Exhibit 3.1


                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                          CADENCE RESOURCES CORPORATION

     First.  The name of the Corporation is Cadence  Resources  Corporation (the
"Corporation").

     Second.  Pursuant  to  Section  16-10a-1007  of the Utah  Revised  Business
Corporation  Act,  and having been duly adopted by the Board of Directors of the
Corporation  at a meeting of the Board of Directors,  the  Corporation is hereby
filing these Restated Articles of Incorporation (the "Restated Articles").

     Third. Shareholder approval of the Restated Articles is not required.

     Fourth.  The Restated  Articles do not contain an amendment to the Articles
of Incorporation.

     Fifth. The text of the Restated Articles is as follows:

                                    ARTICLE I

                                      NAME

     The name of the corporation is Cadence Resources  Corporation  (hereinafter
called the "Corporation").

                                   ARTICLE II

                                    DURATION

     The duration of the Corporation is perpetual.

                                   ARTICLE III

                                    PURPOSES

     The purposes for which this Corporation is organized are:

     Section 1. To locate, patent, purchase,  lease, or otherwise require and to
hold, own, use, operate,  work,  improve,  develop,  mine,  drill,  excavate and
produce, and to sell, exchange, assign, transfer,  mortgage, lease, or otherwise
dispose of, in whole or in part, mines, mining rights, and claims, metalliferous
lands,  water, water rights,  oil and gas properties and interests therein,  and
any rights, rights of way, easements, privileges, permits or franchises suitable
or convenient  for any of the purposes of the business,  and to deal in the same
and the products therefrom in every way.


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     Section  2.  To  purchase  or  otherwise  acquire,  own,  mortgage,   sell,
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal in
and with real and personal  property of every kind, class,  description,  and to
generally engage in, do and perform any enterprise,  act, transaction or venture
that a natural person might or could do or perform.

     Section 3. To issue promissory notes, bonds, debentures and other evidences
of  indebtedness  in  the  furtherance  of any of  the  stated  purposes  of the
Corporation.

     Section 4. To enter into or execute  contracts  of any kind and  character,
sealed  or  unsealed,  with  individuals,   firms,  associations,   corporations
(private, public, or municipal),  political subdivisions of the United States or
with the Government of the United States and North America.

     Section 5. To buy,  acquire,  own,  pledge,  and sell bonds,  debentures or
other securities of any corporation (private or public),  any municipality,  any
state of the United States or the Government of the United States.

     Section 6. To do each and every thing necessary, suitable or proper for the
accomplishment  of any of the purposes or the  attainment  of any of the objects
herein  enumerated,  or which shall at any time appear conducive to or expedient
for the protection or benefit of the Corporation.

     Section  7. To engage  in any  lawful  business  or  activity  which may be
conducted  under the laws of the State of Utah  (including  but not  limited  to
those items  enumerated in Section  16-10a-302  of the Utah Revised  Corporation
Act) or any other state or nation wherein this  Corporation  shall be authorized
to transact business.

                                   ARTICLE IV

                                 CAPITALIZATION

     The  aggregate  number  of  shares  which the  Corporation  shall  have the
authority to issue is 100,000,000  (One Hundred  Million) common shares of $0.01
par value, and 20,000,000  (Twenty Million) preferred shares of par value $0.01,
such  preferred  shares  to be  designated  as to  series,  class,  preferences,
limitations,  and other  provisions  as the Board of Directors  may from time to
time so designate.

     The  Corporation  does  hereby  provide  for the  issuance  of a series  of
Preferred Stock of the  Corporation,  consisting of 2,500,000 shares which shall
be designated as "Class A Preferred Stock" and does hereby fix and determine the
powers,  preferences  and rights  relating  to said Class A  Preferred  Stock as
hereinafter set forth:

          The Class A Preferred  Stock (a) is  convertible  into common stock of
     the  Corporation at $1.50 per share,  provided that (i) the shareholder has
     received  all the  shareholder's  dividends  as of the date of the proposed
     conversion, (ii) the shareholder has held the shares for at least one year,
     and (iii) the closing  price of the common stock has  exceeded  $3.00 for a
     period of 20 trading  days,  (b) bears a 15% annual  dividend on the amount
     the  shares  of  Series  A  Preferred  Stock  were

                                       2

<PAGE>

     purchased for by the shareholder, paid quarterly, and (c) shall be redeemed
     by the Corporation,  if not otherwise converted,  seven years from the date
     of issuance in cash or common stock, at the option of the  Corporation,  in
     an amount equal to the amount paid for the shares by the  shareholder  plus
     any accrued but unpaid  dividends.  The Corporation may force conversion of
     the Class A  Preferred  Stock at $1.50 per  share  upon all the  conditions
     contained in (a) being  satisfied.  The Class Preferred Stock shall have no
     voting rights.

                                    ARTICLE V

                            COMMENCEMENT OF BUSINESS

     The  Corporation  shall not commence  business  until at least One Thousand
Dollars  ($1,000) has been received by it as  consideration  for the issuance of
its shares.

                                   ARTICLE VI

                           REGISTERED OFFICE AND AGENT

     The address of the  registered  office of the  Corporation  is 1108 E South
Union Avenue,  Midvale,  Utah 84047 and the name of the registered  agent of the
Corporation at that address is All Search & Inspection, Inc.

                                   ARTICLE VII

                                    DIRECTORS

     The  Corporation  shall  have a  minimum  of  three  and a  maximum  of ten
directors as shall be set by the Bylaws of the Corporation.

                                  ARTICLE VIII

                            RIGHT TO PURCHASE SHARES

     Section  1.  In  accordance  with a  resolution  adopted  by its  Board  of
Directors,  the  Corporation  shall have the right to purchase its own shares to
the extent of its  unreserved  and  unrestricted  earned surplus and also to the
extent of its unreserved and unrestricted capital surplus.

     Section 2. The Board of Directors of the  Corporation  may  designate  such
committee or committees as it determines in accordance with law to exercise such
authority as the Board of Directors shall delegate in the resolution designating
such committee or committees.

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                                   ARTICLE IX

                                 INDEMNIFICATION

     As the Board of Directors may from time to time provide in the Bylaws,  the
Corporation may indemnify its officers,  directors,  agents and other persons to
the full extent now or hereafter permitted by the laws of the State of Utah.

                                    ARTICLE X

                            SUPERSESSION OF ORIGINAL
                            ARTICLES OF INCORPORATION

     The foregoing Revised Articles of Incorporation  superseded in all respects
the  original  Articles  of  Incorporation  and all  amendments  thereto  of the
Corporation.

                                   ARTICLE XI

                       LIMITATION ON DIRECTOR'S LIABILITY

     A  director  of  the  Company  shall  have  no  personal  liability  to the
Corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty.  However,  this provision  shall not eliminate or limit the liability of a
director of the Corporation:

     (a)  For any breach of the director's duty of loyalty to the Corporation or
          its shareholders;

     (b)  For acts or omissions not in good faith or which  involve  intentional
          misconduct or a knowing violation of law;

     (c)  For actions  under  Section  16-10a-841  of the Utah Revised  Business
          Corporation Act; or

     (d)  For any  transaction  from  which the  director  derived  an  improper
          personal benefit.





DATED: November 12, 2003
                                                    /s/ John Ryan
                                                    ----------------------------
                                                    John Ryan
                                                    Vice President and Secretary