Exhibit 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                            FULLCIRCLE REGISTRY, INC.

                                    ARTICLE I
                                      NAME

         The name of the Corporation shall be: FullCircle Registry, Inc.

                                   ARTICLE II
                               PERIOD OF DURATION

                  The Corporation shall continue in existence perpetually unless
sooner dissolved according to law.

                                   ARTICLE III
                               PURPOSES AND POWER

                  The purpose for which said Corporation is formed and the
nature of the objects proposed to be transacted and carried on by it is to
engage in any and all other lawful activity as provided by the laws of the State
of Nevada.

                                   ARTICLE IV
                                AUTHORIZED SHARES

                  The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 60,000,000 shares.
Stockholders shall not have any preemptive rights, nor shall stockholders have
the right to cumulative voting in the election of directors or for any other
purpose. The classes and the aggregate number of shares of stock of each class
which the corporation shall have authority to issue are as follows:

(a) 50,000,000 shares of common stock, $0.001 par value("Common Stock");

(b) 10,000,000 shares of preferred stock, $0.001 par value ("Preferred Stock").

                  The Preferred Stock may be issued from time to time in one or
more series, with such distinctive serial designations as may be stated or
expressed in the resolution or resolutions providing for the issue of such stock
adopted from time to time by the Board of Directors; and in such resolution or
resolutions providing for the issuance of shares of each particular series, the
Board of Directors is also expressly authorized to fix: the right to vote, if
any; the consideration for which the shares of such series are to be issued; the
number of shares constituting such series, which number may be increased (except
as otherwise fixed by the Board of Directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time by action of the
Board of Directors; the rate of dividends upon which and at the times at which
dividends on shares of such series shall be payable and the preference, if any,
which such dividends shall have relative to dividends on shares of any other
class or classes or any other series of stock of the corporation; whether such
dividends shall be cumulative or noncumulative, and if cumulative, the date or
dates from which dividends on shares of such series shall be cumulative; the
rights, if any, which the holders of shares of such series shall have in the
event of any voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding up of the affairs of the
corporation; the rights, if any, which the holders of shares of such series
shall have to convert such shares into or exchange such shares of shares of any
other class or classes or any other series of stock of the corporation or for
any debt securities of the corporation and the terms and conditions, including
price and rate of exchange, of such conversion or exchange; whether shares of
such series shall be subject to redemption, and the redemption price or prices
and other terms of redemption, if any, for shares of such series including,
without limitation, a redemption price or prices payable in shares of Common
Stock; the terms and amounts of any sinking fund for the purchase or redemption
of shares of such series; and any and all other designations, preferences, and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof pertaining to shares of such series'
permitted by law.
<PAGE>
                  The Board of Directors of the Corporation may from time to
time authorize by resolution the issuance of any or all shares of the Common
Stock and the Preferred Stock herein authorized in accordance with the terms and
conditions set forth in these Articles of Incorporation for such purposes, in
such amounts, to such persons, corporations or entities, for such consideration,
and in the case of the Preferred Stock, in one or more series, all as the board
of Directors in its discretion may determine and without any vote or other
action by the stockholders, except as otherwise required by law. The capital
stock, after the amount of the subscription price, or par value, has been paid
in shall not be subject to assessment to pay the debts of the corporation.

                                    ARTICLE V
                       ACQUISITION OF CONTROLLING INTEREST

                  The Corporation elects not to be governed by the terms and
provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised
Statutes, as the same may be amended, superseded, or replaced by any successor
section, statute, or provision. No amendment to these Articles of Incorporation,
directly or indirectly, by merger or consolidation or otherwise, having the
effect of amending or repealing any of the provisions of this paragraph shall
apply to or have any effect on any transaction involving acquisition of control
by any person or any transaction with an interested stockholder occurring prior
to such amendment or repeal.

                                   ARTICLE VI
                    COMNINATIONS WITH INTERESTED STOCKHOLDERS

                  The Corporation elects not to be governed by the terms and
provisions of Section s78.411 through 78.444, inclusive, of the Nevada Revised
Statutes, as the same may be amended, superseded, or replaced by any successor
section, statute, or provision.

                                   ARTICLE VII
                             LIMITATION ON LIABILITY

                  A director or officer of the Corporation shall have no
personal liability to the Corporation or its stockholders for damages for breach
of fiduciary duty as a director or officer, except for damages for breach of
fiduciary duty resulting from (a) acts or omissions which involve intentional
misconduct, fraud, or a knowing violation of law, or (b) the payment of
dividends in violation of section 78.300 of the Nevada Revised Statutes as it
may from time to time be amended or any successor provision thereto.

                                  ARTICLE VIII
                       PRINCIPAL OFFICE AND RESIDENT AGENT

                  The address of the Corporation's registered office in the
state of Nevada is 3230 East Flamingo Road, #156, Las Vegas, Nevada 89121. The
name of its initial resident agent in the state of Nevada is Gateway
Enterprises, Inc. Either the registered office or the resident agent may be
changed in the manner provided by law.

                                   ARTICLE IX
                                   AMENDMENTS

                  The Corporation reserves the right to amend, alter, change or
repeal all or any portion of the provisions contained in these articles of
incorporation from time to time in accordance with the laws of the state of
Nevada, and all rights conferred on stockholder herein are granted subject to
this reservation.
<PAGE>
                                    ARTICLE X
                        ADOPTION AND AMENDMENT OF BYLAWS

                  The board of directors shall not adopt the original bylaws,
but shall adopt other bylaws in their discretion. The power to alter, amend, or
repeal the bylaws or adopt new bylaws shall be vested in the board of directors,
but the stockholders of the Corporation may also alter, amend, or repeal the
bylaws or adopt new bylaws. The bylaws may contain any provision for the
regulation or management of the affairs of the Corporation not inconsistent with
the laws of the state of Nevada now or hereafter existing.

                                   ARTICLE XI
                                    DIRECTORS

                  The governing board of the Corporation shall be known as the
board of directors. The number of directors comprising the board of directors
shall be fixed and may be increased or decreased from time to time in the manner
provided in the bylaws of the Corporation, except that at no time shall there be
less than one director. The initial board of directors shall consist of one
persons who are as follows

                  Name                                        Address

                  Steven L. White                    2250 West Center Street
                                                     Springville, UT 84663

                  THIRD:            The number of shares of the corporation

outstanding and entitled to vote at the time of the adoption of said amendment
was 11,300,000.

                  FOURTH:          The number of shares voted for such amendment

and restatement was 8,005,000 or 70.84% and the number voted against such
amendment was 0 or 0%.

                                   ARTICLE XII

         The Corporation elects not to be governed by the terms and provisions
of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes,
as the same may be amended, superseded, or replaced by any successor section,
statute, or provision. No amendment to these Articles of Incorporation, directly
or indirectly, by merger or consolidation or otherwise, having the effect of
amending or repealing any of the provisions of this paragraph shall apply to or
have any effect on any transaction involving acquisition of control by any
person or any transaction with an interested stockholder occurring prior to such
amendment or appeal.

                                  ARTICLE XIII

         The Corporation elects not to be governed by the terms and provisions
of Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as
the same may be amended, superseded, or replaced by any successor section,
statute, or provision.


                  DATED:  April 17, 2002