CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          STANFORD CAPITAL CORPORATION

                                 * * * * * * * *

     Stanford Capital  Corporation.  a corporation  organized and existing under
and by virtue of the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"),  in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, does hereby certify:

     FIRST:  By unanimous  consent of the Board of Directors  and consent of the
majority   stockholders  of  the  Corporation   resolutions  were  duly  adopted
summarizing a proposed  amendments to the Certificate of  Incorporation  of said
Corporation. The resolutions summarizing the proposed amendments are as follows:

     RESOLVED,  the Majority  Shareholders and the Board of Directors believe it
     is in the best  interest  of the  Corporation  to amend  the  Corporation's
     Certificate  of  Incorporation  to modify  Article I of the  Certificate of
     Incorporation  to  change  the  company's  name  to  Skreem   Entertainment
     Corporation and to modify Article IV to reverse split the Company's  shares
     on a 1:5 basis and re-authorize 50,000,000 post reverse split shares, $.001
     par value.

     SECOND:  That, in accordance with the resolution set forth above, Article 1
of the  Corporation's  Certificate of Incorporation is amended to state that the
new name of the Corporation is Skreem  Entertainment  Corporation.  Article I is
amended as follows:

                                    ARTICLE I

     The name of the corporation is Skreem Entertainment Corporation.

     THIRD:  That in accordance with the resolution set forth above,  Article IV
of the  Corporation's  Certificate of Incorporation is amended to state that the
shares are the  corporation's  are reversed on a 1:5 basis and 50,000,000 shares
of common  stock,  $.001 par value are  re-authorized.  Article IV is amended as
follows:

                                   ARTICLE IV

     Following the 1:5 reverse split,  the Corporation is re-authorized to issue
50,000,000 shares of Common Stock, $.001 par value.

     FOURTH:  That thereafter,  pursuant to resolution of its Board of Directors
and written  consent of the majority  stockholders  the amendments were properly
approved in accordance with Delaware law.


     FIFTH:  That said  amendments  were duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     SIXTH:  These  amendments  shall  become  effective  upon  filing  with the
Delaware Secretary of State.


     IN WITNESS  WHEREOF,  said  Corporation  has caused this  certificate to be
signed by its President this 8th day of March 2004.

                                            STANFORD CAPITAL CORPORATION


                                          By:/s/ Kevin Monson
                                            Kevin Monson, President