CERTIFICATE OF AMENDMENT
                       OF CERTIFICATE OF INCORPORATION OF
                        HUGO INTERNATIONAL TELECOM, INC.


Hugo International  Telecom,  Inc. (the "Corporation"),  a corporation organized
and existing under and by virtue of the General  Corporation Law of the State of
Delaware ("GCL"), does hereby certify:

FIRST:  That by written  consent in lieu of meeting dated February 17, 2006, the
Board of Directors of the  Corporation  duly adopted a resolution  setting forth
proposed  amendments of the  Certificate of  Incorporation  of the  Corporation,
declaring  said  amendments  to be advisable and calling for the approval of the
amendments  by the  stockholders.  The  resolutions  setting  forth the proposed
amendments are as follows:

RESOLVED,  that the Certificate of  Incorporation of this Corporation be amended
as follows:

     By changing  Article  number "4" thereof so that, as amended,  said Article
shall be and read as follows:

     4.   Authorized  Shares. The Corporation is authorized to issue 100,000,000
          shares  of  Common  Stock,  $.0001  par  value  ("Common  Stock")  and
          10,000,000  shares of Preferred  Stock,  $.0001 par value  ("Preferred
          Stock"). A statement of tdesignations and the powers,  preferences and
          rights of such classes of stock and the qualifications, limitations or
          restrictions  thereof,  the  fixing  of  which by the  Certificate  of
          Incorporation is desired,  and the authority of the Board of Directors
          to fix, by resolution or resolutions, the designations and the powers,
          preferences and rights of such classes of stock or the qualifications,
          limitations or restrictions  thereof,  which are not fixed hereby, are
          set forth herein.

         Part I.  Reverse Stock Split.

          On May 18, 2006 at 6:00 p.m.  Eastern  Standard  Time (the  "Effective
          Time"), a reverse stock split ("Reverse Stock Split") will occur, as a
          result of which each one thousand (1000) issued and outstanding shares
          of  Common  Stock  of  the  Corporation  ("Old  Common  Stock")  shall
          automatically,  without  further action on the part of the Corporation
          or any holder of such Common Stock, be reclassified and converted into
          one (1) share of the Corporation's  Common Stock ("New Common Stock").
          The Reverse Stock Split will be effected as follows:

          (a)  Following the Effective  Time,  each holder of a certificate  (s)
               representing  outstanding  shares of the Corporation's Old Common
               Stock ("Old  Certificate(s)")  will be entitled to receive,  upon
               surrender  of  such  Old   Certificate(s)  to  the  Corporation's
               transfer agent (the "Agent") for  cancellation,  a certificate(s)
               ("New  Certificate")  representing  the  number  of shares of New
               Common  Stock  owned by such  stockholder  following  the Reverse
               Stock Split.

          (b)  From and after the Effective Time, Old Certificates  shall confer
               no right  upon  the  holders  thereof  other  than  the  right to
               exchange them for the New Certificates  pursuant to the provision
               hereof.
<PAGE>

          (c)  The Corporation will not issue fractional  shares.  The number of
               shares to be issued to each stockholder will be rounded up to the
               nearest  whole number if, as a result of the Reverse Stock Split,
               the  number of  shares  owned by any  stockholder  would not be a
               whole number.

         Part II. Provisions Applicable to All Series of Preferred Stock.

          (a)  Shares of Preferred  Stock may be issued from time to time in one
               or more  series.  The  preferences  and  relative  participating,
               optional  and  other  special  rights  of  each  series  and  the
               qualifications,  limitations or restrictions thereof, if any, may
               differ   from  those  of  any  and  all  other   series   already
               outstanding;  the terms of each series  shall be as  specified in
               this Part II and in the  resolution  or  resolutions  hereinafter
               referred  to; and the Board of Directors  of the  Corporation  is
               hereby  expressly  granted  authority  to fix, by  resolution  or
               resolutions  adopted  prior to the  issuance  of any  shares of a
               particular   series  of  Preferred   Stock,   the   designations,
               preferences  and  relative  participating,   optional  and  other
               special   rights,   or   the   qualifications,   limitations   or
               restrictions  thereof,  of such  series,  including,  but without
               limiting the generality of the foregoing, the following:

               (i)  The rate and times at which, and the terms and conditions on
                    which, dividends on the Preferred Stock of such series shall
                    be paid;

               (ii) The right,  if any,  of holders of  Preferred  Stock of such
                    series to convert the same into,  or exchange  the same for,
                    other classes of stock of the  Corporation and the terms and
                    conditions of such conversion or exchange;

               (iii) The redemption  price or prices and the time at which,  and
                    the terms and conditions on which,  Preferred  Stock of such
                    series may be redeemed;

               (iv) The rights of the holders of Preferred  Stock of such series
                    upon the voluntary or involuntary liquidation,  distribution
                    or  sale  of  assets,  dissolution  or  winding  up  of  the
                    Corporation;

               (v)  The voting  power,  if any, of the  Preferred  Stock of such
                    series; and

                           (vi) The terms of the sinking fund or redemption or
              purchase account, if any, to be provided for the Preferred Stock
              of such series.

          (b)  All shares of each series  shall be  identical in all respects to
               the other shares of such  series.  The rights of the Common Stock
               of the  Corporation  shall  be  subject  to the  preferences  and
               relative participating,  optional and other special rights of the
               Preferred  Stock of each series as fixed  herein and from time to
               time by the Board of Directors as aforesaid.

     Part III. Provisions Applicable to Common Stock.

          (a)  After the  requirements  with respect to  preferential  dividends
               upon the Preferred  Stock of all classes and series thereof shall
               have been met and after the Corporation  shall have complied with
               all  requirements,  if any,  with respect to the setting aside of
               sums as a sinking fund or redemption or purchase  account for the
               benefit of any class or series thereof,  then, and not otherwise,
               the holders of Common  Stock  shall be  entitled to receive  such
               dividends  as may be  declared  from time to time by the Board of
               Directors.
<PAGE>

          (b)  After  distribution  in full of the  preferential  amounts  to be
               distributed  to the holders of all classes and series  thereof of
               Preferred Stock then outstanding,  in the event of a voluntary or
               involuntary  liquidation,   dissolution  or  winding  up  of  the
               Corporation, the holders of the Common Stock shall be entitled to
               receive all the remaining assets of the Corporation available for
               distribution  to its  stockholders  ratably in  proportion to the
               number of shares of Common Stock held by them respectively.

          (c)  Each  holder of Common  Stock  shall  have one vote in respect of
               each share of such stock held by him.

SECOND:  That  thereafter,  pursuant to  resolution  of the Board of  Directors,
stockholders of the Corporation  representing  the necessary number and class of
shares as required by statute,  acting by written  consent in lieu of meeting in
accordance  with  Section  228 of the GCL,  consented  to the  adoption  of said
amendments by signing the consent  setting forth said  amendments  and delivered
the signed  consent to the  Corporation  as required by the  provisions  of said
Section 228.

THIRD:  That said amendments were duly adopted in accordance with the provisions
of Section 242 of the GCL.

IN WITNESS  WHEREOF,  the Corporation  has caused this  certificate to be signed
this 9th day of May, 2006.


                                            HUGO INTERNATIONAL TELECOM INC.


                                            By:  /s/ Kevin Kreisler
                                                 -------------------------
                                                     Kevin Kreisler
                                                     President