<PAGE>
EXHIBIT 3.1(c)
--------------
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
CHANGING NAME OF CORPORATION
(After issuance of Stock)
PROGRAM ENTERTAINMENT GROUP, INC.
A Nevada Corporation
We the undersigned, President and Assistant Secretary of Program Entertainment
Group, Inc. a Nevada Corporation do hereby certify:
That the Shareholders of said corporation, at a meeting duly convened and held
in Las Vegas, Nevada on July 22, 1997 are presented with a resolution whereby
the Board of Directors would amend the Articles of Incorporation to change the
name of the corporation. That a majority of the shareholders were represented at
the meeting of stockholders either in person or by proxy. That a majority of the
shareholders with voting rights at said meeting authorized the Board of
Directors to amend the Articles of Incorporation changing the name of the
corporation to Santa Maria Resources, Inc.:
That the Board of Directors of said corporation at a meeting duly convened, held
July 22, 1997, adopted a resolution to amend the original Articles of
Incorporation so that Article I of the Articles of Incorporation would delete
the phrase "The name of the corporation is Program Entertainment Group, Inc."
and insert the phrase "The name of the corporation is Santa Maria Resources,
Inc.":
Henceforth the name of the corporation shall be SANTA MARIA RESOURCES, INC.
___________________________________ ______________________________________
President Assistant Secretary
32
<PAGE>
ACKNOWLEDGMENT:
STATE OF NEVADA
COUNTY OF CLARK
On July 22, 1997 personally appeared before me, a Notary Public, Robert Sturges,
President and Alan H. Russell, Assistant Secretary of the Corporation, who
acknowledged they executed the above instrument on behalf of said Corporation.
______________________________
NOTARY PUBLIC
33
