EXHIBIT 3.6



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         CEDRIC KUSHNER PROMOTIONS, INC.

        Cedric   Kushner   Promotions,   Inc.,  a  Delaware   corporation   (the
        "Corporation"), does hereby certify as follows:

        FIRST: The current name of the Corporation is Cedric Kushner Promotions,
        Inc.

        SECOND: Pursuant to Section 242 of the Delaware General Corporation Law,
the Board of Directors of the  Corporation  has duly adopted,  and a majority of
the outstanding stock entitled to vote thereon and a majority of the outstanding
stock of each class entitled to vote as a class has duly approved, the amendment
to the Certificate of Incorporation of the Corporation, as amended, set forth in
this Certificate of Amendment.

        THIRD:  The Board of Directors  hereby  declares it advisable and in the
best  interest of the  Corporation  that  Article  THIRD of the  Certificate  of
Incorporation is hereby amended and restated in its entirety to read as follows:

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

        FOURTH:  The Board of Directors  hereby declares it advisable and in the
best interest of the  Corporation  that the first paragraph in Article FOURTH of
the Certificate of  Incorporation is hereby amended and restated in its entirety
to read as follows:

        "FOURTH.  The  Corporation is authorized to issue two classes of capital
stock, one of which is designated as common stock, par value $.01 per share (the
"Common  Stock") and the other of which is  designated as preferred  stock,  par
value $.01 per share (the "Preferred Stock").  The total number of all shares of
capital stock which the corporation shall have authority to issue is one hundred
and  five  million  (105,000,000)  shares,  consisting  of one  hundred  million
(100,000,000)  shares of Common  Stock and five  million  (5,000,000)  shares of
Preferred  Stock.  The Preferred Stock may be issued from time to time in one or
more series as set forth in Section (b) of this Article FOURTH. The following is
a statement of the designations  and the powers,  preferences and rights of, and
the  qualifications,  limitations and restrictions  applicable to, each class of
capital stock of the Corporation.


        FIFTH:  The Board of Directors  hereby  declares it advisable and in the
best  interest of the  Corporation  that  Section  (a) in Article  FOURTH of the
Certificate of  Incorporation  is hereby amended and restated in its entirety to
read as follows:

        "(a) COMMON STOCK

                (1) Voting. Holders of Common Stock are entitled to one vote for
        each  share  held  at  all  meetings  of  stockholders.  The  number  of
        authorized shares of Common Stock may be increased or decreased (but not
        below the number of shares thereof then  outstanding) by the affirmative
        vote  of  the  holders  of a  majority  of  the  capital  stock  of  the
        Corporation  entitled to vote voting as a single class,  irrespective of
        the provisions of Section  242(b)(2) of the General  Corporation  Law of
        the State of Delaware.

                (2)  Dividends.  Dividends  may be  declared  and paid on Common
        Stock from funds lawfully available therefor,  as and when determined by
        the board of directors and subject to any  preferential  dividend rights
        of any series of Preferred Stock then outstanding.
<PAGE>

                (3)  Liquidation.  Upon the  dissolution  or  liquidation of the
        Corporation,  whether voluntary or involuntary,  holders of Common Stock
        will be  entitled  to  receive  ratably  all  assets of the  Corporation
        available for distribution to stockholders of the  Corporation,  subject
        to any  preferential  rights  of any  series  of  Preferred  Stock  then
        outstanding."

        SIXTH:  The Board of Directors  hereby  declares it advisable and in the
best  interest of the  Corporation  that  Article  FIFTH of the  Certificate  of
Incorporation is hereby deleted in its entirety and restated to read as follows:

        "FIFTH. [Intentionally omitted]."

        SEVENTH:  The Board of Directors hereby declares it advisable and in the
best interest of the Corporation  that Sections (c) through (e) of Article SIXTH
of the  Certificate  of  Incorporation  is hereby  amended  and  restated in its
entirety to read as follows:

        "(c) TERMS OF OFFICE

                Each  director  shall serve for a term ending on the date of the
        annual  meeting  following the annual meeting at which such director was
        elected;  provided,  that the term of each director  shall be subject to
        the election and  qualification  of a successor to such  director and to
        the earlier death, resignation or removal of such director."

        EIGHTH:  That this Certificate of Amendment shall be effective as of the
date of filing.

        IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  of
Amendment to be signed as of the 7th day of December, 2004.


                                              /s/James DiLorenzo
                                              -------------------------------
                                              James DiLorenzo, Vice President