CYPRESS INTERNATIONAL INC
10SB12B, EX-3.1, 2001-01-09
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                                                                    EXHIBIT 3(i)


                          CERTIFICATE OF INCORPORATION

                                       OF

                           CYPRESS INTERNATIONAL, INC.


FIRST: The name of this corporation shall be:

                           CYPRESS INTERNATIONAL, INC.

SECOND: It's registered office in the State of Delaware is to be located at 1013
Centre Road, in the City of  Wilmington,  County of New Castle,  19805,  and its
registered agent at such address is THE COMPANY CORPORATION.

THIRD:  The purpose or purposes  of the  corporation  shall be: To engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

FOURTH: The total number of shares of stock which this corporation is authorized
to issue is:

Eighty  Million  (80,000,000)  shares  with a par  value of One Tenth of One Mil
($0.0001) per share,  amounting to Eight Thousand Dollars ($8,000.00) are Common
stock.  Twenty Million  (20,000,000) shares with a par value of One Tenth of One
Mil  ($0.0001)  per share,  amounting to Two Thousand  Dollars  ($2,000.00)  are
Preferred Stock.

FIFTH: The name and mailing address of the incorporator is as follows:

                                Chennell Mowbray
                             The Company Corporation
                                1013 Centre Road
                              Wilmington, DE 19805

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the
by-laws.

IN WITNESS WHEREOF, The undersigned,  being the incorporator hereinbefore named,
has executed,  signed and acknowledged  this  certificate of incorporation  this
eighteenth day of November, A.D. 1998.


                                        By: /s/ Chennell Mowbray
                                            ------------------------------------
                                            Chennell Mowbray
                                            Incorporator


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