**Exhibit
        3.1 - Articles of Incorporation**





**Restated
      Articles of Incorporation**


**of**


**Adsouth
      Partners, Inc.**





ONE:
      The
      name of the corporation is Adsouth Partners, Inc.





TWO:
      The
      purpose of this corporation is to engage in any lawful act or activity for
      which
      a corporation may be organized under the General Corporation Law of Nevada
      other
      than the banking business, the trust company business or the practice of a
      profession permitted to be incorporated by the Nevada Corporations


Code.





THREE:
      (a) The total number of shares of capital stock which this Corporation is
      authorized to issue is seventy million (70,000,000) shares of
      which:





(i)  ten
      million (10,000,000) shares shall be designated as Common Stock, and shall
      hare
      a par value of $.0001 per share; and





(ii)  sixty
      million (60,000,000) shares shall be designated as Common Stock, and shall
      have
      a par value of $.0001 per share; and





(b)  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, or without voting powers and with
      such
      designations, preferences and relative, 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 these
      Articles 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 preferences or relation which such dividends shall bear
      to
      the dividends payable on any other class or classes or of any other series
      of
      capital stock, whether such dividends shall be cumulative or
      non-cumulative;





(iii)  Whether
      the shares of such series shall be subject to redemptions 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 hares of such series shall be convertible into or exchangeable for
      shares of any other class or classes or series of capital stock or other
      securities of the Corporation, and, if provisions be made for conversion or
      exchange, the times, prices, rates, adjustments and to the terms and conditions
      of such conversion or exchange;





(vi)  The
      extent, if any, to which the holders of the shares of such series shall be
      entitled to vote, as a class or otherwise, with respect to the elections of
      the
      directors or otherwise, and the numbers of votes to which the holder of each
      share of such series shall be entitled;





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





(viii)  The
      rights of the holders of the shares of such series upon the dissolution of,
      or
      upon the distribution of assets of, the Corporation.




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**Exhibit
        3.1 - Articles of Incorporation**




(b)  No
      holder
      of any stock of the Corporation of any class or series now or hereafter
      authorized, shall , as such holders, be entitled as of right to purchase or
      subscribe for any shares of stock of the Corporation of any call or any series
      new or hereafter authorized, or any securities convertible into or exchangeable
      for any 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 to other instruments be
      unissued or issued and thereafter acquired by the Corporation.





FOUR:
      The
      liability of the directors of the corporation for monetary damages shall be
      eliminated to the fullest extent permissible under Nevada law.





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