Exhbit 3.1
                    AMENDMENT TO CERTIFICATE OF INCORPORATION
                         OF THE ENCHANTED VILLAGE, INC.

     The  Enchanted  Village,   Inc.  (the   "Corporation"),   pursuant  to  the
requirements  of  Section  242 of the  General  Corporation  Law of the State of
Delaware,  as  amended,  hereby  adopts this  Amendment  to its  Certificate  of
Incorporation.

       WHEREAS, the Amendment to the Certificate of Incorporation set forth
below was adopted by a resolution by the Corporation's Board of Directors and
submitted to the Corporation's stockholders for their written consent and
approval in accordance with the requirements of Sections 228 and 242 of the
General Corporation Law of Delaware; and

       WHEREAS, the number of shares of common stock issued, outstanding and
entitled to vote with respect to the respect to the foregoing amendments was
10,668,333 and in accordance with Sections 228 and 242 of the General
Corporation Law of Delaware, the holders of 5,440,050 shares of common stock
consented in writing to the amendments to the Corporation's Certificate of
Incorporation; and

       WHEREAS, the number of shares of preferred stock issued, outstanding and
entitled to vote with respect to the respect to the foregoing amendments was
300,000 and in accordance with Sections 228 and 242 of the General Corporation
Law of Delaware, the holders of 200,375 shares of preferred stock consented in
writing to the amendments to the Corporation's Certificate of Incorporation; and

       WHEREAS, the Corporation has given written notice to nonconsenting
stockholders in accordance with Section 228 of the General Corporation Law of
Delaware:

         NOW, THEREFORE, in accordance with the provisions of Sections 228 and
242 of the General Corporation Law of the State of Delaware, the provisions of
the Article Fourth of the Corporation's Certificate of Incorporation are hereby
amended to read in their entirety as follows:

ARTICLE FOURTH
NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE

4.1      Capital Stock. The total number of shares of capital stock which the
         Corporation shall have authority to issue is Fifty-Five Million
         (55,000,000) shares which shall be subdivided into classes as follows:

           (a)    Fifty Million (50,000,000) shares of the Corporation's capital
                  stock shall be denominated as Common Stock, have a par value
                  of $0.002 per share, and enjoy the rights and powers generally
                  accorded to common stockholders under the General Corporation
                  Law of Delaware.

(b) Five Million (5,000,000) shares of the Corporation's authorized capital
stock shall be denominated as Preferred Stock, par value of $0.002 per share.
Shares of Preferred Stock may be issued from time to time in one or more series
as the Board of Directors, by resolution or resolutions, may from time to time
determine, each of said series to be distinctively designated. The voting
powers, preferences and relative, participating, optional and other special
rights, and the qualifications, limitations or restrictions thereof, if any, of
each such series of Preferred Stock may differ from those of any and all other
series of Preferred Stock at any time outstanding, and the Board of Directors is
expressly granted authority to fix or alter, by resolution or resolutions, the
designation, number, voting powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof, of each such series of Preferred Stock.

4.2      Reclassification of Outstanding Securities. Effective at 12:01 a.m.
          EST on March 10, 2003:

(a)               The Four Million, Four Hundred Twenty-Eight Thousand, Six
                  Hundred and Sixteen (4,428,616) issued and outstanding shares
                  of the Corporation's $0.002 par value Class A Common Stock
                  shall be reclassified as Four Million, Four Hundred
                  Twenty-Eight Thousand, Six Hundred and Sixteen (4,428,616)
                  shares of the $0.002 par value common stock of the Corporation
                  without any further action by the holders of such shares.

(b)               The Three Hundred Thousand (300,000) issued and outstanding
                  shares of the Corporation's Convertible Series A $25 Preferred
                  Stock shall be reclassified as Twelve Million, Three Hundred
                  Fifteen Thousand (12,315,000) shares of the $0.002 par value
                  common stock of the Corporation without any further action by
                  the holders of such shares.

(c)               Upon completion of the reclassifications, the total issued and
                  outstanding capital stock of the Corporation shall consist of
                  Twenty-Seven Million, Four Hundred Eleven Thousand, Nine
                  Hundred and Forty-Nine (27,411,949) shares of $0.002 par value
                  Common Stock.

(d)               Following the effective date of the foregoing
                  reclassification, until surrendered for cancellation and
                  issuance of a replacement certificate, each certificate
                  evidencing shares of common stock or preferred stock
                  outstanding prior to such reclassification of shares shall
                  after the effective date of such reclassification of shares
                  evidence the number of shares of common stock, $0.002 par
                  value, into which such shares have been reclassified. For
                  purposes of determining the number of whole shares of common
                  stock to which a stockholder is entitled to receive as a
                  result of such reclassification, all shares of common or
                  preferred stock held by such stockholder, whether evidenced by
                  one or more certificates, shall be aggregated.

4.3      Implementation of Reverse Split. Effective at 12:01 a.m.
         EST on March 10, 2003:

(a)               The Twenty-Seven Million, Four Hundred Eleven Thousand, Nine
                  Hundred and Forty-Nine (27,411,949) issued and outstanding
                  shares of the Corporation's $0.002 par value common stock
                  shall be combined or "reverse split" into a lesser number of
                  shares in the ratio of one (1) share of $0.002 par value
                  common stock for every Four Thousand (4,000) shares held by a
                  stockholder immediately prior to the effective time set forth
                  above for the reverse split.

(b)               No fractional shares of shall be issued in connection with the
                  reverse split and any fractional shares resulting from the
                  reverse split shall be rounded to the next whole share.

(c)               Upon completion of the reverse split, the total issued and
                  outstanding capital stock of the Corporation shall consist of
                  Seven Thousand, Seven Hundred and Twenty-Five (7,725) shares
                  of $0.002 par value Common Stock, more or less.

(d)               Following the effective date of the foregoing reverse split of
                  shares of common stock, until surrendered for cancellation and
                  issuance of a replacement certificate, each certificate
                  evidencing shares of common stock prior to such
                  reclassification and combination of shares shall after the
                  effective date of such reclassification and combination of
                  shares evidence the number of shares into which such shares
                  have been reclassified and combined. For purposes of
                  determining the number of whole shares of common stock to
                  which a stockholder is entitled to receive as a result of
                  rounding up, all shares of common stock held by such
                  stockholder, whether evidenced by one or more certificates,
                  shall be aggregated.

         IN WITNESS WHEREOF, The Enchanted Village, Inc. has caused this
Certificate of Amendment to be signed by Sally A. Fonner, its president, and
Cecil Y. Banhan, its Assistant Secretary, this 7th day of March 2003.

THE ENCHANTED VILLAGE, INC.                          ATTEST

           /s/                                           /s/
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SALLY A. FONNER                                   CECIL Y. BANHAN
PRESIDENT                                         ASSISTANT SECRETARY