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                                     Exhibit 3.1

                               CERTIFICATE OF AMENDMENT
                           OF CERTIFICATE OF INCORPORATION
                                          OF
                          SUNDERLAND ACQUISITION CORPORATION

It is hereby certified that:

     1.   The name of the corporation (hereinafter called the "CORPORATION") is:
Sunderland Acquisition Corporation.

     2.   The Certificate of Incorporation of the Corporation is hereby amended
by striking out ARTICLE ONE thereof and by substituting in lieu of said Article
the following new Article:

                                     "ARTICLE ONE

                                         NAME

     The name of the Corporation is:  SUNDERLAND CORPORATION."

     3.   The Certificate of Incorporation of the Corporation is hereby further
amended by adding a new second paragraph to ARTICLE FOUR thereof as follows:

          "Pursuant to Sections 141 and 242 of the Delaware Revised
     Statutes, the Board has adopted a resolution, dated as of April 27,
     1999, whereby it has approved a 5 for 3 stock split (the "STOCK
     SPLIT").  There are currently no issued and outstanding shares of
     preferred stock of the Corporation.  The number of issued and
     outstanding shares of preferred stock of the Corporation after the
     Stock Split will be zero.  The number of issued and outstanding shares
     of common stock of the Corporation immediately prior to the Stock
     Split is 3,696,762 shares having a par value of $.0001 per share.  The
     number of issued and outstanding shares of common stock of the
     Corporation immediately after the Stock Split, and giving effect to
     same, will be 6,161,170 shares of common stock having a par value of
     $.0001 per share.

     4.   To the extent that the Stock Split requires the approval of the
stockholders of the Corporation, such approval has been obtained.

     5.   This Amendment and the Stock Split shall be effective upon the filing
of this Certificate of Amendment.

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     6.   The amendments of the Certificate of Incorporation herein certified
have been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

Signed on May 12, 1999.

                                   /s/ Stephen J. Byrne
                                   -------------------------------
                                   STEPHEN J. BYRNE, President
STATE OF NEVADA  )
                 ss:
COUNTY OF CLARK  )

     This instrument was acknowledged before me on May 12, 1999, by STEPHEN J.
BYRNE as President of Sunderland Corporation.


                                   
                                   -------------------------------
     (Seal, if any)                Notary Public
                                   My Commission Expires
                                                        ------------





                             CERTIFICATE OF INCORPORATION

                                          OF

                          SUNDERLAND ACQUISITION CORPORATION



                                     ARTICLE ONE

                                         Name

The name of the Corporation is Sunderland Corporation.


                                    ARTICLE TWO

                                      Duration

The Corporation shall have perpetual existence.


                                    ARTICLE THREE

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                                       Purpose

The purpose for which this Corporation is organized is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.


                                     ARTICLE FOUR

                                        Shares

     The total number of shares of stock which the Corporation shall
have authority to issue is 120,000,000 shares, consisting of
100,000,000 shares of Common Stock having a par value of $.0001 per
share and 20,000,000 shares of Preferred Stock having a par value of
$.0001 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 of 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;

     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

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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.


                             ARTICLE FIVE

                       Commencement of Business

     The Corporation is authorized to commence business as soon as
its certificate of incorporation has been filed.


                             ARTICLE SIX

                Principal Office and Registered Agent

     The post office address of the initial registered office of the
Corporation and the name of its initial registered agent and its
business address is

      The Prentice-Hall Corporation System, Inc.
      1013 Centre Road
      Wilmington, Delaware 19805 (County of New Castle)

     The initial registered agent is a resident of the State of
Delaware.


                            ARTICLE SEVEN

                             Incorporator

     Lee W. Cassidy, 1504 R Street, N.W., Washington, D.C. 20009.


                            ARTICLE EIGHT

                          Pre-Emptive Rights

     No Shareholder or other person shall have any pre-emptive
rights whatsoever.


                             ARTICLE NINE

                               By-Laws

     The initial by-laws shall be adopted by the Shareholders or the
Board of Directors.  The power to alter, amend, or repeal the

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by-laws or adopt new by-laws is vested in the Board of Directors,
subject to repeal or change by action of the Shareholders.


                             ARTICLE TEN

                           Number of Votes

     Each share of Common Stock has one vote on each matter on which
the share is entitled to vote.


                            ARTICLE ELEVEN

                            Majority Votes

     A majority vote of a quorum of Shareholders (consisting of the
holders of a majority of the shares entitled to vote, represented in
person or by proxy) is sufficient for any action which requires the
vote or concurrence of Shareholders, unless otherwise required or
permitted by law or the by-laws of the Corporation.

                            ARTICLE TWELVE

                        Non-Cumulative Voting

     Directors shall be elected by majority vote.  Cumulative voting
shall not be permitted.


                          ARTICLE THIRTEEN

          Interested Directors, Officers and Securityholders

     A.  Validity.  If Paragraph (B) is satisfied, no contract or
other transaction between the Corporation and any of its directors,
officers or securityholders, or any corporation or firm in which any
of them are directly or indirectly interested, shall be invalid
solely because of this relationship or because of the presence of
the director, officer or securityholder at the meeting of the Board
of Directors or committee authorizing the contract or transaction,
or his participation or vote in the meeting or authorization.

     B.  Disclosure, Approval, Fairness.  Paragraph (A) shall apply
only if:

     (1)  The material facts of the relationship or interest of each
such director, officer or securityholder are known or disclosed:

     (a)  to the Board of Directors or the committee and it
nevertheless authorizes or ratifies the contract or transaction by a
majority of the directors present, each such interested director to
be counted in determining whether a quorum is present but not in
calculating the majority necessary to carry the vote;  or

     (b)  to the Shareholders and they nevertheless authorize or

<PAGE>

ratify the contract or transaction by a majority of the shares
present, each such interested person to be counted for quorum and
voting purposes;  or

     (2)  the contract or transaction is fair to the Corporation as
of the time it is authorized or ratified by the Board of Directors,
the committee or the Shareholders.


                           ARTICLE FOURTEEN

                    Indemnification and Insurance

     A.  Persons.  The Corporation shall indemnify, to the extent
provided in Paragraphs (B), (D) or (F) and to the extent permitted
from time to time by law:

     (1)  any person who is or was director, officer, agent or
employee of the Corporation, and

     (2)  any person who serves or served at the Corporation's
request as a director, officer, agent, employee, partner or trustee
of another corporation or of a partnership, joint venture, trust or
other enterprise.

     B.  Extent--Derivative Suits.  In case of a suit by or in the
right of the Corporation against a person named in Paragraph (A) by
reason of his holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the standard in
Paragraph (C), for expenses (including attorney's fees but excluding
amounts paid in settlement) actually and reasonably incurred by him
in connection with the defense or settlement of the suit.

     C.  Standard--Derivative Suits.  In case of a suit by or in the
right of the Corporation, a person named in Paragraph (A) shall be
indemnified only if:

     (1)  he is successful on the merits or otherwise, or

     (2)  he acted in good faith in the transaction which is the
subject of the suit, and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation.
However, he shall not be indemnified in respect of any claim, issue
or matter as to which he has been adjudged liable for negligence or
misconduct in the performance of his duty to the Corporation unless
(and only to the extent that) the court in which the suit was
brought shall determine, upon application, that despite the
adjudication but in view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court
shall deem proper.

     D.  Extent--Nonderivative Suits.  In case of a suit, action or
proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the
Corporation against a person named in Paragraph (A) by reason of his
holding a position named in Paragraph (A), the Corporation shall

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indemnify him, if he satisfies the standard in Paragraph (E), for
amounts actually and reasonably incurred by him in connection with
the defense or settlement of the suit as

     (1)  expenses (including attorneys' fees),
     (2)  amounts paid in settlement
     (3)  judgments, and
     (4)  fines.

     E.  Standard--Nonderivative Suits.  In case of a nonderivative
suit, a person named in Paragraph (A) shall be indemnified only if:

     (1)  he is successful on the merits or otherwise, or

     (2)  he acted in good faith in the transaction which is the
subject of the nonderivative suit, and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Corporation and , with respect to any criminal action or proceeding,
he had no reason to believe his conduct was unlawful.  The
termination of a nonderivative suit by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person failed to
satisfy this Paragraph (E) (2).

     F.  Determination That Standard Has Been Met.  A determination
that the standard of Paragraph (C) or (E) has been satisfied may be
made by a court of law or equity or the determination may be made by:

     (1)  a majority of the directors of the Corporation (whether or
not a quorum) who were not parties to the action, suit or
proceeding, or

     (2)  independent legal counsel (appointed by a majority of the
directors of the Corporation, whether or not a quorum, or elected by
the Shareholders of the Corporation) in a written opinion, or

     (3)  the Shareholders of the Corporation.

     G.  Proration.  Anyone making a determination under Paragraph
(F) may determine that a person has met the standard as to some
matters but not as to others, and may reasonably prorate amounts to
be indemnified.

     H.  Advance Payment.  The Corporation may pay in advance any
expenses (including attorney's fees)  which may become subject to
indemnification under paragraphs (A) - (G) if:

     (1)  the Board of Directors authorizes the specific payment and

     (2)  the person receiving the payment undertakes in writing to
repay unless it is ultimately determined that he is entitled to
indemnification by the Corporation under Paragraphs (A) - (G).

     I.  Nonexclusive.  The indemnification provided by Paragraphs
(A) - (G) shall not be exclusive of any other rights to which a
person may be entitled by law or by by-law, agreement, vote of

<PAGE>

Shareholders or disinterested directors, or otherwise.

     J.  Continuation.  The indemnification and advance payment
provided by Paragraphs (A) - (H) shall continue as to a person who
has ceased to hold a position named in paragraph (A) and shall inure
to his heirs, executors and administrators.

     K.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in Paragraph (A) against any liability incurred by
him in any such positions or arising out of this status as such,
whether or not the Corporation would have power to indemnify him
against such liability under Paragraphs (A) - (H).

     L.  Reports.  Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A) - (K)
shall be reported in writing to the Shareholders of the Corporation
with the next notice of annual meeting, or within six months,
whichever is sooner.

     M.  Amendment of Article.  Any changes in the General
Corporation Law of Delaware increasing, decreasing, amending,
changing or otherwise effecting the indemnification of directors,
officers, agents, or employees of the Corporation shall be
incorporated by reference in this Article as of the date of such
changes without further action by the Corporation, its Board of
Directors, of Shareholders, it being the intention of this Article
that directors, officers, agents and employees of the Corporation
shall be indemnified to the maximum degree allowed by the General
Corporation Law of the State of Delaware at all times.


                           ARTICLE FIFTEEN

                   Limitation On Director Liability

     A.  Scope of Limitation.  No person, by virtue of being or
having been a director of the Corporation, shall have any personal
liability for monetary damages to the Corporation or any of its
Shareholders for any breach of fiduciary duty except as to the
extent provided in Paragraph (B).

     B.  Extent of Limitation.  The limitation provided for in this
Article shall not eliminate or limit the liability of a director to
the Corporation or its Shareholders (i) for any breach of the
director's duty of loyalty to the Corporation or its Shareholders
(ii) for any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law (iii) for any
unlawful payment of dividends or unlawful stock purchases or
redemptions in violation of Section 174 of the General Corporation
Law of Delaware or (iv) for any transaction for which the director
derived an improper personal benefit.

     IN WITNESS WHEREOF, the incorporator hereunto has executed this
certificate of incorporation on this 1st day of June, 1998.