CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
AMALGAMATED ENTERTAINMENT, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is Amalgamated Entertainment, Inc.
2. The certificate of incorporation of the Corporation is hereby
amended by adopting the following amendment authorized by directors'
resolution and the written consent of the majority shareholder of the
Corporation whom owns 3,000,000 of the 5,999,288 shares of outstanding
common stock of the Corporation.
RESOLVED, that the Company effect a revenge split of its
outstanding voting securities on a basis of 1 for 30, effective as of
the date of filing with the State of Delware, while retaining the
current authorized capital and par value, with appropriate adjustments
in the stated capital accounts and capital surplus accounts; provided,
however, that no stockholder, computed on a per stockholder of record
basis on the effective date, currently owning 100 or more shares shall
be reduced to less than 100 shares as a result of the reverse split
and that no stockholder owning less than 100 shares, on the per
stockholder of record basis on the effective date hereof, shall be
affected by the reverse split; such additional shares required to
provide the minimum of 100 shares shall be conveyed to the Company by
the consenting majority shareholder; and provided, further, that all
fractional shares shall be rounded up to the nearest whole share, and
that these shares for rounding to the nearest whole share, and that
these shares for rounding to the nearest whole share shall be provided
by the Corporation, as stated below, the reverse split will become
effective as of the filing date of the Articles of Amendment with the
state of Delaware; and
3. The amendment of the certificate of incorporation herein certified
have been duly adopted in accordance with provisions of Section 228
and 242 of the General Corporation Law of the State of Delaware.
The effective time of the amendments herein certified shall be the
date of filing with Secretary of State of the State of Delaware.
Signed on /S/ 4-1-99 /S/ JAMES P. DOOLIN
James P. Doolin
President and Director
