Exhibit 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                             CASTMOR RESOURCES LTD.
                             (A NEVADA CORPORATION)



                                   ARTICLE 1

                                      NAME

1.1     The name of the Corporation is CASTMOR RESOURCES LTD.

                                   ARTICLE 2

                                    PURPOSE

2.1     The purpose for which the Corporation is organized is to engage in any
lawful activity within or outside the State of Nevada.

2.2     The Corporation may maintain offices at such other places within or
without the State of Nevada as it may from time to time determine.  Corporate
business of every kind and nature may be conducted, and meetings of directors
and stockholders may be held outside the State of Nevada with the same effect as
if in the State of Nevada.

                                   ARTICLE 3

                               BOARD OF DIRECTORS

3.1     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 Bylaws of this Corporation, providing that
the  number  of  directors  shall  not  be  reduced  to  fewer  than  one  (1).

                                   ARTICLE 4

                                 CAPITAL STOCK

4.1     The aggregate number of shares that the Corporation shall have authority
to  issue  is ONE BILLION (1,000,000,000) shares, consisting of (i) NINE HUNDRED
MILLION  (900,000,000)  shares of Common Stock, par value $0.0001 per share (the
"Common  Stock");  and  ONE  HUNDRED  MILLION  (100,000,000) shares of preferred
stock,  par  value  $0.0001  per  share  (the  "preferred  stock").

4.2     The  Board of Directors is authorized from time to time to establish one
or  more  series  of  preferred  stock and to determine and prescribe the voting
powers,  distinguishing designations, preferences, limitations, restrictions and
relative  rights  of  the  preferred stock before issuance of any shares of that
class  and  of  any  series of preferred stock before issuance of shares of that
series.

4.3     The  Board  of  Directors  has  authority  to  authorize  and direct the
issuance  by  the  Corporation  of shares of preferred stock and Common Stock at
such  times,  in  such  amounts,  to such persons, for such consideration as the
Board  of  Directors  shall  determine  to  be adequate, and upon such terms and
conditions  as the Board of Directors may, from time to time, determine, subject
only to the restriction, limitations, conditions and requirements imposed by the
Nevada  Business  Corporations Act, other applicable laws and these Articles, as
the same may, from time to time, be amended. Upon the receipt by the Corporation
of  the  consideration  for which the board authorized the issuance of shares of
preferred  stock  or  Common  Stock,  such shares shall be deemed fully paid and
nonassessable.

4.4     The Board of Directors has authority to authorize and direct the payment
of dividends and the making of other distributions by the Corporation in respect
of  the  issued  and outstanding shares of preferred stock (i) at such times, in
such  amount  and forms, from such sources and upon such terms and conditions as
it  may,  from  time  to time, determine upon, subject only to the restrictions,
limitations,  conditions  and  requirements  imposed  by  the  Nevada  Business
Corporations  Act, other applicable laws and these Articles of Incorporation, as
the  same  may,  from  time  to time, be amended, and (ii) in shares of the same
class  or series or in shares of any other class or series without obtaining the
affirmative  vote  or  the  written  consent of the holders of the shares of the
class  or  series  in  which  the  payment  or  distribution  is  to  be  made.

4.5     The  Board  of  Directors  has  authority  to  authorize  and direct the
acquisition by the Corporation of the issued and outstanding shares of preferred
stock  and  Common  Stock at such times, in such amounts, from such persons, for
such considerations, from such sources and upon such terms and conditions as the
Board  of  Directors may, from time to time, determine upon, subject only to the
restrictions,  limitations,  conditions  and  requirements imposed by the Nevada
Business Corporations Act, other applicable laws and these Articles, as the same
may,  from  time  to  time, be amended.  Such acquired shares of the Corporation
will be designated "Treasury Shares" unless specifically cancelled and withdrawn
by  action  of  the  Board  of  Directors.

                                   ARTICLE 5

                LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY

5.1     A  director or officer of the Corporation shall not be personally liable
to  the 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 a knowing violation of law or (ii) the unlawful
payment  of  distributions.  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.

                                   ARTICLE 6

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

6.1     Every  person  who was or is a party or is threatened to be made a party
to  or  is involved in any action, suit or proceedings, whether civil, criminal,
administrative  or  investigative,  by  reason  of  the fact that he is or was a
director  or  officer of the corporation, shall be indemnified and held harmless
to  the  fullest extent legally permissible under the law of the State of Nevada
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) reasonably
incurred  or  suffered  by  him  in  connection  therewith.  Such  right  of
indemnification  shall  be  a  contract right that 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 or representatives may have or
hereafter  acquire  and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any Bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights  under  this Article.  Without limiting the application of the foregoing,
the  Board  of  Directors  may  adopt  Bylaws  from time to time with respect to
indemnification to provide at all times the fullest 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 or officer
of  the  corporation  as a director of officer of another corporation, or as its
representative  in  a  partnership,  joint  venture,  trust  or other enterprise
against  any  liability  asserted  against  such person and incurred in any such
capacity  or  arising  out  of such status, whether or not the corporation would
have  the  power  to  indemnify  such  person.

                                   ARTICLE 7

                        ADOPTION AND AMENDMENT OF BYLAWS

7.1     The Board of Directors is expressly granted the exclusive power to
adopt, amend or repeal the Bylaws of the Corporation.

                                   ARTICLE 8

                     AMENDMENT OF ARTICLES OF INCORPORATION

8.1     The 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.