SYCONET COM INC
SB-2/A, EX-3.1(C), 2000-06-27
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                                                  EXHIBIT 3.1c


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                SYCONET.COM, INC.


               (under Section 242 of the General Corporation Law)


     The  undersigned  corporation,   in  order  to  amend  its  Certificate  of
Incorporation, hereby certifies as follows:

FIRST:   The name of the corporation is: SYCONET.COM, INC.

SECOND:  The  corporation  hereby amends its  Certificate  of  Incorporation  as
follows:

     Paragraph  FOURTH of the  Certificate  of  Incorporation,  relating  to the
     Corporation's authorized shares of capital stock, is hereby amended to read
     as follows:

          "FOURTH:  The aggregate  number of shares which the Corporation  shall
          have authority to issue is eighty-six million  (86,000,000) shares, of
          which  eighty-five  million  (85,000,000)  shares shall be  designated
          common  stock and shall  have a par value of $.0001  per share and one
          million  (1,000,000)  shares shall be designated  preferred  stock and
          shall have a par value of $.0001 per share.

THIRD:  The amendment  effected  herein was authorized by written consent of the
holders  of a majority  of the  outstanding  shares  entitled  to vote  thereon;
written  notice of this  corporate  action  has been  given to all  stockholders
entitled to vote thereon who did not consent in writing to such action  pursuant
to Sections 228 and 242 of the General Corporation Law of the State of Delaware.

<PAGE>


     IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury, this 21st day of June,
2000.




                                              /s/ Sy R. Picon
                                              ----------------------------------
                                              Sy R. Picon
                                              President and
                                              Chief Executive Officer


                                       -2-


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