EXHIBIT 3.2

           CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                      FOR NEVADA PROFIT CORPORATIONS
       (PURSUANT TO NRS 78.385 AND 78.930 - AFTER ISSUANCE OF STOCK)


1.    Name of corporation: Modern Technology Corp.

2.    The articles have been amended as follows  (provide  article  numbers,  if
      available):  The total  number of shares of stock of each class  which the
      Corporation  shall have authority to issue and the par value of each share
      of such series of stock are as follows:

            Class         Par Value      Authorized Shares
            -----         ---------      -----------------
            Common        $0.0001        150,000,000
            Preferred     $0.0001         20,000,000
                                         -----------

            Totals:                      170,000,000

            (Continued on attachment)

3.    The vote by which  the  stockholders  holding  shares  in the  corporation
      entitling  them to exercise at least a majority  of the voting  power,  or
      such greater proportion of the voting power as may be required in the case
      of a vote by classes or series, or as may be required by the provisions of
      the articles of incorporation have voted in favor of the amendment is: 90%

4.    Effective date of filing (optional):

5.    Officer Signature (required): /s/ ANTHONY K. WELCH




                  FIFTH:  The  Corporation is authorized to issue two classes of
            stock.  One class of stock shall be Common Stock, par value $0.0001.
            The  second  class of stock  shall be  Preferred  Stock,  par  value
            $0.0001. The Preferred Stock, or any series thereof, shall have such
            designations,  preferences and relative, participating,  optional or
            other special rights and qualifications, limitations or restrictions
            thereof  as shall be  expressed  in the  resolution  or  resolutions
            providing  for the  issue  of such  stock  adopted  by the  board of
            directors and may be made dependent upon facts ascertainable outside
            such  resolution or resolutions of the board of directors,  provided
            that  the  matter  in which  such  facts  shall  operate  upon  such
            designations, preferences, rights and qualifications; limitations or
            restrictions  of such  class  or  series  of stock  is  clearly  and
            expressly set forth in the resolution or  resolutions  providing for
            the issuance of such stock by the board of directors.

            The  total  number  of  shares  of stock  of each  class  which  the
            Corporation  shall have authority to issue and the par value of each
            share of each class of stock are as follows:

            Class         Par Value      Authorized Shares
            -----         ---------      -----------------
            Common        $0.0001        150,000,000
            Preferred     $0.0001         20,000,000
                                         -----------

            Totals:                      170,000,000

Reverse Splits

The Board of Directors  may,  without  prior  shareholder  approval,  reduce the
number of issued and outstanding shares for any class or series of stock without
reducing the number of authorized shares of that series or class.