RESTATED ARTICLES OF INCORPORATION
                                       OF
                               GTC  TELECOM  CORP.

                                    ARTICLE I

     The  name  of  this  corporation  is:

     GTC  TELECOM  CORP.

                                   ARTICLE II

     Offices  for  the transaction of any business of the Corporation, and where
meetings  of  the  Board  of  Directors  and of Stockholders may be held, may be
established  and  maintained in any part of the State of Nevada, or in any other
state,  territory,  or  possession  of  the  United  States.

                                   ARTICLE III

     The  nature  of  the  business  is  to  engage  in  any  lawful  activity.

                                   ARTICLE IV

     The  capital stock of the Corporation shall consist of 50,000,000 shares of
Common  Stock, $0.001 par value and 10,000,000 shares of preferred stock, $0.001
par  value.

     The  shares  of  Preferred  Stock may be issued from time to time in one or
more  series.  The  Board  of  Directors  of  the  Corporation  (the  "Board  of
Directors")  is  expressly  authorized to provide for the issue of all or any of
the  shares  of the Preferred Stock in one or more series, and to fix the number
of  shares  and  to determine or alter for each such series, such voting powers,
full  or  limited,  or no voting powers, and such designations, preferences, and
relative,  participating,  optional,  or  other  rights and such qualifications,
limitations,  or  restrictions  thereof, as shall be stated and expressed in the
resolution  or  resolutions  adopted by the Board of Directors providing for the
issue  of  such shares (a "Preferred Stock Designation") and as may be permitted
by  the  General Corporation Law of the State of Nevada.  The Board of Directors
is  also  expressly authorized to increase or decrease (but not below the number
of  shares  of  such series then outstanding) the number of shares of any series
subsequent  to the issue of shares of that series.  In case the number of shares
of  any such series shall be so decreased, the shares constituting such decrease
shall  resume  the  status that they had prior to the adoption of the resolution
originally  fixing  the  number  of  shares  of  such  series."

                                    ARTICLE V

     The  members  of  the  governing  board  of the corporation shall be styled
directors,  of  which  there  shall  be no more than five. The Directors of this
corporation  need  not  be  stockholders.

                                   ARTICLE VI

     This  corporation  shall  have  perpetual  existence.


                                   ARTICLE VII

     Corporation  shall  have president, a secretary, a treasurer and a resident
agent,  to  be chosen by the Board of Directors, any person may hold two or more
offices.

                                  ARTICLE VIII

     The Capital Stock of the corporation, after the fixed consideration thereof
has  been  paid  or  performed,  shall  not  be  subject  to assessment, and the
individual  liable  for  the  debts  and liabilities of the Corporation, and the
Articles  of  Incorporation  shall never be amended as the aforesaid provisions.

                                   ARTICLE IX

     No director or officer of the corporation shall be personally liable to the
corporation  of  any of its stockholders for the damages for breach of fiduciary
duty as a director or officer involving any act or omission of any such director
or  officer  provided, however, that the foregoing provision shall not eliminate
or  limit  the  liability  of  a director or officer for acts or omissions which
involve  intentional  misconduct,  fraud  or  a knowing violation of law, or the
payment  of  dividends  in  violation  of  Section  78.300 of the Nevada Revised
Statutes.  Any repeal or modification of this Article of the Stockholders of the
Corporation  shall  be  prospective  only,  and  shall  not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for  acts  or  omissions  prior  to  such  repeal  or  modification.



     The number of shares of the corporation outstanding and entitled to vote on
this  Restated  Articles of Incorporation is 19,910,907; that the said change(s)
and  the  Restated Articles of Incorporation have been consented to and approved
by  a  majority  all  of the stockholders of each class of stock outstanding and
entitled  to  vote  thereon.

/s/ S. Paul Sandhu                             /s/ Eric A. Clemons
________________________________               _____________________________
S.  Paul  Sandhu                               Eric  A.  Clemons
President                                      Secretary