Exhibit
      3(i)(2)




**DEAN
                  HELLER**
                **Secretary
                  of State**
                **204
                  North Carson Street, Suite 1**
                **Carson
                  City, Nevada 89701-4299**
                **(775)
                  684 5708**
                **Website:
                  secretaryofstate.biz**
              Entity
                  #
                C1100-2003
                Document
                  Number:
                20060829577-66
                
                Date
                  Filed:
                12/27/2006
                  3:33:40 PM
                In
                  the office of
                
                */s/
                  Dean Heller*
                
                Dean
                  Heller
                Secretary
                  of State
 Certificate
                  of Change Pursuant
                to
                  NRS 78.209
 
 ABOVE
        SPACE IS FOR OFFICE USE ONLY
 
 **Certificate
        of Change filed Pursuant to NRS 78.209**
 **For
        Nevada Profit Corporations**
 
 1.
        Name
        of corporation:
 Benacquista
                  Galleries, Inc.
 
 2.
        The
        board of directors have adopted a resolution pursuant to NRS 78.207 and have
        obtained any required approval of the stockholders.
 
 3.
        The
        current number of authorized shares and the par value, if any, of each class
        or
        series, if any, of shares before the change:
 The
                  total authorized capitalization of the corporation is fifty
                  million (50,000,000) common shares, $0.001 par
                  value.
 
 4.
        The
        number of authorized shares and the par value, if any, of each class or series,
        if any, of shares after the change:
 The
                  total authorized capitalization of the corporation is five
                  million (5,000,000) common shares, $0.001 par
                  value.
 
 5.
        The
        number of shares of each affected class or series, if any, to be issued after
        the change in exchange for each issued share of the same class or
        series:
 1,100,030
 
 6.
        The
        provisions, if any, for the issuance of fractional shares, or for the payment
        of
        money or the issuance of scrip to stockholders otherwise entitled to a fraction
        of a share and the percentage of outstanding shares affected
        thereby:
 Stockholders
                  otherwise entitled to fractional shares as a
                  result of the reverse stock split will be entitled to a full
                  share.
 
 7.
        Effective date of filing (optional):
        ____________________________________________________
 (must
        not
        be later than 90 days after the certificate is filed)
 
 8.
                  Officer Signature:
              */s/
                  James Price*
                Signature
              
              Chief
                  Executive Officer
                  Title
 
 **IMPORTANT:**Failure to include any of the above information and submit the proper
        fees may cause this filing to be rejected.
 
 ***This
                  form must be accompanied by appropriate fees.***
              Nevada
                  Secretary of State AM 78.209 2003Revised
                  on: 09/28/05