EXHIBIT 3.1


                                   CERTIFICATE
                       RESTATED ARTICLES OF INCORPORATION
                          OF ASI TECHNOLOGY CORPORATION


         Pursuant to NRS 78.403, the undersigned, certifies as follows:

         1. The  name of the  corporation  is ASI  Technology  Corporation.  The
original  Articles of  Incorporation  were filed with the  Secretary of State on
January 10, 1931; on August 31, 1973,  Restated  Articles of Incorporation  were
filed;  an  Amendment  filed with the  Secretary  of State on September 1, 1998,
changed the name of the corporation  from Associated  Smelters  International to
ASI.

         2. The text of the Articles of  Incorporation is restated as amended to
the date of this  Certificate and supersedes the original and Restated  Articles
of Incorporation previously filed with the Secretary of State.

         3. The name of the Corporation is ASI Technology Corporation.

         4. The period of existence of the corporation is perpetual.

         5. The address of the registered  office of the corporation is 2345 Red
Rock St., Suite 310, Las Vegas, Clark County, Nevada 89146.

         6. The name of the Resident Agent of the  corporation at the address is
Neil J. Beller, Esq.

         7. (A) Classes of Stock:  The  Corporation  is  authorized to issue two
classes of stock to be designated,  respectively,  "Common Stock" and "Preferred
Stock".  The total number of shares which the corporation is authorized to issue
is eleven million (11,000,000) shares, each with a par value of $0.02 per share.
Ten  Million   (10,000,000)  shares  shall  be  Common  Stock  and  One  Million
(1,000,000) shares shall be Preferred Stock.



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                  (B) Rights,  Preferences and  Restrictions of Preferred Stock:
The Preferred Stock authorized by these Articles of Incorporation  may be issued
from  time to time  in one or  more  series.  The  Board  of  Directors  of this
Corporation  is hereby  authorized,  within  the  limitations  and  restrictions
prescribed by law or stated in these Articles of Incorporation,  and by filing a
certificate  pursuant to applicable  law of the State of Nevada,  to provide for
the issuance of Preferred Stock in series and (i) to establish from time to time
the number of shares to be included in each such series;  (ii) to fix the voting
powers, designations, powers, preferences and relative, participating,  optional
or other  rights  of the  shares  of each such  series  and the  qualifications,
limitations or restrictions thereof, including but not limited to, the fixing or
alteration of the dividend rights, dividend rate, conversion rights,  conversion
rates,  voting rights,  rights and terms of redemption  (including  sinking fund
provisions),  the redemption price or prices, and the liquidation preferences of
any wholly unissued series of shares of Preferred  Stock;  and (iii) to increase
or decrease  the number of shares of such series then  outstanding.  In case the
number of shares of any series shall be so  decreased,  the shares  constituting
such  decrease  shall  resume the status which they had prior to the adoption of
the adoption of the  resolution  originally  fixing the number of shares of such
series.

                  (C) Rights,  Preferences and Restrictions of Common Stock: The
Common Stock  authorized by these Articles of  Incorporation  may be issued from
time to time in one or more  series.  The first  series of Common Stock shall be
designated "Common Stock" and shall consist of Ten Million  (10,000,000) shares.
The rights, preferences,  privileges, and restrictions granted to and imposed on
the Common Stock are as set forth below in this Article 7(C).

                           (1)  Dividend  Provisions:  Subject  to the rights of
series of Preferred Stock which may from time to time come into  existence,  the
holders of shares of Common Stock shall be entitled to receive dividends, out of
any assets legally available  therefor,  payable when, as and if declared by the
Board of Directors. Such dividends shall not be cumulative. Dividends payable to
the holders of Common Stock shall be paid ratably to such holders in  proportion
to the  number of  shares  of Common  Stock  (regardless  of  series)  then held
thereby.

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                           (2)  Liquidation  Preference:  In  the  event  of any
liquidation,  dissolution or winding up of the Corporation,  either voluntary or
involuntary,  subject to the rights of series of  Preferred  Stock that may from
time to time come into existence, the entire assets and funds of the corporation
legally  available  for  distribution  shall be  distributed  ratably  among the
holders of the Common  Stock  according  to the number of shares of Common Stock
(regardless of series) then held thereby.

                           (3)  Redemption:  The Common Stock is not redeemable,
provided that nothing herein shall prevent the corporation  from (a) offering to
repurchase  shares of its Common  Stock or  Preferred  Stock should the Board of
Directors  resolve to make any such offer, or from  consummating  any repurchase
transaction  resulting from such offer, or (b) repurchasing shares of its Common
Stock or Preferred Stock pursuant to a contractual  agreement giving the Company
the right to so repurchase any such shares.

                  (D)  Distributions:  Subject to the terms of these Articles of
Incorporation  and  to the  fullest  extent  permitted  by  the  Nevada  Revised
Statutes, the Corporation shall be expressly permitted to redeem, repurchase, or
make  distributions,  as that term is defined  in  Section  78.191 of the Nevada
Revised  Statutes,  with  respect  to the  shares  of its  capital  stock in all
circumstances other than where doing so would cause the Corporation to be unable
to pay its debts as they become due in the usual course of business.

         8. The  business and  pursuits of the  Corporation  shall be any lawful
activity, subject to the provisions of NRS 78.045.

         9. The number of  directors  of this  corporation  shall be in no event
less  than  three  and that  until  changed  by  unanimous  vote of the Board of
Directors of this corporation the present number of directors shall be four.

         10. No Shareholders shall have preemptive rights to subscribe to shares
of stock of the corporation of the same class or otherwise and the provisions of
NRS 78.265 are waived.

         11. The annual meeting of  stockholders  of this  corporation  shall be
held on the date

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and at the time and place as shall be designated  from time to time by the Board
of  Directors  and  stated in the  Notice of the  Meeting,  for the  purpose  of
electing  Directors of the  Corporation to serve during the ensuing year and for
the  transaction  of such  other  business  that may  properly  come  before the
meeting. A majority of the outstanding capital stock having the right to vote as
shown on the books of the company on the date of the giving of the notice of the
annual meeting or any special meeting shall  constitute a quorum for the holding
of the annual or special stockholders meeting.

         12. Pursuant to NRS 78.225,  no stockholder is individually  liable for
the debts of the corporation.

         13. No corporate  director or officer shall be personally liable to the
corporation  or its  stockholders  for damages for breach of  fiduciary  duty as
director  or  officer  of the  corporation  except  for his  acts  or  omissions
involving  intentional  misconduct,  fraud,  a knowing  violation  of law or the
payment of dividends in violation of NRS 78.300.

         14. To the extent  that a Director,  Officer,  Employee or Agent of the
Corporation has been successful on the merits or otherwise in the defense of any
action,  suit or proceeding set forth in NRS 78.7502(1 & 2) or in any defense of
any claim,  issue or matter  therein,  the  Corporation  may  indemnify  him/her
against expenses, including attorney's fees, actually and reasonably incurred by
him/her in connection with the defense.

         15. The  holders of at least the  majority  of shares have voted for or
signed  a  written  consent  to  the  adoption  of  the  Restated   Articles  of
Incorporation.

         16.  These  Restated   Articles  of  Incorporation   were  approved  by
authorization of the Board of Directors July 5, 2000.


/s/ JERRY E. POLIS                                        /s/ ERIC POLIS
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Jerry Polis, President                                    Eric Polis, Secretary

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