Exhibit 3.3

DEAN HELLER
Secretary of State

202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708

      Important: Read attached instructions before completing form.
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      This Form is to Accompany Restated Articles of Incorporation
      ------------------------------------------------------------
                   (Pursuant to NRS 78.403 or 82.371)
    (This form is also to be used to accompany Festated Articles for
  Limited-Liability Companies and Certificates of Limited Partnership)
                          -Remit in Duplicate-

1.   Name of Nevada entity as last recorded in this office: Universal
     Broadband Communications, Inc. (File C-24242-00).

2.   Indicate what changes have been made by checking the appropriate
     spaces.*

     [_]  The entity name has been amended.

     [_]  The resident agent has been changed.
          (attach Certificate of Acceptance from new resident agent)

     [_]  The purpose of the entity has been amended.

     [X]  The authorized shares have been amended.

     [_]  The directors, managers or general partners have been amended.

     [_]  The duration of the entity has been amended.

     [_]  IRS tax language has been added.

     [_]  Articles have been added to the articles or certificate.

     [_]  Articles have been deleted from the articles or certificate.

     [X]  None of the above apply.  The articles or certificate have been
     amended as follows:
     (provide article numbers, if available)

     Amending Articles Fourth, Fifth, Sixth, Seventh, Eighth, Ninety,
     Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth)

* This form is to accompany Restated Articles which contain newly altered
or amended articles.  The Restated Articles must contain all of the
requirements as set forth in the statutes for amending or altering
Articles of Incorporation, Articles of Organization or Certificates of
Limited Partnership.

IMPORTANT: Failure to include any of the above information and remit the
proper fees may cause this fling to be rejected.

<PAGE>
                        ARTICLES OF INCORPORATION
                                   OF
                UNIVERSAL BROADBAND COMMUNICATIONS, INC.


     A certificate of Amendment to Articles of Incorporation, amending
the First Article that renames the Corporation to Universal Broadband
Communications, Inc. was filed the 4th day of October, 2001 with the
Secretary of State for the State of Nevada (File #C-24242-00).

     I, the undersigned, for the purposes of restating the Articles of
Incorporation, amending Articles Fourth, Fifth, Sixth, Seventh, Eighth,
Ninth, Tenth, Eleventh, Twelfth, Thirteenth and Fourteenth do execute
theses amended Articles of Incorporation, and do hereby certify the
restatements as follows:

     FIRST.  The name of this corporation is Universal Broadband
Communications, Inc.

     SECOND.  The address of this corporation's registered office in the
State of Nevada is 50 West Liberty Street, Suite 880, City of Reno,
County of Washoe, State of Nevada 89501.  The name of its registered
agent at such address is Nevada Agency Trust Company.

     THIRD.  The purpose of this corporation is to engage in any lawful
act or activity for which corporations may be organized pursuant to the
General Corporation Law of the State of Nevada.

     FOURTH.  The total number of shares of capital stock, which this
corporation shall have authority to issue, is one-hundred million
(100,000,000) with a par value of $0.001 per share amounting to ten
thousand dollars ($10,000).  Ninety million (90,000,000) of those shares
are Common Stock and ten million (10,000,000) of those shares are
Preferred Stock.  Each share of Common Stock shall entitle the holder
thereof to one vote, in person or by proxy, on any matter on which action
of the stockholders of this corporation is sought.  The holders of shares
of Preferred Stock shall have voting, conversion and redemption rights
and other rights, preferences, privileges and restrictions (i) determined
by the Board of Directors of this corporation by Resolution or (ii) as
otherwise provided by the Nevada General Corporation Law, as amended from
time to time.

     FIFTH.  The Board of Directors of this corporation shall be, and
hereby is, authorized and empowered, subject to limitations prescribed by
law and the provisions of the Article FOURTH of these Articles of
Incorporation, to provide for the issuance of shares series, and by
filing a certificate pursuant to the applicable law of the State of
Nevada, to establish from time to time the number of shares to be
included in each such series and the qualifications, limitations or
restriction of each such series.  The authority of the Board of Directors
with respect to each series shall include, but not be limited to,
determination of the following:

          (1) The number of shares constituting such series and the
distinctive designation of such series;

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          (2) The dividend rate on the shares of such series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on
shares of such series;

          (3) Whether such series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;

          (4) Whether such series shall have conversion privileges, and,
if so, the terms and conditions of such conversion privileges, including
provision for adjustment of the conversion rate, in such events as the
Board of Directors shall determine;

          (5) Whether or not the shares of such series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or date upon or after which those shares shall be
redeemable, and the amount per share payable in the event of redemption,
which amount may vary in different circumstances and at different
redemption dates;

          (6) Whether that series shall have a sinking fund for the
redemption or purchase of shares of such series, and, if so, the terms
and amount of such sinking fund;

          (7) The rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of this
corporation, and the relative rights of priority, if any, and payment of
shares of such series; and

          (8) Any other relative rights, preferences and limitation of
such series.

     Dividends on issued and outstanding shares of Preferred Stock shall
be paid or declared and set apart for payment prior to any dividends
shall be paid or declared and set apart for payment on the shares of
Common Stock with respect to the same dividend period.

     If, upon any voluntary or involuntary liquidation, dissolution or
winding up of this corporation, the assets of this corporation available
for distribution to holders of shares of Preferred Stock of all series,
shall be insufficient to pay such holders the full and complete
preferential amounts, including unpaid cumulative dividends, if any,
additional payments or provisions shall be payable as the Board deems
proper in accordance with its fiduciary responsibilities according to the
Articles, State law and securities regulations.

     SIXTH.  No director or officer of this corporation shall have any
personal liability to this corporation or its stockholders for damages
for breach of fiduciary duty as a director or officer, except that this
Article SIXTH shall not eliminate or limit the liability of a director or
office for (i) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or (ii) the payment of dividends in
violation of the Nevada General Corporation Law.  Any repeal or
modification of this Article by the stockholders of this corporation
shall not adversely affect any right or protection of any director of
this corporation existing at the time such repeal or modification.

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     SEVENTH.  This corporation reserves the right at any time, to amend,
alter, change or repeal any provision specified in these Articles of
Incorporation, and other provisions authorized by the laws of the State
of Nevada in effect at the date of amendment so long as the rights,
preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant
to these Articles if Incorporation in their present form are not
eliminated.

     EIGHTH.  Capital stock issued by this corporation after the amount
of the subscription price or par value thereof has been paid in full and
shall be subject to pay debts of this corporation, and may be assessable
or assessed, if determined by the Board of Directors by resolution.

     NINTH.  (a) The affairs of this corporation shall be governed by a
Board of Directors of not more than nine (9) persons nor less than one
(1) person, as determined from time to time by vote of a majority of the
Board of Directors of this corporation; provided, however, that the
number of directors shall not be reduced so as to reduce the term of any
director at the time in office.  The name and address of this initial
member of the Board of Directors is:

          Mark Ellis
          18200 Von Karman Avenue
          10th Floor
          Irvine, California 92612

               (b) The Board of Directors of this corporation shall be
elected at each annual meeting of shareholders, however, the Board may
adopt provisions to divide the Board of Directors into two (2) or three
(3) classes to serve for terms of two (2) or three (3) years,
respectively, or to eliminate cumulative voting, or both, by the Board
amending the Bylaws.  If the Bylaws are amended to divide the Board into
classes at the annual meeting of stockholders of this corporation,
directors of each class shall be elected to hold office for a term
expiring at the next succeeding annual meeting of those stockholders,
directors of the second class shall be elected to hold office for a term
expiring at the second succeeding annual meeting, and directors of the
third class shall be elected to hold office for a term expiring at the
third succeeding annual meeting of those stockholders.  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 majority of the directors then in office,
although less than a quorum, and any directors so chosen shall hold
office until the next election of the class for which such directors
shall have been chosen and until their successors shall be elected and
qualified.  Preferred Stock shall have no voting rights to elect
Directors, however, whenever the holders of any one or more series of
Preferred Stock shall have been granted the right by the Board, they
shall vote separately as a class, to elect one or more directors of this
corporation, the terms of the director or directors elected by such
holder shall expire at the next succeeding annual meeting of
stockholders.  Subject to the foregoing, at each annual meeting of
stockholders the successors to the class of directors whose terms shall
then expire shall be elected to hold office for a term expiring at the
third succeeding annual meeting of stockholders.

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               (c) Notwithstanding any other provisions of these Articles
of Incorporation and the Bylaws of this corporation, the directors may be
removed with or without cause, if the removal is approved by the majority
holders of outstanding common shares and is consistent with the Bylaws
and laws and statutes of Nevada.  However, whenever the holders of any
one or more series of Preferred Stock have been granted voting rights by
a Board resolution and the Preferred shareholders respectfully elected a
director and/or directors separately as a class, the provisions of
section (c) of this Article shall not apply with respect to the director
or directors elected by such holders of Preferred stock.

     TENTH.  The period of existence of this corporation shall be
perpetual.

     ELEVENTH.  No contract or other transaction between this corporation
and any other corporation, whether or not a majority of the shares of the
capital stock of such other corporation is owned by this corporation and
no act of this corporation shall in any way be affected or invalidated by
the fact that any of the directors of this corporation are pecuniarily or
otherwise interested in or are directors or officers of such other
corporation.  Any director of this corporation, individually, or any firm
of which such director may be a member, may be a party to, or may be
pecuniarily or otherwise interested in any contract or transaction of
this corporation; provided, however, that the fact that he/she or such
firm is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or majority thereof, and any
director of this corporation who is also a director or officer of such
other corporation, or who is so interested, may be counted in determining
the existence of a quorum at any meeting of the Board of Directors of
this corporation that shall authorize such contract or transaction, and
may vote thereat to authorize such contract or transaction, with the same
force and effect as if he/she were not such director or officer of such
other corporation or not so interested.

     TWELFTH.  Subject to the provisions of any series of Preferred Stock
of this corporation which may at the time be issued and outstanding and
convertible into shares of Common Stock of this corporation, the
affirmative vote of the majority of the outstanding shares of Common
Stock held by stockholders of this corporation other than the "related
person" (as defined later in these Articles of Incorporation), shall be
required for the approval or authorization of any "business combination"
(as defined later in these Articles of Incorporation) of this corporation
with any related person; provided, however, that such voting requirement
shall not be applicable if:

          (1) The business combination was approved by the Board of
Directors of this corporation either (A) prior to the acquisition by such
related person of the beneficial ownership of twenty percent (20%) or
requisition the outstanding shares of the Common Stock of this
corporation, or (B) after such acquisition, but only during such time as
such related person has sought and obtained the unanimous approval by the
Board of Directors of this corporation of such acquisition of more than
twenty percent (20%) of the Common Stock prior to such acquisition being
consummated; or

          (2) The business combination is solely between this corporation
and another corporation, fifty percent (50%) or more of the voting stock
of which is owned by a related

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person; provided, however, that each stockholder of this corporation
receives the same type of consideration in such transaction in proportion
to his/her stockholdings; or

          (3) All of the following conditions are satisfied:

               (A) The cash or fair market value of the property,
securities or other consideration to be received per share by the holders
of Common Stock of this corporation in the business combination is note
less than the higher of (i) the highest per share price (including
brokerage commissions, soliciting dealer fees, dealer-management
compensation, and other expenses, including but not limited to, costs of
newspaper advertisements, printing expenses and attorneys' fees) paid by
such related person in acquiring any of its holdings of this
corporation's Common Stock or (ii) an amount which has the same or a
greater percentage relationship to the market price of this corporation's
Common Stock immediately prior to the commencement of acquisition of this
corporation's Common Stock by such related person, but in no event in
excess of two (2) times the highest per share price determined in clause
(i), above; and

               (B) After becoming a related person and prior to the
consummation of such business combination, (i) such related person shall
not have acquired any newly issued shares of capital stock, directly or
indirectly, from this corporation (except upon conversion of convertible
securities acquired by it prior to becoming a related person or upon
compliance with the provision of this Article or as a result of a pro
rata stock dividend or stock split) and (ii) such related person shall
not have received the benefit, directly or indirectly, (except
proportionately as a stockholder) of any loans, advances, guarantees,
pledges or other financial assistance or tax credits provided by this
corporation, or made any major changes in this corporation's business or
equity capital structure; and

               (C) A proxy statement complying with the requirements of
the Securities Exchange Act of 1934, whether or not this corporation is
then subject to such requirements, shall be mailed to the public
stockholders of this corporation for the purpose of soliciting
stockholder approval of such business combination and shall contain at
the front thereof, in a prominent place (i) any recommendations as to the
advisability (or inadvisability) of the business combination which the
continuing directors, or any outside directors, may determine to specify,
and (ii) the opinion of a reputable national investment banking firm as
to the fairness (or not) of the terms of such business combination, from
the point of view of the remaining public stockholders of this
corporation (such investment banking firm to be engaged solely on behalf
of the remaining public stockholders, to be paid a reasonable fee for its
services by this corporation upon receipt of such opinion, to be a
reputable national investment banking firm which has not previously been
associated with such related person and, if there are at the time any
such directors, to be selected by a majority of the continuing directors
and outside directors).

For purposed of this Article:

     (1) The term "business combination" shall be defined as and mean (a)
any merger or consolidation of this corporation with or into a related
person; (b) any sale, lease, exchange, transfer or other disposition,
including, without limitation, a mortgage or any other security device,
of all or any substantial part of the assets of this corporation,
including, without

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limitation, any voting securities of a subsidiary, or of a subsidiary, to
a related person; (c) any merger or consolidation of a related person
with or into this corporation or subsidiary of this corporation; (d) any
sale, lease, exchange, transfer or other disposition of all or any
substantial part of the assets of a related person to this corporation or
a subsidiary of this corporation; (e) the issuance of any securities of
this corporation or a subsidiary of this corporation to a related person;
(f) the acquisition by this corporation or a subsidiary of this
corporation of any securities or to involving Common Stock of this
corporation, consummated within five (5) years after a related person
becomes a related person, and (h) any agreement, contact or other
arrangement providing for any of the transactions described in this
definition of business combination.

     (2) The term "related person" shall be defined as and mean and
include any individual, corporation, trust, association, partnership or
other person or entity which, together with their "affiliates" and
"associates: (defined later in these Articles of Incorporation),
"beneficially" owns (as this term is defined in Rule 12d-3 of the General
Rules and Regulations pursuant to the Securities Exchange Act of 1934),
in the aggregate twenty percent (20%) or more of the outstanding share of
the Common stock of this corporation, and any "affiliate" or "associate"
(as those terms are defined in Rule 12b-2 pursuant to the Securities
Exchange Act of 1934) of any such individual, corporation, trust,
association, partnership or other person or entity;

     (3) The term "substantial part" shall be defined as and mean more
than ten percent (10%) of the total assets of the corporation in
question, as of the end of its most recent fiscal year ending prior to
the time the determination is being made;

     (4) Without limitation, any shares of Common Stock of this
corporation which any related person has the right to acquire pursuant to
any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise, shall be deemed beneficially owned by such related
person;

     (5) For the purposes of this Article, the term "other consideration
to be received" shall include, without limitation, Common Stock of this
corporation retained by its existing public stockholders in the event of
a business combination with such related person pursuant to which this
corporation is the surviving corporation; and

     (6) With respect to any proposed business combination, the term
"continuing director" shall be defined as and mean a director who was a
member of the Board of Directors of this corporation immediately prior to
the time that any related person involved in the proposed business
combination acquired twenty percent (20%) or more of the outstanding
shares of Common Stock of this corporation, and the term "outside
director" shall be defined as and mean a director who is not (a) an
officer or employee of this corporation or any relative of an officer of
employee, (b) a related person or an officer, director, employee,
associate or affiliate or a related person, or a relative of any of the
foregoing, or (c) a person having a direct or indirect material business
relationship with this corporation.

     THIRTEENTH. No action required to be taken or which may be taken at
any annual special meeting of stockholders of this corporation may be
taken without a meeting, and the power of stockholders to consent in
writing setting forth the action so taken, shall be signed by

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the holders of outstanding shares, without a meeting, to the taking of
any action is specifically permitted as allowed by law.

     FOURTEENTH.  All of the powers of this corporation, that are
lawfully vested by these Articles of Incorporation in the Board of
Directors, are hereby conferred upon the Board of Directors of this
corporation.  In furtherance and not in limitation of that power, the
Board of Directors shall have the power to make, adopt, alter, amend and
repeal from time to time bylaws of this corporation, subject to the right
of the shareholders entitled to vote with respect thereto adopt, alter,
amend and repeal bylaws made by the Board of Directors.

          The undersigned director and majority shareholder hereby
acknowledges that the foregoing Articles of Incorporation, as amended, is
his act and deed.

     IN WITNESS WHEREOF, the undersigned Director of the Board has
hereunto affixed his signature at Irvine, California this 22 day of
January, 2002.

Initial Director of Universal Broadband Communications, Inc.



/s/ MARK ELLIS
---------------------------------
Mark Ellis, Director



                                AFFIDAVIT

I, Mark Ellis, being the majority shareholder of Universal Broadband
Communications, Inc., hereby this 22 day of January, 2002, approve the
above Articles of Incorporation and instruct the Director of Corporation
to file the same with the Secretary of State of the State of Nevada.



/s/ MARK ELLIS
---------------------------------
Shareholder



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                UNIVERSAL BROADBAND COMMUNICATIONS, INC.

                          CORPORATE RESOLUTION

     A special meeting of the shareholders of Universal Broadband
Communications, Inc. on December 3, 2001 was noticed and called to order
pursuant to the Bylaws of the corporation.  After due discussion, and by
unanimous vote, the following resolution was passed by the shareholders:

     BE IT RESOLVED that the CEO and majority shareholder is authorized
to file restated Articles for Universal Broadband Communications, Inc.,
increase the shares of said corporation to one hundred million
(100,000,000) shares with ninety million (90,000,000) Common, ten million
(10,000,000) Preferred and to amend Articles Fourth, Fifth, Sixth,
Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth and
Fourteenth as presented by the CEO at this meeting and to pay the
appropriate fees and costs to the Secretary of State.


                                   Date: 1-22-02
                                        --------------

                                   CEO & Majority Shareholder,



                                   /s/ MARK ELLIS
                                   ---------------------------------
                                   Mark Ellis


THE ABOVE IS A TRUE AND CORRECT COPY.

Secretary,



/s/ HAROLD R. STOKES 1-22-02
---------------------------------
Harold R. Stokes



(Seal)