Form: 10KSB

Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

March 29, 2005

EXHIBIT 3.1.2

Published on March 29, 2005

EXHIBIT 3.1.2

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF
CORPORATE ROAD SHOW.COM INC. UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW

1. Name of Corporation: CORPORATE ROAD SHOW.COM INC.

2. The certificate of incorporation was filed on November 1, 1999.

3. Prior to the amendment the Fourth Article read: "FOURTH: The aggregate
number of shares which the corporation shall have the authority to issue
is: Twenty Million (20,000,000) at 0.0001 par value." The Fourth Article
has been amended as follows: "FOURTH: The aggregate number of shares
which the corporation shall have the authority to issue is: Five Hundred
Million (500,000,000) at 0.0001 par value."

4. The amendment to the certificate of incorporation was authorized pursuant
to Section 803(a) of the Business Corporation Law pursuant to which the
corporation's board of directors authorized the amendment and subsequent
to such authorization the majority of all outstanding shares entitled to
vote thereon approved such action.


Officer Signature

/s/ Frank Ferraro
- ------------------------------
Frank Ferraro, President and Director