<PAGE>   1
                                                                   Exhibit 3 (i)



                     RESTATED CERTIFICATE OF INCORPORATION

           Durwood, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:

           1. The name of the corporation is Durwood, Inc., and it was
originally incorporated under the same name, and the original Certificate of
Incorporation of the corporation was filed with the Secretary of State of the
State of Delaware on July 12, 1996.

           2. Pursuant to Section 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this corporation.

           3. The text of the Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated and further amended to
read in its entirety as follows:

                          CERTIFICATE OF INCORPORATION
                                       OF
                       SPORTSNUTS.COM INTERNATIONAL, INC.

                                 ARTICLE I. NAME

           The name of the corporation is SPORTSNUTS.COM INTERNATIONAL, INC.
(the "Corporation").

                          ARTICLE II. REGISTERED OFFICE

<PAGE>   2

           The address of the Corporation's registered office in the State of
Delaware is Corporation Service Company, 1013 Centre Road, in the City of
Wilmington, County of New Castle and its registered agent at such address is
CORPORATION SERVICE COMPANY.

                              ARTICLE III. PURPOSE

           The purpose or purposes 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.

                            ARTICLE IV. CAPITAL STOCK

           The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Preferred Stock" and "Common Stock". The number of
shares of Preferred Stock authorized to be issued is Five Million (5,000,000).
The number of shares of Common Stock authorized to be issued is Fifty Million
(50,000,000). The Preferred Stock and the Common Stock shall each have a par
value of $.0001 per share.

                  (a) Provisions Relating to the Common Stock. Each holder of
           Common Stock is entitled to one vote for each share of Common Stock
           standing in such holder's name on the records of the Corporation on
           each matter submitted to a vote of the stockholders, except as
           otherwise required by law.

                  (b) Provisions Relating to Preferred Stock. The Board of
           Directors (the "Board") is authorized, subject to limitations
           prescribed by law and the provisions of this Article IV, to provide
           for the issuance of the shares of Preferred Stock in accordance with
           Sections 102(a) and 151(a) of the General Corporation Law of
           Delaware, in one or more 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 qualification, limitations or
           restrictions thereof.

                          ARTICLE V. BOARD OF DIRECTORS

                  (a) Number. The number of directors constituting the entire
           Board shall be as fixed from time to time by vote of a majority of
           the entire Board, provided, however, that the number of directors
           shall not be reduced so as to shorten the terms of any director at
           any time in office.

                  (b) Classified Board. The Board shall be divided into three
           classes, as nearly equal in numbers as the then total number of
           directors constituting the entire Board permits with the term of
           office of one class expiring each year. At the first annual meeting
           of the stockholders, directors of the first class will be elected to
           hold office for a term expiring at the next succeeding annual
           meeting, directors of the second class will be elected to hold office
           for a term expiring at the second succeeding annual meeting, and
           directors of the third class will be elected to hold office for a
           term expiring at the third succeeding annual meeting.

<PAGE>   3

                  (c) Vacancies. Vacancies on the Board shall be filled by the
           affirmative vote of the majority of the remaining directors, though
           less than a quorum of the Board, or by election at an annual meeting
           or at a special meeting of the stockholders called for that purpose.

                  (d) Election of directors need not be by written ballot.

                               ARTICLE VI. BY-LAWS

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

                             ARTICLE VII. LIABILITY

           To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or as may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of the Corporation. Any amendment or repeal of this Article
VII will not eliminate or reduce the affect of any right or protection of a
director of the Corporation existing immediately prior to such amendment or
repeal.

                    ARTICLE VIII. SPECIAL VOTING REQUIREMENTS

           The following actions, when submitted to the stockholders of the
Corporation for their consideration, shall require the affirmative vote of at
least 66 2/3% of the outstanding Common Stock of the Corporation: amendment of
Sections (a), (b), or (c) of Article V of the Certificate of Incorporation. The
foregoing voting requirements shall not otherwise be deemed to affect the voting
rights granted by this Certificate of Incorporation, the By-laws, or the
Delaware General Corporation Law, to the Board.

           IN WITNESS WHEREOF, this Restated Certificate of Incorporation has
been signed under the seal of the Corporation this 6th day of April, 1999.

                                        DURWOOD, INC.


                                    By: /s/ Darren Heiselt
                                        ----------------------------------------
                                        Darren Heiselt, President and Secretary