EXHIBIT 3.2
                                    DELAWARE
                                THE FIRST STATE

     I, HARRIET SMITH WINDSOR,  SECRETARY OF STATE OF THE STATE OF DELAWARE,  DO
HEREBY  CERTIFY THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OF
AMENDMENT  OF "TOP  GROUP  HOLDINGS,  INC.",  CHANGING  ITS NAME FROM "TOP GROUP
HOLDINGS,  INC." TO "SOYODO GROUP HOLDINGS,  INC.",  FILED IN THIS OFFICE ON THE
TWELFTH DAY OF JULY, A.D. 2005, AT 12:43 O'CLOCK P.M.

     A FILED  COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE NEW  CASTLE
COUNTY RECORDER OF DEEDS.











[ SEAL]                               /s/Harriet Smith Windsor
                                      --------------------------------
                                      Harriet Smith Windsor, Secretary of State


3624374  8100                         AUTHENTICATION: 4016379

050574965                             DATE: 07-13-05


STATE OF DELAWARE
Secretary of State
Division of Corporations
Delivered 12:43PM 07/12/2005
Filed 12:43PM 07/12/2005
SRV 050574965 - 3624374 File


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF

                            TOP GROUP HOLDINGS, INC.

     The  undersigned  corporation,   in  order  to  amend  its  Certificate  of
Incorporation, hereby certifies as follows:

FIRST:    The name of the Corporation is:

                            TOP GROUP HOLDINGS, INC.


SECOND:   The  corporation  hereby amends its  Certificate of  Incorporation  as
          follows:

     Paragraph First of the Certificate of  Incorporation,  relating to the name
of the Corporation is hereby amended to read as follows:

                  FIRST:   The name of the corporation is:

                           SOYODO GROUP HOLDINGS, INC.


THIRD:    The amendment  effected herein was authorized by the affirmative  vote
          of the holders of a majority  of the  outstanding  shares  entitled to
          vote thereon at a meeting of shareholders pursuant to Sections 222 and
          242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF,  I hereunto sign my name and affirm that the statements made
herein are true under the penalties of perjury this 11th day of July, 2005.

                                            s/Ru-Hua Song
                                            ----------------------
                                            Ru-Hua Song, President