EXHIBIT 3.1

                              AMENDED  AND  RESTATED
                            ARTICLES  OF  INCORPORATION
                                        OF
                           PAYMENT  DATA  SYSTEMS,  INC.

The  undersigned, acting as incorporator, pursuant to the provisions of the laws
of  the  State  of  Nevada  relating  to private corporations, hereby adopts the
following  Articles  of  Incorporation:

           ARTICLE  ONE.  [NAME].  The name of the corporation is: PAYMENT  DATA
SYSTEMS,  INC.

           ARTICLE  TWO.  [RESIDENT  AGENT].  The  initial  agent for service of
process  is  Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880,
City  of  Reno,  County  of  Washoe,  State  of  Nevada  89501.

           ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized  are  to  engage  in any activity or business not in conflict with the
laws  of  the  State  of  Nevada or of the United States of America, and without
limiting  the  generality  of  the  foregoing,  specifically:

                        I.  [OMNIBUS]. To have to exercise all the powers now or
hereafter  conferred  by  the  laws  of  the  State  of Nevada upon corporations
organized  pursuant to the laws under which the corporation is organized and any
and  all  acts  amendatory  thereof  and  supplemental  thereto.

                        II. [CARRYING ON BUSINESS OUTSIDE STATE]. To conduct and
carry  on  its  business  or any branch thereof in any state or territory of the
United  States  or  in  any  foreign country in conformity with the laws of such
state,  territory,  or  foreign  country, and to have and maintain in any state,
territory,  or  foreign  country  a business  office,  plant,  store  or
other  facility.

                        III.  [PURPOSES TO BE CONSTRUED AS POWERS]. The purposes
specified  herein shall be construed both as purposes and powers and shall be in
no  wise  limited or restricted by reference to, or inference from, the terms of
any  other  clause  in  this  or  any other article, but the purposes and powers
specified  in  each  of  the clauses  herein  shall  be  regarded as independent
purposes and powers, and the enumeration  of  specific purposes and powers shall
not be construed to limit or restrict  in any manner the meaning of general
terms or of the general powers of the  corporation;  nor  shall  the  expression
of one thing be deemed to exclude another,  although  it  be  of  like  nature
not  expressed.

            ARTICLE  FOUR. [CAPITAL STOCK]. The corporation shall have authority
to  issue  an  aggregate  of  TWO  HUNDRED  MILLION (200,000,000) Common Capital
Shares,  PAR  VALUE  ONE  MILL  ($0.001) per share, and ten million (10,000,000)
preferred  capital  shares,  par  value  of  $0.01  per  share,  for  a  total
capitalization  of  THREE  HUNDRED  THOUSAND  DOLLARS  ($300,000).

     a) The shares of preferred capital may be issued in one or more series from
time  to  time  with  such  designations  (including,  without  limitation,  a
designation of a number of shares of any series), powers, preferences, relative,
optional,  participating  or  other  rights  and qualifications, limitations and
restrictions  thereof,  and shall be fixed by a resolution or resolutions of the
Board  of  Directors,  pursuant  to  the authority expressly given herein and as
provided  under  the  law  of  the  State  of  Nevada.

     b)  Each  holder  of a share of preferred capital shall be entitled to such
number  of votes (which may be a fraction of one vote or no vote) for each share
of  preferred  capital  standing  in the name of such holder on the books of the
corporation  as  shall  be fixed by the Board of Directors prior to the issuance
thereof.  Holders  of  preferred capital shall not be entitled to receive notice
of  any  meeting  of  stock  holders  of the corporation may now or hereafter be
authorized  to  issue.

     c)  Subject  to  any prior rights and preferences of any preferred capital,
the  holders of shares of capital stock of the corporation shall not be entitled
to  preemptive  or preferential rights to subscribe to any unissued stock or any
securities  which  the  corporation may now or hereafter be authorized to issue.

     d) The corporation's capital stock may be issued and sold from time to time
for  such consideration as may be fixed by the Board of Directors, provided that
the  consideration  so  fixed  is  not  less  than  par  value.

     e)  The  stockholders  shall  not  possess  cumulative voting rights at all
shareholders  meetings  called for the purpose of electing a Board of Directors.

                        ARTICLE  FIVE.  [DIRECTORS].  The  affairs  of  the
corporation  shall be governed by a Board of Directors of no more than eight (8)
nor  less  than  one  (1)  person. The names and addresses of the first Board of
Directors  are:

         NAME                                  ADDRESS
         Adam  Smith                           1327  Laburnum  Street
                                               Vancouver,  British  Columbia
                                               Canada  V6J  3W4

         Gordon  Ross  Krushnisky              1070  Eden  Crescent
                                               Delta,  British  Columbia
                                               Canada  V41  1W7

            ARTICLE  SIX.  [ASSESSMENT  OF  STOCK].  The  capital  stock  of the
corporation,  after  the  amount of the subscription price or par value has been
paid  in,  shall  not be subject to pay debts of the corporation, and no paid up
stock and no stock issued as fully paid up shall ever be assessable or assessed.

            ARTICLE  SEVEN.  [INCORPORATOR].  The  name  and  address  of  the
incorporator  of  the  corporation  is  as  follows:

         NAME                                  ADDRESS
         Amanda Cardinalli                     50 West Liberty Street, Suite 880
                                               Reno,  Nevada  89501

            ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation  shall  be  perpetual.

            ARTICLE  NINE.  [BY-LAWS].  The  initial  By-laws of the corporation
shall be adopted by its Board of Directors. The power to alter, amend, or repeal
the By-laws, or to adopt new By-laws, shall be vested in the Board of Directors,
except  as  otherwise  may  be  specifically  provided  by  the  By-laws.

            ARTICLE  TEN.  [STOCKHOLDERS'  MEETINGS].  Meetings  of stockholders
shall  be  held  at  such  place within or without the State of Nevada as may be
provided by the By-laws of the corporation. Special meetings of the stockholders
may  be  called  by  the  President  or  any  other  executive  officer  of  the
corporation,  the  Board  of  Directors, or any member thereof, or by the record
holder  or  holders of at least ten percent (10%) of all shares entitled to vote
at  the  meeting.  Any action otherwise required to be taken at a meeting of the
stockholders,  except election of directors, may be taken without a meeting if a
consent  in  writing,  setting  forth  the  action  so taken, shall be signed by
stockholders  having  at  least  a  majority  of  the  voting  power.

            ARTICLE  ELEVEN.  [CONTRACTS  CORPORATION].  No  contract  or  other
transaction  between the corporation and any other corporation, whether or not a
majority  of  the shares of the capital stock of such other corporation is owned
by this corporation, and no act of this corporation shall in any way be affected
or  invalidated  by  the  fact that any of the directors of this corporation are
pecuniarily  or  otherwise  interested  in, or are directors or officers of such
other  corporation.  Any director of this corporation, individually, or any form
of  which such director may be a member, may be a party to or may be pecuniarily
or  otherwise  interested  in  any  contract  or transaction of the corporation;
provided,  however, that the fact that he or such firm is so interested shall be
disclosed  or  shall  have  been  known  to  the  Board  of  Directors  of  this
corporation,  or a majority thereof; and any director of this corporation who is
also  a  director or officer of such other corporation, or who is so interested,
may  be  counted  in determining the existence of a quorum at any meeting of the
Board  of  Directors  of  this corporation that shall authorize such contract or
transaction,  and  may  vote  thereat to authorize such contract or transaction,
with  like  force  and effect as if he were not such director or officer of such
other  corporation  or  not  so  interested.

            ARTICLE  TWELVE.  [LIABILITY OF DIRECTORS AND OFFICERS]. No director
or  officer  shall  have  any  personal  liability  to  the  corporation  or its
stockholders  for damages for breach of fiduciary duty as a director or officer,
except  that this Article Twelve shall not eliminate or limit the liability of a
director  or  officer  for  (i)  acts  or  omissions  which  involve intentional
misconduct,  fraud  or  a  knowing  violation  of  law,  or  (ii) the payment of
dividends  in  violation  of  the  Nevada  Revised  Statutes.