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                                                                     EXHIBIT 3.1


                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             MAGNOLIA VENTURES, INC.
                              A NEVADA CORPORATION


Richard Henry certifies that:

1.       He is the President and Secretary of MAGNOLIA VENTURES, INC., a Nevada
         corporation (the "Corporation").

2.       The Articles of Incorporation of the Corporation are amended and
         restated to read in their entirety as follows

                                    ARTICLE I

                                      NAME
                                      ----

         The name of the corporation is AP Henderson Group.

                                   ARTICLE II

                                     PURPOSE
                                     -------

         The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.

                                   ARTICLE III

                                 SHARES OF STOCK
                                 ---------------

         The aggregate number of shares of all classes of capital stock which
the corporation shall have authority to issue is Two Hundred Twenty-Five Million
(225,000,000), consisting of (i) Two Hundred Million (200,000,000) shares of
common stock, par value $.001 per share (the "Common Stock"), and (ii)
Twenty-Five Million (25,000,000) shares of preferred stock, par value $.001 per
share (the "Preferred Stock"). The Preferred Stock may be issued from time to
time in one or more series. The board of directors is authorized to fix the
number of shares of any series of Preferred Stock, to determine the designation
of any such series and to determine or alter the rights, preferences,
privileges, qualifications, limitations and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock and, within the limits and
restrictions stated in any resolution or resolutions of the board of directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of shares of
that series. Each one (1) share of common stock issued and outstanding on the
effective date of these Restated Articles of Incorporation shall be
automatically converted into 1.875 shares of common stock.



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                                   ARTICLE IV

                                    DIRECTORS
                                    ---------

     Section 4.01. GOVERNING BOARD. The members of the Governing Board of the
corporation shall be styled as directors.

     Section 4.02. INITIAL BOARD OF DIRECTORS. The initial Board of Directors
shall consist of one (1) member.

     Section 4.03. CHANGE IN NUMBER OF DIRECTORS. The number of directors may be
increased or decreased by a duly adopted amendment to the Bylaws of the
corporation.

                                    ARTICLE V

                               PERIOD OF DURATION
                               ------------------

         The corporation shall have a perpetual existence.

                                   ARTICLE VI

                       DIRECTORS' AND OFFICERS' LIABILITY
                       ----------------------------------

         The personal liability of a director or officer to the corporation or
its stockholders for damages for breach of fiduciary duty as a director or
officer shall be eliminated to the fullest extent permissible under Nevada law
except for: (a) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or (b) the payment of distributions in violation of
Section 78.300 of the Nevada Revised Statutes.

         If the Nevada Revised Statutes are hereinafter amended to authorize the
further elimination or limitation of the liability of a director or officer,
then the liability of a director or officer of the corporation shall be
eliminated or limited to the fullest extent permitted by the Nevada Revised
Statutes, so as amended.

         Any repeal or modification of the foregoing provisions of Article VI by
the stockholders of the corporation shall not adversely affect any right or
protection of a director or officer of the corporation existing prior to the
date when such repeal or modification becomes effective.


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                                   ARTICLE VII

                                    AMENDMENT
                                    ---------

         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.

3.       The foregoing Restated Articles of Incorporation have been approved by
         all members of the Corporation's board of directors by resolutions duly
         adopted by Unanimous Written Consent dated January 15, 2003.

4.       The foregoing Restated Articles of Incorporation have been duly
         approved by the required vote of stockholders in accordance with
         Section 78.390 of the Nevada General Corporation Law. The number of
         shares of capital stock of the Corporation outstanding and entitled to
         vote on these Restated Articles of Incorporation is 24,000,000. The
         Restated Articles of Incorporation have been duly approved by the vote
         of the stockholders owning at least a majority of the issued and
         outstanding shares of capital stock of the Corporation by resolutions
         duly adopted at a special meeting of stockholders held on February 8,
         2003.

The undersigned hereby declares and certifies that the facts herein stated are
true and correct to his own knowledge and that these Restated Articles of
Incorporation were executed on February 8, 2003.

                                         /s/ RICHARD HENRY
                                         --------------------------------
                                         RICHARD HENRY
                                         President and Secretary




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