EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                       TO THE CERTIFICATE OF INCORPORATION
                                       OF
                        NEWPORT INTERNATIONAL GROUP, INC.


         Pursuant to Section 242 of the Delaware General Corporations Law, the
undersigned, being the President of Newport International Group, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify that the following resolutions were adopted
by the Corporation's Board of Directors and its stockholders as hereinafter
described:

         WHEREAS, the Corporation currently is authorized to issue up to
20,000,000 shares of common stock, par value $0.001 per share, and 5,000,000
shares of preferred stock, par value $0.001 per share.

         NOW, THEREFORE, BE IT RESOLVED, that Article Four of the Certificate of
Incorporation entitled "Shares" is hereby amended as follows:

                                  ARTICLE FOUR

                                     Shares

         The total number of shares of stock which the Corporation shall have
authority to issue is 155,000,000 shares consisting of 150,000,000 shares of
common stock having a par value of $.001 per share and 5,000,000 shares of
preferred stock having a par value of $.001 per share.

         The Board of Directors is authorized to provide for the issuance of the
shares of preferred stock in series and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.

         The authority of the Board of Directors with respect to each series of
preferred stock shall include, but not be limited to, determination of the
following:

         A. The number of shares constituting that series and the distinctive
            designation of that series;

         B. The dividend rate on the shares of that series, whether dividends
            shall be cumulative, and, if so, from which date or dates, and the
            relative rights or priority, if any, of payment of dividends on
            share of that series;

         C. Whether that series shall have voting rights, in addition to the
            voting rights provided by law, and, if so, the terms of such voting
            rights;

         D. Whether that series shall have conversion privileges, and, if so,
            the terms and conditions of such conversion, including provision for
            adjustment of the conversion rate in such events as the Board of
            Directors shall determine;

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         E. Whether or not the shares of that series shall be redeemable, and,
            if so, the terms and conditions of such redemption, including the
            date or dates upon or after which they shall be redeemable, and the
            amount per share payable in case of redemption, which amount may
            vary under different conditions and at different redemption dates;

         F. Whether that series shall have a sinking fund for the redemption or
            purchase of shares of that series, and, if so, the terms and amount
            of such sinking fund;

         G. The rights of the shares of that series in the event of voluntary or
            involuntary liquidation, dissolution or winding up of the
            Corporation, and the relative rights of priority, if any, of payment
            of shares of that series; and

         H. Any other relative rights, preferences and limitations of that
            series.

         The foregoing resolutions were adopted by the Board of Directors of the
Corporation on April 20, 2004 and recommended that these resolutions be adopted
by the Corporation's stockholders. On June 14, 2004, the holders of outstanding
shares of the Corporation's voting capital stock having not less than the
minimum number of votes which would be necessary to authorize to take such
action at a meeting at which all shares entitled to vote thereon were cast
executed a written consent approving the foregoing actions pursuant to the
provisions of Section 228 of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed this Certificate of Amendment to the Corporation's
Certificate of Incorporation as of July 2, 2004.

                                        NEWPORT INTERNATIONAL GROUP, INC.


                                        By: /s/ Cery Perle
                                            ---------------------
                                            Cery Perle, President

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