DEAN HELLER                                                 FILED # C13989-04
Secretary of State                                          NOV 16 2004
204 North Carson Street, Suite 1                            IN THE OFFICE OF
Carson City, Nevada 89701-4299                              /s/ DEAN HELLER
(775) 684 5708                                              DEAN HELLER,
Website: secretaryofstate.biz                               SECRETARY OF STATE

        Certificate of Amendment
   (PURSUANT TO NRS 78.385 and 78.390)

Important Read attached instructions          ABOVE SPACE IS FOR OFFICE USE ONLY
before completing form.

              Certificate of Amendment to Articles of Incorporation
              -----------------------------------------------------
                         Corporations For Nevada Profit
                         ------------------------------

          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:
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MARMION INDUSTIES CORP.
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2. The articles have been amended as follows (provide article numbers, if
available):
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Authorized Stock. The total number of shares which the Company shall have
authority to issue is 3,500,000,000, consisting of 3,000,000,000 shares of
common stock, par value 0.001 per share (the "Common Stock") and 500,000,000
shares of preferred stock, par value $0.001 per share (the"Preferred Stock")
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3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 117,160,430 shares of the
common stock
                                                       -------------------------

4. Effective date of filing (optional):
                                       -----------------------------------------
                                        (must not be later than 90 days
                                        after than certificate is filed)

5. Officer Signature (required):  /s/ illegible
                                 -----------------------------------------------

*lf any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

This form must be accompanied by                      Nevada Secretary of
appropriate fees. See attached fee schedule.          State AM 78.385 Amend 2003
                                                      Revised on 11/03/03


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