CERTIFICATE OF DECREASE AND INCREASE
                 IN AUTHORIZED SHARES PURSUANT TO NRS 78.207 OF
                         NATURAL WAY TECHNOLOGIES, INC.

     We, the  undersigned  President and Secretary of Natural Way  Technologies,
Inc., do hereby certify that:

     1.   The Board of Directors of said corporation, on March 27, 2000, adopted
          a resolution  decreasing and increasing the authorized and outstanding
          shares of common stock by means of a 1-for-5  reverse stock split,  in
          accordance  with  the  provisions  of  NRS  78.207,  and  subsequently
          reauthorizing  the Common  Stock and  Preferred  Stock at the  amounts
          authorized prior to the reverse stock split.

     2.   (a) The number and par value of authorized shares before the change is
          as follows:

          (i)  Common Stock - 50,000,000 shares authorized; $0.001 par value.

          (ii) Preferred Stock - 5,000,000 shares authorized; $0.001 par value;

          (b) The number and par value of  authorized  shares  after the reverse
          stock split is as follows:

          (i)  Common Stock - 10,000,000 shares authorized; $0.005 par value.

          (ii) Preferred Stock - 1,000,000 shares authorized; $0.005 par value;

          (c) The number and par value of authorized  shares after  decrease and
          increase pursuant to Section 78.207 is as follows:

          (i)  Common Stock - 50,000,000 shares authorized; $0.001 par value.

          (ii) Preferred Stock - 5,000,000 shares authorized; $0.001 par value;

          (d)  Pursuant to the  change,  two-tenths  of a share of common  stock
          shall be issued for each  issued  share of common  stock  prior to the
          change;  however no shareholder  holding less than 100 shares shall be
          subject to the reverse split.
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          (e) No fractional  shares shall be issued  pursuant to the change.  In
          lieu of fractional  shares,  each fractional share otherwise  issuable
          shall be rounded up to the nearest whole share.

          (f)  No  approval  of  stockholders   is  required   pursuant  to  NRS
          78.207.;however a majority of shareholders  executed a written consent
          approving the change.

          (g) The effective date of the change is March 27, 2000.

Dated: March 27, 2000.

                                                 Natural Way Technologies, Inc.


                                                 By:
                                                    ----------------------------
                                                     Wang Wei Hua, President


                                                 By:
                                                    ----------------------------
                                                      Secretary
STATE OF                )
                        )
COUNTY OF               )

     On March 27, 2000 personally  appeared before me, a Notary Public, Wang Wei
Hua,  who  acknowledged  that he executed  the above  document as  President  of
Natural Way Technologies, Inc.


                                                         -----------------------
                                                         Notary Public

STATE OF                )
                        )
COUNTY OF               )

     On  March  27,  2000  personally  appeared  before  me,  a  Notary  Public,
__________________,  who  acknowledged  that he executed  the above  document as
Secretary of Natural Way Technologies, Inc.


                                                          ----------------------
                                                          Notary Public