Exhibit 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               PLANET411.COM INC.

ARTICLE I - NAME: The name of the Corporation is:

                               Planet411.com Inc.

ARTICLE II -REGISTERED OFFICE; REGISTERED AGENT:

The address of its registered office in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

ARTICLE III - DURATION: The Corporation shall have perpetual existence.

ARTICLE IV - PURPOSES: The purpose, object and nature of the business for which
this Corporation is organized are (a) to engage in any lawful activity permitted
by a Delaware corporation; (b) to carry on such business as may be necessary,
convenient, or desirable to accomplish the above purposes, and to do all other
things incidental thereto which are not forbidden by law or by this Certificate
of Incorporation.

ARTICLE V - POWERS: The powers of the Corporation shall be all of those powers
granted by the Delaware General Corporation Law (the "GCL"), under which the
Corporation is formed. In addition, the Corporation shall have the following
specific powers:

      (a)   To elect or appoint officers and agents of the Corporation and to
            fix their compensation; (b) To act as an agent for any individual,
            association, partnership, corporation or other legal entity; (c) To
            receive, acquire, hold, exercise rights arising out of the ownership
            or possession thereof, sell, or otherwise dispose of, shares or
            other interests in, or obligations of, individuals, associations,
            partnerships, corporations, or governments; (d) To receive, acquire,
            hold, pledge, transfer, or otherwise dispose of shares of the
            Corporation, but such shares may only be purchased, directly or
            indirectly, out of earned surplus; (e) To make gifts or
            contributions for the public welfare or for charitable, scientific
            or educational purposes, and in time of war, to make donations in
            aid of way activities.

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ARTICLE VI - CAPITAL STOCK:

      The amount of the total authorized capital stock of the Corporation, and
      the number and par value of the shares of which it is to consist, is
      210,000,001 shares, divided into classes as follows:

      10,000,000 shares shall be Preferred Stock, $0.001 par value per share
      ("Preferred Stock");

      200,000,000 shares shall be Common Stock, $0.001 par value per share
      ("Common Stock"); and

      One share shall be Special Voting Stock, $0.001 par value ("Special Voting
      Stock").

      Shares of any class of stock of the Corporation may be issued for such
      consideration and for each corporate purpose as the Board of Directors may
      from time to time determine. No capital stock, after the amount of the
      subscription price (which shall not be less than the par value thereof)
      has been paid in, shall be subject to assessments.

      The following is a description of the different classes and a statement of
      the relative rights of the holder of the Preferred Stock, the Common Stock
      and the Special Voting Stock.

      PREFERRED STOCK

      The Board of Directors of the Corporation is authorized at any time and
      from time to time to provide for the issuance of shares of Preferred Stock
      of the Corporation in one or more series with such voting power, full or
      limited, or without voting powers, and with such designations, preferences
      and relative, participating, optional or other special rights, and
      qualifications, limitations or restrictions thereof as are stated and
      expressed in this Certificate of Incorporation, and to the extent not to
      stated or expressed, as may be stated and expressed in a resolution or
      resolutions establishing such series and providing for the issuance
      thereof adopted by the Board of Directors pursuant to the authority to do
      so which is hereby expressly vested in it, including, without limiting the
      generality of the foregoing, the following:

      1.    the designation and number of shares of each such series;

      2.    the dividend rate of each such series, the conditions and dates upon
            which such dividends shall be payable, the preferences or relation
            of such dividends to dividends payable on any other class or classes
            of capital stock of the Corporation, and whether such dividends
            shall be cumulative or non-cumulative;

      3.    whether the shares of each such series shall be subject to
            redemption by the Corporation, and, if made subject to such
            redemption, the times, prices, rates, adjustments and other terms
            and conditions of such redemption;

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      4.    the terms and amount of any sinking or similar fund provided for the
            purchase or redemption of the shares of each such series;

      5.    whether the shares of each such series shall be convertible into or
            exchangeable for shares of capital stock or other securities of the
            Corporation or of any other 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;

      6.    the extent, if any, to which the holders of the shares of any series
            shall be entitled to vote as a class or otherwise with respect to
            the election of directors or otherwise;

      7.    the restrictions and conditions, if any, upon the issue or release
            of any additional Preferred Stock ranking on a parity with or prior
            to such shares as to dividends or upon dissolution;

      8.    the rights of the holders of the shares of such series upon the
            dissolution of, or upon the distribution of assets of, the
            Corporation, which rights may be different in the case of voluntary
            dissolution that the case of involuntary dissolution; and

      9.    any other relative rights, preferences or limitations of shares of
            such series consistent with this Article VI and applicable law.

      The powers, preferences and relative, participating, optional and other
      special rights of each series of Preferred Stock of the Corporation, and
      the qualifications, limitations or restrictions thereof, if any, may
      differ from those of any and all other series at any time outstanding. All
      shares of any one series of Preferred Stock of the Corporation shall be
      identical in all respects with all other shares of such series, except
      that shares of any one series issued at different times may differ as to
      the dates from which dividends thereon shall accrue or shall be
      cumulative. Except as may otherwise be required by law or this Certificate
      of Incorporation, the terms of any series of Preferred Stock may be
      amended without consent of the holders of any other series of Preferred
      Stock or of any class of capital stock of the Corporation.

      COMMON STOCK and SPECIAL VOTING STOCK

      Voting Rights

            (a)   Each share of Common Stock shall entitle the holder thereof to
                  one vote for each share held and the holder of the share of
                  Special Voting Stock shall have a number of votes equal to the
                  number of Exchangeable Shares ("Exchangeable Shares") of
                  3560309 Canada Inc., a Canada corporation ("Canco"),
                  outstanding from time to time that are not owned by the
                  Corporation or any of its direct or indirect subsidiaries.
                  Except as

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                  otherwise required by law or this Certificate of
                  Incorporation, the Common Stock and the Special Voting Stock
                  shall vote together as a single class in the election of
                  directors and on all matters submitted to vote of stockholders
                  of the Corporation.

            (b)   No holder of Common Stock or Special Voting Stock shall have
                  the right to cumulate votes in the election of Directors of
                  the Corporation or for any other purpose.

      Dividends.

      Subject to the rights of holders of Preferred Stock of the Corporation,
      the holders of Common Stock shall be entitled to share, on a pro rata
      basis, in any and all dividends, payable in cash or otherwise, as may be
      declared in respect of their holdings by the Board of Directors from time
      to time out of assets or funds of the Corporation legally available
      therefor, and the holders of Special Voting Stock shall not be entitled to
      receive any such dividends.

      Provisions Regarding Special Voting Stock.

            (a)   The holder of the share of Special Voting Stock is entitled to
                  exercise the voting rights attendant thereto in such manner as
                  such holder desires.

            (b)   At such times as the Special Voting Stock has no votes
                  attached to it because there are no Exchangeable Shares of
                  Canco outstanding that are not owned by the Corporation or any
                  of its direct or indirect subsidiaries, and there are no
                  shares of stock, debt, options or other agreements of Canco to
                  any other person (other than the Corporation or a direct or
                  indirect subsidiary of the Corporation), the Special Voting
                  Stock shall be cancelled (regardless of whether or not
                  surrendered to the Corporation).

      PROVISIONS APPLICABLE TO ALL CLASSES

      Liquidation Rights.

      In the event of any dissolution, liquidation or winding up of the affairs
      of the Corporation, whether voluntary or involuntary, after payment or
      provision for payment of the debts and other liabilities of the
      Corporation, the holders of each series of Preferred Stock shall be
      entitled to receive, out of the net assets of the Corporation, an amount
      for each share of Preferred Stock equal to the amount fixed and determined
      in accordance with the respective rights and priorities established by the
      Board of Directors in any resolution or resolutions providing for the
      issuance of any particular series of Preferred Stock before any of the
      assets of the Corporation shall be distributed or paid over to holders of
      Common Stock. After payment in full of said amounts to the holders of
      Preferred Stock of all series, any remaining assets shall be distributed
      to the holders of Common Stock. The holders of Special Voting Stock shall
      not be entitled to receive any

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      such assets. A merger or consolidation of the Corporation with or into any
      other corporation or a sale or conveyance of all or any material part of
      the assets of the Corporation (that does not in fact result in the
      liquidation of the Corporation and the distribution of assets to
      stockholders) shall not be deemed to be a voluntary or involuntary
      liquidation or dissolution or winding up of the Corporation within the
      meaning of this paragraph.

      Pre-emptive Rights.

      No stockholder of the Corporation, by reason of his holding any shares of
      any class of the Corporation, shall have any pre-emptive or preferential
      right to acquire or subscribe for any treasury or unissued shares of any
      class of the Corporation now or hereafter to be authorized, or any notes,
      debentures, bonds, or other securities convertible into or carrying any
      right, option or warrant to subscribe for or acquire shares of any class
      of the Corporation now or hereafter to be authorized, whether or not the
      issuance of any such shares, or such notes, debentures, bonds or other
      securities would adversely affect the dividends or voting rights of such
      stockholder, and the Board of Directors of the Corporation may issue
      shares of any class of this Corporation, or any notes, debentures, bonds
      or other securities convertible into or carrying rights, options or
      warrants to subscribe for or acquire shares of any class of the
      Corporation, without offering any such shares of any class of the
      Corporation, either in whole or in part, to the existing stockholders of
      any class of the Corporation.

      Consideration for Shares.

      The Common Stock, Preferred Stock or Special Voting Stock shall be issued
      for such consideration as shall be fixed from time to time by the Board of
      Directors. In the absence of fraud, the judgment of the Directors as to
      the value of any consideration for shares shall be conclusive. When such
      shares are issued upon payment of the consideration fixed by the Board of
      Directors, such shares shall be taken to be fully paid stock and shall be
      non-assessable. This provision shall not be amended in this particular.

      Stock Rights and Options.

      The Corporation shall have the power to create and issue rights, warrants
      or options entitling the holders thereof to purchase from the Corporation
      any shares of its capital stock of any class or classes upon such terms
      and conditions and at such times and places as the Board of Directors may
      provide, which terms and conditions shall be incorporated in an instrument
      or instruments evidencing such rights. In the absence of fraud, the
      judgment of the Board of Directors as to the adequacy of consideration for
      the issuance of such rights or options and the sufficiency thereof shall
      be conclusive.

ARTICLE VII - ASSESSMENT OF STOCK: No capital stock of this Corporation, after
the amount of the subscription price (which shall not be less than the par value
thereof) has been fully paid in, shall be assessable for any purpose, and no
stock issued as fully paid up shall ever be assessable or assessed. The holders
of such stock shall not be individually responsible for the

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debts, contracts, or liabilities of the Corporation and shall not be liable for
assessments to restore impairments in the capital of the Corporation.

ARTICLE VIII - DIRECTORS: For the management of the business, and for the
conduct of the affairs of the Corporation, and for the future definition,
limitation, and regulation of the powers of the Corporation and its directors
and stockholders, it is further provided:

       Section 1. Size of Board. The number of directors of the Corporation,
                  their qualifications, terms of office, manner of election,
                  time and place of meeting, and powers ad duties shall be such
                  as are prescribed by statute and in the by-laws of the
                  Corporation.

       Section 2. Powers of Board. In furtherance and not in limitation of the
                  powers conferred by the GCL, the Board of Directors is
                  expressly authorized and empowered:

                  (a)   To make, alter, amend, and repeal the By-Laws subject to
                        the power of the stockholders to alter or repeal the
                        By-Laws made by the Board of Directors.

                  (b)   Subject to the applicable provisions of the GCL and the
                        By-Laws then in effect, to determine, from time to time,
                        whether and to what extent, and at what times and
                        places, and under what conditions and regulations, the
                        accounts and books of the Corporation, or any of them,
                        shall be open to stockholder inspection. No Stockholder
                        shall have any right to inspect any of the accounts,
                        books or documents of the Corporation, except as
                        permitted by law, unless and until authorized to do so
                        by resolution of the Board of Directors or of the
                        Stockholders of the Corporation.

                  (c)   To issue stock of the Corporation for money, property
                        services rendered, labor performed, cash advanced,
                        acquisitions for other corporations or for any other
                        assets of value in accordance with the action of the
                        Board of Directors without vote or consent of the
                        stockholders and the judgment of the Board of Directors
                        as to value received and in return therefore shall be
                        conclusive and said stock, when issued, shall be
                        fully-paid and non-assessable (provided also that the
                        subscription price is equal to or exceeds the aggregate
                        par value of such shares).

                  (d)   To authorize and issue, without stockholder consent,
                        obligations of the Corporation, secured and unsecured,
                        under such terms and conditions as the Board, in its
                        sole discretion, may determine, and to pledge or
                        mortgage, as security therefore, any real or personal
                        property of the Corporation, including after-acquired
                        property;

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                  (e)   To determine whether any and, if so, what part, of the
                        earned surplus of the Corporation shall be paid in
                        dividends to the stockholders, and to direct and
                        determine other use and disposition of any such earned
                        surplus;

                  (f)   To fix, from time to time, the amount of the profits of
                        the Corporation to be reserved as working capital or for
                        any other lawful purpose;

                  (g)   To establish bonus, profit-sharing, stock option, or
                        other types of incentive compensation plans for the
                        employees, including offices and directors, of the
                        Corporation and to fix the amount of profits to be
                        shared or distributed, and to determine the persons to
                        participate in any such plans and the amount of their
                        respective participations;

                  (h)   To designate, by resolution or resolutions passed by a
                        majority of the whole board, one or more committees,
                        each consisting of two or more directors, which, to the
                        extent permitted by law and authorized by resolution or
                        the By-Laws, shall have and may exercise the powers of
                        the Board;

                  (i)   To provide for the reasonable compensation of the
                        directors of the Corporation by By-Law, and to fix the
                        terms and conditions upon which such compensation will
                        be paid; and

                  (j)   In addition to the powers and authority hereinbefore, or
                        by statute, expressly conferred upon it, the Board of
                        Directors may 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 laws of the State of Delaware, of this Certificate
                        of Incorporation, and of the By-Laws of the Corporation.

       Section 3. Interested Directors. No contract or transaction between
       this Corporation and any of its directors, or between this Corporation
       and any other corporation, firm, association, or other legal entity
       shall be invalidated by reason of the fact that the director of the
       Corporation has a direct interest, pecuniary or otherwise, in such
       corporation, firm, association, or legal entity, or because the
       interested director was present at the meeting of the Board of
       Directors which acted upon or in reference to such contract or
       transaction, or because he participated in such action, provided that
       the Corporation is in compliance with one or more of the conditions of
       Section 144 of the GCL (or any successor provision thereto).

ARTICLE IX - LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS. The personal
liability of a director or officer of the Corporation to the Corporation or the
stockholders for damages for breach of fiduciary duty as a director or officer
shall be limited to acts or omissions

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which involve intentional misconduct, fraud or a knowing violation of law, to
the extent permissible under the GCL.

ARTICLE X - INDEMNIFICATION. Each director and officer of the Corporation, and
such other persons as may be approved in accordance with Section 145 of the GCL
(or any successor provision thereto) may be indemnified by the Corporation as
follows:

                  (a)   The Corporation may indemnify any person who was or is
                        party, or is threatened, pending or completed action,
                        suit or proceeding, whether civil, criminal,
                        administrative or investigative (other than an action by
                        or in the right of the Corporation), by reason of the
                        fact that he is or was a director, officer, employee or
                        agent of the Corporation, or is or was serving at the
                        request of the Corporation as a director, officer,
                        employee or agent of another corporation, partnership
                        joint venture, trust or other enterprise, against
                        expenses (including attorneys fees), judgments, fines
                        and amounts paid in settlement, actually and reasonably
                        incurred by him in connection with the action, suit or
                        proceeding, if he acted in good faith and in a manner
                        which he reasonably believed to be in or not opposed to
                        the best interest of the Corporation and with respect to
                        any criminal action or proceeding, had no reasonable
                        cause to believe his conduct was unlawful. The
                        termination of any action, suit or proceeding, by
                        judgment, order settlement, conviction or upon a plea of
                        nolo contedere or its equivalent, does not of itself
                        create a presumption that the person did not act in good
                        faith and in a manner which he reasonably believed to be
                        in or not opposed to the best interest of the
                        Corporation, and that, with respect to any criminal
                        action or proceeding, he had reasonable cause to believe
                        that his conduct was unlawful.

                  (b)   The Corporation may indemnify any person who was or is a
                        party, or is threatened to be made a party, to any
                        threatened, pending or completed action or suit by in
                        the right of the Corporation, to procure a judgment in
                        its favor by reason of the fact that he is or was a
                        director, officer, employee or agent of the Corporation,
                        or is or was serving at the request of the Corporation,
                        as a director, officer, employee, or agent of another
                        corporation, partnership, joint venture, trust or other
                        interpose against expense including amounts paid in
                        settlement and attorneys' fees actually and reasonably
                        incurred by him in connection with the defense or
                        settlement of the action or suit, if he acted in good
                        faith and in a manner which he reasonably believe to be
                        in or not opposed to the best interest of the
                        Corporation. Indemnification may not be made for any
                        claim, issue or matter as to which such a person has
                        been adjudged by a court of competent jurisdiction,
                        after exhaustion of all appeals therefrom, to be liable
                        to the Corporation or for amounts paid in settlement to
                        the Corporation, unless and only to the extent that the
                        court in which the action or suit was brought or other
                        court of competent jurisdiction determines upon
                        application that in view of all the circumstances of the
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                        case the person is fairly and reasonably entitled to
                        indemnity for such expenses as the court deems proper.

                  (c)   To the extent that a director, officer, employee or
                        agent of the Corporation has been successful on the
                        merits or otherwise in defense of any action, suit or
                        proceeding referred to in subsections (a) and (b) of
                        this Article, or in defense of any claim, issue or
                        matter herein, he must be indemnified by the Corporation
                        against expenses, including attorney's fees, actually
                        and reasonably incurred by him in connection with the
                        defense.

                  (d)   Any other indemnification under subsections (a) and (b)
                        unless ordered by a court or advanced pursuant to
                        subsection (e), must be made by the Corporation only as
                        authorized in the specific case upon a determination
                        that indemnification of the director, officer, employee
                        or agent is proper in the circumstances. The
                        determination must be made by the one or more of the
                        persons (or groups thereof) specified in Section 145 of
                        the GCL (or any successor provision thereto).

                  (e)   Expenses of officers and directors incurred in defending
                        a civil or criminal action, suit or proceeding must be
                        paid by the Corporation as they are incurred and in
                        advance of the final disposition of the action, suit or
                        proceeding, upon receipt of an undertaking by or on
                        behalf of the director or officer to repay the amount if
                        it is ultimately determined by a court of competent
                        jurisdiction that he is not entitled to be indemnified
                        by the Corporation. The provisions of this subsection do
                        not affect any rights to advancement of expenses to
                        which corporate personnel other than directors or
                        officers may be entitled under any contract or otherwise
                        by law.

                  (f)   The indemnification and advancement of expenses
                        authorized in or ordered by a court pursuant to this
                        section:

                        (i)   Does not exclude any other rights to which a
                              person seeking indemnification or advancement of
                              expenses my be entitled under the certificate or
                              articles of incorporation or any by-law agreement,
                              vote of stockholders or disinterested directors or
                              otherwise, for either an action is his official
                              capacity or an action in another capacity while
                              holding his office, except that indemnification,
                              unless ordered by a court pursuant to subsection
                              (b) or for the advancement of expenses made
                              pursuant to subsection (e) may not be made to or
                              on behalf of any director or officer if a final
                              adjudication establishes that his acts or
                              omissions involved intentional misconduct, fraud
                              or a knowing violation of the law and was material
                              to the cause of action.

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                        (ii)  Continues for a person who has ceased to be a
                              director, officer, employee, or agent and inures
                              to the benefit of the heirs, executors and
                              administrators of such a person.

ARTICLE XI - PLACE OF MEETING; CORPORATE BOOKS. Subject to the GCL, the
stockholders and the Directors shall nave power to hold their meetings, and the
Directors shall have power to have an office or offices and to maintain the
books of the Corporation either inside or outside of the State of Delaware, at
such place or places as may from time to time be designated in the By-Laws or by
appropriate resolution.

ARTICLE XII - AMENDMENT OF ARTICLES. The provisions of this Certificate of
Incorporation may be amended, altered or repealed from time to time to the
extent and in the manner prescribed by the GCL, and additional provisions
authorized by such laws as are then in force may be added. All rights herein
conferred on the directors, officers and stockholders are granted subject to
this reservation.

ARTICLE XIII - INCORPORATOR. The name and mailing address of the incorporator
is:

                           Marc A. Berger
                           Goodman Phillips & Vineberg
                           430 Park Avenue
                           New York, NY  10022