EXHIBIT 3.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                 ASD GROUP, INC.

                                    ARTICLE I

         The name of the corporation is ASD GROUP, INC. (hereinafter called the
"Corporation").

                                   ARTICLE II

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

                                   ARTICLE III

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

                                   ARTICLE IV

         (a)      The total number of shares of all classes of stock which the
                  corporation shall have authority to issue is 61,000,000 shares
                  of wit:

                  (1)      50,000,000 shares shall be designated as Common
                           Stock, having a par value of $.01 per share; and

                  (2)      1,000,000 shares shall be designated as Preferred
                           Stock, having a par value of $.01 per share.

         (b)      A statement of the designations and powers, preferences and
                  rights, and the qualifications, limitations or restrictions
                  thereof, of the shares of stock of each class, is as follows:

                  (i)      Except as otherwise provided by law or by paragraph
                           (b) (ii) of this ARTICLE IV, the entire voting right
                           shall be vested in the holders of the Common Stock.

                  (ii)     (A) The Board of Directors is expressly authorized at
                           any time and from time to time, to provide for the
                           issuance of shares of Preferred Stock in one or more
                           series, with such voting powers, full or limited but
                           not to exceed one vote per share, or without

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                           voting powers, and with such designations,
                           preferences and relations, participating, optional or
                           other special rights, qualifications, limitations or
                           restrictions thereof, as shall be stated and
                           expressed in the resolution or resolutions providing
                           for the issue thereof adopted by the Board of
                           Directors, and as are not stated and expressed in
                           this Certificate of Incorporation, or any amendment
                           thereto, including, but without limiting the
                           generality of the foregoing the following:

                  (i)      the designation of such series;

                  (ii)     the dividend rate of such series, the conditions and
                           dates upon which such dividends shall be payable, the
                           preference or relation which such dividends shall
                           bear is the dividends payable on any other class or
                           classes or of any other series at capital stock, and
                           whether such dividends shall be cumulative or
                           noncumulative;

                  (iii)    whether the shares of such series shall be subject to
                           redemption by the corporation and if made subject to
                           such redemption, the times, prices and other terms
                           and conditions of such redemption;

                  (iv)     the terms and amount of any sinking fund provided for
                           the purchase or redemption of the shares of such
                           series;

                  (v)      whether or not the shares of such series shall be
                           convertible into or exchangeable for shares of any
                           other class or classes of capital stock of the
                           corporation, and, if provision be made for conversion
                           or exchange, the times, prices, rates, adjustments
                           and other terms and conditions of such conversion or
                           exchange;

                  (vi)     the extent, if any, to which the holders of such
                           series shall be entitled to vote as a class or
                           otherwise with respect to the election of the
                           directors or otherwise; provided, however, that in no
                           event shall any holder of any series of Preferred
                           Stock be entitled to more than one vote for each
                           share of such Preferred Stock held by him;

                  (vii)    the restrictions, if any, on the issue or reissue of
                           any additional shares or series of Preferred Stock;

                  (viii)   the rights of the holders of the shares of such
                           series upon the dissolution of, or upon the
                           distributions of assets of, the corporation.

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                           (B) Except as otherwise required by law and except
                           for such voting powers with respect to the election
                           of directors or other matters as may be stated in the
                           resolutions of the Board of Directors creating any
                           series of Preferred Stock, the holders of any such
                           series shall not have any voting power whatsoever.

                  (iii)    No holder of any stock of the corporation of any
                           class now or hereafter authorized shall, as such
                           holder, be entitled as of right to purchase or
                           subscribe for any shares of stock of the corporation
                           of any class or any series now or hereafter
                           authorized, or any securities convertible into or
                           exchangeable for any of such shares, or any warrants,
                           options, rights or other instruments evidencing
                           rights to subscribe for, or purchase, any such
                           shares, whether such shares, securities, warrants,
                           options, rights or other instruments be unissued or
                           issued and thereafter acquired by the corporation.

                  (iv)     Without action by the stockholders, the shares of any
                           class of capital stock may be issued by the
                           corporation from time to time for such consideration
                           as may be fixed by the Board of Directors, provided
                           that such consideration shall be not less than par
                           value in the case of any class of stock having par
                           value. Any and all shares so issued, the full
                           consideration for which has been paid or delivered
                           shall be deemed fully paid stock and shall not be
                           liable to any further call or assessment thereon, and
                           the holders of such shares shall not be liable for
                           any further payment thereon.

                                    ARTICLE V

         The name of the Incorporator, is Dale S. Bergman and the address of the
Incorporator is Miami Center, Suite 3000, 201 South Biscayne Boulevard, Miami,
Florida 33131.

                                   ARTICLE VI

         The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and shareholders:

        (1)       The number of directors of the Corporation shall be such as
                  from time to time shall be fixed by, or in the manner provided
                  in the bylaws. Election of the directors need not be by ballot
                  unless the bylaws so provide.

        (2)       The Board of Directors shall have the power without the assent
                  or vote of the stockholders:

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         (a)      To make, alter, amend, change, add to or repeal the bylaws of
                  the Corporation, to fix and vary the amount to be reserved for
                  any proper purpose; to authorize and cause to be executed
                  mortgages and liens upon all or any part of the property of
                  the Corporation; to determine the use and disposition of any
                  surplus or net profits; and to fix the items for the
                  declaration and payment dividends.

         (b)      To determine from time to time whether, and to what times and
                  places, and under what conditions the accounts and books of
                  the Corporation (other than the stockledger) or any of them,
                  shall be open to the inspection of the stockholders.

        (3)       The directors in their discretion may submit any contract or
                  act for approval or ratification at any annual meeting of the
                  stockholders or any meeting of the stockholders called for the
                  purpose of considering any such act or contract, and any
                  contract or act that shall be approved or be ratified by the
                  vote of the holders of the majority of the stock of the
                  Corporation which is represented in person or by proxy at such
                  meeting and entitled to vote thereat (provided that a lawful
                  quorum of stockholders be there represented in person or by
                  proxy) shall be as valid and as binding upon the Corporation
                  and upon all the stockholders as though it had been approved
                  or ratified by every stockholder of the Corporation, whether
                  or not the contract or act would otherwise be open to legal
                  attack because of the directors' interest, or for any other
                  reason.

        (4)       In addition to the powers and authorities hereinbefore or by
                  statute expressly conferred upon them, the directors are
                  hereby empowered to exercise all such powers and do all such
                  acts and things as may be exercised or done by the
                  Corporation; subject, nevertheless, to the provisions of the
                  statutes of Delaware, of this certificate, and to any bylaws
                  from time to time made by the stockholders; provided, however,
                  that no bylaws so made shall invalidate any prior act of the
                  directors which would have been valid if such bylaw had not
                  been made.

                                   ARTICLE VII

         No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of 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 that involve intentional misconduct or knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. It is the intent that this provision be interpreted to provide the
maximum protection against liability afforded to directors under the Delaware
General Corporation Law in existence either now or hereafter.

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                                  ARTICLE VIII

         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 any
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 Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or any receiver or receivers appointed
for this Corporation under the provisions of Section 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 (3/4) 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 a consequence of such compromise or
arrangement, the said compromise or arrangement of the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all 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.

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