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FILED # C 4578-98

MAR 03 2003

IN THE OFFICE OF
/s/ DEAN HELLER
DEAN HELLER
SECRETARY OF STATE

                                        Filing Fee: ___________

                                        Receipt  #:___________


                       RESTATED ARTICLES OF INCORPORATION

                              (PURSUANT TO NRS 78)

                                 STATE OF NEVADA

                               Secretary of State


                                Article 1.  Name

The  name  of  the  Corporation  is:  HOUSE  OF  BRUSSELS  CHOCOLATES  INC.


                            Article 2.  Registered Agent

The  name  of the Resident Agent of the Corporation is Cane O'Neill Taylor, LLC.
The address of the Resident Agent of the Corporation is 2300 West Sahara Avenue,
Suite  500,  Box  18,  Las  Vegas,  Nevada  89102.


                             Article 3.  Capital Stock

The aggregate number of shares that the Corporation will have authority to issue
is  Sixty  Four Million (64,000,000), of which Sixty Million (60,000,000) shares
will  be  common  stock,  with a par value of $0.001 per share, and Four Million
(4,000,000)  shares  will  be  preferred  stock,  with a par value of $0.001 per
share.

The  Preferred  Stock  may  be  divided  into and issued in series. The Board of
Directors  of  the  Corporation is authorized to divide the authorized shares of
Preferred Stock into one or more series, each of which shall be so designated as
to  distinguish  the  shares  thereof  from  the  shares of all other series and
classes.  The  Board  of  Directors of the Corporation is authorized, within any
limitations  prescribed  by  law  and  this  Article,  to  fix and determine the
designations,  rights, qualifications, preferences, limitations and terms of the
shares  of  any  series  of  Preferred  Stock  including  but not limited to the
following.

     (a)  The  rate  of  dividend,  the  time  of  payment of dividends, whether
          dividends  are cumulative, and the date from which any dividends shall
          accrue;

     (b)  Whether  shares  may be redeemed, and, if so, the redemption price and
          the  terms  and  conditions  of  redemption;

     (c)  The  amount  payable  upon  shares  in  the  event  of  voluntary  or
          involuntary  liquidation;

     (d)  Sinking  fund  or  other  provisions,  if  any,  for the redemption or
          purchase  of  shares;


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(e)  The terms and conditions on which shares may be converted, if the shares of
     any  series  are  issued  with  the  privilege  of  conversion;

(f)  Voting  powers,  if  any,  provided  that  if any of the Preferred Stock or
     series  thereof  shall  have  voting rights, such Preferred Stock or series
     shall  vote  only  on  a share for share basis with the Common Stock on any
     matter,  including  but not limited to the election of directors, for which
     such  Preferred  Stock  or  series  has  such  rights;  and

(g)  Subject  to  the  foregoing,  such other terms, qualifications, privileges,
     limitations,  options,  restrictions,  and  special  or relative rights and
     preferences,  if any, of shares or such series as the Board of Directors of
     the  Corporation  may,  at  the  time so acting, lawfully fix and determine
     under  the  laws  of  the  State  of  Nevada.

The  Corporation shall not declare, pay or set apart for payment any dividend or
other  distribution  (unless  payable  solely in shares of Common Stock or other
class  of  stock  junior  to  the  Preferred  Stock  as  to  dividends  or  upon
liquidation)  in  respect of Common Stock, or other class of stock junior to the
Preferred  Stock,  nor  shall  it  redeem,  purchase  or  otherwise  acquire for
consideration  shares of any of the foregoing, unless dividends, if any, payable
to  holders  of  Preferred  Stock  for  the  current  period (and in the case of
cumulative  dividends,  if  any,  payable  to holders of Preferred Stock for the
current  period  and  in  the case of cumulative dividends, if any, for all past
periods)  have  been paid, are being paid or have been set aside for payment, in
accordance  with  the  terms  of  the  Preferred Stock, as fixed by the Board of
Directors.

In  the  even  of the liquidation of the Corporation, holders of Preferred Stock
shall  be  entitled to receive, before any payment or distribution on the Common
Stock  or  any  other  class  of  stock  junior  to  the  Preferred  Stock  upon
liquidation,  a  distribution  per  share  in  the  amount  of  the  liquidation
preference,  if  any,  fixed  or determined in accordance with the terms of such
Preferred Stock plus, if so provided in such terms, an amount per share equal to
accumulated  and unpaid dividends in respect of such Preferred Stock (whether or
not  earned  or  declared)  to  the date of such distribution. Neither the sale,
lease  or exchange of all or substantially all of the property and assets of the
Corporation, nor any consolidation or merger of the Corporation, shall be deemed
to  be  a  liquidation  for  the  purposes  of  this  Article.


                          Article 4. Board of Directors


     (a)     Number  of  Directors. The number of the directors constituting the
entire  Board  will be not less than one (1) nor more than fifteen (15) as fixed
from  time  to  time  by  vote  of  the  majority of the entire Board, provided,
however,  that  the number of directors will not be reduced so as to shorten the
term  of  any  director  at  the  time  in  office.

     (b)     Vacancies.  Any vacancies in the Board of Directors for any reason,
and  any  directorships  resulting from any increase in the number of directors,
may  be  filled by the Board of Directors, acting by a majority of the directors
then  in  office,  although less than a quorum, and any directors so chosen will
hold  office  during  the  remainder  of  the  term  of  office of the resigning
director.

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                               Article 5. Purpose

The  purpose  of  the Corporation is to engage in any lawful act or activity for
which  corporations  may  be  organized  under  NRS  78.


                         Article 6. Powers of Directors

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

     (a)  To  make,  alter,  amend  and  rescind the By-Laws of the Corporation.

     (b)  To  fix  the  amount  to  be  reserved  as  working  capital.

     (c)  To  fix  the  times  for  the  declaration  and  payment of dividends.

     (d)  To  authorize  and  cause  to be executed mortgages and liens upon the
          real  and  personal  property  of  the  Corporation.

     (e)  To  sell, assign, transfer or otherwise dispose of the property of the
          Corporation  as an entirety with the consent in writing or pursuant to
          the  affirmative vote of the holders of a majority of the stock issued
          and  outstanding,  at  a  stock-holders'  meeting duly called for that
          purpose.

     (f)  To  sell,  assign, transfer, lease and in any lawful manner dispose of
          such  portions  of  said property as the Board of Directors shall deem
          advisable, and to use and apply the funds received in payment therefor
          to  the  surplus  account  for  the benefit of the Corporation, or the
          payment  of  dividends,  or otherwise; provided that a majority of the
          whole  Board  concur  therein,  and  further provided that the capital
          stock  shall  not  be  decreased except in accordance with the laws of
          Nevada.

     (g)  By  a  resolution  passed  by  a  majority  of  the whole Board, under
          suitable  provision  of the By-Laws, to designate two or more of their
          numbers  to  constitute  an executive committee, which committee shall
          have  and exercise any and all of the powers of the Board of Directors
          which  may be lawfully delegated in the management of the business and
          affairs  of the Corporation, and shall have the authority to cause the
          seal  of the Corporation to be affixed to all papers which may require
          it.

     (h)  To  determine  from  time  to time whether (and if allowed, under what
          conditions  and regulations) the accounts and books of the Corporation
          (other  than  the  books  required  by law to be kept at the principal
          office  of the Corporation in Nevada), or any of them shall be open to
          the  inspection  of  the stockholders, and the stockholders' rights in
          this  respect  are  and  shall  be  restricted or limited accordingly.


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            Article  7.  Liability  of  Directors  and  Officers

An  officer  or  director of the Corporation shall have no personal liability to
the  Corporation or its stockholders for damages for breach of fiduciary duty as
an  officer  or  director  except  for  (a)  acts  or  omissions  which  involve
intentional  misconduct,  fraud,  or  a knowing violation of the law and (b) the
payment  of  dividends  in  violation  of  NRS  78.300.


          Article  8.  Indemnification  of  Officers  and  Directors

Every  person  who was or is a party to, or is threatened to be made a party to,
or  is  involved  in  any  action,  suit or proceeding, whether civil, criminal,
administrative  or  investigative,  by  reason  of  the fact that he or she or a
person  of  whom  he  or she is the legal representative is or was a director or
officer  of  the  Corporation  or  is  or  was  serving  at  the  request of the
Corporation  as  a  director  or  officer  of  another  corporation,  or  as its
representative  in  a  partnership,  joint  ventures, 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 attorney's fees, judgments, fines and amounts paid
or  to  be  paid in 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.  Such right of
indemnification  which  such directors, officers, or representatives may have or
hereafter  acquire  shall  extend  to  all  actions  undertaken on behalf of the
Corporation;  and, without limiting the generality of such statement, they shall
be  entitled  to  their  respective  rights of indemnification under any Bylaws,
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 with 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 and maintain insurance on behalf of
any  person who is or was a director or officer of the Corporation, or is or was
serving  at  the  request of the Corporation as a director or officer of another
corporation,  or as its representative in a partnership, joint venture, trust or
other  enterprises  against  any  liability  asserted  against  such  person and
incurred  in any such capacity or arising out of such status, whether or not the
Corporation  would  have  the  power  to  indemnify  such  person.


                           Article  9.  Amendment

The  Corporation  reserves  the  right  to amend, alter or repeal any provisions
contained  in  these  Articles  of  Incorporation in the manner now or hereafter
prescribed  by  statute,  and  all  rights  conferred on stockholders herein are
granted  subject  to  this  reservation.



                              OFFICERS' SIGNATURES
                              --------------------
/s/ L.  EVAN  BAERGEN
________________________
L.  EVAN  BAERGEN
PRESIDENT,  SECRETARY  &  TREASURER

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