<PAGE>

                                                                   EXHIBIT 3.1


                             State of California

                              [SEAL APPEARS HERE]


                                                          [SEAL APPEARS HERE]

                              SECRETARY OF STATE

         I, BILL JONES, Secretary of State of the State of California, hereby
    certify:

         That the attached transcript of 3 page(s) has been compared with the
    record on file in this office, of which it purports to be a copy, and that
    it is full, true and correct.


                                     IN WITNESS WHEREOF, I execute this
     [SEAL APPEARS HERE]                certificate and affix the Great Seal of
                                        the State of California this day of

                                                 FEB -9 2000
                                        -----------------------------------
                                                /s/ Bill Jones

                                               Secretary of State

<PAGE>

                          CERTIFICATE OF AMENDMENT OF

                           ARTICLES OF INCORPORATION

                                      OF

                                SOLOPOINT, INC.



     Arthur G. Chang and Michael J. O'Donnell certify that:

     1.  They are the duly elected and acting President and Secretary,
respectively, of SoloPoint, Inc., a California corporation (the "Corporation").

     2.  The Article I of the Articles of Incorporation of this Corporation are
hereby amended to read as set forth in Exhibit A attached hereto.

     3.  The attached amendment of the Articles of Incorporation of this
Corporation has been duly approved by the Board of Directors of this
Corporation.

     4.  The attached amendment of the Articles of Incorporation of this
Corporation has been approved by the holders of the requisite number of shares
of this Corporation in accordance with Sections 902 and 903 of the California
Corporations Code, The total number of outstanding shares of Common Stock
entitled to vote, with respect to the attached amendment was 4,981,284 shares.
There are no shares of Preferred Stock outstanding. The number of shares voting
in favor of the attached amendment equaled or exceeded the vote required, such
required vote being a majority of the outstanding shares of the Common Stock.
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     The undersigned further declare under penalty of perjury that the matters
set forth in this Certificate are true and correct of their own knowledge.

     Executed at Palo Alto, California on January 31, 2000.


                                 /s/ Arthur S. Chang
                                 ----------------------------
                                 Arthur G. Chang,
                                 President



                                 /s/ Michael J. O'Donnell
                                 ----------------------------
                                 Michael J. O'Donnell,
                                 Secretary
<PAGE>

                                   EXHIBIT A
                                   ---------

                          CERTIFICATE OF AMENDMENT OF

                           ARTICLES OF INCORPORATION

                                       OF

                                SOLOPOINT, INC.

                                       "I

The name of the Corporation is SoloPoint.com, Inc."