which
      might have been transacted at the meeting as originally notified. The
      shareholders present at a duly organized meeting may continue to transact
      business at such meeting and at any adjournment of such meeting (unless a new
      record date is or must be set for the adjourned meeting), notwithstanding the
      withdrawal of enough shareholders from either meeting to leave less than a
      quorum.




Section
      6.  Proxies. At all meetings of shareholders, a shareholder may vote
      by proxy executed in writing by the shareholder or by the shareholder's duly
      authorized attorney in fact. Such proxy shall be filed with the secretary of
      the
      corporation before or at the time of the meeting. No proxy shall be valid after
      eleven (11) months from the date of its execution, unless otherwise provided
      in
      the proxy.




Section
      7.  Voting Record. After fixing a record date for a shareholders'
      meeting, the corporation shall prepare an alphabetical list of the names of
      all
      shareholders on the record date who are entitled to notice of the shareholders'
      meeting. The list shall be arranged by voting group, and with each voting group
      by class or series of shares, and show the address of and number of shares
      held
      by each shareholder. A shareholder, shareholder's agent, or a shareholder's
      attorney may inspect the shareholder's list, beginning ten days prior to the
      shareholders' meeting and continuing through the meeting, at the corporation's
      principal office or at a place identified in the meeting notice in the city
      where the meeting will be held during regular business hours and at the
      shareholder's expense. The shareholders' list shall be kept open for inspection
      during such meeting or any adjournment.









Section
      8.  Voting of Shares. Except as otherwise provided in the Articles of
      Incorporation or in these Bylaws, every shareholder of record shall have the
      right at every shareholders' meeting to one vote for every share standing in
      the
      shareholder's name on the books of the corporation. If a quorum exists, action
      on a matter, other than election of directors, is approved by a voting group
      of
      shareholders if the votes cast within the voting group favoring the action
      exceed the votes cast within the voting group opposing the action, unless the
      Articles of Incorporation or the Florida Business Corporation Act require a
      greater number of affirmative votes.




Section
      9.  Record Date For the purpose of determining shareholders entitled
      to notice or to vote at any meeting of shareholders, or any adjournment thereof,
      or entitled to receive payment of any dividend, the board of directors may
      fix
      in advance a record date for any such determination of shareholders, such date
      to be not more than seventy (70) days prior to the date on which the particular
      action requiring such determination of shareholders is to be taken. If no record
      date is fixed for the determination of shareholders entitled to notice of or
      to
      vote a meeting of shareholders, or shareholders entitled to receive payment
      of a
      dividend, the day before the date on which notice of the meeting is mailed
      or
      the date on which the resolution of the board of directors declaring such
      dividend is adopted, as the case may be, shall be the record date for such
      determination of shareholders. When a determination of shareholders entitled
      to
      vote at any meeting of shareholders has been made as provided in this section,
      such determination shall apply to any adjournment thereof, unless the board
      of
      directors fixes a new record date, which it must do if the meeting is adjourned
      more than one hundred twenty (120) days after the date fixed for the original
      meeting.




**35**







**ARTICLE
      III**


**Directors**




Section
      1.  General Powers. All corporate powers shall be exercised by or
      under the authority of, and the business and affairs of the corporation shall
      be
      managed under the direction of, the board of directors except as otherwise
      provided by the laws of the state of Florida or in the Articles of
      Incorporation.




Section
      2.  Number. The number of directors of the corporation is three. The
      numbers of directors can be increased or decreased from time to time by the
      vote
      of the directors or shareholders to amend this Section 2, provided that the
      number of directors shall be not less than one, and provided further that no
      decrease shall shorten the term of any incumbent director.




Section
      3.  Tenure and Qualification. At the first annual meeting of
      shareholders and at each annual meeting thereafter, the shareholders of the
      corporation shall elect directors. Each director shall hold office until the
      next succeeding annual meeting and until his or her successor shall have been
      elected and qualified. Directors need not be residents of the state of Florida
      or shareholders of the corporation.




Section
      4.  Election. The directors shall be elected by the shareholders at
      their annual meeting each year; and if, for any cause, the directors shall
      not
      have been elected at an annual meeting, they may be elected at a special meeting
      of shareholders called for that purpose in the manner provided by these Bylaws.




Section
      5.  Vacancies. Vacancies in the board of directors, including
      vacancies resulting from an increase in the number of directors, may be filled
      by the shareholders, the board of directors, or a majority of the remaining
      directors if they do not constitute a quorum.




Section
      6.  Resignation. Any director may resign at any time by delivering
      written notice to the board of directors, its chairperson, the president or
      the
      secretary of the corporation. A resignation shall be effective when the notice
      is delivered unless the notice specifies a later effective date.









Section
      7.  Removal of Directors. At a meeting of shareholders called
      expressly for that purpose, the entire board of directors, or any member
      thereof, may be removed, with or without cause, by a vote of the holders of
      a
      majority of shares then entitled to vote at an election of such directors.




Section
      8.  Meetings.




(a)
      The annual meeting of the board of directors shall be held immediately after
      the
      annual shareholders' meeting at the same place as the annual shareholders'
      meeting or at such other place and at such time as may be determined by the
      directors. No notice of the annual meeting of the board of directors shall
      be
      necessary.




(b)
      Special meetings may be called at any time and place upon the call of the
      president, secretary, or any director. Notice of the time and place of each
      special meeting shall be given by the secretary or the persons calling the
      meeting, by mail, private carrier, radio, telegraph, telegram, facsimile
      transmission, personal communication by telephone or otherwise at least two
      (2)
      days in advance of the time of the meeting. The purpose of the meeting need
      not
      be given in the notice. Notice of any special meeting may be waived in writing
      or by telegram (either before or after such meeting) and will be waived by
      any
      director by attendance thereat.




**36**







(c)
      Regular meetings of the board of directors shall be held at such place and
      on
      such day and hour as shall from time to time be fixed by resolution of the
      board
      of directors. No notice of regular meetings of the board of directors shall
      be
      necessary.




(d)
      At any meeting of the board of directors, any business may be transacted, and
      the board may exercise all of its powers.




Section
      9.  Quorum and Voting.




(a)
      A majority of the directors shall constitute a quorum, but a lesser number
      may
      adjourn any meeting from time to time until a quorum is obtained, and no further
      notice thereof need be given.




(b)
      If a quorum is present when a vote is taken, the affirmative vote of a majority
      of the directors present at the meeting is the act of the board of directors.




Section
      10.  Compensation. By resolution of the board of directors, the
      directors may be paid their expenses, if any, of attendance at each meeting
      of
      the board of directors and may be paid a fixed sum for attendance at each
      meeting of the board of directors or a stated salary as director. No such
      payment shall preclude any director from serving the corporation in any other
      capacity and receiving compensation therefor.




Section
      11.  Presumption of Assent. A director of the corporation who is
      present at a meeting of the board of directors at which action on any corporate
      matter is taken shall be presumed to have assented to the action taken unless:




(a)
      The director objects at the beginning of the meeting, or promptly upon the
      director's arrival, to holding it or transacting business at the meeting:




(b)
      The director's dissent or abstention from the action taken is entered in the
      minutes of the meeting; or




(c)
      The director delivers written notice of the director's dissent or abstention
      to
      the presiding officer of the meeting before its adjournment or to the
      corporation within a reasonable time after adjournment of the meeting.




The
      right of dissent or abstention is not available to a director who votes in
      favor
      of the action taken.









Section
      12.  Committees. The board of directors, by resolution adopted by a
      majority of the full board of directors, may designate one or more committees
      from among its members, each of which must have two or more members and, to
      the
      extent provided in such resolution, shall have and may exercise all the
      authority of the board of directors, except that no such committee shall have
      the authority to: authorize or approve a distribution except according to a
      general formula or method prescribed by the board of directors; approve or
      propose to shareholders action that the General Corporation Law of the State
      Of
      Florida requires to be approved by shareholders; fill vacancies on the board
      of
      directors or on any of its committees; amend any Articles of Incorporation
      requiring shareholder approval; adopt, amend or repeal Bylaws; approve a plan
      of
      merger requiring shareholder approval; or authorize or approve the issuance
      or
      sale or contract for sale of shares, or determine the designation and relative
      rights, preferences and limitations of a class or series of shares, except
      that
      the board of directors may authorize a committee, or a senior executive officer
      of the corporation, to do so within limits specifically prescribed by the board
      of directors.




**37**







**ARTICLE
      IV**


**Special
      Measures for Corporate Action**




Section
      1.  Actions by Written Consent. Any corporate action required or
      permitted by the Articles of Incorporation, Bylaws, or the laws under which
      the
      corporation is formed, to be voted upon or approved at a duly called meeting
      of
      the directors, committee of directors, or shareholders may be accomplished
      without a meeting if one or more unanimous written consents of the respective
      directors or shareholders, setting forth the actions so taken, shall be signed,
      either before or after the action taken, by all the directors, committee
      members, or shareholders, as the case may be. Action taken by unanimous written
      consent is effective when the last director or committee member signs the
      consent, unless the consent specifies a later effective date. Action taken
      by
      unanimous written consent of the shareholders is effective when all consents
      are
      in possession of the corporation, unless the consent specifies a later effective
      date.




Section
      2.  Meetings by Conference Telephone. Members of the board of
      directors, members of a committee of directors, or shareholders may participate
      in their respective meetings by means of a conference telephone or similar
      communications equipment by means of which all persons participating in the
      meeting can hear each other at the same time; participation in a meeting by
      such
      means shall constitute presence in person at such meeting.




**ARTICLE
      V**


**Officers**




Section
      1.  Officers Designated. The officers of the corporation shall be a
      president, a secretary and a treasurer, each of whom shall be elected by the
      board of directors. Such other officers and assistant officers as may be deemed
      necessary may be elected or appointed by the board of directors. Any two or
      more
      offices may be held by the same person.




The
      board of directors may, in its discretion, elect a chairperson and one or more
      vice-chairpersons of the board of directors; and, if a chairperson has been
      elected, the chairperson shall, when present, preside at all meetings of the
      board of directors and the shareholders and shall have such other powers as
      the
      board may prescribe.




Section
      2.  Election, Qualification and Term of Office. Each of the officers
      shall be elected by the board of directors. None of said officers need be a
      director. The officers shall be elected by the board of directors at each annual
      meeting of the board of directors. Except as hereinafter provided, each of
      said
      officers shall hold office from the date of his or her election until the next
      annual meeting of the board of directors and until his or her successor shall
      have been duly elected and qualified.




Section
      3.  Powers and Duties.









(a)
      President. The president shall be the chief executive officer of the corporation
      and, subject to the direction and control of the board of directors, shall
      have
      general charge and supervision over its property, business, and affairs.




**38**







(b)
      Secretary. The secretary shall: (1) keep the minutes of the shareholders' and
      of
      the board of directors' meetings in one or more books provided for that purpose;
      (2) see that all notices are duly given in accordance with the provisions of
      these Bylaws or as required by law; (3) be custodian of the corporate records
      and of the seal of the corporation and affix the seal of the corporation to
      all
      documents as may be required; (4) keep a register of the post office address
      of
      each shareholder which shall be furnished to the secretary by such shareholder;
      (5) sign with the president, or a vice president, certificates for shares of
      the
      corporation, the issuance of which shall have been authorized by resolution
      of
      the board of directors; (6) have general charge of the stock transfer books
      of
      the corporation; and (7) in general perform all duties incident to the office
      of
      secretary and such other duties as from time to time may be assigned to him
      or
      her by the president or by the board of directors.




(c)
      Treasurer. Subject to the direction and control of the board of directors,
      the
      treasurer shall have the custody, control, and disposition of the funds and
      securities of the corporation and shall account for the same; and, at the
      expiration of his or her term of office, her or she shall turn over to his
      or
      her successor all property of the corporation in his or her possession.




Section
      4.  Assistant Secretaries and Assistant Treasurers. The assistant
      secretaries, when authorized by the board of directors, may sign with the
      president, or a vice president, certificates for shares of the corporation,
      the
      issuance of which shall have been authorized by resolution of the board of
      directors. The assistant treasurers shall, respectively, if required by the
      board of directors, give bonds for the faithful discharge of their duties in
      such sums and with such sureties as the board of directors shall determine.
      The
      assistant secretaries and assistant treasurers, in general, shall perform such
      duties as shall be assigned to them by the secretary or the treasurer,
      respectively, or by the president or the board of directors.




Section
      5.  Removal. The board of directors shall have the right to remove any
      officer whenever in its judgment the best interests of the corporation will
      be
      served thereby.




Section
      6.  Vacancies. The board of directors shall fill any office which
      becomes vacant with a successor who shall hold office for the unexpired term
      and
      until his or her successor shall have been duly elected and qualified.




Section
      7.  Salaries. The salaries of all officers of the corporation shall be
      fixed by the board of directors.




**ARTICLE
      VI**


**Share
      Certificates**




Section
      1.  Issuance, Form and Execution of Certificates. No shares of the
      corporation shall be issued unless authorized by the board. Such authorization
      shall include the maximum number of shares to be issued, the consideration
      to be
      received for each share, the value of noncash consideration, and a statement
      that the board has determined that such consideration is adequate. Certificates
      for shares of the corporation shall be in such form as is consistent with the
      provisions of the General Corporation Law of the State of Florida and shall
      state:




(a)
      The name of the corporation and that the corporation is SiteWorks Building
      and
      Development Co., organized under the laws of this state; Florida




(b)
      The name of the person to whom issued; and









**39**







(c)
      The number and class of shares and the designation of the series, if any, which
      such certificate represents. They shall be signed by two officers of the
      corporation, and the seal of the corporation may be affixed thereto.
      Certificates may be issued for fractional shares. No certificate shall be issued
      for any share until the consideration established for its issuance has been
      paid.




Section
      2.  Transfers. Shares may be transferred by delivery of the
      certificate therefor, accompanied either by an assignment in writing on the
      back
      of the certificate, written assignment separate from certificate, or written
      power of attorney to assign and transfer the same signed by the record holder
      of
      the certificate. The board of directors may, by resolution, provide that
      beneficial owners of shares shall be deemed holders of record for certain
      specified purposes. Except as otherwise specifically provided in these Bylaws,
      no shares shall be transferred on the books of the corporation until the
      outstanding certificate thereof has been surrendered to the corporation.




Section
      3.  Loss or Destruction of Certificates. In case of loss or
      destruction of any certificate of shares, another may be issued in its place
      upon proof of such loss or destruction and upon the giving of a satisfactory
      indemnity bond to the corporation. A new certificate may be issued without
      requiring any bond when in the judgment of the board of directors it is proper
      to do so.




**ARTICLE
      VII**


**Books
      and Records**




Section
      1.  Books of Account, Minutes and Share Register. The corporation
      shall keep as permanent records minutes of all meetings of its shareholders
      and
      board of directors, a record of all actions taken by the shareholders or board
      of directors without a meeting, and a record of all actions taken by a committee
      of the board of directors exercising the authority of the board of directors
      on
      behalf of the corporation. The corporation shall maintain appropriate accounting
      records. The corporation or its agent shall maintain a record of its
      shareholders, in a form that permits preparation of a list of the names and
      addresses of all shareholders, in alphabetical order by class of shares showing
      the number and class of shares held by each. The corporation shall keep a copy
      of the following records at its principal office: the Articles or Restated
      Articles of Incorporation and all amendments to them currently in effect; the
      Bylaws or Restated Bylaws and all amendments to them currently in effect; the
      minutes of all shareholders' meetings, and records of all actions taken by
      shareholders without a meeting, for the past three years; its financial
      statements for the past three years, including balance sheets showing in
      reasonable detail the financial condition of the corporation as of the close
      of
      each fiscal year, and an income statement showing the results of its operations
      during each fiscal year prepared on the basis of generally accepted accounting
      principles or, if not, prepared on a basis explained therein; all written
      communications to shareholders generally within the past three years; a list
      of
      the names and business addresses of its current directors and officers; and
      its
      most recent Registration Statement delivered to the Secretary of State of the
      state of Florida.




Section
      2.  Copies of Resolutions. Any person dealing with the corporation may
      rely upon a copy of any of the records of the proceedings, resolutions, or
      votes
      of the board of directors or shareholders, when certified by the president
      or
      secretary.