SECRETARY OF  DELEWARE
                                                         SECRETARY OF  STATE
                                                      DIVISION  OF  CORPORATIONS
                                                       FILED 10:15 AM 09/10/1993
                                                         S32SSS02S - 2271209

                        CERTIFICATE OF AMENDMENT TO THE

                          CERTIFICATE OF INCORPORATION

                            SIMS COMMUNICATIONS. INC.
                            -------------------------

     SIMS  Communications,  Inc., a corporation organized and existing under and
by  virtue  of  the  General  Corporation  Law  of  the  State  of  Delaware,

     DOES  HEREBY  CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of SIMS Communications,
Inc.,  resolutions  were  duly adopted setting forth a proposed amendment of the
Certificate  of Incorporation of said corporation, declaring an amendment to its
Certificate  of  Incorporation  to be advisable and calling for a meeting of the
stockholders  of  said  corporation  for  consideration thereof.  The resolution
setting  forth  the  proposed  amendment  is  as  follows:

         RESOLVED,  that  the  Certificate  of  Incorporation of SIMS
         Communications,  Inc.  be  amended  by  changing the Article
         thereof  number  "FOURTH"  so  that, as amended said ARTICLE
         FOURTH  shall  be  and  read  as  follows:

         "The  amount of total authorized capital of this Corporation
         is  20,000,000  shares  of  $.0001  par  value  par  share.

     SECOND:  That thereafter, pursuant to resolution of its Board of Directors,
a  special  meeting  of  the  stockholders of SIMS Communications, Inc. was duly
called  and  held,  upon  notice  in  accordance with Section 222 of the General
Corporation  Law  of  the  State  of  Delaware at which meeting of the necessary
number  of  shares  as required by statute were voted in favor of the Amendment.


<PAGE>
     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242  of  the  General  Corporation  Law of the State of
Delaware.

     FOURTH:  That the capital of SIMS Communications, Inc. shall not be reduced
under  or  by  reason  of  said  amendment.

     IN WITNESS WHEREOF, said SIMS Communications, Inc. has caused its corporate
seal  to  be  hereunto  affixed  and  this  Certificate  to  by signed by Don E.
Buzzelli,  its  President  and  James J. Caprio, its Secretary, this 21st day of
July,  1993.

                                     SIMS  COMMUNICATIONS,  INC.

                                     By:  /s/ Don E. Busselli
                                        -------------------------------
                                        Don E. Busselli, President

                                     ATTEST:

                                     By:  /s/ James  J.  Caprio
                                        -------------------------------
                                        James  J.  Caprio, Secretary


<PAGE>
                                                       SECRETARY OF  DELEWARE
                                                         SECRETARY OF  STATE
                                                      DIVISION  OF  CORPORATIONS
                                                      FILED 09:01 AM 01/03/1995
                                                          950001103 - 2271203
                            SIMS COMMUNICATIONS. INC.

                                    AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION


          Pursuant  to  the  provisions  of  the  Delaware Corporation Law, SIMS
Communications  Inc.  adopts  the  following  Articles  of  Amendment  to  its
Certificate  of  Incorporation:

          FIRST:  The  following  amendment  was  adopted  on  October 31, 1994,
pursuant  to  Section  242 of the Delaware Corporation Law, in the manner marked
with  an  "X"  below:

                    Such amendment was adopted by the Board of Directors when no
         ---------  payment  his been received for any shares and no shares have
                    been issued.

             X      Such  amendment  was  adopted by a vote of the shareholders.
         ---------  The number of shares  voted for the amendment was sufficient
                    for approval.

                                  ARTICLE FOUR

          Article  Four  of  the  Corporation's Certificate of Incorporation was
amended  with  the  addition  of  the  following  paragraph:

          Effective  October  31, 1994 each issued and outstanding share of this
Corporation's  Common  Stock shall automatically convert into 1.5 shares of this
Corporation's  Common  Stock.

                                     SIMS  COMMUNICATIONS  INC.

                                     By:  /s/ Melvin  Leiner
                                        --------------------------------
                                        Melvin  Leiner,  President


                                     By:  /s/ James  J.  Capri
                                        --------------------------------
                                        James  J.  Capri, Secretary


<PAGE>
                                                        SECRETARY OF  DELEWARE
                                                         SECRETARY OF  STATE
                                                      DIVISION  OF  CORPORATIONS
                                                     FILED 09:00  AM  01/03/1995
                                                          950001401 - 2271203


                            SIMS COMMUNICATIONS. INC.

                                    AMENDMENT

                                     to the

                          CERTIFICATE OF INCORPORATION



          Pursuant  to  the  provisions  of  the  Delaware Corporation Law, SIMS
Communications  Inc.  adopts  the  following  Articles  of  Amendment  to  its
Certificate  of  Incorporation:

          FIRST:  The  following  amendment  was  adopted  on February 28, 1994,
pursuant  to  Section  242 of the Delaware Corporation Law, in the manner marked
with  an  "X"  below:

                    Such amendment was adopted by the Board of Directors when no
         ---------  payment  his been received for any shares and no shares have
                    been issued.

             X      Such  amendment  was adopted  by a vote of the shareholders.
         ---------  The number  of shares voted for the amendment was sufficient
                    for approval.

          Article  Four  of  the  Corporation's Certificate of Incorporation was
amended  to  read  as  follows:

                                  ARTICLE FOUR

          The  authorized  capital  stock  of  the  Corporation shall consist of
20,000,000  shares  of  common  stock  with a par value of $0.0001 per share and
300,000  shares  of  preferred  stock  with  a  par  value  of  $0.01 per share.

          (a)  No  share  of  the common stock shall have any preference over or
limitation  in  respect  to  any other share of such common stock. All shares of
common stock shall have equal rights and privileges including the following:

                    All shares shall share equally in dividends.  Subject to the
               applicable  provisions  of the laws of the State of Delaware, the
               Board  of  Directors  of  the Corporation may, from time to time,
               declare  and the Corporation may pay dividends in cash, property,
               or  its  own  shares, except when the Corporation is insolvent or
               when  the  payment thereof would render the Corporation insolvent
               or  when  the declaration or payment thereof would be contrary to
               any  restrictions  contained  in these Articles of Incorporation.
               When  any  dividend  is paid or any other distribution is made in
               whole  or  in  part,  from  sources  other  than  unreserved  and
               unrestricted  earned surplus, such dividend or distribution shall
               be  identified  as such, and the source and amount per share paid
               from  each  source  shall  be  disclosed  to  the  stock-


<PAGE>
               holder  receiving  the  same  concurrently  with the distribution
               thereof  and  to all other stockholders not later than six months
               after  the end of the Corporation's fiscal year during which such
               distribution  was  made.

               2.     All stockholders shall share  equally  in distributions in
               partial  liquidation. Subject to the applicable provisions of the
               laws  of  the  State  of  Delaware, the Board of Directors of the
               Corporation  may  distribute,  the  from  time  to  time,  to its
               stockholders  in  partial  liquidation,  out of stated capital or
               capital  surplus  of  the Corporation, a portion of its assets in
               cash  or  property,  except  when the Corporation is insolvent or
               when  such  distribution  would render the Corporation insolvent.
               Each  such  distribution,  when  made,  shall  be identified as a
               distribution  in  partial  liquidation,  out of stated capital or
               capital  surplus,  and  the source and amount per share paid from
               each  source  shall  be  disclosed  to  all  stockholders  of the
               Corporation  concurrently with the distribution thereof. Any such
               distribution  may  be  made by the Board of Directors from stated
               capital  without  the affirmative vote of any stockholders of the
               Corporation.

               3.     Each outstanding share shall  be  entitled  to  one  vote
               stockholders'  meetings,  either  in  person  or  by  proxy.

          (b)  The  designations,  powers,  rights, preferences, qualifications,
restrictions  and  limitations  of the preferred stock shall be established from
time  to  time  by  the Corporation's Board of Directors, in accordance with the
Delaware  Corporation  Law.

          (c)  Cumulative  voting  shall  or  for any purpose. not be allowed in
elections  of  directors

          (d)  No  holders of shares of common stock of the Corporation shall be
entitled,  as  such, to any preemptive or preferential right to subscribe to any
unissued  stock  or  any  other  securities  which  the  Corporation  may now or
hereafter  be  authorized  to  issue. The Board of Directors of the Corporation,
however,  in  its  discretion  by  resolution,  may  determine that any unissued
securities  of  the  Corporation shall be offered for subscription solely to the
holders  of  common  stack  of  the Corporation, or solely to the holders of any
class  or  classes  of such stock, which the Corporation may now or hereafter be
authorized  to  issue in such proportions based on stock ownership as said board
in  its  discretion  may  determine.

          (e)  The  Board  of  Directors may restrict the transfer of any of the
Corporation's  stock  issued by giving the Corporation or any stockholder "first
right  of  refusal to purchase" the stock, by making the stock redeemable, or by
restricting the transfer of the stock under such terms and in such manner as the
directors  may  deem  necessary  and  as  are  not inconsistent with the laws of
Delaware.  Any  stock  so  restricted must carry a conspicuous legend noting the
restriction and the place where such restriction may be found in the records the
Corporation.


<PAGE>
          (f)  The  judgment of the Board of Directors as to the adequacy of any
consideration  received  or to be received for any shares, options, or any other
securities  which the Corporation at any tire may be authorized to Issue or sell
or  otherwise dispose of shall be conclusive in the absence of fraud, subject to
the  provisions  of  these  Articles  of  Incorporation  and any applicable law.

                                      SIMS  COMMUNICATIONS  INC.

                                      By  /s/  Melvin  Leiner
                                        --------------------------------
                                        Melvin  Leiner,  President


                                      By  /s/  James  J.  Caprio
                                        --------------------------------
                                        James  J.  Caprio, Secretary


<PAGE>
                                                       SECRETARY OF  DELEWARE
                                                         SECRETARY OF  STATE
                                                      DIVISION  OF  CORPORATIONS
                                                      FILED 09:00 AM 06/13/1995
                                                          950130590 - 2271209
                            SIMS COMMUNICATIONS. INC.

                                    AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION



          Pursuant  to  the  provisions  of  the  Delaware Corporation Law, SIMS
Communications  Inc.  adopts  the  following  Articles  of  Amendment  to  its
Certificate  of  Incorporation:

          FIRST:  The  following amendment was adopted on June 9, 1995, pursuant
to Section 242 of the Delaware Corporation Law, in the manner marked with an "X"
below:

                    Such amendment was adopted by the Board of Directors when no
         ---------  payment his been received for any shares and no shares have
                    been issued.

             X      Such amendment was adopted by a vote of the shareholders.
         ---------  The number of shares voted for the amendment was sufficient
                    for approval.

          1.  The first paragraph of Article Four is amended to read as follows:

          The  authorized  capital  stock  of  the  Corporation shall consist of
     40,000,000 shares of Common Stock with a par value of $0.0001 per share and
     1,000,000  shares  of preferred Stock with a par value of $0.001 per share.

          2.  The  following  paragraph  is  added  to  Article  Four.

          Effective  June  9,  1995  each  issued  and outstanding share of this
     Corporation's  Common  Stock shall automatically convert into two shares of
     this  Corporation's  Common  Stock.


                                      SIMS  COMMUNICATIONS  INC.

                                      By  /s/ Melvin  Leiner
                                        ------------------------------------
                                        Melvin  Leiner,  President


                                      By  /s/ Darren M. Marks
                                        ------------------------------------
                                        Darren M. Marks, Assistant Secretary


<PAGE>
                            SIMS COMMUNICATIONS. INC.
                                    AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION



          Pursuant  to  the  provisions  of  the  Delaware Corporation Law, SIMS
Communications  Inc.  adopts  the  following  Amendment  to  its  Certificate of
Incorporation:

          The following amendment was adopted to be effective February 16, 1998,
pursuant  to  Section  242  of  the Delaware Corporation Law. Such amendment was
adopted  by  a  vote  of  the  Shareholders.  The number of shares voted for the
amendment  was  sufficient  for  approval.

Amendment
---------

           The  following  paragraph  is  added  to  Article  Four.

          Effective  February  16,  1998  each four shares of this Corporation's
     issued  and  outstanding  Common Stock shall automatically convert into one
     share  of  this  Corporation's  Common  Stock.

                                      SIMS  COMMUNICATIONS  INC.

                                      By  /s/ Mark Bennett
                                        --------------------------------
                                        Mark Bennett,  President


                                      By  /s/ illegible
                                        --------------------------------
                                        Secretary

SECRETARY OF DELEWARE
 SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:15 AM 02/17/1998
 981060436 - 2271209


<PAGE>
                            MEDCOM USA, INCORPORATED

                                    AMENDMENT
                                     to the
                          CERTIFICATE OF INCORPORATION

     Pursuant  to the provisions of the Delaware General Corporation Law, Medcom
USA,  Incorporated  adopts  the  following  Amendment  to  its  Certificate  of
incorporation:

     The  following  amendment  was adopted on June 27, 2000. Such amendment was
adopted  by a vote of the shareholders. Notice of the Meeting of Shareholders at
which  the amendment was adopted was given in accordance with Section 222 of the
Delaware  General  Corporation Law. The number of shares voted for the amendment
was  sufficient  for  approval  pursuant  to Section 242 of the Delaware General
Corporation  Law.

Amendment
---------

     The  first  paragraph  of  Article  Four  is  amended  to  read as follows:

          The  authorized  capital  stock  of  the  Corporation shall consist of
          80,000,000  shares of stock with a par value of $0.0001 per share, and
          1,000,000  shares  of  preferred  stock with a par value of $0.001 per
          share.

                                      MEDCOM  USA,  INCORPORATED

                                      By  /s/ Mark Bennett
                                        --------------------------------
                                        Mark Bennett,  President

Date: June 28, 2000


Sims Amended Cert of Inc. 8-23-00

email Alan re Amend Cert. of Incorp. 8-23-00


<PAGE>
                            SIMS COMMUNICATIONS, INC.

                                    AMENDMENT
                                     to the
                          CERTIFICATE OF INCORPORATION

     Pursuant  to  the  provisions of the Delaware General Corporation Law, Sims
Communications,  Inc.  adopts  the  following  Amendment  to  its Certificate of
Incorporation:

     The following amendment was adopted on October 14, 1999. Such amendment was
adopted  by a vote of the shareholders. Notice of the Meeting of Shareholders at
which  the amendment was adopted was given in accordance with Section 222 of the
Delaware  General  Corporation Law. The number of shares voted for the amendment
was  sufficient  for  approval  pursuant  to Section 242 of the Delaware General
Corporation  Law.

Amendment
---------


          The  First  Article  of the Certificate of Incorporation is amended to
          read  as  follows:

          The  name  of  the  corporation  is  Medcom  USA,  Incorporated.

                                      SIMS  COMMUNICATIONS,  INC.

                                      By  /s/ Mark Bennett
                                        --------------------------------
                                        Mark Bennett

Date:  October 14, 1999


Sims  amend,  to  cert.  of  incorp.


<PAGE>