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                                  EXHIBIT 3.1

                Amended and Restated Articles of Incorporation
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                             RESTATED AND AMENDED
                           ARTICLES OF INCORPORATION
                                      OF
                     BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
                     ------------------------------------

The undersigned, being of legal age, in order to form a corporation under and
pursuant to the laws of the State of Nevada, do hereby set forth as follows:

     FIRST:  The name of this corporation is

             BBJ ENVIRONMENTAL TECHNOLOGIES, INC.

     SECOND: The address of the registered office and registered agent in the
state is c/o Corporate Services Group, LLC, 723 South Casino Center Blvd, 2nd
Floor, Las Vegas, Nevada and the name of the registered agent at said address is
Corporate Services Group, LLC.

     THIRD:  The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the corporation laws of
the State of Nevada.

     FOURTH: The corporation shall be authorized to issue the following shares:

             Class        Number of Shares  Par Value
             -----        ----------------  ---------

             Common             50,000,000      $.001
             Preferred           5,000,000      $1.00

     A.  Shares of Preferred Stock may be issued from time to time in one or
more series, each such series to have such designation as may be fixed by the
Board of Directors prior to the issuance of any shares thereof. Each such series
shall have such preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions thereof as shall be
stated in the resolution or resolutions providing for the issue of such series
of Preferred Stock as may be adopted by the Board of Directors. The Preferred
Stock of any series shall or may be (a) subject to redemption at such time or
times and at such price or prices and upon such terms and conditions; (b)
entitled to receive dividends at such rates, on such conditions and at such
times; (c) entitled to such rights in the event of voluntary or involuntary
liquidation or upon the dissolution of, or upon the distribution of the assets
of the corporation; (d) have such sinking fund provisions for the redemption or
purchase of shares; (e) have such voting rights; and (f) be made convertible
into, or exchangeable for, shares of any other class or classes, or any other
series of the same or any other class or classes of stock of the corporation at
such price or prices or at such rates of exchange and with such adjustment as
shall or may be provided, stated, or expressed in the resolution or resolutions
adopted by the Board of Directors of the corporation providing for the issue of
such series.
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     B.  The Common Stock of the corporation shall be subject to the prior
rights of the Preferred Stock as may be set forth in the resolution or
resolutions by the Board of Directors providing for the issuance of the
Preferred Stock.  Except for such voting rights as may be provided for in the
resolution or resolutions creating any one or more series of Preferred Stock,
sole voting rights shall be in the Common Stock.

     C.  No shareholder of this corporation shall by reason of his holding
shares of any class have any pre-emptive or preferential right to purchase or
subscribe to any shares of any class of this corporation, now or hereafter to be
authorized, or any notes, debentures, bonds, or other securities convertible
into or carrying warrants or options to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares or
such notes, debentures, bonds or other securities would adversely affect the
dividend or voting rights of such shareholder other than such rights.

     D.  Cumulative voting of shares of stock is not authorized.

     FIFTH:   Left blank intentionally.

     SIXTH:   Left blank intentionally.

     SEVENTH: The period of duration of the corporation shall be perpetual.

     EIGHTH:  The corporation may, to the fullest extent permitted by Section
78.75l of the Nevada General Corporation Law, indemnify any and all directors
and officers whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matter referred to in
or covered by such section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which the persons so indemnified
may be entitled under any By-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity by holding such office, and shall continue
as to a person who has ceased to be a director or officer and shall inure to the
benefits of the heirs, executors and administrators of such a person.

     NINTH:   No holder of stock of any class of the Corporation shall be
entitled to as a matter of right, preemptive or otherwise, to subscribe for,
purchase, or receive any part of any new or additional shares of stock of any
class, whether now or hereafter authorized, or bonds, debentures, or other
evidences of indebtedness convertible into or exchangeable for stock, but all
such new or additional shares of stock of any class, or bonds, debentures, or
other evidences of indebtedness convertible into or exchangeable for stock may
be issued and disposed of by the board of directors of the Corporation on such
terms, for such consideration, so far as may be permitted by law, and to such
person or persons as the board of directors in its absolute discretion may deem
advisable.

     TENTH:   On the effective date, May 31, 2000, the Common Stock of the
Corporation will be reverse split on a one-for-three basis so that each share of
Common Stock issued and outstanding immediately prior to May 31, 2000 shall
automatically be converted into and reconstituted as one-third of a share of
Common Stock (the "Reverse
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Split"). No fractional shares will be issued by the Corporation as a result of
the Reverse Split. Each fractional share shall be rounded into one whole share.

     IN WITNESS WHEREOF, said BBJ Environmental Technologies, Inc. has caused
this Certificate to be signed by Jerry V. Schinella, its President, and attested
by Michael J. Gordon, its Secretary, this 29th day of May, 2001.


                         BBJ Environmental Technologies, Inc.



                         By:  /s/ Jerry V. Schinella
                              Jerry V. Schinella, President & COO


ATTEST:

/s/ Michael J. Gordon

Michael J. Gordon, VP & Secretary