<PAGE>   1
                                                                     EXHIBIT 3.1

                 CERTIFICATE AMENDING ARTICLES OF INCORPORATION

                                       OF

                         PRINCETON AMERICAN CORPORATION

     The undersigned, being the Original Incorporator of PRINCETON AMERICAN
CORPORATION, a Nevada Corporation, hereby certifies that this CERTIFICATE
AMENDING ARTICLES OF INCORPORATION be filed.

     The undersigned certifies that the original Articles of Incorporation of
PRINCETON AMERICAN CORPORATION, were filed with the Secretary of State of
Nevada on the 7th day of September, 1995, further certifies that ARTICLES
FOURTH of the original Articles of Incorporation filed on the 7th day of
September, 1995, as of the date of this certificate, no stock of the
corporation has been issued, herein is amended to read as follows:

     ARTICLE FOURTH

     That the total number of stock authorized that may be issued by the
Corporation is ONE HUNDRED TEN MILLION (110,000,000) shares as follows: ONE
HUNDRED MILLION (100,000,000) shares of common voting stock @ ONE TENTH OF ONE
CENT ($.001) par value and TEN MILLION (10,000,000) shares of preferred voting
stock @ ONE TENTH OF ONE CENT ($.001) par value and no other class of stock
shall be authorized. Said shares without nominal or par value may be issued by
the corporation from time to time for such considerations as may be fixed from
time to time by the Board of Directors.

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                 CERTIFICATE AMENDING ARTICLES OF INCORPORATION

                                       OF

                         PRINCETON AMERICAN CORPORATION

                                   CONTINUED

          The undersigned hereby certify that they have on this 18th day of
October, 1995, executed this Certificate Amending the original Articles of
Incorporation heretofore filed with the Secretary of State of Nevada.



                                                          /s/ Cheryl Mall
                                                          ______________________
                                                          Original Incorporator

STATE OF ______________)
                       )SS:
COUNTY OF______________)

On this 18th day of October, 1995, before me, the undersigned, a Notary Public
in and for the County of DOUGLAS. State of NV personally appeared: Cheryl Mall
Known to me to be the person(s) whose name(s) are subscribed to the foregoing
Certificate Amending Articles of Incorporation and acknowledged to me that they
executed the same.


                                                          /s/ Angela McKusker
                                                          ______________________
                                                          Notary Public




(SEAL)


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<PAGE>   3
                 CERTIFICATE AMENDING ARTICLES OF INCORPORATION

                                       OF

                         PRINCETON AMERICAN CORPORATION


     The undersigned, being the Original Incorporator of PRINCETON AMERICAN
CORPORATION, a Nevada Corporation, hereby certifies that this CERTIFICATE
AMENDING ARTICLES OF INCORPORATION be filed.

     The undersigned certifies that the original Articles of Incorporation of
PRINCETON AMERICAN CORPORATION, were filed with the Secretary of State of
Nevada on the 7th day of September, 1995, further certifies that ARTICLES
FOURTH of the original Articles of Incorporation filed on the 7th day of
September, 1995, as of the date of this certificate, no stock of the
corporation has been issued, herein is amended to read as follows:

     ARTICLE FOURTH

     That the total number of common stock authorized that may be issued by the
Corporation is ONE HUNDRED TEN MILLION (110,000,000) shares of stock at ONE
TENTH OF ONE CENT $.001 par value and no other class of stock shall be
authorized. Said shares without nominal or par value may be issued by the
corporation, from, time to time for such considerations as may be fixed from
time to time by the Board of Directors.





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                 CERTIFICATE AMENDING ARTICLES OF INCORPORATION

                                       OF

                         PRINCETON AMERICAN CORPORATION

                                   CONTINUED

          The undersigned hereby certify that they have on this 22nd day of
September, 1995, executed this Certificate Amending the original Articles of
Incorporation heretofore filed with the Secretary of State of Nevada.




                                        /s/ Cheryl Mall
                                        ----------------------------
                                        Original Incorporator

STATE OF NV          )
                     ) SS:
COUNTY OF CARSON     )

On this 22nd day of September, 1995, before me, the undersigned, a Notary
Public in and for the County of Douglas, State of NV personally appeared:
Cheryl Mall

Known to me to be the person(s) whose name(s) are subscribed to
the foregoing Certificate Amending Articles of Incorporation and acknowledged
to me that they executed the same.




/s/ Angela R. McKusker
----------------------
    Notary Public


(SEAL)

                                       2

<PAGE>   5
                 CERTIFICATE AMENDING ARTICLES OF INCORPORATION

                                       OF

                         PRINCETON AMERICAN CORPORATION

     The undersigned, being the Original Incorporator of PRINCETON AMERICAN
CORPORATION, a Nevada Corporation, hereby certifies that this CERTIFICATE
AMENDING ARTICLES OF INCORPORATION be filed.

     The undersigned certifies that the original Articles of Incorporation of
PRINCETON AMERICAN CORPORATION, were filed with the Secretary of State of Nevada
on the 7th day of September, 1995, further certifies that ARTICLES FOURTH of the
original Articles of Incorporation filed on the 7th day of September, 1995, as
of the date of this certificate, no stock of the corporation has been issued,
herein is amended to read as follows:

     ARTICLE FOURTH

     That the total number of common stock authorized that may be issued by the
Corporation is ONE HUNDRED MILLION (100,000,000) shares of stock @ ONE TENTH OF
ONE CENT $.001 par value and no other class of stock shall be authorized. Said
shares without nominal or par value may be issued by the corporation from time
to time for such considerations as may be fixed from time to time by the Board
of Directors.


                                       1
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                 CERTIFICATE AMENDING ARTICLES OF INCORPORATION
                                       OF
                         PRINCETON AMERICAN CORPORATION
                                   CONTINUED

     The undersigned hereby certify that they have on this 8th day of
September, 1995, executed this Certificate Amending the original Articles of
Incorporation heretofore filed with the Secretary of State of Nevada.


                                        /s/ Cheryl Mall
                                        ------------------------------------
                                        Original Incorporator



STATE OF NEVADA     )
                    )SS:
COUNTY OF CARSON    )

On this 8th day of September, 1995, before me, the undersigned, a Notary Public
in and for the County of Carson, State of Nevada personally appeared:

Known to me to be the person(s) whose name(s) are subscribed to the foregoing
Certificate Amending Articles of Incorporation and acknowledged to me that they
executed the same.


/s/ Mark Shatas
--------------------------------
    Notary Public


(SEAL)

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<PAGE>   7
                            ARTICLES OF INCORPORATION
                                       OF
                         PRINCETON AMERICAN CORPORATION

                  FIRST. The name of the corporation is:

                         PRINCETON AMERICAN CORPORATION

                  SECOND. Its registered office in the State of Nevada is
located at 2533 North Carson Street, Carson City, Nevada 89706 that this
Corporation may maintain an office, or offices, in such other place within or
without the State of Nevada as may be from time to time designated by the Board
of Directors, or by the By-Laws of said Corporation, and that this Corporation
may conduct all Corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada

                  THIRD. The objects for which this Corporation is formed are:
To engage in any lawful activity, including, but not limited to the following:

         (A) Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law.

         (B) May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this corporation is
organized.

13982                                   1
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         C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.

         (D) Shall have power to sue and be sued in any court of law or equity.

         (E) Shall have power to make contracts.

         (F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country.

         (G) Shall have power to appoint such officers and agents as the affairs
of the corporation shall require, and to allow them suitable compensation.

         (H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.

         (I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.

         (J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.

         (K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises,

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or for any other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for any other lawful object.

         (L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Nevada, or any other state
or government, and, while owners of such stock, bonds, securities or evidences
of indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.

         (M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.

         (N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.

         (O) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the

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objects of the corporation, whether or not such business is similar in nature to
the objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.

         (P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.

         (Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed by
law.

                  FOURTH. That the total number of common stock authorized that
may be issued by the Corporation is ONE MILLION (1,000,000) shares of stock @
$.001 par value and no other class of stock shall be authorized. Said shares may
be issued by the corporation from time to time for such considerations as may be
fixed by the Board of Directors.

                  FIFTH. 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, providing that the number of directors shall not be reduced to
fewer than one (1).

         The name and post office address of the first board of Directors shall
be one (1) in number and listed as follows:

<TABLE>
<CAPTION>
         NAME                                         POST OFFICE ADDRESS
         ----                                         -------------------
<S>                                             <C>
Cheryl Mall                                      2533 North Carson Street
                                                Carson City, Nevada 89706
</TABLE>

                  SIXTH. 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.

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                  SEVENTH. The name and post office address of the Incorporator
signing the Articles of Incorporation is as follows:

<TABLE>
<CAPTION>
         NAME                                         POST OFFICE ADDRESS
         ----                                         -------------------
<S>                                             <C>
Cheryl Mall                                      2533 North Carson Street
                                                Carson City, Nevada 89706
</TABLE>

                  EIGHTH. The resident agent for this corporation shall be:
                           LAUGHLIN ASSOCIATES, INC.

The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:

                            2533 North Carson Street
                            Carson City, Nevada 89706

                  NINTH. The corporation is to have perpetual existence.

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

                  Subject to the By-Laws, if any, adopted by the Stockholders,
to make, alter or amend the By-Laws of the Corporation.

                  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.

         By resolution passed by a majority of the whole Board, to designate one
(1) or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
or in the By-Laws of the Corporation, shall have

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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.

                  When and as authorized by the affirmative vote of the
Stockholders holding stock entitling them to exercise at least a majority of the
voting power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued and outstanding, the Board of Directors shall have power and
authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate franchises,
upon such terms and conditions as its board of Directors deems expedient and for
the best interests of the Corporation.

                  ELEVENTH. No shareholder shall be entitled as a matter of
right to subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.

                  TWELFTH. No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages for
breach of fiduciary duty as a director or officer involving any act or omission
of any such director or officer; provided, however, that the foregoing provision
shall not eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing

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violation of law, or (ii) the payment of dividends in violation of Section
78.300 of the Nevada Revised Statutes. 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 a
director or officer of the Corporation for acts or omissions prior to such
repeal or modification.

                  THIRTEENTH. This Corporation reserves the right to amend,
alter, change or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by statute, or by the
Articles of Incorporation, and all rights conferred upon Stockholders herein are
granted subject to this reservation.

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                  I, THE UNDERSIGNED, being the Incorporator hereinbefore named
for the purpose of forming a Corporation pursuant to the General Corporation Law
of the State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 7th day of September, 1995.


                                        /s/ Cheryl Mall
                                        ----------------------------
                                            Cheryl Mall


STATE OF NEVADA         )
                        ) SS:
CARSON CITY             )

On this 7th day of September, 1995, in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:

                                            Cheryl Mall

Known to me to be the person whose name is subscribed to the foregoing document
and acknowledged to me that she executed the same.


                                        /s/ Mark Shatas
                                        ------------------------
                                             Notary Public

I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.

9/7/95              /s/ Cheryl Mall
------------------------------------------------
Date                Service Coordinator

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