Exhibit 3.1 (a)

                             ARTICLES OF AMENDMENT
                      TO THE ARTICLES OF INCORPORATION OF
                          PARALLAX ENTERTAINMENT, INC.

Pursuant to the  provisions  of Article 4.04 of the Texas  Business  Corporation
Act, the undersigned  corporation  adopts the following articles of Amendment to
the Articles of Incorporation:

                                   ARTICLE ONE

The following  amendment to the Articles of Incorporation  was adopted in August
2001 by the consent of the shareholders of the Corporation holding a majority of
the shares of common  stock,  pursuant to Article 9.10A and Article 2.28D of the
Texas Business  Corporation Act, to increase the authroized commmon stock of the
Corporation  to  200,000,000  shares  and to  authorize  1,000,000  shares  of a
preferred class of stock:

     Article  Five  is  hereby  deleted  in its  entirety  and  replaced  by the
following language:

                              "Article Five Stock"

     The Corporation is authorized to issue shares of two classes of stock to be
designated  "common stock" and "preferred  stock." The Corporation is authorized
to issue a total number of  200,000,000  common shares and  1,000,000  preferred
shares; the par value of each share is $0.01.

                                 ARTICLE THREE

The number of shares of the corporation outstanding at the time of such adoption
was 1,118,800; and the number of shares entitled to vote thereon was 1,118,800.

                                  ARTICLE FOUR

The holders of 622,000,  or 55.6%, of the shares of common stock outstanding and
entitled to vote on said amendment have signed a consent in writing  pursuant to
Article 9.10 adopting siad amendment and any written notice  required by Article
9.10 has been given.  Article ten of the  Articles  of  Incorporation  authorize
approval of amendments of less than 2/3 of shareholders.

                                  ARTICLE FIVE

These Articles of Amendment shall be effective on October 4, 2001.


Dated:  August 29, 2001

                                                    PARALLAX ENTERTAINMENT, INC.


                                                    By: /s/ Gust Kepler
                                                        ------------------------
                                                        Gust C. Kepler
                                                        President & CEO

                                ACKNOWLEDGEMENT
                                ---------------

STATE OF TEXAS

COUNTY OF DALLAS

     This  instrument  was  acknowledged  before me on this 29th day of  August,
2001, by Gust Kepler.


(SEAL)

                                                   -----------------------------
                                                   Notary Public, State of Texas