Exhibit No. 3.1
Form 10-KSB
Buyers United, Inc.
                                                      State of Delaware
                                                      Secretary of State
                                                      Division of Corporations
                                                      Filed 9:00 AM 03/15/1999
                                                      991099477-3016691

                          CERTIFICATE OF INCORPORATION
                                       OF
                                    BUI, INC.


                                    ARTICLE I
                                      NAME

      The name of the Corporation is BUI, Inc.

                                   ARTICLE II
                     REGISTERED OFFICE AND AGENT FOR SERVICE

     The address of the Corporation's registered office in the State of Delaware
is in the county of New Castle, at 1013 Centre Road, Wilmington, Delaware 10805.
The name of its registered agent at such address is Corporation Service Company.

                                   ARTICLE III
                               CORPORATE PURPOSES

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

                                   ARTICLE IV
                                  CAPITAL STOCK

1.   Shares, Classes and Series Authorized.

     The total  number  of  shares of all  classes  of  capital  stock  that the
Corporation  shall have  authority to issue is 25,000,000  shares.  Stockholders
shall not have any preemptive  rights,  nor shall stockholders have the right to
cumulative  voting in the election of directors  or for any other  purpose.  The
classes  and the  aggregate  number of shares  of stock of each  class  that the
Corporation shall have authority to issue are as follows:

     (a) 20,000,000 shares of Common Stock, $0.0001 par value ("Common Stock").

     (b)  5,000,000  shares of Preferred  Stock,  $0.0001 par value  ("Preferred
Stock").


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2.   Powers and Rights of the Preferred Stock.

     The Preferred  Stock may be issued from time to time in one or more series,
with such distinctive  serial  designations as may be stated or expressed in the
resolution  or  resolutions  providing  for the issue of such stock adopted from
time to time by the Board of Directors;  and in such  resolution or  resolutions
providing  for the issuance of shares of each  particular  series,  the Board of
Directors is also  expressly  authorized  to fix: the right to vote, if any; the
consideration  for which the shares of such series are to be issued;  the number
of shares  constituting  such series,  which number may be increased  (except as
otherwise  fixed by the  Board of  Directors)  or  decreased  (but not below the
number of shares  thereof then  outstanding)  from time to time by action of the
Board of  Directors;  the rate of  dividends  upon  which and the times at which
dividends on shares of such series shall be payable and the preference,  if any,
which such  dividends  shall have  relative to  dividends on shares of any other
class or classes or any other series of stock of the  Corporation;  whether such
dividends shall be cumulative or noncumulative,  and if cumulative,  the date or
dates from which  dividends  on shares of such series shall be  cumulative;  the
rights,  if any,  which the holders of shares of such  series  shall have in the
event  of any  voluntary  or  involuntary  liquidation,  merger,  consolidation,
distribution or sale of assets,  dissolution or winding up of the affairs of the
Corporation;  the  rights,  if any,  which the  holders of shares of such series
shall have to convert such shares into or exchange such shares for shares of any
other class or classes or any other  series of stock of the  Corporation  or for
any debt securities of the  Corporation and the terms and conditions,  including
price and rate of exchange,  of such  conversion or exchange;  whether shares of
such series shall be subject to redemption,  and the redemption  price or prices
and other terms of  redemption,  if any,  for shares of such  series  including,
without  limitation,  a redemption  price or prices  payable in shares of Common
Stock;  the terms and amounts of any sinking fund for the purchase or redemption
of shares of such series; and any and all other designations,  preferences,  and
relative,  participating,  optional  or other  special  rights,  qualifications,
limitations  or  restrictions  thereof  pertaining  to  shares  of such  series'
permitted by law.

3.   Issuance of the Common Stock and the Preferred Stock.

     The Board of Directors of the  Corporation  may from time to time authorize
by  resolution  the  issuance  of any or all shares of the Common  Stock and the
Preferred  Stock herein  authorized in accordance  with the terms and conditions
set  forth in this  Certificate  of  Incorporation  for such  purposes,  in such
amounts, to such persons, corporations or entities, for such consideration,  and
in the case of the Preferred  Stock, in one or more series,  all as the Board of
Directors in its  discretion  may determine and without any vote or other action
by the  stockholders,  except as otherwise  required by law. The capital  stock,
after the amount of the subscription price, or par value, has been paid in shall
not be subject to assessment to pay the debts of the Corporation.

                                    ARTICLE V
                               BOARD OF DIRECTORS

     The governing board of the Corporation shall be known as directors, and the
number of  directors  may from time to time be  increased  or  decreased in such
manner as shall be provided by the Bylaws of the Corporation,  provided that the

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number of directors  may not be less than one nor more than  fifteen.  Effective
upon  filing  of this  Certificate,  the  members  of the  board  of  directors,
consisting of three persons, shall be as follows:

                  Rod Smith               66 E. Wadsworth Park Dr., Suite 101
                                          Draper, Utah 84020

                  C. Douglas Smith        66 E. Wadsworth Park
                                          Dr., Suite 101 Draper, Utah 84020

                  Daniel R. Ainge         66 E. Wadsworth Park Dr., Suite 101
                                          Draper, Utah 84020

                                   ARTICLE VI
                          POWERS OF BOARD OF DIRECTORS

     The  property  and  business of the  Corporation  shall be  controlled  and
managed by or under the direction of its Board of Directors. In furtherance, and
not in limitation of the powers  conferred by the laws of the State of Delaware,
the Board of Directors is expressly authorized:

1. To make, alter, amend or repeal the Bylaws of the Corporation; provided, that
no adoption,  amendment, or repeal of the Bylaws shall invalidate any act of the
board of directors that would have been valid prior to such adoption, amendment,
or repeal;

2. To determine the rights, powers, duties, rules and procedures that affect the
power of the board of directors to manage and direct the property, business, and
affairs  of the  Corporation,  including  the  power to  designate  and  empower
committees of the board of directors, to elect, appoint and empower the officers
and other agents of the Corporation, and to determine the time and place of, and
the  notice  requirements  for board  meetings,  as well as the manner of taking
board action; and

     3. To exercise  all such powers and do all such acts as may be exercised by
the Corporation, subject to the provisions of the laws of the State of Delaware,
this Certificate of Incorporation, and the Bylaws of the Corporation.

                                   ARTICLE VII
                                 INDEMNIFICATION

     The Corporation  shall  indemnify and may advance  expenses to its officers
and directors to the fullest extent  permitted by law in existence either now or
hereafter.

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                                 ARTICLE VIII
                LIMITATION ON PERSONAL LIABILITY FOR DIRECTORS

     A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation or its  stockholders  for monetary damages for breach of a fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law or (iv) for any  transaction  from which the  director  derived any improper
personal benefit.  If the Delaware General  Corporation Law is amended hereafter
to  authorize  corporate  action  further  eliminating  or limiting the personal
liability of  directors,  then the  liability  of a director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.

                                   ARTICLE IX
                        CERTIFICATE SUBJECT TO AMENDMENT

     The Corporation  reserves the right to amend,  alter,  change or repeal any
provision  contained in this Certificate of Incorporation,  in the manner now or
hereafter  prescribed by statute or by the  Certificate  of  Incorporation,  and
except as otherwise  provided by this Certificate of  Incorporation,  all rights
conferred upon stockholders herein are granted subject to this reservation.

                                    ARTICLE X
                                  INCORPORATOR

     The sole incorporator of the Corporation is:

                  Rod Smith               66 E. Wadsworth Park Dr., Suite 101
                                          Draper, Utah 84020

     IN WITNESS WHEREOF, the undersigned, acting as the sole incorporator of the
Corporation,  signs this  Certificate of  Incorporation as his act and deed this
11th day of March, 1999.

                                          /s/ Rod Smith

                                       4

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State of Delaware
Secretary of State
Division of Corporations
Filed 9:00 AM 04/19/2000
001201588-3016691

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                                    BUI, INC.
               (Changing its name to "BuyersOnline.com, Inc.")


     BUI,  INC.,  a  corporation   organized  and  existing  under  the  General
Corporation  Law of the  State of  Delaware  (the  "Corporation"),  does  hereby
certify that:

     The amendment to the  Corporation's  Certificate of Incorporation set forth
below was duly adopted by  resolutions  approved by the  Corporation's  Board of
Directors and  stockholders  in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware:

     Amendment.  The Certificate of  Incorporation of the corporation is amended
by striking Article I in its entirety and replacing therefor:

                                    ARTICLE I
                                      NAME

     The name of the Corporation is BuyersOnline.com, Inc.

     IN WITNESS  WHEREOF,  BUI, Inc. has caused this Certificate to be signed by
its duly authorized officer this 30th day of March, 2000.

                                    BUI, Inc.


                                    By: /s/ Rod Smith, President

                                       5

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                                                      State of Delaware
                                                      Secretary of State
                                                      Division of Corporations
                                                      Filed 9:00 AM 10/24/2000
                                                      001535267-3016691

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                             BUYERSONLINE.COM, INC.

     BuyersOnline.com,  Inc., a  corporation  organized  and existing  under the
General  Corporation  Law of the State of  Delaware  (the  "Corporation"),  does
hereby certify that:

     The amendment to the  Corporation's  Certificate of Incorporation set forth
below was duly adopted by  resolutions  approved by the  Corporation's  Board of
Directors and  stockholders  in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware:

     Amendment.  The Certificate of  Incorporation of the corporation is amended
by striking Section 1 of Article IV in its entirety and replacing therefor:

     1. Shares, Classes and Series Authorized.

          The total  number of shares of all  classes of capital  stock that the
     Corporation   shall  have  authority  to  issue  is   105,000,000   shares.
     Stockholders  shall not have any preemptive  rights, nor shall stockholders
     have the right to cumulative voting in the election of directors or for any
     other purpose.  The classes and the aggregate  number of shares of stock of
     each  class  that the  Corporation  shall  have  authority  to issue are as
     follows:

          (a)  100,000,000  shares of Common Stock,  $0.0001 par value  ("Common
     Stock").

          (b) 5,000,000 shares of Preferred Stock, $0.0001 par value ("Preferred
     Stock").

     IN WITNESS WHEREOF, BuyersOnline.com,  Inc., has caused this Certificate to
be signed by its duly authorized officer this 24th day of October, 2000.

                                    BUYERSONLINE.COM, INC.


                                    By: /s/ Paul Jarman, Vice President

                                       6

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State of Delaware
Secretary of State
Division of Corporations
Filed 9:00 AM 11/01/2001
010549267-3016691

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                             BUYERSONLINE.COM, INC.

     BuyersOnline.com,  Inc., a  corporation  organized  and existing  under the
General  Corporation  Law of the State of  Delaware  (the  "Corporation"),  does
hereby certify that:

     The amendment to the  Corporation's  Certificate of Incorporation set forth
below was duly adopted by  resolutions  approved by the  Corporation's  Board of
Directors and  stockholders  in accordance with the provisions of Section 242 of
the General  Corporation  Law of the State of Delaware.  The amendments  will be
effective as of 12:01 am Eastern Time on November 20, 2001.

     Amendment No. 1. The  Certificate of  Incorporation  of the  corporation is
amended by striking Article I in its entirety and replacing there for:

                                    ARTICLE I
                                      NAME

     The name of the Corporation is Buyers United, Inc.

     Amendment No. 2. The  Certificate of  Incorporation  of the  corporation is
amended by striking  Section 1 of Article IV in its entirety and replacing there
for:

     1. Shares, Classes and Series Authorized.

          The total  number of shares of all  classes of capital  stock that the
     Corporation   shall  have  authority  to  issue  is   115,000,000   shares.
     Stockholders  shall not have any preemptive  rights, nor shall stockholders
     have the right to cumulative voting in the election of directors or for any
     other purpose.  The classes and the aggregate  number of shares of stock of
     each  class  that the  Corporation  shall  have  authority  to issue are as
     follows:

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          (a)  100,000,000  shares of Common Stock,  $0.0001 par value  ("Common
     Stock").

          (b)  15,000,000   shares  of  Preferred   Stock,   $0.0001  par  value
     ("Preferred Stock").

     IN WITNESS WHEREOF, BuyersOnline.com,  Inc., has caused this Certificate to
be  signed  by its  duly  authorized  officer  this  31st day of  October  2001.

                                    BUYERSONLINE.COM, INC.

                                    By: /s/ Paul Jarman, Vice President

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