Exhibit 3.1

     The following is a verbatim excerpt of an amendment to the by-laws of Smart
Games  Interactive,  Inc. adopted by unanimous consent of the board of directors
on March 30, 2000.

     "RESOLVED FURTHER,  that Article II, Section 2 of the Corporation's By-laws
     be and is hereby amended to read in its entirety as follows:

     Section 2. Number,  Method of Election  Terms of Office of  Directors.  The
     total number of Directors  constituting the entire Board of Directors shall
     be not less than one (1) nor more than nine (9),  with the  then-authorized
     number of Directors  being fixed from time to time solely by or pursuant to
     a resolution passed by the Board of Directors,  provided, however, that the
     total  number of  Directors  shall be not less than  three (3)  during  any
     period  when the  total  stockholders'  equity of the  Corporation  exceeds
     $100,000.  Each Director shall hold office until he resigns from office, is
     removed from office by the affirmative vote of the holders of a majority in
     interest of the Corporation's  common stock or his successor is elected and
     qualified."