10SB12G/A, EX-3.1, 2001-01-19
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                         STEMCELL GLOBAL RESEARCH, INC.

                              A Nevada Corporation


                                  Exhibit 3 (a)

                    Articles of Incorporation of the Company
                             Filed January 20, 1999


                            ARTICLES OF INCORPORATION


                         Stemcell Global Research, Inc.

1.       Name of Company:

                         Stemcell Global Research, Inc.

2.       Resident Agent:

 The resident agent of the Company is:  Nevada Internet Corporation Enterprises
                                        3110 S. Valley View, Suite 105
                                        Las Vegas, Nevada 891

3.       Board of Directors:

         The Company  shall  initially  have one  director (1) who is Garrell C.
Noah; 3110 S. Valley View Blvd., Ste. 105; Las Vegas, Nev 89102. This individual
shall serve as director  until their  successor or successors  have been elected
and  qualified.  The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.

4.       Authorized Shares:

         The  aggregate  number  of  shares  which the  corporation  shall  have
authority to issue shall consist of  20,000,000  shares of Common Stock having a
$.001 par value,  and  5,000,000  shares of  Preferred  Stock having a $.001 par
value.  The Common and/or Preferred Stock of the Company may be issued from time
to time without prior approval by the stockholders.  The Common and/or Preferred
Stock may be issued for such  consideration as may be fixed from time to time by
the Board of  Directors.  The Boar of  Directors  may issue such share of Common
and/or  Preferred  Stock  in  one or  more  series,  with  such  voting  powers,
designations,   preferences  and  rights  or   qualifications,   limitations  or
restrictions thereof as shall be stated in the resolution or resolutions.

5.       Preemptive Rights and Assessment of Shares:

         Holders of Common Stock or Preferred Stock of the corporation shall not
have any preference, preemptive right or right of subscription to acquire shares
of the corporation authorized,  issued, or sold, or to be authorized,  issued or
sold, or to any  obligations or shares  authorized or issued or to be authorized
or issued,  and convertible into shares of the corporation,  nor to any right of
subscription  thereto,  other than to the extent, if any, the Board of Directors
in its sole discretion may determine from time to time.

         The  Common  Stock  of  the  Corporation,   after  the  amount  of  the
subscription  price has been fully paid in, in money,  property or services,  as
the directors  shall  determine,  shall not be subject to assessment to pays the
debts of the corporation,  nor for any other purpose, and no Common Stock issued
as fully  paid  shall  ever be  assessable  or  assessed,  and the  Articles  of

Incorporation shall not be amended to provide for such assessment.


 incorporation Continued
6.       Directors' and Officers' Liability

         A director or officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer,  but this  Article  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 the law or (ii) the
unlawful  payment of dividends.  Any repeal or  modification  of this Article by
stockholders  of the  corporation  shall be  prospective  only,  and  shall  not
adversely  affect any  limitation  on the  personal  liability  of a director or
officer  of the  corporation  for  acts or  omissions  prior to such  repeal  or

7.       Indemnity

         Every  person who was or is a party to, or is  threatened  to be made a
party to, or is involved in any such action, suit or proceeding,  whether civil,
criminal,  administrative or investigative, by the reason of the fact that he or
she,  or a person  with  whom he or she is a legal  representative,  is or was a
director of the corporation, or who is serving at the request of the corporation
as a director or officer of another  corporation,  or is a  representative  in a
partnership,  joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest  extent legally  permissible  under the laws of the
State of Nevada  from time to time  against  all  expenses,  liability  and loss
(including attorneys' fees, judgements, fines, and amounts paid or to be paid in
a  settlement)  reasonably  incurred  or  suffered  by him or her in  connection
therewith.  Such right of indemnification shall be a contract right which may be
enforced in any manner  desired by such  person.  The  expenses of officers  and
directors  incurred in defending a civil suit or proceeding  must be paid by the
corporation  as incurred and in advance of the final  disposition of the action,
suit,  or  proceeding,  under receipt of an  undertaking  by or on behalf of the
director  or  officer to repay the amount if it is  ultimately  determined  by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation.  Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or hereafter
acquire,  and, without limiting the generality of such statement,  they shall be
entitled  to  their  respective  rights  of  indemnification  under  any  bylaw,
agreement,  vote of  stockholders,  provision of law, or  otherwise,  as well as
their rights under this article.

         Without  limiting  the  application  of the  foregoing,  the  Board  of
Directors may adopt ByLaws from time to time without respect to indemnification,
to provide at all times the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the corporation to purchase or maintain insurance
on behalf of any person who is or was a director or officer

8.       Amendments

         Subject  at all times to the  express  provisions  of  Section 5 on the
Assessment  of Shares,  this  corporation  reserves  the right to amend,  alter,
change, or repeal any provision  contained in these Articles of Incorporation or
its  By-Laws,  in the  manner  now or  hereafter  prescribed  by  statute or the
Articles  of  Incorporation  or said  By-Laws,  and all  rights  conferred  upon
shareholders are granted subject to this reservation.

9.       Power of Directors

         In  furtherance,  and not in  limitation  of those powers  conferred by
statute, the Board of Directors is expressly authorized:

         (a) Subject to the By-Laws,  if any,  adopted by the  shareholders,  to
make, alter or repeal the By-Laws of the corporation;



 Incorporation Continued
         (b) To authorize and caused to be executed mortgages and liens, with or
without  limitations  as to amount,  upon the real and personal  property of the

         (c) To authorize  the guaranty by the  corporation  of the  securities,
evidences of  indebtedness  and  obligations of other persons,  corporations  or
business entities;

         (d) To set  apart  out of any funds of the  corporation  available  for
dividends a reserve or reserves  for any proper  purpose and to abolish any such

         (e) By  resolution  adopted  by the  majority  of the whole  board,  to
designate one or more  committees to consist of one or more  directors of the of
the  corporation,  which,  to the extent  provided on the  resolution  or in the
By-Laws of the corporation,  shall have and may exercise the powers of the Board
of  Directors  in the  management  of the  affairs of the  corporation,  and may
authorize  the seal of the  corporation  to be affixed  to all papers  which may
require it. Such  committee  or  committees  shall have name and names as may be
stated in the By-Laws of the  corporation  or as may be determined  from time to
time by resolution adopted by the Board of Directors.

         All the corporate  powers of the corporation  shall be exercised by the
Board of Directors except as otherwise herein or in the By-Laws or by law.

         IN WITNESS  WHEREOF I hereunder  set my hand this  Monday,  January 18,
1999,  hereby  declaring and certifying  that the facts stated  hereinabove  are

Signature of Incorporator

Name:       Thomas C. Cook, Esq.
Address:    3110 S. Valley View, Suite 105
            Las Vegas, Nevada 89102

Signature /s/ Thomas C. Cook, Esq.

State of Nevada)
County of Clark)

This instrument was acknowledged before me on          NOTARY PUBLIC
January 18,1999, by Thomas C. Cook.                   STATE OF NEVADA

                                                      County of Clark
                                                     MATTHEW J. BLEVINS
                                                        No: 98-0220-1
                                            My Appointment Expires Jan. 14, 2002

         Notary Public  Signature

Certificate of Acceptance of Appointment as Resident  Agent:  I, TED D. CAMPBELL
II, as a principal of Nevada Internet  Corporation  Enterprises  ("NICE") hereby
accept  appointment  of NICE as the  resident  agent  for the  above  referenced

                            Signature: /s/ Ted D. Campbell II
                                           Ted D. Campbell II


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