<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>form10sb-ex21.txt
<TEXT>
                                                           [EXHIBIT 2.1]

                     RESTATED ARTICLES OF INCORPORATION

                                    OF

                     THIRD-ORDER NANOTECHNOLOGIES, INC.

     Pursuant to Nevada Revised Statutes Section 78.403, the
undersigned officer of Third-Order Nanotechnologies, Inc. does hereby
declare and certify that:


1.   He constitutes the duly elected and acting Secretary of the
     corporation, which is duly organized and existing under the laws
     of the State of Nevada.

2.   He has been authorized to sign and to file these Restated Articles
     of Incorporation with the Secretary of State pursuant to a resolution
     of the board of directors adopted on January 9, 2007.

3.   The original Articles of Incorporation of the corporation were
     filed with the Secretary of State on June 24, 1997, and subsequently
     amended on, July 14, 2004, May 3, 2005, and October 10, 2006.

4.   These Restated Articles of Incorporation correctly sets forth the
     text of the Articles of Incorporation, as amended, to the date of
     the hereof.


5.   The Articles of Incorporation of the corporation are hereby
     restated in their entirety as follows:

                             ARTICLE I - NAME
                             ----------------

     The name of the corporation is Third-Order Nanotechnologies, Inc.

                          ARTICLE II - DURATION
                          ---------------------

     The duration of the corporation is perpetual.

                          ARTICLE III - PURPOSES
                          ----------------------

     The purpose or purposes for which this corporation is organized are:

     (a)   To engage in the specific business of marketing
           Internet services, and conduct related business, and
           to engage in any other lawful acts, activities and
           pursuits for which a corporation may be organized
           under Nevada law.  Also, to acquire, develop, explore
           and otherwise deal in and with all kinds of real and
           personal property and all related activities, and for
           any and all other lawful purposes.
     (b)   To acquire by purchase, exchange, gift, bequest,
           subscription, or otherwise; and to hold, own, mortgage,
           pledge, hypothecate, sell, assign, transfer, exchange, or
           otherwise dispose of or deal in or with its own corporate
           securities or stock or other securities including, without
           limitations, any shares of stock, bonds, debentures, notes,
           mortgages, or other obligations, and any certificates, receipts


<PAGE>


           or other instruments representing rights or interests therein
           on any property or assets created or issued by any person,
           firm, associate, or corporation, or instrumentalities thereof;
           to make payment therefor in any lawful manner or to issue in
           exchange therefor its unreserved earned surplus for the purchase
           of its own shares, and to exercise as owner or holder of any
           securities, any and all rights, powers, and privileges in
           respect thereof.
     (c)   To do each and everything necessary, suitable, or proper for the
           accomplishment of any of the purposes or the attainment of any
           one or more of the subjects herein enumerated, or which may, at
           any time, appear conducive to or expedient for the protection
           or benefit of this corporation, and to do said acts as fully
           and to the same extent as natural persons might, or could do in
           any part of the world as principals, agents, partners, trustees,
           or otherwise, either alone or in conjunction with any other
           person, association, or corporation.
     (d)   The foregoing clauses shall be construed both as purposes and
           powers and shall not be held to limit or restrict in any manner
           the general powers of the corporation, and the enjoyment and
           exercise thereof, as conferred by the laws of the state of
           Nevada; and it is the intention that the purposes and powers
           specified in each of the paragraphs of this Article III shall
           be regarded as independent purposes and powers.

                           ARTICLE IV - STOCK
                           ------------------

     The aggregate number of shares which this corporation shall
have authority to issue is 50,000,000 shares of Common Stock
having a par value of $0.001 per share and 1,000,000 shares of
Preferred Stock having a par value of $0.001 per share.  All
Common Stock of the corporation shall be of the same class, and
shall have the same rights and preferences.  The corporation
shall have authority to issue the shares of Preferred Stock in
one or more series with such rights, preferences and designations
as determined by the Board of Directors of the corporation.
Fully-paid stock of this corporation shall not be liable to any
further call or assessment.

                          ARTICLE V - AMENDMENT
                          ---------------------

     These Restated Articles of Incorporation may be amended by
the affirmative vote of a majority of the shares entitled to vote
on each such amendment.

                      ARTICLE VI - SHAREHOLDERS RIGHTS
                      --------------------------------

     The authorized but unissued stock of this corporation may
be issued at such time, upon such terms and conditions and for
such consideration as the Board of Directors shall determine.
Shareholders shall not have pre-emptive rights to acquire
unissued shares of the stock of this corporation.

                         ARTICLE VII - DIRECTORS
                         -----------------------

     The directors are hereby given the authority to do any act
on behalf of the corporation by law and in each instance where
the Business Corporation Act provides that the directors may act
in certain instances where the articles of incorporation


<PAGE>


authorize such action by the directors, the directors are hereby
given authority to act in such instances without specifically
numerating such potential action or instance herein.

     The directors are specifically given the authority to
mortgage or pledge any or all assets of the business without
stockholders' approval.

                            ARTICLE VIII
         COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
         ----------------------------------------------------

     No contract or other transaction between this corporation
and any one or more of its directors or officers or any other
corporation, firm, association, or entity in which one or more of
its directors or officers are financially interested, shall be
either void or voidable because of such relationship or interest,
or because such person is present at the meeting of the Board of
Directors, or a committee thereof, which authorizes, approves, or
ratifies such contract or transaction, or because his or their
votes are counted for such purpose if:  (a)  the fact of such
relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies
the contract or transaction in good faith by vote or consent
sufficient for the purpose without counting the votes or consents
of such interested director; or (b) the fact of such relationship
or interest is disclosed or known to the stockholders entitled to
vote and they authorize, approve, or ratify such contract or
transaction by vote or written consent, (c) the fact of the
common directorship, office or financial interest is not
disclosed or known to the director or officer at the time of the
transaction is brought before the Board of Directors of the
corporation for action; or (d)  the contract or transaction is
fair and reasonable to the corporation at the time it is
approved.

     Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or committee thereof which authorizes, approves, or
ratifies such contract or transaction.

                            ARTICLE IX
               LIABILITY OF DIRECTORS AND OFFICERS
               -----------------------------------

     No director of officer shall be personally liable to the
corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such person as a director or officer.
Notwithstanding the foregoing sentence, a director or officer
shall be liable to the extent provided by applicable law, (i) for
acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) for the payment of dividends
in violation of NRS 78.300.
	The provisions hereof shall not apply to or have any effect
on the liability or alleged liability of any officer or director
of the corporation for or with respect to any acts or omissions
of such person occurring prior to such amendment.


     The undersigned has hereunto executed these Restated
Articles of Incorporation as of the _16_ day of January 2007.


By:/s/ Andrew Ashton
   -------------------------
   Andrew Ashton, Secretary


<PAGE>


</TEXT>
</DOCUMENT>
