Exhibit 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         DIGITAL LIFESTYLES GROUP, INC.

                            (A DELAWARE CORPORATION)

                         (PURSUANT TO SECTION 245 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

     Digital Lifestyles Group, Inc. (the "Corporation"), a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"DGCL"), hereby certifies that:

1.   The Corporation was originally incorporated pursuant to the DGCL on May 17,
     1994 by filing its original Certificate of Incorporation under the name CD
     KIDZ INC. The name of the Corporation was changed to Wanderlust
     Interactive, Inc. pursuant to the Certificate of Amendment filed with the
     Secretary of State of the State of Delaware on March 20, 1995. The name of
     the Corporation was changed to Adrenalin Interactive, Inc. pursuant to the
     Certificate of Amendment filed with the Secretary of State of the State of
     Delaware on May 14, 1998. The name of the Corporation was changed to Mcglen
     Internet Group, Inc. pursuant to the Certificate of Amendment filed with
     the Secretary of State of the State of Delaware on December 6, 1999. The
     name of the Corporation was changed to Northgate Innovations, Inc. pursuant
     to the Certificate of Amendment filed with the Secretary of State of the
     State of Delaware on March 15, 2002. The name of the Corporation was
     changed to Digital Lifestyles Group, Inc. pursuant to the Certificate of
     Ownership filed with the Secretary of State of the State of Delaware on
     June 23, 2004.

2.   Pursuant to Section 245 of the DGCL, this Restated Certificate of
     Incorporation (this "Certificate") restates and integrates but does not
     further amend the provisions of the Certificate of Incorporation of the
     Corporation as theretofore amended or supplemented, and there is no
     discrepancy between those provisions and the provisions of this
     Certificate. This Certificate has been duly adopted in accordance with
     Section 245 of the DGCL.

3.   The text of the Certificate of Incorporation of the Corporation is hereby
     restated in its entirety to read as follows:

     FIRST: The name of the Corporation is Digital Lifestyles Group, Inc.

     SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, City of over 19901, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized wider the General Corporation
Law of the State of Delaware.

     FOURTH:

     (a)  The maximum number of shares which the Corporation shall have
          authority to issue is One Hundred and Five Million (105,000,000), of
          which One Hundred Million (100,000,000) shares shall be Common Stock,
          having a par value of $.03 per share, and Five Million (5,000,000)
          shares shall be Preferred Stock, having a par value of $.01 per share.

     (b)  Except as otherwise provided by law, this certificate of incorporation
          or a certificate fixing the terms, limitations or relative rights of
          any series of series preferred stock, the common stock possess all
          voting, dividend and liquidation rights.

     The terms, limitations or relative rights or preferences of the series
preferred stock shall be as follows:

     The Board of Directors may authorize the issuance from time to time of the
series preferred stock in one or more series and with such designations,
preferences, qualifications, limitations, restrictions and special or relative
rights (which


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may differ with respect to each series) as the board may fix by resolution.
Without limiting the foregoing, the Board of Directors is authorized to fix with
respect to each series:

     (1)  the number of shares which shall constitute the series and the name of
          the series;

     (2)  the rate and times at which, and the preferences and conditions under
          which, dividends shall be payable on shares of the series and the
          status of such dividends as cumulative or noncumulative and as
          participating or nonparticipating,

     (3)  the prices, times and terms, if any, at or upon which shares of the
          series shall be subject to redemption;

     (4)  the rights, if any, of holders to convert such shares into, or to
          exchange such shares for, shares of any other class of stock of the
          Corporation;

     (5)  the terms of the sinking fund or redemption or purchase account, if
          any, to be provided for shares of the series;

     (6)  the rights and preferences, if any, of the holders of shares of the
          series upon any litigation, dissolution or winding up of the affairs
          of, or upon any distribution of the assets of, the Corporation;

     (7)  the limitations, if any, applicable while such series is outstanding,
          on the payment of dividends or making of distributions on, or the
          acquisition of, the common stock or any other class of stock which
          docs not rank senior to the shares of the series;

     (8)  the voting rights, if any, to be provided for shares of the series.

     (c)  Subject to the provisions of this Certificate of Incorporation and
          except as otherwise provided by law, the shares of the Corporation,
          regardless of class, may be issued for such consideration and for such
          corporate purposes as the Board of Directors may from time to time
          determine.

     FIFTH: The Corporation is to have perpetual existence.

     SIXTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of ss.291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of ss.279 of Title 8 of the Delaware Code order
a meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation as the case may be, and also on this
Corporation.

     SEVENTH: For the management of the business and for the conduct of the
affairs of the Corporation and in further definition, limitation, and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

     1. The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed by, or in the
manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total
number at directors" shall be deemed to have the same meaning, to wit, the total
number of directors which the Corporation would have if there were no vacancies.
No election of directors need be by written ballot.

     2. After the original or other Bylaws of the Corporation have been adopted,
amended, or repealed, as the case may be, in accordance with the provisions of
ss.109 of the General Corporation Law of the State of Delaware and,


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after the Corporation has received any payment for any of its stock, the power
to adopt, amend, or repeal the Bylaws of the Corporation may be exercised by the
Board of Directors of the Corporation; provided, however that any provision for
the classification of directors of the Corporation for staggered terms pursuant
to the provisions of subsection (d) of ss.141 of the General Corporation Law of
the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw
adopted by the stockholders entitled to vote of the Corporation unless
provisions for such classification shall be set forth in this certificate of
incorporation.

     3. Whenever the Corporation shall be authorized to issue only one class of
stock, each outstanding share shall entitle the holder thereof to notice of, and
the right to vote at, any meeting of stockholders. Whenever the Corporation
shall be authorized to issue more than one class of stock, no outstanding share
of any class of stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the right to
vote at any meeting of stockholders except as the provisions of paragraph (2) of
subsection (b) of ss.242 of the General Corporation Law of the State of Delaware
shall otherwise require; provided that no share of any such class which is
otherwise denied voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.

     EIGHTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of ss.102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.

     NINTH: The Corporation shall, to the fullest extent permitted by the
provisions of ss.145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.

     TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
certificate of incorporation and granted subject to the provisions of this
Article TENTH.

     IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of
the Corporation, does now make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this 27th day of September, 2004.



                                       /s/ Kent A. Savage
                                       ---------------------------------
                                       Kent A. Savage
                                       Chief Executive Officer