ARTICLES OF AMENDMENT

                                     TO THE

                           ARTICLES OF INCORPORATION


     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to Its
Articles of Incorporation.

     FIRST: The name of the Corporation is: Cardiff International, Inc.

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted on April 27, 1998, as prescribed  by the Colorado  Business  Corporation
Act, in the manner marked with an X below:

     No shares have been issued or Directors Elected Action by Incorporators.

     No shares have been issued by Directors Elected Action by Directors.

     Such amendment was adopted by the board of directors where shares have been
     issued and shareholder action was not required.

 X   Such amendment was adopted by a vote of the  shareholders.  The number of
     sharers voted for the amendment was sufficient for approval.

               The  Articles of  incorporation  are amended to provide  that the
          total number of shares which the  corporation  shall have authority to
          issue is 30,000,000,  which shall consist of one class only designated
          "common stock". Each of such shares shall have no par value.


     THIRD: If changing corporate name, the new name of the corporation is:

     FOURTH:  The  manner,  if not set  forth in such  amendment,  in which  any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:

     All issued shares are automatically  reversed splitting on a ratio of 1,000
shares to one (1) share


                          Cardiff International, Inc.

                             By/S/ Charles Calello
                                   President