EXHIBIT  3.1

                                  COMPOSITE OF

                    CERTIFICATE OF INCORPORATION, AS AMENDED

                                       OF

                         KEY COMMAND INTERNATIONAL CORP.


1.    Name. The name of the Corporation is Key Command International Corp.

2.    Registered Office. The address of the registered office of the Corporation
in the State of Delaware is 15 E. North  Street in the City of Dover,  County of
Kent,  Delaware,  19901.  The name of its  registered  agent at that  address is
Paracorp Incorporated.

3.    Business.  The nature of the business or 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 Delaware.

4.    Capital Structure.

      4.1.  Authorized Shares. The total number of shares of capital stock which
the Corporation shall have authority to issue is 105,000,000 shares,  consisting
of two classes of capital stock:

            (a) 100,000,000  shares of Common Stock,  par value $.0001 per share
            (the "Common Stock"); and

            (b) 5,000,000  shares of Preferred  Stock, par value $.001 per share
            (the "Preferred Stock").

5.    Incorporator.  The incorporator is Lili A. Skrumbis, whose mailing address
is 2121 Avenue of the Stars, Tenth Floor, Los Angeles, California 90067.

6.    Dividends.

      6.1.  When, as, and if dividends are declared by the  Corporation's  Board
of Directors,  whether  payable in cash,  property,  securities or rights of the
Corporation or any other entity,  the holders of shares of Common Stock shall be
entitled to share equally in and to receive,  in  accordance  with the number of
Common Stock held by each such holder.


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      6.2.  Dividends  payable under this Section 6 shall be paid to the holders
of record of the  outstanding  Common  Stock as their names shall  appear on the
stock  register  of the  Corporation  on the  record  date fixed by the Board of
Directors in advance of  declaration  and payment of each  dividend.  Any Common
Stock issued as a dividend  pursuant to this Section shall,  when so issued,  be
duly authorized, validly issued, fully paid and non-assessable,  and free of all
liens and charges.  The Corporation shall not issue fractions of Common Stock on
payment of such dividend but shall issue a whole number of shares to such holder
of Common Stock rounded up or down in the  Corporation's  sole discretion to the
nearest whole number,  without  compensation to the stockholder whose fractional
share has been rounded down or from any stockholder  whose  fractional share has
been rounded up.

7.    Liquidation  Rights.  Upon  any  voluntary  or  involuntary   liquidation,
dissolution or winding-up of the affairs of the Corporation, after payment shall
have been made to holders of outstanding  Preferred  Stock,  if any, of the full
amount to which they are entitled  pursuant to this Certificate of Incorporation
and any resolutions  that may be adopted from time to time by the  Corporation's
Board of Directors in  accordance  with Section 10 below,  the holders of Common
Stock shall be entitled,  to the exclusion of the holders of Preferred Stock, if
any, to share ratably in accordance with the number of Common Stock held by each
such  holder,  in  all  remaining  assets  of  the  Corporation   available  for
distribution among the holders of Common Stock, whether such assets are capital,
surplus or earnings. For purposes of this Section,  neither the consolidation or
merger of the  Corporation  with or into any other  corporation or  corporations
pursuant to which the  stockholders  of the  Corporation  receive  capital stock
and/or other securities (including debt securities) of the acquiring corporation
(or of the direct or indirect parent corporation of the acquiring  corporation),
nor the sale,  lease or  transfer by the  Corporation  of all or any part of its
assets,  nor the  reduction of the capital  stock of the  Corporation,  shall be
deemed to be a voluntary or involuntary  liquidation,  dissolution or winding up
of the Corporation as those terms are used in this Section 7.

8.    Voting Rights.

      8.1.  The holders of the Common  Stock shall vote as a single class on all
matters submitted to a vote of the stockholders, with each Share entitled to one
vote.  The holders of Common  Stock are not  entitled  to cumulate  votes in the
election of any directors.

      8.2.  In the event  that the  shares of Common  Stock  shall be listed and
quoted on an exchange or other  trading  system,  the Board of  Directors of the
Corporation  shall ensure,  and shall have all powers necessary to ensure,  that
the membership of the Board of Directors and the voting rights of the Holders of
Common  Stock shall at all times be  consistent  with the  applicable  rules and
regulations,  if any,  for the  Common  Stock to be  eligible  for  listing  and
quotation on such exchange or other trading system.

9.    Preferred Stock.

      9.1.  General.   Subject  to  the   provisions  of  this   Certificate  of
Incorporation,  the Board of Directors  is  authorized,  subject to  limitations
prescribed by law, to provide for the issuance of the shares of Preferred  Stock
in series,  and by filing a certificate  pursuant to the  applicable  law of the
State of  Delaware,  to  establish  from time to time the number of shares to be
included in each such series,  and to fix the designation,  powers,  preferences
and rights of the shares of each such series and the qualifications, limitations
or restrictions thereof.


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      The authority of the Board of Directors  with respect to each series shall
include, but not be limited to, determination of the following:

            (a)  The  number  of  shares   constituting   that  series  and  the
      distinctive designation of that series;

            (b)  The  dividend  rate  on the  shares  of  that  series,  whether
      dividends shall be cumulative,  and, if so, from which date or dates,  and
      the relative rights of priority, if any, of payment of dividends on shares
      of that series;

            (c) Whether that series shall have voting rights, in addition to the
      voting rights provided by law, and if so, the terms of such voting rights;

            (d) Whether that series shall have  conversion  privileges,  and, if
      so, the terms and conditions of such conversion,  including  provision for
      adjustment of the conversion rate in such events as the Board of Directors
      shall determine;

            (e)  Whether or not the shares of that series  shall be  redeemable,
      and, if so, the terms and  conditions  of such  redemption,  including the
      date or date upon or after which they shall be redeemable,  and the amount
      per share  payable  in case of  redemption,  which  amount  may vary under
      different conditions and at different redemption dates;

            (f) Whether that series shall have a sinking fund for the redemption
      or purchase of shares of that series,  and, if so, the terms and amount of
      such sinking fund; and

            (g)  The  rights  of the  shares  of that  series  in the  event  of
      voluntary or  involuntary  liquidation,  dissolution  or winding up of the
      Corporation,  and the relative  rights of priority,  if any, of payment of
      shares of that series.

10.   Existence. The Corporation is to have perpetual existence.

11.   By-Laws.  In furtherance and not in limitation of the powers  conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the bylaws of the Corporation.

12.   Elections,  Meetings  and Books.  Elections  of  directors  need not be by
written ballot unless the bylaws of the Corporation  shall so provide.  Meetings
of  stockholders  may be held  within or without the State of  Delaware,  as the
bylaws may provide.  The books of the  Corporation  may be kept  (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the board of directors or in
the bylaws of the Corporation.

13.   Amendment.  The Corporation  reserves the right to amend,  alter change or
repeal any provision  contained in this  Certificate  of  Incorporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation.


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14.   Limitation on Director  Liability.  No director shall be personally liable
to the Corporation or any of its stockholders for monetary damages for breach of
fiduciary  duty as a director,  except for  liability  (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders,  (b) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of  law,  (c)  under  Section  174 of the  Delaware  General
Corporation  Law, or (d) for any transaction  from which the director derived an
improper personal benefit.  If the Delaware General Corporation Law hereafter is
amended to authorize the further  elimination  or limitation of the liability of
directors,  then the liability of a director of the Corporation,  in addition to
the limitations on personal liability  provided herein,  shall be limited to the
fullest extent permitted by the amended  Delaware  General  Corporation law. Any
repeal or modification of this Section shall be prospective  only, and shall not
adversely  affect any limitation on the personal  liability of a director of the
Corporation existing at the time of such repeal or modification.

15.   Indemnification.

      15.1. General.  Each person who was or is made a party to or is threatened
to be made a party to or is involved in any action, suit or proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the legal
representative,  is or was a Director or officer of the Corporation or is or was
serving at the request of the  Corporation as a Director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  proceeding  is  alleged  action in any other  capacity  while
serving as a Director, officer, employee or agent or in any other capacity while
serving as a Director, officer, employee or agent, shall be indemnified and held
harmless by the  Corporation  to the fullest  extent  authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the  Corporation  to  provide  broader  indemnification  rights  than  said  law
permitted  the  Corporation  to provide  prior to such  amendment),  against all
expense, liability and loss (including attorneys' fees, judgments,  fines, ERISA
excise  taxes  or  penalties  and  amounts  paid or to be  paid  in  settlement)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue  as to person who has ceased to be a  Director,
officer,  employee  or agent and shall inure to the benefit of his or her heirs,
executors and  administrators;  provided,  however,  that, except as provided in
Subsection  15.2,  the  Corporation  shall  indemnify  any such  person  seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding  (or part  thereof) was  authorized  by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the  Corporation  the expenses  incurred in  defending  any such  proceeding  in
advance  of its  final  disposition;  provided,  however,  that if the  Delaware
General  Corporation  Law requires,  the payment of such expenses  incurred by a
Director or officer in his or her  capacity as a Director or officer (and not in
any other  capacity in which  service was or is rendered by such person  while a
Director  or  officer,  including,  without  limitation,  service to an employee


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benefit plan) in advance of the final  disposition of a proceeding shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
Director or officer,  to repay all amounts so advanced if it shall ultimately be
determined that such Director or officer is not entitled to be indemnified under
this  Section  or  otherwise.  The  Corporation  may,  by action of its Board of
Directors,  provide  indemnification  to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of Directors and
officers.

      15.2. Failure to Pay a Claim. If a claim under Subsection 15.1 is not paid
in full by the  Corporation  within  thirty (30) days after a written  claim has
been received by the Corporation,  the claimant may at any time thereafter bring
suit against the  Corporation  to recover the unpaid amount of the claim and, if
successful in whole or part,  the claimant shall be entitled to be paid also the
expense of  prosecuting  such  claim.  It shall be a defense to any such  action
(other  than an action  brought  to  enforce a claim for  expenses  incurred  in
defending any proceeding in advance of its final  disposition where the required
undertaking,  if any is required, has been tendered to the Corporation) that the
claimant has not met the  standards of conduct which make it  permissible  under
the Delaware  General  Corporation  Law for the  Corporation  to  indemnify  the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation.  Neither the failure of the Corporation (including its Board
of Directors,  independent  legal counsel,  or its  stockholders) to have made a
determination  prior to the commencement of such action that  indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable  standard of conduct set forth in the  Delaware  General  Corporation
Law, nor an actual  determination  by the  Corporation  (including  its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption  that the claimant has not met the  applicable  standard of
conduct.

      15.3. Not  Exclusive.  The right to  indemnification  and the  payment  of
expenses  incurred in defending a proceeding in advance of its final disposition
conferred  in this  Section  shall not be exclusive of any other right which any
person  may have or  hereafter  acquire  under any  statute,  provision  of this
Certificate  of  Incorporation,   bylaw,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

      15.4. Insurance.  The Corporation may maintain insurance,  at its expense,
to  protect  itself  and  any  Director,  officer,  employee  or  agent  of  the
Corporation or another corporation,  partnership, joint venture, trusts or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

      15.5. Definition of the Corporation.  As used in this Section,  references
to "the  Corporation"  shall include,  in addition to the resulting or surviving
corporation,  any constituent  corporation absorbed in a consolidation or merger
which,  if its  separate  existence  had  continued,  would  have had  power and
authority to indemnify its Directors,  officers,  employees and agents,  so that
any  person  who is or was a  Director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a Director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust, or other enterprise, shall stand in the same
position  under the  provisions of this Section with respect to the resulting or
surviving  corporation  as he  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.


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      15.6. Severability.  If  this  Section  or any  portion  hereof  shall  be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless  indemnify each Director,  officer,  employee and
agent of the Corporation as to expenses (including attorneys' fees),  judgments,
fines and  amounts  paid in  settlement  with  respect  to any  action,  suit or
proceeding, whether civil, criminal, administrative or investigative,  including
a grand jury proceeding and an action by the Corporation,  to the fullest extent
permitted  by any  applicable  portion of this  Section that shall not have been
invalidated or by any other applicable law.


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