Exhibit 3.1

CERTIFICATE OF AMENDMENT OF ATRICLES OF INCORPORATION 2UOnline.com, Inc. A
Delaware Corporation

The undersigned, Robert Klein, President of 2UOnline.com, Inc. does hereby
certify that at a Special Meeting of the Board of Directors held at the offices
of the Corporation on January 2, 2003, at which a quorum was present, the
following resolutions were duly passed:

RESOLVED:     The Corporation's authorized capital stock consists of
100,000,000 shares of common stock with $0.0001 par value per share, of which
40,547,500 shares are currently issued and outstanding.

RESOLVED:    Effective January 2, 2003, the Board of Directors does
hereby declare a One-for-Ten reverse stock split of all of this Corporation's
outstanding common stock without any change in par value for the shares of
common stock of this Corporation.

RESOLVED:    Pursuant to the Section 242 of the General Corporation
Law of Delaware, there is no statutory requirement that an amendment to the
Corporation's Articles of Incorporation be filed to effect the above referenced
reverse stock split since the stock split does not include a change in the
authorized capital or par value.

RESOLVED:    Stockholder approval required to effect the reverse
stock split pursuant to Section 222 of the General Corporation Law of Delaware
has been obtained.

RESOVLED:    That in connection with such reverse split, in the event
of fractional shares, there shall be no fractional shares or scrip certificates
issued and all fractional shares be rounded to the nearest whole and delivered
in accordance with the reverse stock split.

RESOLVED:    That the One-for-Ten reverse stock split be effective as
of January 8, 2003.

RESOLVED:   That the officers of the Corporation and each of them is
authorized and empowered to arrange for and purchase new stock certificates of
the Corporation to be issued to shareholders and to represent the Common Stock
of this Corporation issuable pursuant to the One-for-Ten stock split and such
share certificates, as determined by the officers, shall be deemed to be the
shares of this corporation.

RESOLVED:  That the officers of the Corporation and each of them is
authorized and empowered to do such things and execute such documents as may be
necessary in order to effectuate the purposes of the foregoing resolutions.

        I, the undersigned, President of 2Uonline.com, Inc. DO HEREBY CERTIFY
        that the foregoing is a true, complete and accurate copy of resolutions
        duly adopted by the Board of Directors of said Corporation at a special
        meeting held on the aforementioned day, at which a quorum of the
        Directors were present; and I do further certify that these resolutions
        have not been altered, amended and they are now in full force and
        effect.

        Witness my hand and the Seal of the Corporation on this 2nd day of
        January 2003.



                                                /s/
DATED:  January 2, 2003                         ------------------
                                                 By: Robert Klein
                                                 Its: President





ATTEST:




/s/-------------------
By: Ferdinand Marehard
Its: Secretary