AMENDED AND RESTATED ARTICLES

Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
CIGAR KING CORPORATION


Pursuant to NRS 78.403, CIGAR KING CORPORATION (the "Corporation"), under
Nevada General Corporation Law (Title 7, Chapter 78 of the Nevada Revised
Statutes) adopts the following Amended and Restated Articles of Incorporation.


ARTICLE I
NAME

The name of the Corporation shall be STARBERRYS CORPORATION.


ARTICLE II
REGISTERED AGENT AND REGISTERED OFFICE

The registered agent and registered office of the Corporation shall be as
follows:

National Registered Agents, Inc. of Nevada
1000 E. Williams Street, Suite 204
Carson City, Nevada 89701


ARTICLE III
DURATION

The duration of the Corporation's existence shall be perpetual.


ARTICLE IV
PURPOSES

The purposes for which the Corporation is organized are as follows:

To engage in any business, trade or activity which lawfully may be
conducted or permitted under Nevada General Corporation Law, Chapter 78 of the
Nevada Revised Statutes. The Corporation also shall have the authority to engage
in any and all such activities as are incidental or conducive to the attainment
of the purpose or purposes of this Corporation.


ARTICLE V
POWERS

The powers of the Corporation shall be those powers granted by NRS 78.060
and 78.070 of the Nevada Revised Statutes under which this Corporation is
formed. In addition, the Corporation shall be entitled to exercise any and all
other powers authorized or permitted under any laws that now may be or hereafter
become applicable or available to this Corporation.


1

ARTICLE VI
SHARES

Section 1. Authorized Capital. The Corporation is authorized to issue two
classes of capital stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares of capital stock which this
Corporation is authorized to issue is Two Hundred Million (200,000,000) shares
of Common Stock, par value $.001 per share, and Fifty Million (50,000,000)
shares of Preferred Stock, par value $.001 per share. The Common Stock is
subject to the rights and preferences of the Preferred Stock as set forth below.

Section 2. Issuance of Preferred Stock in Series. The Preferred Stock may
be issued from time to time in one or more series in any manner permitted by law
and the provisions of these Articles of Incorporation, as determined from time
to time by the Board of Directors of the Corporation and stated in the
resolution or resolutions providing for the issuance thereof, prior to the
issuance of any shares thereof. The Board of Directors shall have the authority
to fix and determine and to amend, subject to these provisions, the designation,
preferences, limitations and relative rights of the shares (including, without
limitation, such matters as dividends, redemption, liquidation, conversion and
voting) of any series that is wholly unissued or to be established. Unless
otherwise specifically provided in the resolution establishing any series, the
Board of Directors shall further have the authority, after the issuance of
shares of a series whose number it has designated, to amend the resolution
establishing such series to decrease the number of shares of that series, but
not below the number of shares of such series then outstanding.

Section 3. Consideration for Shares. The capital stock of the Corporation
shall be issued for such consideration as shall be fixed from time to time by
the Board of Directors. In the absence of fraud, the judgment of the Directors
as to the value of any property or services received in full or partial payment
for shares shall be conclusive. When shares are issued upon payment of the
consideration fixed by the Board of Directors, such shares shall be taken to be
fully paid and non-assessable.

Section 4. Dividends. Dividends in cash, property or shares of the
Corporation may be paid, if, as and when declared by the Board of Directors, out
of funds of the Corporation to the extent and in the manner permitted by law.


ARTICLE VII
ASSESSMENT OF STOCK

The capital stock of this Corporation, after the amount of the subscription
price has been fully paid in, shall not be assessable for any purpose, and no
stock issued as fully paid up shall ever be assessable or assessed. The holders
of such stock shall not be individually responsible for the debts, contracts, or
liabilities of the Corporation and shall not be liable for assessments to
restore impairments in the capital of the Corporation.



2

ARTICLE VIII
DIRECTORS

The business of the Corporation shall be managed by a Board of Directors.
The number of directors constituting the Board of Directors may be increased or
decreased from time to time in the manner specified in the Bylaws of this
Corporation; provided, however, that the number shall not be less than one (1)
nor more than eight (8), and shall not be increased by more than three directors
in any calendar year. In case of a vacancy in the Board of Directors, including
those caused by an increase in the number of directors, a majority of the
remaining directors, though less than a quorum, may appoint someone to fill such
vacancy and such appointed director or directors shall serve until the election
and qualification of a successor at the next annual meeting of the stockholders
or until a special meeting is called for the purpose of electing director(s) for
that position(s).

ARTICLE IX
LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS

The personal liability of all of the officers and directors of the
corporation is hereby eliminated to the fullest extent allowed as provided by
the Nevada General Corporation Law, as the same may be supplemented and amended.


ARTICLE X
INDEMNIFICATION AND INSURANCE

Section 1. A director of this Corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for conduct as a
director, except for liability of the director: (i) for acts or omissions that
involve intentional misconduct by the director or a knowing violation of law by
the director, (ii) for conduct violating the Nevada General Corporation Law, or
(iii) for any transaction from which the director will personally receive a
benefit in money, property or services to which the director is not legally
entitled. If the Nevada General Corporation Law is amended in the future to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of this Corporation
shall be eliminated or limited to the full extent permitted by the Nevada
General Corporation Law, as so amended, without any requirement of further
action by the stockholders.

Section 2. The Corporation shall indemnify any individual made a party to a
proceeding because that individual is or was a director of the Corporation and
shall advance or reimburse the reasonable expenses incurred by the individual in
advance of final disposition of the proceeding, without regard to the
limitations in the Nevada General Corporation Law, or any other limitation which
may hereafter be enacted, to the extent such limitation may be disregarded if
authorized by the Articles of Incorporation or as permitted by applicable law.

Section 3. Any repeal or modification of this Article by the stockholders
of this Corporation shall not adversely affect any right of any individual who
is or was a director of the Corporation, which existed at the time of such
repeal or modification.

Section 4. To the fullest extent provided by Nevada General Corporation
Law, the Corporation also may indemnify any other person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the


3

ARTICLE X
INDEMNIFICATION AND INSURANCE
Continued

Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

Section 5. The Corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the Corporation has the authority to indemnify him
against such liability and expenses.


ARTICLE XI
PLACE OF MEETING; CORPORATE BOOKS

Subject to the laws of the State of Nevada, the stockholders and the
Directors shall have power to hold their meetings, and the Directors shall have
power to have an office or offices and to maintain the books of the Corporation
outside the State of Nevada, at such place or places as may from time to time be
designated in the Bylaws or by appropriate resolution.



ARTICLE XII
AMENDMENT OF ARTICLES

This Corporation reserves the right to amend, alter, change or repeal any
of the provisions contained in its Articles of Incorporation in any manner now
or hereafter prescribed or permitted by law. All rights of the stockholders,
directors and officers of this Corporation are granted subject to this
reservation.


ARTICLE XIII
PREEMPTIVE RIGHTS

No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of this Corporation.


4

ARTICLE XIV
CUMULATIVE VOTING

The stockholders of this Corporation shall not be entitled to cumulative
voting at the election of any directors.


ARTICLE XV
CONTRACTS IN WHICH DIRECTORS HAVE AN INTEREST

No contract or other transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and another corporation,
firm or association in which one or more of its directors or officers are
directors or officers or are financially interested, is void or voidable solely
for this reason or solely because any such director or officer is present at the
meeting of the Board of Directors or a committee thereof which authorizes or
approves the contract or transaction, or joins in the execution of a written
consent which authorizes or approves the contract or transaction, or because the
vote or votes of common or interested directors are counted for that purpose, if
the circumstances specified in any of the following paragraphs exists:

(a) The fact of the common directorship, office or financial interest is
known to the Board of Directors or committee and noted in the minutes, and the
Board or committee authorizes, approves or ratifies the contract or transaction
in good faith by a vote sufficient for the purpose without counting the vote or
votes of the common or interested director or directors.

(b) The fact of the common directorship, office or financial interest is
known to the stockholders, and they approve or ratify the contract or
transaction in good faith by a majority vote of stockholders holding a majority
of the voting power. The votes of the common or interested directors or officers
must be counted in any such vote of stockholders.

(c) The fact of the common directorship, office or financial interest is
not known to the director or officer at the time the transaction is brought
before the Board of Directors of the Corporation for action.

(d) The contract or transaction is fair as to the Corporation at the time
it is authorized or approved.

Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies a contract or transaction, and if the votes of
the common or interested directors are not counted at the meeting, then a
majority of the disinterested directors may authorize, approve or ratify a
contract or transaction.


ARTICLE XVI
BYLAWS

The Board of Directors shall have the power to adopt, amend, or repeal the
Bylaws of this Corporation, subject to the power of the stockholders to amend or
repeal such Bylaws. The stockholders shall also have the power to adopt, amend
or repeal the Bylaws of this Corporation.


5

ARTICLE XVII
APPROVAL OF CERTAIN ACTIONS

Except to the extent that any of the following actions are permitted to be
taken solely upon approval of the Board of Directors of the Corporation without
shareholder action pursuant to these Articles of Incorporation or applicable
Nevada General Corporation Law, any amendment of the Articles of Incorporation
or the Bylaws of the Corporation, approval of a plan of merger or share
exchange, authorizing the sale, lease, exchange or other disposition of all, or
substantially all of the Corporation's property, authorizing dissolution of the
Corporation or any increase in the authorized or issued capital stock of the
Corporation (whether pursuant to Article VI or otherwise), any cancellation,
redemption or purchase by the Corporation of any of its shares, any change in
the rights attached to any class of its shares, and any other reorganization of
the Corporation of any nature, shall require approval by each voting group
entitled to vote thereon by a simple majority of all the votes entitled to be
cast by that voting group.


ARTICLE XVIII
STOCKHOLDER VOTING ON SIGNIFICANT CORPORATE ACTION

Any corporate action for which Nevada General Corporation Law, as then in
effect, would otherwise require approval by either two-thirds vote of the
stockholders of the Corporation or by a two-thirds vote of one or more voting
groups shall be deemed approved by the stockholders or the voting group(s) if it
is approved by the affirmative vote of the holders of a majority of shares
entitled to vote or, if approval by voting groups is required, by the holders of
a majority of shares of each voting group entitled to vote separately.
Notwithstanding this Article, effect shall be given to any other provision of
these Articles of Incorporation that specifically requires a greater vote for
approval of any particular corporate action.


ARTICLE XIX
STOCKHOLDER ACTION BY WRITTEN CONSENT

Action required or permitted to be taken at a stockholders' meeting may be
taken without a meeting or a vote if the action is taken by stockholders holding
of record or otherwise entitled to vote in the aggregate not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote on the action were present and
voted. To the extent that Nevada General Corporation Law requires prior notice
of any such action to be given to non-consenting or non-voting stockholders,
written notice of such action shall be given at least five (5) days prior to the
effective date of such action, unless a greater period is required by law.


ARTICLE XX
QUORUM FOR MEETINGS OF STOCKHOLDERS

Except with respect to any greater requirement required by Nevada General
Corporation Law or the Bylaws of this Corporation, one-third of the votes
entitled to be cast on a matter by the holders of shares that are entitled to
vote and be counted collectively upon such matter, represented in person or by
proxy, shall constitute a quorum for the transaction of business at a meeting of
stockholders.



6

The undersigned officer of the Corporation hereby certifies that these
Amended and Restated Articles of Incorporation have been duly adopted by the
Board of Directors and approved by the stockholders of the Corporation.


Dated this 3rd day of September, 2002.


CIGAR KING CORPORATION

/ s / John H. Goodwin
---------------------------------------------
By: John H. Goodwin
Its: President and Chief Executive Officer

7