ARTICLES OF AMENDMENT
                     (BY BOARD OF DIRECTORS OR INCORPORATORS)

Wyoming Secretary of State                    Phone (307) 777-7311/7312
The Capital Building, Room 110		    Fax (307) 777-5339
200 W. 24th Street				    Email: corporations@state.wy.us
Cheyenne, WY 82002-0020


1.	The name of the corporation is: Select Media Communications, Inc.

2.	Article 5 is amended as follows:

5. Number and class of shares the corporation will have the authority to issue:

1,000,000,000 shares of common stock and 100,000,000 shares of preferred stock,
of which the following designation shall set forth the rights of the Series A
Convertible Preferred Stock.

Convertible Preferred Stock

A.	DESIGNATION AND NUMBER OF SHARES AND PAR VALUE.  This series of Preferred
Stock shall be designated SERIES A Convertible Preferred Stock (the SERIES A
PREFERRED STOCK), the number of shares of which shall be equal to 10,000,000
and each share of the SERIES A Preferred Stock shall have par value of $.001.

B.	RELATIVE SENIORITY.  The SERIES A Preferred Stock shall, in respect of
the right to participate in distributions or payments in the event of any
liquidation, dissolution or winding up of the Corporation, rank  (a) pari passu
with the Common Stock (as defined below) of the Corporation and with any other
class or series of stock of the Corporation, the terms of which specifically
provide that such class or series shall rank pari passu with the SERIES A
Preferred Stock in respect of the right to participate in distributions or
payments in the event of any liquidation, dissolution or winding up of the
Corporation; and (b) junior to any other class or series of stock of the
Corporation, the terms of which specifically provide that such class or
series shall rank senior to the SERIES A Preferred Stock in respect of the
right to participate in distributions or payments in the event of any
liquidation, dissolution or winding up of the Corporation.  The term
?COMMON STOCK? shall mean all shares now or hereafter authorized of any
class of common stock of the Corporation.

C.	NO LIQUIDATION PREFERENCE.  In the event of any voluntary or
involuntary liquidation, dissolution, or winding-up of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of any series of Preferred Stock, having a priority on
liquidation superior to that of the SERIES A Preferred Stock, the holders of
shares of SERIES A Preferred Stock shall be entitled to participate with the
Common Stock in all of the remaining assets of the Corporation available for
distribution to its stockholders, ratably with the holders of Common Stock in
proportion to the number of shares of Common Stock held by them, assuming for
each holder of SERIES A Preferred Stock on the record date for such
distribution that each holder was the holder of record of the number
including any fraction) of shares of Common Stock into which the shares of
SERIES A Preferred Stock then held by such holder are then convertible.  A
liquidation, dissolution, or winding-up of the Corporation, as such terms are
used in this Section 4, shall not be deemed to be occasioned by or to include
any merger of the Corporation with or into one or more corporations or other
entities, any acquisition or exchange of the outstanding shares of one or
more classes or series of the Corporation, or any sale, lease, exchange, or
other disposition of all or a part of the assets of the Corporation.

D.	VOTING RIGHTS.  Except as otherwise required by law, each share of
outstanding SERIES A Preferred Stock shall entitle the holder thereof to vote
on each matter submitted to a vote of the stockholders of the Corporation and
to have the number of votes equal to the number (including any fraction) of
shares of Common Stock into which such share of SERIES A Preferred Stock is
then convertible pursuant to the provisions hereof at the record date for the
determination of shareholders entitled to vote on such matters or, if no such
record date is established, at the date such vote is taken or any written
consent of stockholders becomes effective.  Except as otherwise required by
law or by this Articles, the holders of shares of Common Stock and SERIES A
Preferred Stock shall vote together and not as separate classes.

E.	DIVIDENDS AND DISTRIBUTIONS.  If any dividend or other distribution
payable in cash, securities or other property, including a dividend payable in
shares of Common Stock, is declared on the Common Stock, each holder of
shares of SERIES A Preferred Stock on the record date for such dividend or
distribution shall be entitled to receive on the date of payment or
distribution of such dividend or other distribution the same cash, securities
or other property which such holder would have received on such record date if
such holder was the holder of record of the number (including any fraction) of
shares of Common Stock into which the shares of SERIES A Preferred Stock then
held by such holder are then convertible.  No dividend or other distribution
shall be declared or paid on the Common Stock unless an equivalent dividend or
other distribution that satisfies this Section 6 is declared or paid on the
SERIES A Preferred Stock.

F.	 CONVERSION.  The holders of the SERIES A Preferred Stock shall have
conversion rights as follows:
a. Optional Conversion.  The holder of each share of SERIES A Preferred
Stock shall have the right (the CONVERSION RIGHT), at such holders option, to
convert such share at any time, without cost, on the terms of this Section F,
into the number of fully paid and non-assessable shares of Common Stock as
specified by the Conversion Ratio that is in effect at the time of conversion;
provided that, and only to the extent that, the Corporation has a sufficient
number of shares of authorized but unissued and unreserved Common Stock
available to issue upon conversion.  The initial CONVERSION RATIO=? for the
SERIES A Preferred Stock is 50:1.  The Conversion Ratio shall be subject to
adjustment from time to time as provided in this Section 7.
b. Mechanics of Conversion.   A holder of any share of SERIES A Preferred
Stock may exercise the Conversion Right of such share by surrendering the
certificate therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the SERIES A Preferred Stock, together with a written notice
to the Corporation which shall state: (A) that such holder elects to convert
the same; and (B) the number of shares of SERIES A Preferred Stock being
converted.  Thereupon the Corporation shall promptly issue and deliver to the
holder of such shares a certificate or certificates for the number of whole
shares of Common Stock to which such holder shall be entitled.  In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then fair
market value (as determined in good faith by the Board of Directors of the
Corporation) of the Common Stock.  If the certificate evidencing the SERIES A
Preferred Stock being converted shall also evidence shares of SERIES A
Preferred Stock not being converted, then the Corporation shall also deliver to
the holder of such certificate a new stock certificate evidencing the SERIES A
Preferred Stock not converted.  The conversion of any shares of SERIES A
Preferred Stock shall be deemed to have been made immediately prior to the
close of business on the date that the shares of SERIES A Preferred Stock to be
converted are surrendered to the Corporation, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such
shares of Common Stock on such date.  Any dividends or distributions declared
but unpaid at the time of conversion with respect to the SERIES A Preferred
Stock so converted, including any dividends declared on the Common Stock to
which the SERIES A Preferred Stock is entitled pursuant to Section 6 above,
shall be paid to the holder of Common Stock issued upon conversion of the
SERIES A Preferred Stock upon the payment date therefore.  The Corporation
shall give written notice to each holder of a share of SERIES A Preferred
Stock promptly upon the liquidation, dissolution or winding up of the
Corporation, and not more than fifty (50) nor less than twenty (20) days
before the anticipated date of consummation of any acquisition of the
Corporation or any sale of all or substantially all of the assets of the
Corporation and no such acquisition of the Corporation or sale of assets shall
be effective until such notice shall have been given.
c. Adjustment of Conversion Ratio.  The Conversion Ratio for each share
of SERIES A Preferred Stock and the kind of securities issuable upon the
conversion of any share of SERIES A Preferred Stock shall be adjusted from time
to time as follows:
i. Subdivision or Combination of Shares.  If the Corporation at any time
effects a subdivision or combination of the outstanding Common Stock, the
Conversion Ratio shall be increased, in the case of a subdivision, or
decreased, in the case of a combination, in the same proportions as the
Common Stock is subdivided or combined, in each case effective automatically
upon, and simultaneously with, the effectiveness of the subdivision or
combination which gives rise to the adjustment.
ii.	Reclassification, Consolidation or Merger.  If at any time, as a result
of (A) a capital reorganization or reclassification (other than a subdivision
or combination which gives rise to an adjustment of the Conversion Ratio
pursuant to Section 7(d)(i)); or (B) a merger or consolidation of the
Corporation with another corporation (whether or not the Corporation is the
surviving corporation), the Common Stock issuable upon the conversion of the
SERIES A Preferred Stock shall be changed into or exchanged for the same or a
different number of shares of any class or classes of stock of the
Corporation or any other corporation, or other securities convertible into
such shares, then, as a part of such reorganization, reclassification, merger
or consolidation, appropriate adjustments shall be made in the terms of the
SERIES A Preferred Stock (or of any securities into which the SERIES A
Preferred Stock is changed or for which the SERIES A Preferred Stock is
exchanged), so that: (x) the holders of SERIES A Preferred Stock or of such
substitute securities shall thereafter be entitled to receive, upon
conversion of the SERIES A Preferred Stock or of such substitute securities,
kind and amount of shares of stock, other securities, money and property which
such holders would have received at the time of such capital reorganization,
reclassification, merger, or consolidation, if such holders had converted
their SERIES A Preferred Stock immediately prior to such capital
reorganization, reclassification, merger, or consolidation, and (y) the SERIES
A Preferred Stock or such substitute securities shall thereafter be adjusted on
terms as nearly equivalent as may be practicable to the adjustments theretofore
provided in this Section 7(d).  No consolidation or merger in which the
Corporation is not the surviving corporation shall be consummated unless the
surviving corporation shall agree, in writing, to the provisions of this
Section 7(d)(ii).  The provisions of this Section 7(d)(ii) shall similarly
apply to successive capital reorganizations, reclassifications, mergers, and
consolidations.
ii. Other Action Affecting Common Stock.  If at any time the Corporation
takes any action affecting its Common Stock which, in the opinion of the Board
of Directors of the Corporation, would have an adverse effect upon the
Conversion Rights of the SERIES A Preferred Stock and the foregoing conversion
ratio adjustment provisions are not strictly applicable but the failure to make
any adjustment would adversely affect the Conversion Rights, then the
Conversion Ratio and the kind of securities issuable upon the conversion of
SERIES A Preferred Stock shall be adjusted to preserve, without dilution, the
Conversion Rights in such manner and at such time as the Board of Directors of
the Corporation may in good faith determine to be equitable in the
circumstances.
iii. Notice of Adjustments.  Whenever the Conversion Ratio or the kind of
securities issuable upon the conversion of any one of or all of the SERIES A
Preferred Stock shall be adjusted pursuant to Sections 7(d)(i) - (iii) above,
the Corporation shall make a certificate signed by its Chief Financial Officer,
Secretary or Assistant Secretary, setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated (including a description of the basis on
which the Board of Directors of the Corporation made any determination
hereunder), and the Conversion Ratio and the kind of securities issuable upon
the conversion of the SERIES A Preferred Stock after giving effect to such
adjustment, and shall cause copies of such certificate to be mailed (by first
class mail postage prepaid) to each holder of SERIES A Preferred Stock promptly
after each adjustment.
d. Full Consideration.  All shares of Common Stock which shall be issued
upon the conversion of any SERIES A Preferred Stock (which is itself fully paid
and non-assessable) will, upon issuance, be fully paid and non-assessable.  The
Corporation will pay such amounts and will take such other action as may be
necessary from time to time so that all shares of Common Stock which shall be
issued upon the conversion of any SERIES A Preferred Stock will, upon issuance
and without cost to the recipient, be free from all pre-emptive rights, taxes,
liens and charges with respect to the issue thereof.
e. No Impairment.  The Corporation will not, by amendment of its Articles
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Corporation but will
at all times in good faith assist in the carrying out of all the provisions of
this Section 7 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
SERIES A Preferred Stock against impairment.
f. Cancellation of SERIES A Preferred Stock.  No share of SERIES A
Preferred Stock acquired by the Corporation upon conversion, redemption or
purchase shall be reissued and all such shares shall be canceled, retired and
returned to the status of authorized and unissued shares of undesignated
preferred stock.  The Corporation may take such appropriate corporate action
to reduce the authorized number of SERIES A Preferred Stock accordingly.
G. PROTECTIVE PROVISIONS.  In addition to any other rights provided by
law, so long as at least one share of SERIES A Preferred Stock is outstanding,
the Corporation shall not, without first obtaining the affirmative vote or
written consent of the holders of not less than a majority of the outstanding
shares of the SERIES A Preferred Stock voting together as a single class:
a. amend or repeal any provision of the Corporations Articles of
Incorporation, Bylaws or this Articles of Designations if such action would
materially and adversely alter or change the preferences, rights, privileges
or powers of, or the restrictions provided for the benefit of, the
SERIES A Preferred Stock;
b. increase or decrease (other than by conversion) the total number of
authorized shares of SERIES A Preferred Stock;
c. create or issue any series or class, reclassify any authorized capital
stock of the Corporation into stock of any series or class, increase the
authorized or issued amount of any class or series of stock, or authorize,
create, issue or reclassify any obligation or security convertible or
exchangeable into or evidencing a right to purchase capital stock of any class
or series, that ranks prior to the SERIES A Preferred Stock as to dividends or
rights upon liquidation, dissolution or winding up;
d. issue any Common Stock after the date on which SERIES A Preferred
Stock has been last issued and sold, whether or not subsequently reacquired or
retired by the Corporation, for a consideration per share less than fair market
value of the Common Stock (as determined in good faith by the Board of
Directors of the Corporation) at such issuance or deemed issuance other than:
(1) shares of Common Stock issued in transactions giving rise to adjustments
under Sections 7(d)(i) or (ii) above, (2) shares of Common Stock issued upon
conversion of shares of SERIES A Preferred Stock, or (3) shares issued upon the
conversion of Convertible Securities (as defined below) if the issuance of such
Convertible Securities did not violate Section 8(e) below;
e. issue any Convertible Securities with respect to which the Effective
Price is less than the fair market value of the Common Stock (as determined in
good faith by the Board of Directors of the Corporation), at such issuance or
deemed issuance.  CONVERTIBLE SECURITIES means all rights or options for the
purchase of, or stock or other securities convertible into, Common Stock
(other than Common Stock issued for the purposes set forth in Sections 8(d)(1)
or (2) above) or other Convertible Securities, whenever and each time issued.
The EFFECTIVE PRICE with respect to any Convertible Securities means the result
of dividing: (1) the sum of (x) the total consideration, if any, received by
the Corporation for the issuance of such Convertible Securities, plus (y) the
minimum consideration, if any, payable to the Corporation upon exercise or
conversion of such Convertible Securities (assuming that the full amount of
securities issuable upon exercise or conversion are issued), plus (z) the
minimum consideration, if any, payable to the Corporation upon exercise or
conversion of any Convertible Securities issuable upon exercise or conversion
of such Convertible Securities, by: (2) the maximum number of Common Stock
(other than Common Stock issued for the purposes set forth in Sections 8(d)(1)
or (2) above) issuable upon exercise or conversion of such Convertible
Securities or of any Convertible Securities issuable upon exercise
or conversion of such Convertible Securities; or
f. sell, convey, or otherwise dispose of or encumber all or substantially
all of its property or business or merge or consolidate with any other
corporation (other than a wholly-owned subsidiary corporation) or effect any
transaction or series of related transactions in which more than fifty
percent (50%) of the voting power of the Corporation is disposed of.
H. SEVERABILITY OF PROVISIONS.  If any voting powers, preferences and
relative, participating, optional and other special rights of the SERIES A
Preferred Stock and qualifications, limitations and restrictions thereof set
forth in this resolution (as such resolution may be amended from time to time)
is invalid, unlawful or incapable of being enforced by reason of any rule of
law or public policy, all other voting powers, preferences and relative,
participating, optional and other special rights of SERIES A Preferred Stock
and qualifications, limitations and restrictions thereof set forth in this
resolution (as so amended) which can be given effect without the invalid,
unlawful or unenforceable voting powers, preferences and relative,
participating, optional and other special rights of SERIES A Preferred Stock
and qualifications, limitations and restrictions thereof shall, nevertheless,
remain in full force and effect, and no voting powers, preferences and
relative, participating, optional or other special rights of SERIES A
Preferred Stock and qualifications, limitations, and restrictions thereof
herein set forth shall be deemed dependent upon any other such voting
powers, preferences and relative, participating, optional or other special
rights of SERIES A Preferred Stock and qualifications, limitations and
restrictions thereof unless so expressed herein.


3. If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, provisions for implementing the amendment if
not contained in the amendment itself are:
				(not applicable)


4.	The date of each amendment?s adoption is: 	January 25, 2005


5.	The amendment was adopted by the Board of Directors or Incorporators
(circle one) without shareholder action and shareholder action was not
required.


Date:	January 19, 2005			       ___/s/ James A. Reskin
							      James A. Reskin,
						Title:	President and sole director



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another of the officers.

2.	The document shall be accompanied by one (1) exact form copy.