DISCOUNT MORTGAGE SOURCE INC
SB-1, EX-3.1, 2000-07-31
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                                                     ---------------------------
                                                                 FILED
                                                          In the Office of the
                                                     Secretary of State of Texas
                                                             JUL 11, 2000

                                                          Corporations Section
                                                     ---------------------------



                            ARTICLES OF INCORPORATION
                                       OF
                         DISCOUNT MORTGAGE SOURCE, INC.

         I, the  undersigned  natural  person of the age eighteen  (18) years or
more, a citizen of the State of Texas,  acting as  incorporator of a corporation
under the Texas Business Corporation Act, do hereby adopt the following Articles
of Incorporation:

ARTICLE I         The name of this corporation is Discount Mortgage Source, Inc.

ARTICLE II        The period of its duration is perpetual.

ARTICLE III       Its  registered  office in the State of Texas is to be located
                  at 750 I-30 East,  Suite 170,  Rockwall,  Texas 75087, and the
                  registered  agent in charge  thereof is  Michael  Kamps at 750
                  I-30 East, Suite 170, Rockwall, Texas 75087.

ARTICLE IV        The nature of the  business  and,  the  objects  and  purposes
                  proposed to be transacted,  promoted and carried on, are to do
                  any or all the  things  herein  mentioned  as fully and to the
                  same  extent as natural  persons  might or could do and in any
                  part of the world, viz:

                  "The  purpose for which the Company is  organized is to engage
                  in  any  lawful   business   allowed  to  be  conducted  by  a
                  Corporation under the Act, that is not forbidden by the Law of
                  the   Jurisdiction  in  which  the  Company  engages  in  that
                  business."

ARTICLE V         The  amount  of the  total  authorized  capital  stock of this
                  corporation is Fifty Million (50,000,000) shares of $0.001 Par
                  Value.

ARTICLE VI        The  corporation  will  not  commence  business  until  it has
                  received for the issuance of its shares  consideration  of the
                  value of at least One Thousand Dollars ($1,000.00), consisting
                  of money, labor done or property actually received.

ARTICLE VII       The name of the incorporator is as follows:
                                         Michael Kamps
                                    750 I-30 East, Suite 170
                                    Rockwall, Texas 78087



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<PAGE>





ARTICLE VIII      The powers of the incorporator are to terminate upon filing of
                  the  articles  of  incorporation,  and the  name  and  mailing
                  address of persons who is to serve as director until the first
                  annual  meeting of  stockholders  or until the  successors are
                  elected  and  qualify is as  follows:  Pamela  McCune 750 I-30
                  East, Suite 170 Rockwall, Texas 78087

ARTICLE IX            Elimination   or  Limitation  of  Liability  of  Directors
                  No  director  shall  be  liable  to  the  corporation  or  its
                  stockholders for monetary damages for breach of fiduciary duty
                  as a  director:  provided,  however,  that  nothing  contained
                  herein shall  eliminate  or limit the  liability of a director
                  (i) for any  breach of the  director's  duty of loyalty to the
                  corporation  or its  stockholders,  (ii) for acts or omissions
                  not in good faith or which involve intentional misconduct or a
                  knowing violation of law, (iii) for any transaction from which
                  the director derived an improper personal benefit, or (iv) for
                  any act or omission occurring prior to their directorship.

ARTICLE X             Indemnification of Directors and Officers
                  The corporation  shall indemnify the directors and officers of
                  the corporation,  and of any subsidiary of the corporation, to
                  the full  extent  provided  by the laws of the State of Texas.
                  Expenses  incurred  by a director  or officer in  defending  a
                  civil or criminal action,  suit or proceeding shall be paid by
                  the  corporation  in advance of the final  disposition of such
                  action,  suit or proceeding  upon receipt of an undertaking by
                  or on behalf of such  director or officer to repay such amount
                  if it shall  ultimately be determined  that he is not entitled
                  to  be  indemnified  by  the  corporation.  In  addition,  the
                  corporation  may advance  expenses of such nature on any other
                  terms and/or in any other manner authorized by law.

ARTICLE XI            Amendment of Bylaws

                  In furtherance  and not in limitation of the powers  conferred
                  by statute,  the Board of  Directors is  authorized  to adopt,
                  amend or repeal the bylaws of the corporation.

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<PAGE>




         I, THE UNDERSIGNED,  for the purpose of forming a Corporation under the
laws of the State of Texas,  do make,  file and  record  these  Articles  and do
certify that the facts herein are true; and I have  accordingly  hereunto set my
hand.

         Dated this 10th day of July 2000.

                                                     /s/  Michael Kamps
                                                     ---------------------------
                                                     Michael Kamps, Incorporator
State of Texas                           |
                                         |
County of Rockwall                       |

         Before me, a notary  public,  on this day personally  appeared  Michael
Kamps,  known to me to be the person whose name is  subscribed  to the foregoing
document and, being by me first duly sworn, declared that the statements therein
contained are true and correct.

         Given  under my hand and  official  seal of  office  on the 11th day of
July, 2000.

                                                  /s/ Annette Reeves
                                                  ------------------------------
                                                  Notary Public
                                                  in and for the State of Texas

[Symbol omitted]   ANNETTE REEVES
                    NOTARY PUBLIC
                   State of Texas
                 Comm. Exp. 01-25-2004

My commission expires:
                       ------------------


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