Exhibit 99.3.1

    FORM 52-109FT1 - CERTIFICATION OF ANNUAL FILINGS DURING TRANSITION PERIOD

I, T. Robert MacLean, Chief Executive Officer of Points International Inc.,
certify that:

     1.   I have reviewed the annual filings (as this term is defined in
          Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
          Annual and Interim Filings) of Points International Inc. (the issuer)
          for the period ending December 31, 2004;

     2.   Based on my knowledge, the annual filings do not contain any untrue
          statement of a material fact or omit to state a material fact required
          to be stated or that is necessary to make a statement not misleading
          in light of the circumstances under which it was made, with respect to
          the period covered by the annual filings; and

     3.   Based on my knowledge, the annual financial statements together with
          the other financial information included in the annual filings fairly
          present in all material respects the financial condition, results of
          operations and cash flows of the issuer, as of the date and for the
          periods presented in the annual filings.

Date: March 4, 2005


                                        [Original Signature]
                                        ----------------------------------------
                                        T. Robert MacLean
                                        Chief Executive Officer



    FORM 52-109FT1 - CERTIFICATION OF ANNUAL FILINGS DURING TRANSITION PERIOD

I, Stephen Yuzpe, Chief Financial Officer of Points International Inc., certify
that:

     1.   I have reviewed the annual filings (as this term is defined in
          Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
          Annual and Interim Filings) of Points International Inc. (the issuer)
          for the period ending December 31, 2004;

     2.   Based on my knowledge, the annual filings do not contain any untrue
          statement of a material fact or omit to state a material fact required
          to be stated or that is necessary to make a statement not misleading
          in light of the circumstances under which it was made, with respect to
          the period covered by the annual filings; and

     3.   Based on my knowledge, the annual financial statements together with
          the other financial information included in the annual filings fairly
          present in all material respects the financial condition, results of
          operations and cash flows of the issuer, as of the date and for the
          periods presented in the annual filings.

Date: March 4, 2005

                                        /s/ Stephen Yuzpe
                                        ----------------------------------------
                                        Stephen Yuzpe
                                        Chief Financial Officer