Exhibit  3.1(d)

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                     AMERICAN ASSET MANAGEMENT CORPORATION

Pursuant to the provisions of Section 14A:7-2 of the New Jersey Business
Corporation Act, the undersigned corporation hereby executes the following
Certificate of Amendment of the Certificate of Incorporation:
The name of the corporation is AMERICAN ASSET MANAGEMENT CORPORATION.

1. The following resolution to amend Article 4 of the Certificate of
Incorporation, stating the relative rights, preferences and limitations of a
series of preferred stock of the Corporation, was approved by the unanimous
written consent of all of the members of the Board of Directors of the
Corporation dated November 19, 2001:

     RESOLVED, that the Board of Directors, pursuant to authority expressly
vested in it by the provisions of the Certificate of Incorporation of the
Corporation, hereby authorizes the issue from time to time of a series of
Preferred Stock, no par value, of the Corporation and hereby fixes the
designation, preferences and relative, participating, optional or other rights,
and the qualifications, limitations or restrictions thereof, in addition to
those set forth in said Certificate of Incorporation to be in their entirety as
follows:

Designation.  The series of Preferred Stock shall be designated and known as
"10% Series A Cumulative Convertible Participating Preferred Stock" (the
"Series A Preferred Stock").  The number of shares constituting such series
shall be 600,000.

Liquidation Rights.  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
each share of Series A Preferred Stock shall be entitled to receive, prior and
in preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of the Common Stock or any other class or series of
the Corporation's capital stock ranking junior as to liquidation rights to the
Series A Preferred Stock of the Corporation by reason of their ownership
thereof, an amount equal to the dividends accrued and unpaid thereon to the
date of final distribution to such holders, whether or not declared, without
interest, and a sum equal to one dollar ($1.00) per share subject to
appropriate adjustment by the Board of Directors of the Corporation in the
event of any stock split, dividend or similar division of shares of Series A
Preferred Stock or reverse split or similar combination of the Series A
Preferred Stock, and no more.

All of the preferential amounts to be paid to the holders of the Series A
Preferred Stock under this Section 2 shall be paid or set apart for payment
before the payment or setting apart for payment of any amount for, or the dis
tribution of any assets of the Corporation to, the holders of the Common Stock
or any other series of capital stock of the Corporation ranking junior as to
liquidation rights to the holders of Series A Preferred Stock, in connection
with such liquidation, dissolution or winding up.  After the payment or the
setting apart of payment to the holders of the Series A Preferred Stock of the
preferential amounts so payable to them, the holders of Common Stock shall be
entitled to receive all remaining assets of the Corporation available for
distribution to shareholders subject to the rights of the holders, if any, of
the Corporation's capital stock that rank prior to or on a parity with the
Common Stock as to liquidation rights.

If the assets or surplus funds to be distributed to the holders of the Series A
Preferred Stock are insufficient to permit the payment to such holders of
their preferential amount, the assets and surplus funds legally available for
distribution shall be distributed ratably among the holders of the Series A
Preferred Stock in proportion to the full preferential amount each such holder
is otherwise entitled to receive.

Neither a consolidation or merger of the Corporation with another corporation
nor a sale or transfer of all or part of the Corporation's assets for cash,
securities or other property will be considered a liquidation, dissolution or
winding up of the Corporation.

DIVIDENDS AND DISTRIBUTIONS.

The holders of shares of Series A Preferred Stock, in preference to the holders
of shares of Common Stock and of any shares of other capital stock of the
Corporation ranking junior to the Series A Preferred Stock as to payment of
dividends, shall be entitled to receive, when, as and if declared by the Board
of Directors, out of the assets of the Corporation legally available therefor,
cumulative cash dividends at an annual rate of ten cents ($0.10) per share
subject to appropriate adjustment by the Board of Directors of the Corporation
in the event of any stock split, dividend or similar division of shares of
Series A Preferred Stock or reverse split or similar combination of the Series
A Preferred Stock.  Dividends shall accrue and be payable quarterly, in
arrears, on the first day of January, April, July and October in each year
commencing with the first day of the month of April following the date the
Corporation has first accepted subscriptions for the purchase of Series A
Preferred Stock and received payment therefor, provided, however, if any such
date shall fall on a day other than a business day, then such payment shall, at
the Corporation's option, be made on either the  first business day preceding
or the first business day following the date on which such payment shall have
so fallen due.

Dividends payable pursuant to paragraph (a) of this Section 3 shall begin to
accrue and be cumulative from the date of acceptance by the Corporation of
subscriptions and the receipt of payment for the Series A Preferred Stock,
whether or not earned or declared.  The amount of dividends so payable shall be
determined on the basis of twelve 30-day months and a 360-day year.  Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated pro rata on a share-by-share basis among all such shares at the
time outstanding.  The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend declared hereon, which record date shall be no
more than sixty (60) days prior to the date fixed for the payment thereof.

In addition to the annual dividend provided for in Section 3(a), if in any the
calendars year ending December 31, 2002, 2003, 2004, 2005 and 2006 the
Corporation's wholly owned subsidiary, Capital Financial Corporation
("Capital"), achieves net after tax income of at least $100,000 (as determined
by reference to Capital's audited financial statements for such year) (the
"Threshold Amount"), the holders of record of shares of Series A Preferred
Stock on December 31 in the year in which the Threshold Amount has been
achieved, in preference to the holders of shares of Common Stock and of any
shares of other capital stock of the Corporation ranking junior to the Series A
Preferred Stock as to payment of dividends, shall be entitled to receive, when,
and if, declared by the Board of Directors, out of funds legally available
therefor, an additional cash dividend per share equal to 1% of the liquidation
preference of a share of Series A Preferred Stock (i.e., $.01 per share) for
each $100,000 of after tax net income reported in the audited financial
statements of Capital for such calendar year, subject to a maximum additional
cash dividend per share equal to 4% of the liquidation preference of the Series
A Preferred Stock (i.e., $.04 per share).  The additional cash dividend is
subject to appropriate adjustment by the Board of Directors of the Corporation
in the event of any stock split, dividend or similar division of shares of
Series A Preferred Stock or reverse split or similar combination of the Series
A Preferred Stock.  The additional cash dividend, if any, with respect to any
calendar year shall be paid with the annual dividend payment due on the
subsequent July 1.

No dividends or other cash distributions shall be paid or set apart for payment
on any shares of Common Stock unless and until all accrued and unpaid dividends
on the Series A Preferred Stock, including the full dividend for the then-
current annual dividend period, shall have been paid or declared and set apart
for payment.

The holders of shares of Series A Preferred Stock shall not be entitled to
receive any dividends or other distributions except as provided herein.

CONVERSION.

OPTIONAL CONVERSION BY HOLDER. Subject to the provisions of paragraph (b) of
this Section 4 and of Section 6 hereof, the holders of shares of the Series A
Preferred Stock shall have conversion rights as follows: Outstanding shares of
Series A Preferred Stock may be converted by the holders thereof into fully
paid and nonassessable shares of the Corporation's Common Stock in the manner
hereinafter provided in paragraphs (b) and (c) of this Section 4.

CONVERSION RATIOS.  Subject to the redemption of shares of Series A Preferred
Stock as provided in Section 6 hereof, each share of Series A Preferred Stock
shall be convertible at the option of the holder into one (1) share of the
Corporation's Common Stock (the "Conversion Ratio"); provided, however, in the
event of a stock dividend, recapitalization, reorganization, merger,
consolidation, subdivision, combination or reclassification of shares of the
Corporation's Common Stock, or any other change in the corporate structure or
shares of the Corporation's Common Stock, prior to the conversion of the Series
A Preferred Stock, the Corporation shall make such adjustment as the Board of
Directors of the Corporation, in its sole discretion, shall deem necessary, in
the Conversion Ratio to give each holder of the Series A Preferred Stock
substantially the same rights as the holder of the Series A Preferred Stock had
immediately prior to the occurrence of such event.  In the event of any
consolidation of the Corporation with, or merger of the Corporation into,
another corporation (other than the merger of the Corporation into a wholly-
owned subsidiary) where the Corporation is not the successor entity, or in the
case of the sale or conveyance to another corporation of substantially all of
the property of the Corporation, then the holder of the Series A Preferred
Stock shall thereafter, upon conversion of the Series A Preferred Stock in
accordance with the terms hereof, prior to the record date for such
consolidation, merger, sale or conveyance, have the right to purchase and
receive the kind and number of shares of stock and other securities or
properties receivable upon such consolidation, merger, sale or conveyance, that
would have been issued to the holder of the Series A Preferred Stock had the
Series A Preferred Stock been converted immediately prior to such event.

MECHANICS OF CONVERSION.  The right of the holders of the Series A Preferred
Stock to convert their shares shall be exercised by transmitting to the
Corporation at its principal executive offices or such other place as the
Corporation shall specify in writing, a notice of such conversion together with
certificates representing shares of the Series A Preferred Stock to be
converted, duly endorsed in blank and accompanied by such proper instruments of
transfer as may be requested by the Corporation. The notice shall state the
number of shares of Series A Preferred Stock to be converted.  The Corporation
shall promptly, after receipt of the foregoing together with such other
documents and evidence of payments of any required taxes on the part of the
holder it may reasonably require, issue to the holder of the Series A Preferred
Stock the appropriate number of shares of the Corporation's Common Stock.  The
Corporation shall, as soon as practicable thereafter, subject to the receipt by
the Corporation from the converting holder of any representations or other
documentation the Corporation may reasonably request in order to comply with
the federal securities laws with respect to the issue of the Common Stock upon
such conversion, to issue and deliver at such office to such holder of Series A
Preferred Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder
shall be entitled as aforesaid.  Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such surrender
of the shares of Series A Preferred Stock to be converted, and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of such date.  Upon conversion, the holder of
shares of Series A Preferred Stock shall be entitled to receive, in cash, any
accrued and unpaid dividends on the shares of Series A Preferred Stock
surrendered for conversion to the date of such conversion.

NO IMPAIRMENT.  The Corporation shall not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Corporation but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 4 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of the
Series A Preferred Stock against impairment.

CERTIFICATE AS TO ADJUSTMENTS.  Upon the occurrence of each adjustment to the
Conversion Ratio pursuant to this Section 4, the Corporation, at its expense,
shall promptly compute such adjustment in accordance with the terms hereof and
furnish to each holder of Series A Preferred Stock a certificate setting forth
such adjustment and showing in detail the facts upon which such adjustment is
based.  The Corporation shall, upon the written request at any time of any
holder of Series A  Preferred Stock, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such adjustments, (ii) the
Conversion Ratio at the time in effect, and (iii) the number of shares of
Common Stock and the amount, if any, of other property which at the time would
be received upon the conversion of Series A Preferred Stock.

NOTICES OF RECORD DATE.  In the event of any taking by the Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous quarters) or
other distribution, the Corporation shall mail to each other holder of Series A
Preferred Stock at least ten (10) days prior to the date therein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend or distribution.

COMMON STOCK RESERVED.  The Corporation shall reserve and keep available out of
its authorized but unissued Common Stock such number of shares of its Common
Stock as shall from time to time be sufficient to effect the conversion of the
Series A  Preferred Stock.

VOTING RIGHTS.  Except as otherwise required by law or as set forth below the
holders of shares of Series A Preferred Stock shall not be entitled to notice
of any shareholders' meeting or to vote upon any matter submitted to a
shareholder of the Corporation for a vote.

Without the consent or affirmative vote of the holders of at least fifty-one
percent (51%) of the outstanding shares of Series A Preferred Stock, voting
separately as a class, the Corporation shall not (i) amend, alter or repeal,
whether by merger or consolidation or otherwise, the Corporation's Certificate
of Incorporation if the amendment, alteration or repeal materially and
adversely affects the powers, preferences or special rights of the Series A
Preferred Stock, or (ii) increase the authorized number of shares of Series A
Preferred Stock. Notwithstanding the foregoing, the Corporation may at any time
authorize, create or issue any shares of any other class or series of capital
stock of the Corporation ranking prior to the Series A Preferred Stock as to
dividends or upon liquidation without the consent or vote of the holders of
Series A Preferred Stock.

REDEMPTION.
The Corporation shall have the right, at its sole option and election made in
accordance with paragraph (c) of this Section 6, commencing one (1) year from
the date the Corporation first accepts a subscription from purchasers thereof
for shares of the Series A Preferred Stock and received payment therefor, to
redeem, out of funds legally available therefor, shares of Series A Preferred
Stock, in whole or in part, at a price of $1.10 per share plus all accrued and
unpaid dividends (the "Redemption Price).

If less than all shares of Series A Preferred Stock at the time outstanding are
to be redeemed, the shares to be redeemed shall, at the election of the Board
of Directors of the Corporation, be selected pro rata or by lot or such other
manner as the Board of Directors may determine;

(i)  Notice of any redemption of shares of Series A Preferred Stock pursuant to
this Section 6 shall be mailed at least five (5) business days, but not more
than sixty (60) calendar days prior to the date fixed for redemption to each
holder of shares of Series A Preferred Stock to be redeemed, at such holder's
address as it appears on the transfer books of the Corporation.  Holders of
Series A Preferred Stock shall have conversion rights until the close of
business on the business day immediately preceding the date fixed for
redemption. In order to facilitate the redemption of shares of Series A
Preferred Stock, the Board of Directors may fix a record date for the
determination of shares to be redeemed and the date fixed for such redemption.
The Corporation shall redeem the number of shares so specified on the date
fixed for redemption. Any notice which is mailed as herein provided shall be
conclusively presumed to have been duly given, whether or not the holder of the
Series A Preferred Stock receives such notice; and failure to give such notice
by mail, or any defect in such notice, to the holders of any shares designated
for redemption shall not affect the validity of the proceedings for the
redemption of such shares or any other shares of Series A Preferred Stock.  On
or after the date fixed for redemption as stated in such notice, each holder of
the shares called for redemption shall surrender the certificate evidencing
such shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the Redemption Price.  If less than
all the shares represented by any such surrendered certificate are redeemed, a
new certificate shall be issued representing the unredeemed shares.

On the date of any redemption being made pursuant to this Section 6 which is
specified in a notice given pursuant to paragraph (c) of this Section 6 and at
any time after such notice shall have been mailed and before the date of
redemption the Corporation may deposit for the benefit of the holders of shares
of Series A Preferred Stock to be redeemed the funds necessary for such
redemption with a bank or trust company. Any monies so deposited by the
Corporation and unclaimed at the end of three years from the date designated
for such redemption shall revert to the general funds of the Corporation.
After such reversion, any such bank or trust company shall, upon demand, pay
over to the Corporation such unclaimed amounts and thereupon such bank or trust
company shall be relieved of all responsibility in respect thereof and any
holder of shares of Series A Preferred Stock to be redeemed shall look only to
the Corporation for the payment of the Redemption Price.  In the event that
monies are deposited pursuant to this paragraph (d) in respect of shares of
Series A Preferred Stock that are converted in accordance with the provisions
of Section  4, such monies shall, upon such conversion, revert to the general
funds of the Corporation and, upon demand, such bank or trust company shall pay
over to the Corporation such monies and shall be relieved of all responsibility
to the holders of such converted shares in respect thereof.  Any interest
accrued on funds deposited pursuant to this paragraph (d) shall be paid from
time to time to the Corporation for its own account.

Notice of Redemption having been given as aforesaid, notwithstanding that any
certificates for such shares shall not have been surrendered for cancellation,
from and after the date of redemption designated in the notice of redemption
(i) the shares represented thereby shall no longer be deemed outstanding, (ii)
the rights to receive dividends thereon shall cease to accrue, and (iii) all
rights of the holders of shares of Series A Preferred Stock to be redeemed
shall cease and terminates, excepting only the right to receive the Redemption
Price therefor and the right to convert such shares into shares of Common Stock
until the close of business on the business date immediately preceding the date
of redemption, in accordance with Section 4.

RESIDUAL RIGHTS.  All rights accruing to the outstanding shares of the
Corporation not expressly provided for to the contrary herein shall be vested
in the Common Stock.

The Certificate of Incorporation is amended so that the designation and number
of shares of Series A Preferred Stock acted upon in the resolution, and the
relative rights, preferences and limitations of such shares of Series A
Preferred Stock, are as stated in the resolution.

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of
Incorporation was executed on behalf of the corporation this 12th day of
December, 2001.

                                         AMERICAN ASSET MANAGEMENT CORPORATION


                                         By:_/s/ Richard G. Gagliardi______
                                         Richard G. Gagliardi
                                         President