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EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                       BRILLIANT TECHNOLOGIES CORPORATION
                         (composite with all amendments)

         FIRST: The name of the corporation is Brilliant Technologies
Corporation (the "Corporation").

         SECOND: The registered office of the corporation is located at 1013
Centre Road, Wilmington, Delaware. The name of its registered agent at that
address is Corporation Service Company.

         THIRD: The nature of the business and the purposes to be conducted and
promoted by the Corporation, shall be to conduct any lawful business, to promote
any lawful purpose and to engage in any lawful activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

         For the accomplishment of the aforesaid purposes, and in furtherance
thereof, the Corporation shall have and may exercise all of the powers, rights
and privileges which are now and may hereafter be conferred by the General
Corporation Law upon corporations formed thereunder, subject to any limitations
thereof contained in the laws of the State of Delaware.

         FOURTH: (a) The total number of shares of capital stock which the
Corporation shall have authority to issue is Eight Hundred One Million
(801,000,000) shares of which Eight Hundred Million (800,000,000) shares shall
be designated as common stock with par value one hundredth of one cent ($0.0001)
per share and One Million (1,000,000) shares shall be designated as preferred
stock with a par value of one tenth of one cent ($0.001) per share.

         (b) The Corporation is authorized to issue the preferred shares from
time to time in one or more series with such designations, relative rights,
preference, or limitations as shall be fixed by the Board of Directors in the
resolution or resolutions providing for the issue of such shares, subject to the
limitation, that if the stated dividends and amounts payable on liquidation are
not paid in full, the shares of all series shall share ratably in the payment of
dividends including accumulations, if any, in accordance with the sums which
would be payable on such shares if all dividends were declared and paid in full,
and in any distribution of assets other than by way of dividends in accordance
with the sums payable were discharged in full. The Board of Directors is
expressly authorized to adopt such resolution or resolutions providing for the
issue of such shares from time to time as the Board of Directors, in its
discretion, may deem desirable.

         FIFTH: The by-laws of the Corporation may be made, altered, amended,
changed, added to, or repealed by the Board of Directors of the Corporation
without the assent or vote of the stockholders. Election of directors need not
be by ballot unless the by-laws so provide.

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         SIXTH: The personal liability of a director to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty is hereby
eliminated to the full extent permitted by Delaware law (including attorneys'
fees), provided that this Article shall not eliminate or limit the liability of
a director for (i) any breach of a director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from
which the director derived improper personal benefit.

         SEVENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended or supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein, shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of the stockholders or disinterested directors, or
otherwise both as to the action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to such person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
Notwithstanding any other provision of this Article, no person shall be entitled
to be indemnified by the Corporation in connection with any action, suit, or
proceeding in which he is a plaintiff unless the Board of Directors consents to
such indemnification within ninety days after the commencement of such action,
suit or proceeding.

         EIGHTH: The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.