Exhibit 3.1

REFERENCE 3.1
ARTICLES OF INCORPORATION

                            ARTICLES OF INCORPORATION
                                       OF
                              Worldwineweb.ws, Inc.
                                    ARTICLE I

         The name of this corporation is Worldwineweb.ws, Inc.

                                   ARTICLE II

         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.

                                   ARTICLE III

         The name and address in the State of California for the corporation's
initial agent for service of process is Kennan E. Kaeder, Attorney at Law, 110
West "C" Street, Suite 1904, San Diego, California 92101.

                                   ARTICLE IV

         SECTION 1. CLASSES OF STOCK. This Corporation is authorized to issue
two classes of shares designated respectively ACommon Stock@ and APreferred
Stock@ and referred to either as Common Stock or Common shares and Preferred
Stock or Preferred Shares, respectively. The number of shares of Common Stock is
100,000,000, no par value, and the number of shares of Preferred Stock is
10,000,000.

         SECTION 2. POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS OF PREFERRED STOCK. The Preferred Stock may be issued from time to
time in one or more series. The Board of Directors is hereby authorized to fix
or alter from time to time the designation, powers, preferences, privileges and
rights of the shares of each such series and the qualifications, limitations or
restrictions thereof, including without limitation the dividend rights, dividend
rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption price or prices, and the
liquidation preferences of any wholly unissued series of Preferred Stock, and to
establish from time to time the number of shares constituting such series and
the designation thereof, or any of them; and to increase or decrease the number
of shares of any series subsequent to the issuance of shares of that series, but
not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be decreased in accordance with the
foregoing sentence, the shares constituting such decrease shall resume the
status they had prior to the adoption of the resolution originally fixing the
number of shares of such series.

                                    ARTICLE V

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

                                    ARTICLE VI
         This Corporation is authorized to provide indemnification of agents as
defined in Section 317 of the California Corporations Code for breach of duty to
the corporation and its stockholders through by-law provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code.

Dated: April 10, 2000                            /s/Kennan E. Kaeder
                                                 Kennan E. Kaeder, Incorporator

         I hereby declare that I am the person who executed the above Articles
of Incorporation and such instrument is my act and deed.


                                                 /s/Kennan E. Kaeder
                                                 Kennan E. Kaeder, Incorporator