Document Processing Fee
    If document is on paper:                 $25.00
    If document is filed electronically:     Currently not available
Fees are subject to change.
For electronic filing and to obtain
copies of filed documents visit
www.sos.state.co.us
-------------------
Deliver paper documents to:
Colorado Secretary of State
Business Division
1560 Broadway, Suite 200
Denver, CO 80202-5 169


Paper documents must be typed or machine printed.

ABOVE SPACE FOR OFFICE
USE ONLY

                              Articles of Amendment

                   filed pursuant to ss.7-90-301, et seq. and
             ss.7-110-106 of the Colorado Revised Statutes (C.R.S.)

   ID number:      20010044675
                   -----------
   1. Entity name:


          Sports  Information  & Publishing  Corp.  (If changing the name of the
          corporation, indicate name BEFORE the name change)


     2.   New Entity name: __________________________________ (if applicable)


     3.   Use of  Restricted  Words  (([any of these terms are  contained  in an
          entity name, true name "bank" or "trust" or any derivative thereof, of
          an entity trade name or trademark  "credit  union"  "savings and loan"
          stated in this document, make the applicable "insurance",  "casualty",
          "mutual", or "surety" selection):


     4.   Other amendments, if any, are attached.


     5.   If  the  amendment  provides  for  an  exchange,  reclassification  or
          cancellation  of issued shares,  the attachment  states the provisions
          for implementing the amendment.

     6.   If the  corporation's  period  of  duration  as  amended  is less than
          perpetual,  state the date on which the  period of  duration  expires:
          ________________________ (mm/dd/yyyy)

       OR

    If the corporation's  period of duration as amended is perpetual,  mark this
box:

7.                                       (Optional)       Delayed      effective
                                         date:_______________________
                                         (mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall
constitute the affirmation or  acknowledgment  of each  individual  causing such
delivery,  under penalties of perjury, that the document is the individual's act
and deed, or that the  individual in good faith believes the document is the act
and deed of the person on whose behalf the individual is causing the document to
be delivered for filing,  taken in conformity with the requirements of part 3 of
article  90 of title 7,  C.R.S.,  the  constituent  documents,  and the  organic
statutes, and that the individual in good faith believes the facts stated in the
document are true and the document  complies with the requirements of that Part,
the constituent documents, and the organic statutes.

This perjury  notice  applies to each  individual who causes this document to be
delivered to the secretary of state,  whether or not such individual is named in
the document as one who has caused it to be delivered.

8.   Name(s) and address(es) of the individual(s) causing the document
      to be delivered for filing:           Doubet, Mary Beth
                                            -----------------
                                            1869 West Littleton Blvd
                                            Littleton, CO  80120


      (The  document  need not state the true name and  address of more than one
      individual.  However,  if you wish to state  the name and  address  of any
      additional  individuals  causing the document to be  delivered  for filing
      mark this box _ and include an attachment  stating the name and address of
      such individuals.)


Disclaimer:

This form,  and any related  instructions,  are not  intended to provide  legal,
business  or  tax  advice,   and  are  offered  as  a  public  service   without
representation or warranty. While this form is believed to satisfy minimum legal
requirements  as of its revision date,  compliance  with  applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this form. Questions should be addressed to the user's attorney.


<PAGE>



                             CONSENT OF SHAREHOLDERS
                                       OF
                      SPORTS INFORMATION & PUBLISHING CORP.

     The undersigned,  being the majority of the shares of Sports Information 8~
Publishing Corp., a Colorado  corporation  (hereinafter the  "Corporation"),  in
accordance  with  Section  7-108-201 of the Colorado  Business  Corporation  Act
(hereinafter  "the Act"),  hereby consent to the taking of the following actions
without a meeting effective as herein dated.

     I.   Increase of Authorized Preferred Shares

     WHEREAS,  the  Board  of  Directors  and the  majority  of the  issued  and
outstanding common shares have determined that it is in the best interest of the
Corporation and its Shareholders to increase the Corporation's authorized common
stock from  50,000,000  to  100,000,000  shares and the  Corporations  preferred
shares from 10,000,000 to 50,000,000.

     NOW, THEREFORE, BE IT

     RESOLVED,  the  Corporation's  authorized  common stock from  50,000,000 to
100,000,000  shares and the  Corporations  preferred  shares from  10,000,000 to
50,000,000.

     RESOLVED  that,  the  Corporation,  the  President and the Secretary of the
Corporation be, and each of them hereby is, authorized and empowered (any one of
them acting alone), in the name and on behalf of the Corporation, to execute and
deliver all consents, agreements, certificates,  instruments and other documents
and to do and  perform  all such other acts and things as such  officer may deem
necessary,  appropriate or convenient,  as conclusively evidenced by such action
by such  officer,  in order to cany into effect the foregoing  resolutions,  all
such action  heretofore taken being hereby  authorized,  approved,  ratified and
confirmed.

     The  execution of this  consent  shall  constitute a written  waiver of any
notice  required by the Colorado State  Corporation  Code and the  Corporation's
Certificate of Incorporation and Bylaws or the Corporation's Bylaws. The actions
set forth herein shall be effective when the director signs this consent.

Dated as of July 22, 2004


/s/ Michael Tanner
------------------
Michael D. Tanner
Majority Shareholder