EXHIBIT 4.1.2


                           AMERICAN INFLATABLES, INC.

                       CERTIFICATE OF OWNERSHIP AND MERGER
                           OF WHOLLY-OWNED SUBSIDIARY
                             PURSUANT TO SECTION 253
                      OF THE DELAWARE GENERAL CORPORATE LAW

         American Inflatables, Inc. (the  "Corporation") pursuant  to  authority
conferred  on the Board of Directors  of the  Corporation  by Section 253 of the
Delaware General Corporation Law, hereby certifies as follows:

         1. That the Corporation owns 100% of the issued and outstanding  shares
of American Sports  Development  Group,  Inc., a Delaware corporation; and

         2. That the Board of Directors of the Corporation  adopted by unanimous
written consent on June 18, 2002, the  resolutions  attached hereto merging ASDG
with and into the  Corporation  pursuant to Section 253 of the Delaware  General
Corporation Law; that the Corporation is the surviving entity in such merger and
that the name of the  Corporation  is changed to  "American  Sports  Development
Group, Inc." as a result of such merger.

         IN WITNESS  WHEREOF,  the undersigned has caused this certificate to be
executed by its duly  appointed  President  and  attested by its duly  appointed
Secretary as of the date set forth below.


Date:  June 18, 2002                          AMERICAN INFLATEBLES, INC.


Attest:  /s/ Douglas L. Brown                 By: /s/ William R. Fairbanks
        -------------------------------       -------------------------------
         Douglas L. Brown, Secretary          William R. Fairbanks, President






                    RESOLUTIONS BY UNANIMOUS WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                           AMERICAN INFLATABLES, INC.

                       MERGING ITS WHOLLY-OWNED SUBSIDIARY
                     AMERICAN SPORTS DEVELOPMENT GROUP, INC.
                    INTO THE COMPANY PURSUANT TO SECTION 253
                     OF THE DELAWARE GENERAL CORPORATION LAW

         The  undersigned,  constituting  all of the  members  of the  Board  of
Directors (the "Board") of American  Inflatables,  Inc., a Delaware  corporation
(the  "Company")  hereby adopt the following  resolutions  by unanimous  written
consent pursuant to Section 141(f) of the Delaware General  Corporation Law (the
"DGCL")  waiving any and all requirement of notice and a meeting to be effective
as of June 18, 2002:

         WHEREAS,  the Company own 100% of  the issued and outstanding  stock of
American  Sports  Development  Group, Inc., a Delaware corporation ("ASDG"); and

         WHEREAS,  the Board  believes  that it is in the best  interest  of the
Company and its shareholders to merge ASDG with and into the Company pursuant to
Section  253 of the DGCL  with the  Company  as the  surviving  corporation  and
changing the Company's name to "American Sports Development Group, Inc.";

         NOW THEREFORE, be it resolved as follows:

         RESOLVED,  that ASDG is hereby  merged with and into the  Company  (the
"Merger") effective immediately upon filing with the Delaware Secretary of State
of the  certificate  required by Section 253(a) of the DGCL setting forth a copy
of these resolutions;

         RESOLVED, that the Company shall  be  the  surviving corporation in the
Merger;

         RESOLVED,  that the name of the Company  shall be changed to  "American
Sports Development Group, Inc." in connection with and as a result of the Merger
as contemplated in Section 253(b) of the DGCL;

         RESOLVED, that as a result of the Merger, no stock of the Company shall
be issued and all of the issued and outstanding stock of ASDG shall be cancelled
and cease to exist;

         RESOLVED,   that  the  officers  of  the  Company,  and  each  of  them
individually, are hereby authorized to take such actions and execute and deliver
such documents on behalf of the Company as any such officers deems  necessary or
desirable  in  order to  further  the  purposes  of the  foregoing  resolutions,
including  without  limitation  the  execution  and  delivery  to  the  Delaware
Secretary of State for filing of the certificate  contemplated in Section 253(a)
of the DGCL;

         RESOLVED, that all actions taken prior to the date of these resolutions
in  furtherance  of the  purposes  of these  resolutions  are  hereby  affirmed,
approved, adopted and ratified in all respects.

         These  resolutions  may be executed in multiple  counterparts,  each of
which shall  constitute an original and each of which may bear the  signature(s)
of one or more of the members of the Board,  but which together shall constitute
but a single instrument.

         IN WITNESS WHEREOF,  the members of the Board have set their signatures
below.

THE BOARD OF DIRECTORS
AMERICAN INFLATABLES, INC.


/s/ William R. Fairbanks                  /s/ Douglas L. Brown
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William R. Fairbanks                      Douglas L. Brown