FANTASTICON INC
10KSB, EX-3.1(B), 2000-12-29
ALLIED TO MOTION PICTURE DISTRIBUTION
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                                EXHIBIT 3.1(b)
                                --------------

                           CERTIFICATE OF AMENDMENT

                                      OF

                           ARTICLES OF INCORPORATION

The Movie Greats Network, Inc., a corporation organized under the laws of the
State of Nevada, by its president and secretary does hereby certify:

     1. That the board of directors of said corporation at a meeting duly
convened and held on the 29th day of July, 1992, passed a resolution declaring
that the following change and amendment in the articles of incorporation is
advisable.

     RESOLVED that Article I of the Articles of Incorporation of this
     corporation be amended to read as follow: "The name of this corporation is
     The Program Entertainment Group, Inc."

     That the number of shares of the corporation outstanding and entitled to
vote on an amendment to the articles of incorporation is 17,334,984; that the
said change and amendment has been consented to and authorized by the written
consent of stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

     IN WITNESS WHEREOF, the said The Movie Greats Network, Inc. has caused this
certificate to be signed by its president and its secretary and its corporate
seal to be hereto affixed this 30th day of July, 1992.

                                              THE MOVIE GREATS NETWORK, INC.

                                              By: ______________________________
                                                  William D. Morrison, President

                                              By: ______________________________
                                                  Jay J. Shapiro, Secretary

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<PAGE>

     STATE OF CALIFORNIA        )
                                ) ss:
     COUNTY OF LOS ANGELES      )

     On July ____, 1992 personally appeared before me, a Notary Public, William
D. Morrison and Jay J. Shapiro, who acknowledge that they executed the above
instrument.

                                              ____________________________

                                              (Notary Public)



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