EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                            BEFORE PAYMENT OF CAPITAL

                                       OF

                       TRIMEDIA ENTERTAINMENT GROUP, INC.

     I,  the  undersigned, being the sole incorporator of TriMedia Entertainment
Group,  Inc.,  a  corporation  organized and existing under and by virtue of the
General  Corporation  Law  of  the  State  of  Delaware,

DO  HEREBY  CERTIFY:

FIRST:  That Article Fourth of the Certificate of Incorporation be and it hereby
is  amended  to  read  in  its  entirety  as  follows:

     "4.     The  total  number  of  shares of stock which the Corporation shall
have  authority  to issue is: one hundred twenty million shares (120,000,000) of
which  one hundred million (100,000,000) shall be common stock, with a par value
of  $0.0001 per share and twenty million shares (20,000,000) of preferred stock,
with  a  par  value  of  $0.0001 per share, and the voting powers, designations,
preferences  and  relative  participating,  optional  or  other  special
qualifications,  limitations  or  restrictions  thereof  set  forth hereinafter:

     (a)     The  Preferred  Stock  may be issued in one or more series, each of
which  shall  be  distinctively  designated,  shall  rank  equally  and shall be
identified  in  all  respects  except as otherwise provided in subsection (b) of
this  Section  4.

     (b)  Authority  is  hereby  vested  in the Board of Directors to issue from
          time  to  time  the  Preferred Stock of any series and to state in the
          resolution  or resolutions providing for the issuance of shares of any
          series  the  voting  powers,  if  any,  designations,  preferences and
          relative,  participating,  optional  or  other special rights, and the
          qualifications, limitations or restrictions of such series to the full
          extent  now or hereafter permitted by the law of the State of Delaware
          in  respect  of  the matters set forth in the following clauses (i) to
          (viii)  inclusive:

     (i)  the  number  of  shares to constitute such series, and the distinctive
          designations  thereof;

     (ii) the  voting  powers,  full  or  limited,  if  any,  of  such  series;


                              Exhibit 3.2 - Page 1





     (iii)  the  rate  of  dividends  payable  on  shares  of  such  series, the
          conditions on which and the times when such dividends are payable, the
          preference  to,  or  the  relation  to,  the  payment of the dividends
          payable  on  any  other  class,  classes  or  series of stock, whether
          cumulative  or  non-cumulative and, if cumulative, the date from which
          dividends  on  shares  of  such  series  shall  be  cumulative;

     (iv) the  redemption  price or prices, if any, and the terms and conditions
          on  which  shares  of  such  series  shall  be  redeemable;

     (v)  the  requirement  of  any  sinking  fund or funds to be applied to the
          purchase or redemption of shares of such series and, if so, the amount
          of  such  fund  or  funds  and  the  manner  of  application;

     (vi) the  rights of shares of such series upon the liquidation, dissolution
          or  winding  up  of,  or  upon  any distribution of the assets of, the
          Corporation;

    (vii) the  rights,  if  any,  of  the  holders of shares of such series to
          convert  such  shares  into, or to exchange such shares for, shares of
          any other class, classes or series of stock and the price or prices or
          the  rates  of exchange and the adjustments at which such shares shall
          be  convertible or exchangeable, and any other terms and conditions of
          such  conversion  or  exchange;  and

   (viii) any other preferences and relative, participating, optional or other
          special  rights  of  shares  of  such  series,  and  qualifications,
          limitations  or  restrictions  including,  without  limitation,  any
          restriction  on  an  increase  in  the  number of shares of any series
          theretofore  authorized  and  any  qualifications,  limitations  or
          restrictions  of rights or powers to which shares of any future series
          shall  be  subject.

     (c)     The number of authorized shares of Preferred Stock may be increased
or  decreased  by the affirmative vote of the holders of a majority of the votes
of  all  classes of voting securities of the Corporation without a class vote of
the  Preferred Stock, or any series thereof, except as otherwise provided in the
resolution  or  resolutions  fixing  the  voting  rights  of  any  series of the
Preferred  Stock."

SECOND:  That the corporation has not received any payment for any of its stock.

THIRD:  That the amendment was duly adopted in accordance with the provisions of
section  241  of  the  General  Corporation  Law  of  the  State  of  Delaware.

IN  WITNESS  WHEREOF,  we have signed this certificate this 17th day of October,
2002.

                              _/s/  Amanda  J.  Masucci
                              -------------------------
                              By:  Amanda  J.  Masucci,  Sole  Incorporator


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