Exhibit 3.2

                            ARTICLES OF INCORPORATION

                                       OF

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.


     FIRST:  The  name  of the  corporation  (hereinafter  referred  to as  "the
corporation") is: INNOVATIVE SOFTWARE TECHNOLOGIES,  INC.

     SECOND:  The purpose of this  corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General  Corporation
Law of California other than the banking business, the trust company business or
the practice of a  profession  permitted to be  incorporated  by the  California
Corporations  Code.

     THIRD:   The  name  and  address  in  the  State  of   California  of  this
corporation's  initial agent for service of process is:

                      MARIO SAPO27306 N. Sara Street, #201
                        Canyon Country California 91351

     FOURTH:  The  liability of the  directors of the  corporation  for monetary
damages shall be eliminated to the fullest extent  permissible  under California
law.

     FIVE: The total number of shares of stock which the corporation  shall have
the authority to issue  125,000,000  consisting of 100,000,000  shares of Common
Stock,  $0.001  par  value  share  ("Common  Stock"),  and  25,000,00  shares of
Preferred Stock, having no par value per share (the Preferred Stock).

     Dividends  may be paid upon the Common  Stock as and when  declared  by the
Board  of  Directors  of the  Corporation  out of any  funds  legally  available
therefore.  The rights,  preferences,  privileges and restrictions granted to or
imposed  upon the  Preferred  Stock  will  later be  determined  by the board of
directors.