EXHIBIT 3.16


FILED C4602-98
JULY 16, 2003
IN THE OFFICE OF
DEAN HELLER
SECRETARY OF STATE

                                 STATE OF NEVADA
                          ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                         CAVALCADE OF SPORTS MEDIA, INC.

     Pursuant  to  the  provisions  of  NRS  78.385  and 78.390, the undersigned
Corporation  adopts  the  following  Articles  of  Amendment  to its Articles of
Incorporation:

     1.     The name of the corporation is:
            CAVALCADE OF SPORTS MEDIA, INC.

     2.     On July 14, 2003, stockholders holding a majority of the voting
power of the corporation (52.35%), by written consent pursuant to NRS 78.320,
adopted the recommendation of the Board of Directors and amended Article III of
the Articles of Incorporation to read as follows:

          The aggregate number of shares which the corporation shall have
          authority to issue is Three Hundred Fifty Million (350,000,000)
          shares, divided into:

          50,000,000 Preferred Shares, having a par value of one tenth of a
          cent ($.001) per share, and

          300,000,000 Common Shares, having a par value of one tenth of a cent
          ($.001) per share.

A statement of the preferences, privileges, and restrictions granted to or
imposed upon the respective classes of shares or the holders thereof is as
follows:

     A.     Preferred Shares.  Prior to the issuance of any of the Preferred
Shares, the Board of Directors shall determine the number of Preferred Shares to
then be issued from the Fifty Million (50,000,000) shares authorized, and such
shares shall constitute a series of the Preferred Shares. Such series shall have
such preferences, limitations, and relative rights as the Board of Directors
shall determine and such series shall be given a distinguishing designation.
Each share of a series shall have preferences, limitations, and relative rights
identical with those of all other shares of the same series. Except to the
extent otherwise provided in the Board of Directors' determination of a series,
the shares of such series shall have preferences, limitations, and relative
rights identical with all other series of the Preferred Shares. Preferred Shares
may have dividend or liquidation rights, which are prior (superior or senior) to
the dividend and liquidation rights and preferences of the Common Shares and any
other series of the Preferred Shares. Also, any series of the Preferred Shares
may have voting rights.





     B.     Common Shares.  The terms of the 50,000,000 Common Shares of the
corporation shall be as follows:

     (1)  Dividends.  Whenever cash dividends upon the Preferred Shares of all
series thereof at the time outstanding, to the extent of the preference to which
such shares are entitled, shall have been paid in full for all past dividend
periods, or declared and set apart for payment, such dividends, payable in cash,
stock, or otherwise, as may be determined by the Board of Directors, may be
declared by the Board of Directors and paid from time to time to the holders of
the Common Shares out of the remaining net profits or surplus of the
corporation.
     (2)  Liquidation.  In the event of any liquidation, dissolution, or winding
up of the affairs of the corporation, whether voluntary or involuntary, all
assets and funds of the corporation remaining after the payment to the holders
of the Preferred Shares of all series thereof of the full amounts to which they
shall be entitled as hereinafter provided, shall be divided and distributed
among the holders of the Common Shares according to their respective shares.
     (3)  Voting rights.  Each holder of a Common Share shall have one vote
in respect of each share of such stock held by him. There shall not be
cumulative voting.

     In  witness  thereof,  the  undersigned,  for  the  purpose of amending the
Articles  of  Incorporation  of  corporation  has  caused this certificate to be
signed  by  its  President  and  Secretary  on  this  15th  day  of  July  2003.


                    CAVALCADE OF SPORTS MEDIA, INC.


                    /s/ Ed Litwak
                    _________________________________
                    Ed Litwak, Chairman, President and Secretary