CHINA BROADBAND CORP
10KSB, EX-3.02, 2000-07-11
NON-OPERATING ESTABLISHMENTS
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                                                                    EXHIBIT 3.02

                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                         INSTITUTE FOR COUNSELING, INC.


The undersigned,  being the Vice-President and Assistant  Secretary of Institute
for  Counseling,  Inc.,  hereby  declares  that  the  original  Articles  of the
corporation  were  filed with the  Secretary  of State of the State of Nevada on
February 9, 1993.  Pursuant to the  provisions of NRS Ch. 78, on March 14, 2000,
the Shareholders of the corporation, representing a majority of the voting power
of the company's Common Stock, unanimously voted for the following amendments to
the Articles of Incorporation:

                                    ARTICLE 1

     SECTION 1.01 CORPORATION NAME. The name of the corporation is:

                              CHINA BROADBAND CORP.


                                    ARTICLE 4

     SECTION 4.01 CAPITAL STOCK. The total outstanding shares of Common Stock is
reverse  split on the basis of 0.65104  for 1,  reducing  the total  outstanding
shares to 1,500,000. The total authorized capital stock of the corporation shall
remain 50,000,000 shares of common stock, par value $.001 per share,  unaffected
by the reverse split.

     THE  UNDERSIGNED,  being the  Vice-President  and  Assistant  Secretary  of
Institute for  Counseling,  Inc.  hereby  declares and certifies  that the facts
herein stated are true and, accordingly, has hereunto set his hand this 14th day
of April, 2000.

                                              /s/ Michael J. Morrison
                                              ----------------------------------
                                                       Vice-President


                                              /s/ Michael J. Morrison
                                              ----------------------------------
                                                       Assistant Secretary

STATE OF          )
                  ) ss:
COUNTY OF         )

On this 14th day of April, 2000, before me, a Notary Public, personally appeared
Michael J.  Morrison,  personally  known or proven to me to be the President and
Secretary of Institute for Counseling, Inc., and executed the above instrument.

                                              /s/ Christelle Morrison
                                              ----------------------------------
                                                     Notary Public

                                       NOTARY SEAL
                                       -----------
                                       CHRISTELLE MORRISON
                                       Notary Public - State of Nevada
                                       Appointment Recorded in Washoe County
                                       No: 00-59944-2 Expires December 8, 2000




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