RC HOLDING CORP
10QSB, EX-3.1, 2000-08-14
NON-OPERATING ESTABLISHMENTS
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                                                                  Exhibit 3(i).1

                           ARTICLES OF INCORPORATION
                                       OF
                            RICH HOLDINGS GROUP INC.

         The  undersigned,  being of legal age,  in order to form a  corporation
under and  pursuant  to the laws of the State of Nevada,  do hereby set forth as
follows:

         FIRST: The name of the corporation is:

                            RICH HOLDINGS GROUP INC.

         SECOND:  The address of the resident agent of this  corporation in this
State is c/o United Corporate Services, Inc., 202 South Minnesota Street, in the
City of Carson City,  County of Carson City,  State of Nevada 89703 and the name
of the resident agent at said address is United Corporate Services, Inc.

         THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which  corporations  may be organized under the corporation laws of
the State of Nevada.

         FOURTH:  The  corporation  shall be  authorized  to issue the following
shares:

                 Class           Number of Shares        Par Value
                 ------          ----------------        ---------
                 COMMON            20,000,000              $.00l


                       FIFTH:  The number of directors  constituting the initial
               Board of Directors  is three (3); and the names and  addresses of
               those constituting the initial Board of Directors, to serve until
               the first annual meeting of shareholders, or until the successors
               are elected and qualify, are as follows:

                       NAME                          ADDRESS
                       ----                          -------
                   Michael A. Barr                 10 Bank Street
                                                   White Plains, New York 10606

                   Robert F. Gilhooley             10 Bank Street
                                                   White Plains, New York 10606

                   Maria R. Fischetti              10 Bank Street
                                                   White Plains, New York 10606


<PAGE>



         SIXTH: The names and addresses of the incorporators are as follows:

                       NAME                          ADDRESS
                       ----                          -------
                   Michael A. Barr                 10 Bank Street
                                                   White Plains, New York 10606

                   Maria R. Fischetti              10 Bank Street
                                                   White Plains, New York 10606

         SEVENTH: The period of duration of the corporation shall be perpetual.

         EIGHTH: The corporation may, to the fullest extent permitted by Section
78.751 of the Nevada General  Corporation  Law,  indemnify any and all directors
and officers  whom it shall have power to indemnify  under said section from and
against any and all  expenses,  liabilities  or other  matter  referred to in or
covered by such section,  and the indemnification  provided for herein shall not
be deemed  exclusive of any other rights to which the persons so indemnified may
be entitled under any By-law,  agreement,  vote of shareholders or disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity by holding office,  and shall continue as to a person
who has ceased to be a director or officer  and shall  inure to the  benefits of
the heirs, executors and administrators of such a person.

         IN WITNESS  WHEROF,  the  undersigned  hereby execute this document and
affirm that the facts set forth  herein are true under the  penalties of perjury
this nineteenth day of April, 2000.



                                        /s/ Michael A. Barr
                                        ---------------------------------
                                        Michael A. Barr, Incorporator



                                        /s/ Maria R. Fischetti
                                        ---------------------------------
                                        Maria R. Fischetti, Incorporator





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