EXHIBIT 3.1

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                                    OF USCORP

                              A Nevada Corporation

I, the undersigned Secretary of USCorp, a Nevada Corporation to hereby certify:

That the  Shareholders of said  corporation,  at a special meeting  convened and
held in Las Vegas, Nevada on January 14, 2002, approved a resolution whereby the
Board of Directors  would amend Article IV of the Articles of  Incorporation.  A
majority of the shareholders  with voting rights were represented at the meeting
of  Stockholders  either in person or by proxy.  That the Board of  Directors by
unanimous  consent resolved to amend Article IV of the Articles of Incorporation
to read as follows:

ARTICLE FOURTH shall be amended to read as follows:

The amount of the total authorized common stock of this Corporation shall be One
Hundred Million  (100,000,000)  shares of common stock with a par value of $0.01
per share,  all of which stock shall be entitled to voting  power,  one vote per
share.  Shareholders  shall  not  have  preemptive  rights  or  be  entitled  to
cumulative  voting in  connection  with the shares of the  Corporation's  common
stock.

The amount of the total authorized  preferred stock of this Corporation shall be
Ten Million  (10,000,000) shares Voting Convertible  Preferred,  par value $0.10
per share, each share convertible to 8 shares voting common stock. The terms and
conditions  under which the convertible  preferred shares of the Corporation are
to converted shall be determined by the Board of Directors.

The number of shares of the  Corporation  outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 453,567;  and said change has been
consented  to and  approved by a majority  vote of the  Stockholders  holding at
least a  majority  of each  class  of stock  outstanding  and  entitled  to vote
thereon.


/s/Spencer Eubank, Corporate Secretary
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