Exhibit  3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                GVC VENTURE CORP.



It is hereby certified that:

         1.       The  name  of  the   corporation   (hereinafter   called   the
                  "Corporation") is GVC Venture Corp.

         2.       The Certificate of  Incorporation of the Corporation is hereby
                  amended by striking out the first  paragraph of Article FOURTH
                  thereof  and by  substituting  in lieu of said  paragraph  the
                  following new paragraph:

                  "FOURTH:  The total  number of  shares  which the  Corporation
                  shall   have   authority   to  issue  is  Fifty  One   Million
                  (51,000,000),  of which Fifty  Million  (50,000,000)  shall be
                  Common  Stock  with a par value of one Cent  ($.01) per share;
                  and One Million  (1,000,000)  shall be Preferred  Stock with a
                  par value of One Cent ($.01) per share."

         3.       The  amendment  of the  Certificate  of  Incorporation  herein
                  certified  has  been  duly  adopted  in  accordance  with  the
                  provisions  of Section 242 of the General  Corporation  Law of
                  the State of Delaware.



Signed on June 30, 2004


                                              /s/ Gordon L. Banks
                                             -----------------------------------
                                             Gordon L. Banks, President