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                                                                     EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                                 ASPENBIO, INC.

The undersigned, who, if a natural person, is eighteen years of age or older,
hereby establishes a corporation pursuant to the Colorado Business Corporation
Act as amended and adopts the following Articles of Incorporation:

FIRST::         The name of the corporation is AspenBio, Inc.

SECOND:         The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations organized
under the laws of Colorado. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The corporation may conduct part or all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.

THIRD:          (1)     The aggregate number of shares which the corporation
shall have authority to issue is 100,000 shares of common stock. The shares of
this class of common stock shall have unlimited voting rights and shall
constitute the sole voting group of the corporation, except to the extent any
additional voting group or groups may hereafter be established in accordance
with the Colorado Business Corporation Act. The shares of this class shall also
be entitled to receive the net assets of the corporation upon dissolution.

        a.      Each shareholder of record shall have one vote for each share of
stock standing in his name on the books of the corporation and entitled to vote,
except that in the election of directors each

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shareholder shall have as many votes for each share held by him as there are
directors to be elected and for whose election the shareholder has a right to
vote. Cumulative voting shall not be permitted in the election of directors or
otherwise.

        b.      Unless otherwise ordered by a court of competent jurisdiction,
at all meetings of shareholders one-third of the shares of a voting group
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum of that voting group.

FOURTH:         The number of directors of the corporation shall be fixed by the
bylaws, or if the bylaws fail to fix such a number, then by resolution adopted
from time to time by the board of directors, provided that the number of
directors shall not be more than five nor less than one. One director shall
constitute the initial board of directors. The following person is elected to
serve as the corporation's initial director until the first annual meeting of
shareholders or until his successor is duly elected and qualified:

<TABLE>
<CAPTION>
                   Name                                   Address
                   ----                                   -------
<S>                                                       <C>
                   Roger D. Hurst                         8100 Southpark Way, Unit B-1
                                                          Littleton, Colorado 80120
</TABLE>

        FIFTH:  The street address of the initial registered office of the
corporation is 370 17th Street, Suite 5350, Denver, Colorado 80202. The name of
the initial registered agent of the corporation at such address is Cathy S.
Krendl.

        SIXTH:  The address of the initial principal office of the corporation
is 8100 Southpark Way, Unit B-1, Littleton, Colorado 80120.

        SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limi-

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tation or exclusion of the powers conferred by law.

                (a)     Conflicting Interest Transactions. As used in this
paragraph, "conflicting interest transaction" means any of the following: (i) a
loan or other assistance by the corporation to a director of the corporation or
to an entity in which a director of the corporation is a director or officer or
has a financial interest; (ii) a guaranty by the corporation of an obligation of
a director of the corporation or of an obligation of an entity in which a
director of the corporation is a director or officer or has a financial
interest; or (iii) a contract or transaction between the corporation and a
director of the corporation or between the corporation and an entity in which a
director of the corporation is a director or officer or has a financial
interest. No conflicting interest transaction shall be void or voidable, be
enjoined, be set aside, or give rise to an award of damages or other sanctions
in a proceeding by a shareholder or by or in the right of the corporation,
solely because the conflicting interest transaction involves a director of the
corporation or an entity in which a director of the corporation is a director or
officer or has a financial interest, or solely because the director is present
at or participates in the meeting of the corporation's board of directors or of
the committee of the board of directors which authorizes, approves or ratifies a
conflicting interest transaction, or solely because the director's vote is
counted for such purpose if: (A) the material facts as to the director's
relationship or interest and as to the conflicting interest transaction are
disclosed or are known to the board of directors or the committee, and the board
of directors or committee in good faith authorizes, approves or ratifies the
conflicting interest transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors are less than a

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quorum; or (B) the material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the conflicting interest transaction
is specifically authorized, approved or ratified in good faith by a vote of the
shareholders; or (C) a conflicting interest transaction is fair as to the
corporation as of the time it is authorized, approved or ratified by the board
of directors, a committee thereof, or the shareholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or of a committee which authorizes, approves or ratifies
the conflicting interest transaction.

                (b)     Loans and Guaranties for the Benefit of Directors.
Neither the board of directors nor any committee thereof shall authorize a loan
by the corporation to a director of the corporation or to an entity in which a
director of the corporation is a director or officer or has a financial
interest, or a guaranty by the corporation of an obligation of a director of the
corporation or of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial interest, until at least
ten days after written notice of the proposed authorization of the loan or
guaranty has been given to the shareholders who would be entitled to vote
thereon if the issue of the loan or guaranty were submitted to a vote of the
shareholders. The requirements of this paragraph (b) are in addition to, and not
in substitution for, the provisions of paragraph (a) of Article SEVENTH.

                (c)     Indemnification. The corporation shall indemnify, to the
maximum extent permitted by law, any person who is or was a director, officer,
agent, fiduciary or employee of the corporation against any claim, liability or
expense arising against or incurred by such person

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made party to a proceeding because he is or was a director, officer, agent,
fiduciary or employee of the corporation or because he is or was serving another
entity or an employee benefit plan as a director, officer, partner, trustee,
employee, fiduciary or agent at the corporation's request. The corporation shall
further have the authority to the maximum extent permitted by law to purchase
and maintain insurance providing such indemnification.

                (d)     Limitation on Director's Liability. No director of this
corporation shall have any personal liability for monetary damages to the
corporation or its shareholders for breach of his fiduciary duty as a director,
except that this provision shall not eliminate or limit the personal liability
of a director to the corporation or its shareholders for monetary damages for:
(i) any breach of the director's duty of loyalty to the corporation or its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) voting for or
assenting to a distribution in violation of Colorado Revised Statutes Section
7-106-401 or the articles of incorporation if it is established that the
director did not perform his duties in compliance with Colorado Revised Statutes
Section 7-108-401, provided that the personal liability of a director in this
circumstance shall be limited to the amount of the distribution which exceeds
what could have been distributed without violation of Colorado Revised Statutes
Section 7-106-401 or the articles of incorporation; or (iv) any transaction from
which the director directly or indirectly derives an improper personal benefit.
Nothing contained herein will be construed to deprive any director of his right
to all defenses ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he may have for contribution from
any other director or other person.

                (e)     Negation of Equitable Interests in Shares or Rights.
Unless a person

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is recognized as a shareholder through procedures established by the corporation
pursuant to Colorado Revised Statutes Section 7-107-204 or any similar law, the
corporation shall be entitled to treat the registered holder of any shares of
the corporation as the owner thereof for all purposes permitted by the Colorado
Business Corporation Act, including without limitation all rights deriving from
such shares, and the corporation shall not be bound to recognize any equitable
or other claim to, or interest in, such shares or rights deriving from such
shares on the part of any other person including without limitation, a
purchaser, assignee or transferee of such shares, unless and until such other
person becomes the registered holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or constructive notice
of the claimed interest of such other person. By way of example and not of
limitation, until such other person has become the registered holder of such
shares or is recognized pursuant to Colorado Revised Statutes Section 7-107-204
or any similar applicable law, he shall not be entitled: (i) to receive notice
of the meetings of the shareholders; (ii) to vote at such meetings; (iii) to
examine a list of the shareholders; (iv) to be paid dividends or other
distributions payable to shareholders; or (v) to own, enjoy and exercise any
other rights deriving from such shares against the corporation. Nothing
contained herein will be construed to deprive any beneficial shareholder, as
defined in Colorado Revised Statutes Section 7-113-101(1), of any right he may
have pursuant to Article 113 of the Colorado Business Corporation Act or any
subsequent law.

        EIGHTH: The name and address of the incorporator is:

                Cathy S. Krendl
                370 17th Street, Suite 5350
                Denver, Colorado  80202

        Dated the 24th day of July, 2000.

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                                                -------------------------
                                                Incorporator

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        Cathy S. Krendl hereby consents to the appointment as the initial
registered agent for

AspenBio, Inc.


                                                -------------------------
                                                Initial Registered Agent

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