EXHIBIT 3.1

                        CERTIFICATE OF AMENDMENT OF

                         ARTICLES OF INCORPORATION

                                     OF

                   UNIVERSAL COMMUNICATION SYSTEMS, INC.



Michael J. Zwebner and Alexander Walker, Jr. certify that:

     1. They are the duly appointed, qualified Chairman and Secretary
of Universal Communication Systems, Inc., a Nevada Corporation (the
"Corporation").

     2. The Articles of Incorporation of the Corporation is amended
and restated in its entirety as follows:

          "ARTICLE I. The name of the corporation is Universal
Communication Systems, Inc.

          ARTICLE II. The name and address of the Corporation's
          resident agent is The Nevada Agency and Trust Company,
          50 West Liberty Street, Reno, Nevada 89501.

          ARTICLE III. 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
          Nevada.

          ARTICLE IV. The Corporation is authorized to issue two
          classes of shares, designated "Common Stock" and "Preferred
          Stock," respectively. The Corporation is authorized to issue
          500,000,000 shares of Common Stock with par value of $0.001,
          and 10,000,000 shares of Preferred Stock with par value of
          $0.001.

          The Preferred Stock may be issued in any number of series,
          as determined by the board of directors. The board may by
          resolution fix the designation and number of shares of any
          such series. The board may determine, alter, or revoke the
          powers, designations, preferences and relative,
          participating, optional or other rights, if any or the
          qualifications, limitations or restrictions thereof,
          pertaining to any wholly unissued class or series of
          Preferred Stock. The board may thereafter in the same manner
          increase (but not above the total number of authorized
          shares of the class) or decrease (but not below the number
          of shares thereof then outstanding) the number of shares of
          any such series.

          Except as otherwise required by law, the board of directors
          may, by resolution, decrease the number of issued and outstanding
          shares of a class or series of common or preferred stock without
          correspondingly decrease the number of authorized shares of the
          same class or series and without a stockholder vote.

          ARTICLE V. Pursuant to Nevada Revised Statutes ("NRS")
          78.037 a director or officer of the Corporation shall not be
          personally liable to the Corporation or its stockholders for
          damages for breach of fiduciary duty as a director or
          officer, provided, however, that the personal liability of a
          director or officer shall not be eliminated (i) for acts or
          omissions which involve intentional misconduct, fraud or a


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          knowing violation of law, or (ii) the payment of
          distributions in violation of NRS 78.300.

          ARTICLE VI. The Corporation shall, to the fullest extent
          permitted by Nevada Law, indemnify and hold harmless each
          person (and the heirs, executors or administrators of such
          person) who was or is a party or is threatened to be made a
          party to, or is involved in, any threatened, pending or
          completed actions, suit or proceeding, whether civil,
          criminal, administrative or investigative, by reason of the
          fact that such person is or was a director or officer of the
          Corporation or is or was serving at the request of the
          Corporation as a director or officer of another corporation,
          partnership, joint venture, trust or other enterprise in
          connection with any matter relating to the Corporation's
          business or affairs, against any losses, claims, damages or
          liabilities. The right to indemnification conferred in this
          ARTICLE VI shall also include the right to be paid by the
          Corporation the expenses incurred in connection with any
          such proceeding in advance of it final disposition to the
          fullest extent authorized by Nevada Law. The right to
          indemnification conferred in this ARTICLE VI shall be a
          contract right.

          ARTICLE VII. The first board of directors of the Corporation
          consisted of two (2) members and the names and addresses of
          these directors are:

          Cindy Robison     3157 E. Linden, Tuscon, AZ 85716

          Joel Watkins      3653 E. Second, #205, Tuscon, AZ 85716

          ARTICLE VIII.     The names and addresses of the
          incorporators of the Corporation are:

          Candice Maerz     3225 N. Central Ave., Phoenix, AZ 85012

          Terrie L. Bates   3225 N. Central Ave., Phoenix, AZ 85012

          ARTICLE IX. The Corporation reserves the right to amend,
          alter, change or repeal any provision contained in this
          Articles of Incorporation, in the manner now or hereafter
          prescribed by statute, and, with the sole exception of those
          rights and power conferred under the above ARTICLES V AND
          VI, all rights and powers conferred upon stockholders,
          directors and officers herein are granted subject to this
          reservation."

3. The foregoing Amendment of the Articles of Incorporation was duly
adopted by the shareholders and the board of directors of the
Corporation in accordance with the provisions of the NRS 78.385 and
NRS 78.390.

     IN WITNESS WHEREOF, I have signed my name this 22nd day of May,
2002.


                                        /s/ Michael J. Zwebner
                                        --------------------------------
                                        Michael J. Zwebner, Chairman


                                        /s/ Alexander Walker Jr.
                                        --------------------------------
                                        Alexander Walker, Jr., Secretary




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