EXHIBIT 3.1
                                   -----------

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           PLANET EARTH RECYCLING INC.

     The  undersigned hereby adopts as its chartering document these Amended and
Restated  Articles  of  Incorporation.

                                    ARTICLE I

     The  name  of  the  corporation  is  "Planet  Earth  Recycling  Inc."

                                   ARTICLE II

     2.1. Authorized  Capital

     The  total number of shares that this corporation is authorized to issue is
200,000,000, consisting of 160,000,000 shares of Common Stock having a par value
of  $0.001 per share and 40,000,000 shares of Preferred Stock having a par value
of  $0.001 per share.  The Common Stock is subject to the rights and preferences
of  the  Preferred  Stock  as  set  forth  below.

     2.2. Issuance  of  Preferred  Stock  by  Class  and  in  Series

     The  Preferred Stock may be issued from time to time in one or more classes
and  one  or  more series within such classes in any manner permitted by law and
the  provisions  of  these Articles of Incorporation, as determined from time to
time  by  the  Board  of  Directors  and stated in the resolution or resolutions
providing  for  its issuance, prior to the issuance of any shares.  The Board of
Directors  shall  have  the  authority  to  fix  and  determine and to amend the
designation,  preferences,  limitations  and  relative  rights  of  the  shares
(including,  without  limitation,  such  matters  as  dividends,  redemption,


<PAGE>
liquidation,  conversion  and  voting)  of  any  class  or series that is wholly
unissued  or  to  be established.  Unless otherwise specifically provided in the
resolution  establishing  any  class  or  series,  the  Board of Directors shall
further  have  the  authority,  after  the  issuance  of  shares  of  a  class
or  series  whose number it has designated, to amend the resolution establishing
such  class  or series to decrease the number of shares of that class or series,
but  not  below  the  number of shares of such class or series then outstanding.

                                   ARTICLE III

     The  purposes  for  which the corporation is organized are to engage in any
activity  or business not in conflict with the laws of the State of Nevada or of
the  United  States  of  America,  and  without  limiting  the generality of the
foregoing,  specifically:

     3.1  Omnibus.

     To  have  to exercise all the powers now or hereafter conferred by the laws
of  the  State  of Nevada upon corporations organized pursuant to the laws under
which  the corporation is organized ("applicable corporate law") and any and all
acts  amendatory  thereof  and  supplemental  thereto.

     3.2. Carrying  On  Business  Outside  State.

     To  conduct and carry on its business or any branch thereof in any state or
territory  of the United States or in any foreign country in conformity with the
laws  of  such state, territory, or foreign country, and to have and maintain in
any  state,  territory,  or  foreign  country a business office, plant, store or
other  facility.

     3.3. Purposes  To  Be  Construed  As  Powers.

     The  purposes  specified  herein  shall  be  construed both as purposes and
powers  and  shall  be  in  no  way  limited  or  restricted by reference to, or
inference  from, the terms of any other clause in this or any other article, but
the  purposes  and  powers  specified  in  each  of  the clauses herein shall be


                                      - 2 -
<PAGE>
regarded  as  independent  purposes  and powers, and the enumeration of specific
purposes  and  powers  shall not be construed to limit or restrict in any manner
the  meaning  of  general terms or of the general powers of the corporation; nor
shall  the  expression of one thing be deemed to exclude another, although it be
of  like  nature  not  expressed.

                                   ARTICLE IV

     Except  as  may  be  authorized  pursuant  to Section 2.2 of Article II, no
preemptive  rights  shall  exist  with  respect to shares of stock or securities
convertible  into  shares  of  stock  of  this  corporation.

                                    ARTICLE V

     The  right  to  cumulate votes in the election of Directors shall not exist
with  respect  to  shares  of  stock  of  this  corporation.

                                   ARTICLE VI

     6.1. Number  of  Directors

     The Board of Directors shall be composed of not less than one nor more than
six Directors.  Except with respect to the initial Director, the specific number
of  Directors  shall  be  set by resolution of the Board of Directors or, if the
Directors in office constitute fewer than a quorum of the Board of Directors, by
the  affirmative  vote of a majority of all the Directors in office.  The number
of Directors of this corporation may be increased or decreased from time to time
in  the manner provided herein, but no decrease in the number of Directors shall
have  the  effect  of  shortening  the  term  of  any  incumbent  Director.

     6.2. Classification  of  Directors

     The Directors shall be divided into three classes, with each class to be as
nearly  equal  in number as possible, as specified by resolution of the Board of
Directors  or,  if the Directors in office constitute fewer than a quorum of the
Board  of  Directors, by the affirmative vote of a majority of all the Directors
in  office.  The  term of office of Directors of the first class shall expire at
the  first  annual  meeting  of  shareholders after their election.  The term of


                                      - 3 -
<PAGE>
office  of  Directors  of  the  second  class  shall expire at the second annual
meeting  after  their  election.  The  term  of office of Directors of the third
class  shall  expire  at the third annual meeting after their election.  At each
annual  meeting  after  such  classification, a number of Directors equal to the
number  of  the  class  whose  term expires at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting.  Absent his or
her  death,  resignation  or removal, a Director shall continue to serve despite
the expiration of the Director's term until his or her successor shall have been
elected  and  qualified or until there is a decrease in the number of Directors.

     6.3. Removal  of  Directors

     The  shareholders  may  remove one or more Directors with or without cause,
but only at a special meeting called for the purpose of removing the Director or
Directors,  and  the  meeting  notice must state that the purpose, or one of the
purposes,  of  the  meeting  is  removal  of  the  Director  or  Directors.

     6.4. Vacancies  on  Board  of  Directors

     If  a  vacancy  occurs  on  the  Board  of  Directors,  including a vacancy
resulting  from  an  increase in the number of Directors, the Board of Directors
may  fill  the  vacancy,  or, if the Directors in office constitute fewer than a
quorum  of  the Board of Directors, they may fill the vacancy by the affirmative
vote  of a majority of all the Directors in office.  The shareholders may fill a
vacancy  only  if  there  are  no  Directors  in  office.

                                   ARTICLE VII

     This  corporation  reserves  the  right  to  amend  or  repeal  any  of the
provisions  contained  in  these  Articles of Incorporation in any manner now or
hereafter  permitted  by  the  applicable  corporate  law, and the rights of the
shareholders  of  this  corporation  are  granted  subject  to this reservation.


                                      - 4 -
<PAGE>
                                  ARTICLE VIII

     The  Board  of Directors shall have the power to adopt, amend or repeal the
Bylaws of this corporation, subject to the power of the shareholders to amend or
repeal  such  Bylaws.  The  shareholders  shall  also have the power to amend or
repeal  the  Bylaws  of  this  corporation  and  to  adopt  new  Bylaws.

                                    ARTICLE IX

     9.1. Shareholder  Actions

     Subject  to  any  limitations  imposed  by  applicable securities laws, any
action  required or permitted to be taken at a shareholders meeting may be taken
without  a  meeting,  without  prior  notice and without a vote, if a consent or
consents  in  writing, setting forth the action so taken, shall be signed by the
holders  of  outstanding  stock having not less than the minimum number of votes
that  would  be necessary to authorize or take such action at a meeting at which
all  shares  entitled  to  vote  thereon  were  present  and  voted.

     9.2. Number  of  Votes  Necessary  to  Approve  Actions

     Whenever  applicable  corporate  law  permits  a  corporation's articles of
incorporation  to specify that a lesser number of shares than would otherwise be
required  shall  suffice to approve an action by shareholders, these Articles of
Incorporation  hereby specify that the number of shares required to approve such
an  action  shall  be  such  lesser  number.

     9.3. Special  Meetings  of  Shareholders

     So  long  as  this corporation is a public company, special meetings of the
shareholders of the corporation for any purpose may be called at any time by the
Board of Directors or, if the Directors in office constitute fewer than a quorum


                                      - 5 -
<PAGE>
of  the  Board  of  Directors,  by the affirmative vote of a majority of all the
Directors  in  office,  but such special meetings may not be called by any other
person  or  persons.

     9.4. Quorum  for  Meetings  of  Shareholders.

     Except  with respect to any greater requirement contained in these Articles
of  Incorporation  or  the  applicable  corporate  law,  one-third  of the votes
entitled  to  be cast on a matter by the holders of shares that, pursuant to the
Articles  of Incorporation or the applicable corporate law, are entitled to vote
and be counted collectively upon such matter, represented in person or by proxy,
shall  constitute  a  quorum  of  such  shares  at  a  meeting  of shareholders.

                                    ARTICLE X

     To  the full extent that applicable corporate law, as it exists on the date
hereof or may hereafter be amended, permits the limitation or elimination of the
personal  liability  of  Directors,  a Director of this corporation shall not be
liable  to this corporation or its shareholders for monetary damages for conduct
as  a  Director.  Any  amendments  to  or  repeal  of  this  Article X shall not
adversely  affect  any right or protection of a Director of this corporation for
or  with  respect  to  any acts or omissions of such Director occurring prior to
such  amendment  or  repeal.

                                   ARTICLE XI

     11.1.  Indemnification.

     The  corporation shall indemnify its directors to the full extent permitted
by  applicable  corporate law now or hereafter in force. However, such indemnity
shall  not  apply  if the director did not (a) act in good faith and in a manner
the  director  reasonably believed to be in or not opposed to the best interests
of  the  corporation, and (b) with respect to any criminal action or proceeding,


                                      - 6 -
<PAGE>
have  reasonable  cause  to  believe  the  director's conduct was unlawful.  The
corporation  shall  advance  expenses for such persons pursuant to the terms set
forth  in  the  Bylaws,  or  in  a  separate  Board  resolution  or  contract.

     11.2.  Authorization.

     The  Board  of  Directors may take such action as is necessary to carry out
these  indemnification  and  expense  advancement  provisions.  It  is expressly
empowered  to  adopt,  approve,  and  amend  from  time  to  time  such  Bylaws,
resolutions,  contracts,  or  further  indemnification  and  expense advancement
arrangements  as  may  be permitted by law, implementing these provisions.  Such
Bylaws,  resolutions, contracts or further arrangements shall include but not be
limited  to  implementing the manner in which determinations as to any indemnity
or  advancement  of  expenses  shall  be  made.

     11.3.  Effect  of  Amendment.

     No amendment or repeal of this Article shall apply to or have any effect on
any  right  to  indemnification  provided  hereunder  with  respect  to  acts or
omissions  occurring  prior  to  such  amendment  or  repeal.

                                   ARTICLE XII

     This  Amended and Restated Articles of Incorporation shall become effective
upon  filing.

     IN  WITNESS WHEREOF, the undersigned, President of the corporation, for the
purpose  of  amending  and  restating  Articles  of  Incorporation  of Adventure
Minerals  Inc.,  hereby  makes,  files  and  records  this  Amended and Restated
Articles  of  Incorporation  and  certifies  that  it is the act and deed of the
corporation  and  that  the  facts  stated  herein  are  true.


  /s/  Rowland  Wallenius                            11/2/00
----------------------------                        ---------
Rowland Wallenius, President                           Date


                                      - 7 -
<PAGE>