Exhibit 3.1
Amended and Restated Articles of Incorporation

AMENDED
AND RESTATED ARTICLES OF INCORPORATION

NEWSEARCH,
INC.

KNOW ALL MEN BY
THESE PRESENTS:

That I,
Irwin Krushansky, desiring to establish a corporation under the name of
NEWSEARCH, INC., for the purpose of becoming a body corporate under and
by virtue of the laws of the State of Colorado and, in accordance with the
provisions of the laws of said State, do hereby make, execute and acknowledge
this certificate in writing of my intention to become a body corporate under and
by virtue of said laws.

ARTICLE I

The
corporate name of the corporation shall be:

NEWSEARCH,
INC.

ARTICLE II

The
nature of the business and the objects and purposes to be transacted, promoted
and carried on are to do any or all of the things herein mentioned as fully and
to the same extent as natural persons might or could do, and in any part of the
world, to wit:

(a)
To engage in the business of finding companies, providing financial consulting,
and negotiating business agreements in the areas of mergers, acquisitions and
reorganizations.

(b)
To manufacturing, purchase or otherwise acquire and to hold, own, mortgage or
otherwise lien, pledge, lease, sell, assign, exchange, transfer or in any manner
dispose of, and to invest, deal and trade in and with goods, wares, merchandise
and personal property of any and every class and description, within or without
the State of Colorado.

(c)
To acquire the goodwill, rights and property and to undertake the whole or any
part of the assets and liabilities, of any person, firm, association or
corporation; to pay for the same in cash, the stock of the corporation, bonds or
otherwise; to hold or in any manner dispose of the whole or any part of the
property so purchased; to conduct in any lawful manner the whole or any part of
any business so acquired and to exercise all the powers necessary or convenient
in and about the conduct and management of such business.

(d)
To guarantee, purchase or otherwise acquire, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of shares of the capital stock, bonds or
other evidences of indebtedness created by other corporations and, while the
holder of such stock, to exercise all the rights and privileges of ownership,
including the right to vote thereon, to the same extent as a natural person
might or could do.

(e)
To purchase or otherwise acquire, apply for, register, hold, use, sell or in any
manner dispose of and to grant licenses or other rights and in any manner deal
with patents, inventions, improvements, processes, formulas, trademarks, trade
names, rights and licenses secured under letters patent, copyright or otherwise.



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(f)
To enter into, make and perform contracts of every kind for any lawful purpose,
with any person, firm, association or corporation, town, city, county, body
politic, state, territory, government, colony or dependency thereof.

(g)
To borrow money for any of the purposes of the corporation and to draw, make,
accept, endorse, discount, execute, issue, sell, pledge or otherwise dispose of
promissory notes, drafts, bills of exchange, warrants, bonds, debentures and
other negotiable or nonnegotiable, transferable instruments and evidences of
indebtedness, and to secure the payment thereof and the interest thereon by
mortgage or pledge, conveyance or assignment in trust of the whole or any part
of the property of the corporation at the time owned or thereafter acquired.

(h)
To lend money to, or guarantee the obligations of, or to otherwise assist the
directors of the corporation or of any other corporation the majority of whose
voting capital stock is owned by the corporation, upon the affirmative vote of
at least a majority of the outstanding shares entitled to vote for directors.

(i)
To purchase, take, own, hold, deal in, mortgage or otherwise pledge, and to
lease, sell, exchange, convey, transfer or in any manner whatever dispose of
real property, within or without the State of Colorado.

(j)
To purchase, hold, sell and transfer the shares of its capital stock.

(k) To
have one or more offices and to conduct any or all operations and business and
to promote its objects, within or without the State of Colorado, without
restrictions as to place or amount.

(1)
To do any or all of the things herein set forth as principal, agent, contractor,
trustee, partner or otherwise, alone or in company with others.

(m)
The objects and purposes specified herein shall be regarded as independent
objects and purposes and, except where otherwise expressed, shall be in no way
limited or restricted by reference to or inference from the terms of any other
clauses or paragraph of these Articles of Incorporation.

(n)
The foregoing shall be construed both as objects and powers and the enumeration
thereof shall not be held to limit or restrict in any manner the general powers
conferred on this corporation by the laws of the State of Colorado.

ARTICLE III

The
authorized capital stock of the corporation is one hundred million (100,000,000)
shares, which shall be Common Stock $.001 par value and shall be
voting stock.

There
is also authorized fifty million (50,000,000) shares of convertible, non
cumulative, non voting preferred stock. Dividends in cash, property or shares of
the corporation may be paid upon the Common Stock, as and when declared by the
board of directors, out of funds of the Corporation to the extent and in the
manner permitted by law.

ARTICLE IV

The
corporation shall have perpetual existence.

ARTICLE V

The
governing board of this corporation shall be known as directors, and the number
of directors may from time to time be increased or decreased in such manner as
shall be provided by the By-Laws of this corporation, provided that the number
of directors shall not be reduced to less than one.



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The
name and post office address of the incorporator is

|                 | 
|---------------- | 
|Irwin Krushansky | 
|                 | 
|                 | 

The
names and post office addresses of the original Board of Directors are as
follows:

|                 | 
|---------------- | 
|Irwin Krushansky | 
|                 | 
|                 | 

The
principal office of the company is located at:

| | 7706
E. Napa Place  Denver, CO 80237
| | ------------------------------------

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

To
manage and govern the corporation by majority vote of members present at any
regular or special meeting at which a quorum shall be present.

To
make, alter, or amend the By-Laws of the corporation at any regular or special
meeting.

To
fix the amount to be reserved as working capital over and above its capital
stock paid in, to authorize and cause to be executed mortgages and liens upon
the real and personal property of this corporation.

To
designate one or more committees, each committee to consist of two or more of
the directors of the corporation, which, to the extent provided by resolution or
in the By-Laws of the corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
corporation. Such committee or committees shall have such name or names as may
be stated in the By-Laws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.

The
Board of Directors shall have power and authority to sell, lease, exchange or
otherwise dispose of all or substantially all of the property and assets of the
corporation, if in the usual and regular course of its business, upon such terms
and conditions as the. Board of Directors may determine without vote
or consent of the shareholders.

The
Board of Directors shall have power and authority to sell, lease, exchange or
otherwise dispose of all or substantially all of the property or assets of the
corporation, including its good will, if not in the usual and regular course of
its business, upon such terms and conditions as the Board of Directors may
determine, provided that such sale shall be authorized or ratified by the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a shareholders meeting called for that purpose, or
when authorized or ratified by the written consent of all the shareholders of
the shares entitled to vote thereon.

The
Board of Directors shall have power and authority to merge or consolidate the
corporation upon such terms and condition as the Board of Directors may
authorize provided that such merger or consolidation is approved or ratified by
the shares entitled to vote thereon at a shareholders meeting called for that
purpose, or when authorized or ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.



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The
Board of Directors may, from time to time, distribute to its shareholders,
without approval of the shareholders, in partial liquidation, out of stated
capital or capital surplus of the corporation, a portion of its assets, in cash
or in property, so long as the partial liquidation is incompliance with Title 7,
Article 5, Section III, of the 1973 Colorado Revised Statutes.

The
corporation shall be dissolved upon the affirmative vote of the shareholders of
at least a majority of the shares entitled to vote thereon at a meeting called
for that purpose, or when authorized or ratified by the written consent of all
the shareholders of the shares entitled to vote thereon.

The
corporation shall revoke voluntary dissolution proceedings upon the affirmative
vote of the shareholders of at least a majority of the shares entitled to vote
at a meeting called for that purpose, or when authorized or ratified by the
written consent of all the shareholders of the shares entitled to vote.

ARTICLE VI

The
following provisions are inserted for the management of the business and for the
conduct of the affairs of the corporation, and the same are in furtherance of
and not in limitation of the powers conferred by law:

No
contract or other transactions of the corporation with any other person, firm or
corporation, or in which this corporation is interested, shall be affected or
invalidated by (a) the fact that any one or more of the directors or officers of
this corporation is interested in or is a director or officer of such other firm
or corporation: or (b) the fact that any director or officer of this
corporation, individually or jointly with others, may be a party to or may be
interested in any such contract or transaction, so long as the contract or
transaction is authorized, approved or ratified at a meeting of the Board of
Directors by sufficient vote thereon by directors not interested therein, to
which such fact of relationship or interest has been disclosed, or the contract
or transaction has been approved or ratified by vote or written consent of the
shareholders entitled to vote, to whom such fact of relationship or interest has
been disclosed, or so long as the contract or transaction is fair and reasonable
to the corporation. Each person who may become a director or officer of the
corporation is hereby relieved from any liability that might otherwise arise by
reason of his contracting with the corporation for the benefit of himself or any
firm or corporation in which he may be in any way interested.

The
officers, directors and other members of management of this corporation shall be
subject to the doctrine or corporate opportunities only insofar as it applies to
business opportunities in which this corporation has expressed an interest as
determined from time to time by the corporations Board of Directors as
evidenced by resolutions appearing in the corporations minutes. When such
areas of interest are delineated, all such business opportunities within such
areas of interest which come to the attention of the officers, directors and
other members of management of this corporation shall be disclosed promptly to
this corporation and made available to it. The Board of Directors may reject any
business opportunity presented to it and thereafter any officer, director, or
other member of management may avail himself of such opportunity. Until such
time as this corporation, through its Board of Directors, has designated an area
of interest, the officers, directors and other members of management of this
corporation shall be free to engage in such areas of interest on their own and
the provisions hereof shall not limit the rights of any officer, director or
other member of management of this corporation to continue a business existing
prior to the time that such area of interest is designated by this corporation.
This provision shall not be construed to release any employee of the corporation
(other that an officer, director or member of management) from any duties which
he may have to the corporation.

ARTICLE VII

Each
director and each officer of the corporation shall be indemnified by the
corporation as follows:



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(a)
The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding, by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)
The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action or
suit by or in the right of the corporation, to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation, unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application, that despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.

(c)
To the extent that a director, officer, employee or agent of the corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections (a) and (b) of this Article, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by him in
connection therewith.

(d)
Any indemnification under Sections (a) or (b) of this Article (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the officer, director and
employee or agent is proper in the circumstances, because he has met the
applicable standard of conduct set forth in Sections (a) or (b) of this Article.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum, consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not obtainable, or even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for such purpose.

(e)
Expenses (including attorneys fees) incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an understanding by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.



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(f)
The Board of Directors may exercise the corporations power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this Article.

(g)
The indemnification provided by this Article shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
these Articles of Incorporation, the By-Laws, agreements, vote of the
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs and
personal representatives of such a person.

ARTICLE VIII

The
initial registered office of said corporation shall be located at 7706 E. Napa
Place, Denver, CO 80237 and the initial registered agent of the corporation
shall be Irwin Krushansky.

Part
or all of the business of said corporation may be carried on in the City of
Denver, County of Denver or any other place in the state of Colorado or beyond
the limits of the state of Colorado, in other states or territories of the
United States and in foreign countries.

ARTICLE IX

Whenever
a compromise or arrangement is proposed by the corporation between it and its
creditors or any class of them, and/or between said corporation and its
shareholders or any class of them, any court of equitable jurisdiction may, on
the application of any receiver or receivers appointed for said corporation, or
on the application of trustees in dissolution, order a meeting of the creditors
or class of creditors and/or of the shareholders or class of shareholders of
said corporation, as the case may be, to be notified in such manner as the court
decides. If a majority in number, representing at least three-fourths in amount
of the creditors or class of creditors, and/or the holders of the majority of
the stock or class of stock of said corporation, as the case may be, agree to
any compromise or arrangement and/or to any reorganization of said corporation,
as a consequence of such compromise or arrangement, the said compromise or
arrangement and/or the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding upon all the creditors or
class of creditors, and/or on all the shareholders or class of shareholders of
said corporation, as the case may be, and also on said corporation.

ARTICLE X

No
shareholder in the corporation shall have the preemptive right to subscribe to
any and all additional issues of stock and/or other securities of any or all
classes of this corporation or securities convertible into stock or carrying
stock purchase warrants, options or privileges.

ARTICLE XI

Meetings
of shareholders may be held at such time and place as the By-Laws shall provide.
At all meetings of the shareholders, one-third of all shares entitled to vote
shall constitute a quorum.

ARTICLE XII

Cumulative
voting shall not be allowed.



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ARTICLE XIII

These
Articles of Incorporation may be amended by resolution of the Board of Directors
if no shares have been issued, and if shares have been issued, by affirmative
vote of the shareholders of at least a majority of the shares entitled to vote
hereon at a meeting called for that purpose, or, when authorized, when such
action is ratified by the written consent of all the shareholders of the shares
entitled to vote thereon.

ARTICLE XIV

Whenever
the shareholders must approve or authorize any matter, whether now or
hereinafter required by the laws of the State of Colorado, the affirmative vote
of a majority of the shares entitled to vote thereon shall be necessary to
constitute such approval or authorization.

IN
TESTIMONY WHEREOF, I have hereunto set my hand and seal on this 2nd
day of December, 1999.

| | /s/ signature on file  Irwin Krushansky, Incorporator, Registered Agent
| | -----------------------------------------------------------------------