Exhibit 3.1

Filed in the Office of the Secretary
of State of the State of Nevada
February 25, 1997
C 3888-97
/s/ Dean Heller,
Secretary of State                                           Document is copied.


                            ARTICLES OF INCORPORATION

                                       OF

                              C2 TECHNOLOGIES, INC.


         The undersigned, acting as incorporator,  pursuant to the provisions of
the laws of the State of Nevada relating to private corporations,  hereby adopts
the following Articles of Incorporation:

         ARTICLE ONE.       [Name].          The name of the corporation is:

                       C2 TECHNOLOGIES, INC.

         ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of process
is Nevada Agency and Trust Company,  50 West Liberty Street,  Suite 880, city of
Reno, County of Washoe, State of Nevada 89501.

         ARTICLE THREE.  [PURPOSES].  The purposes for which the  corporation is
organized  are to engage in any  activity or business  not in conflict  with the
laws of the State of Nevada or of the  United  States of  America,  and  without
limiting the generality of the foregoing, specifically:

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                  I.  (OMNIBUS].  To have to  exercise  all  the  powers  now or
                  hereafter  conferred  by the laws of the State of Nevada  upon
                  corporations  organized  pursuant  to the laws under which the
                  corporation  is  organized  and any and  all  acts  amendatory
                  thereof and supplemental thereto.

                  II. (CARRYING ON BUSINESS OUTSIDE STATE]. To conduct and carry
                  on its  business  or  any  branch  thereof  in  any  state  or
                  territory  of the United  States or in any foreign  country in
                  conformity with the laws of such state,  territory, or foreign
                  country, and to have and maintain in any state,  territory, or
                  foreign  country  a  business  office,  plant,  store or other
                  facility.

                  III.  (PURPOSES  TO BE  CONSTRUED  AS  POWERS].  The  purposes
                  specified  herein  shall be  construed  both as  purposes  and
                  powers  and  shall  be in no wise  limited  or  restricted  by
                  reference to, or inference from, the terms of any other clause
                  in this or any other  article,  but the  purposes  and  powers
                  specified  in each of the clauses  herein shall be regarded as
                  independent  purposes  and  powers,  and  the  enumeration  of
                  specific  purposes  and powers shall not be construed to limit
                  or restrict  in any manner the meaning of general  terms or of
                  the  general  powers  of  the   corporation;   nor  shall  the
                  expression of one thing be deemed to exclude another, although
                  it be of like nature not expressed.

         ARTICLE FOUR.  [CAPITAL STOCK]. The corporation shall have authority to
issue an aggregate of TWENTY-FIVE MILLION  (25,000,000) shares of Capital Stock,
PAR VALUE ONE MILL ($O.001) per share, for a total capitalization of TWENTY-FIVE
THOUSAND DOLLARS ($25,000).

         The holders of shares of capital stock of the corporation  shall not be
entitled to  pre-emptive  or  preferential  rights to  subscribe to any unissued
stock or any other  securities  which the  corporation  may now or  hereafter be
authorized to issue.

         The corporations capital stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors,  provided that
the consideration so fixed is not less than par value.

         The  stockholders  shall not possess  cumulative  voting  rights at all
shareholders meetings called for the purpose of electing a Board of Directors.

         ARTICLE  FIVE.  [DIRECTORS].  The affairs of the  corporation  shall be
governed by a Board of  Directors  of no more than six (6) nor less than one (1)
person. The name and address of the first Board of Directors is:


         NAME:

         Gordon McDougall                         1820--1095 West Pender Street
                                                  Vancouver, British Columbia
                                                  Canada V6E 2M6



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         ARTICLE  SIX.   [ASSESSMENT  OF  STOCK].   The  capital  stock  of  the
corporation,  after the amount of the  subscription  price or par value has been
paid in,  shall not be subject to pay debts of the  corporation,  and no paid up
stock and no stock issued as fully paid up shall ever be assessable or assessed.

         ARTICLE SEVEN. [INCORPORATOR]. The name and address of the incorporator
of the corporation is as follows:

         NAME:

         Amanda W. Cardinalli               50 West Liberty Street, Suite 880
                                            Reno, Nevada 89501

         ARTICLE EIGHT.  [PERIOD OF  EXISTENCE].  The period of existence of the
corporation shall be perpetual.

         ARTICLE NINE.  [BY-LAWS].  The initial By-laws of the corporation shall
be adopted by its Board of Directors.  The power to alter,  amend, or repeal the
By-laws,  or to adopt new  By-laws,  shall be vested in the Board of  Directors,
except as otherwise may be specifically provided in the By-laws.

         ARTICLE TEN. [STOCKHOLDERS'  MEETINGS].  Meetings of stockholders shall
be held at such place  within or without  the State of Nevada as may be provided
by the By-laws of the  corporation.  Special meetings of the stockholders may be
called by the president or any other executive  officer of the corporation,  the
Board of Directors, or any member thereof, or by the record holder or holders of
at least ten percent  (10%) of all shares  entitled to vote at the meeting.  Any
action otherwise  required to be taken at a meeting of the stockholders,  except
election of  directors,  may be taken without a meeting if a consent in writing,
setting  forth the action So taken,  shall be signed by  stockholders  having at
least a majority of the voting power.

         ARTICLE  ELEVEN.  (CONTRACTS  OF  CORPORATION].  No  contract  or other
transaction between the corporation and any other corporation,  whether or not a
majority of the shares of the capital stock of such other  corporation  is owned
by this corporation, and no act of this corporation shall in any way be affected
or  invalidated  by the fact that any of the directors of this  corporation  are
pecuniarily  or otherwise  interested  in, or are  directors or officers of such
other corporation. Any director of this corporation,  individually,  or any firm
of which such director may be a member, may be a party to, or may be pecuniarily
or otherwise  interested  in any  contract or  transaction  of the  corporation;
provided,  however, that the fact that he or such firm is so interested shall be
disclosed  or  shall  have  been  known  to  the  Board  of  Directors  of  this
corporation,  or a majority thereof; and any director of this corporation who is
also a director or officer of such other  corporation,  or who is so interested,
may be counted in  determining  the  existence of a quorum at any meeting of the
Board of Directors of this  corporation  that shall  authorize  such contract or
transaction,  and may vote thereat to authorize  such  contract or  transaction,
with like  force and effect as if he were not such  director  or officer of such
other corporation or not so interested.

         ARTICLE TWELVE.  (LIABILITY OF DIRECTORS AND OFFICERS].  No director or
officer shall have any personal liability to the corporation or its stockholders
for damages for breach of fiduciary  duty as a director or officer,  except that
this Article  Twelve 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 payment of dividends in violation of the
Nevada Revised Statutes.

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         IN WITNESS WHEREOF,  the undersigned  incorporator has hereunto affixed
his signature at Reno, Nevada this 19th day of February, 1997.

                                                       /s/ Amanda W. Cardinalli
                                                     ---------------------------
                                                           AMANDA W. CARDINALLI



STATE OF NEVADA   )
                           : ss.
COUNTY OF WASHOE  )


         On the 19th day of February, 1997, before me, the undersigned, a Notary
Public in and for the State of Nevada, personally appeared AMANDA W. CARDINALLI,
known  to me to be the  person  described  in and  who  executed  the  foregoing
instrument,  and who  acknowledged  to me that she  executed the same freely and
voluntarily for the uses and purposes therein mentioned.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

                                                        /s/   Margaret A. Oliver
                                                     ---------------------------
                                                                   NOTARY PUBLIC
                                                        Residing in Reno, Nevada

My Commission Expires:
October 10, 1998