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EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                                 MYRIENT, INC.

The undersigned, desiring to form a corporation for profit under the General
Corporation Law of Nevada, does hereby certify:

FIRST:  The name of the corporation shall be Myrient, Inc.

SECOND: The name of the natural person or corporation designated as the
corporation's resident agent is State Agent and Transfer Syndicate, whose
address is 311 Carson Street, Carson City, Nevada 89701.

THIRD:  The purpose for which the corporation is formed is to engage in any
lawful activity.

FOURTH: The total number of authorized shares of Common Stock shall be
seventy-five million (75,000,000), each with a par value of $.001 per share. The
total number of authorized shares of Preferred Stock shall be ten million
(10,000,000), each with a par value of $.001 per share. The Preferred Stock may
be issued from time to time in one or more series. The Board of Directors of
this corporation is expressly authorized to provide for the issue of all or any
of the shares of Preferred Stock in one or more series, and to fix the
designation and number of shares and to determine or alter for each such series
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other rights and such
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such shares and as may be permitted by the Nevada
Revised Statutes. The Board of Directors is also expressly authorized to
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series. If the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status they
had prior to the adoption of the resolutions originally fixing the number of
share of such series.

FIFTH: The members of the governing body shall be styled directors and the
initial number of directors shall be one. The number of directors may be
increased pursuant to the provisions of the corporation's bylaws and Chapter 78
of the Nevada Revised Statutes.

SIXTH:  No capital stock issued by the corporation shall be assessable
following payment of the subscription price or par value therefore.

SEVENTH:  The corporation shall have perpetual existence.

EIGHTH: Every person who was or is a party or is threatened to be a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director, officer, employee,
agent or other person of the corporation, or is or was serving at the request of
the corporation or for its benefit as a director, officer employee or other
person of another corporation, partnership, joint venture, trust or enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under the law of the State of Nevada as it may be amended from time to time
against all expenses, liability and loss (including attorney's fees, judgments,
fines and amounts paid or to be paid in settlement) reasonable incurred or
suffered by him in connection therewith. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he/she is not entitled to
be indemnified by the corporation. Such right of indemnification shall be a
contract right, which may be enforced in any manner desired by such person. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers, employees, agents or other persons may have or hereafter
acquire and, without limiting the generality of such statement they shall be
entitled to their respective rights or indemnification under any bylaw,
agreement, vote of stockholders, provisions of law or otherwise, as well as
their rights under this Article.

                                  Exhibit 3.1.1


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Without limiting the application of the foregoing, the Board of Directors may
adopt bylaws from time to time with respect to indemnification permitted by the
law of the State of Nevada and may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, agent or other person of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, agent or other
person of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred in
any such capacity or arising our of such status whether or not the corporation
would have the power to indemnify such person.

NINTH: A director or officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or knowing violation of law or (ii) the unlawful
payment of dividends. Any repeal or modification of this Article by the
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of the director or
officer of the corporation for acts or omissions prior to such repeal or
modification.

TENTH: A director or officer of the corporation shall not be disqualified by his
office from dealing or contracting with the corporation as a vendor, purchaser,
employee, agent or otherwise.

No transaction, contract or act of the corporation shall be void or voidable or
in any way affected or invalidated by reason of the fact that any director or
officer of any corporation is a member of any firm, a shareholder, director or
officer of the corporation or trustee or beneficiary of any trust that is in any
way interested in such transaction, contract or act. No director or officer
shall be accountable or responsible to the corporation for or in respect to any
transaction, contract or act of the corporation for any gain or profit directly
or indirectly realized by him by reason of the fact that he or any firm in which
he is a member or any corporation of which he is a trustee, or beneficiary, is
interested in such transaction, contract, or act; provided the fact that such
director or officer or such firm, corporation or trust is so interested shall
have been disclosed or shall have been known to the members of the Board of
Directors as shall be present at any meeting at which action upon such contract,
transaction or act shall have been taken. Any director may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
which shall authorize or take action in respect to any such contract,
transaction or act, and any officer of the corporation may take any action
within the scope of the authority, respecting such contract, transaction or act,
and any officer of the corporation of which he is a shareholder, director or
officer, or any trust of which he is a trustee or beneficiary, were not
interested in such transaction, contract or act. Without limiting or qualifying
the foregoing, if in any judicial other inquiry, suit, cause or proceeding, the
question of whether a director or officer of the corporation has acted in good
faith is material, and not withstanding any statute or rule of law or equity to
the contrary (if any there be), his good faith shall be presumed in the absence
of proof to the contrary by clear and convincing evidence.

ELEVENTH:  No shareholder of the corporation shall have any preemptive rights.

The number of shares of the corporation outstanding and entitled to vote on this
Restated Articles of Incorporation is 39,985,535 that the said change(s) and the
Restated Articles of Incorporation have been consented to and approved by a
majority all of the stockholders of each class of stock outstanding and entitled
to vote thereon.

/S/ Bryan L. Turbow                 President
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Bryan L. Turbow

/S/ Vincent J. Roth                 Secretary
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Vincent J. Roth

                                 Exhibit 3.1.2