EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               DELIVERY NOW CORP.

It  is  hereby  certified  that:

1.     The  name  of  the  corporation (hereinafter called the "Corporation") is
DELIVERY  NOW  CORP.

2.     The  certificate of incorporation of the Corporation is hereby amended by
striking  out Article IV thereof and by substituting in lieu of said Article the
following  new  Article:

                                   "Article IV

                                AUTHORIZED SHARES

     The  aggregate  number  of  shares  of  all  classes  of  stock  which  the
Corporation  shall  have  authority  to  issue shall be two hundred five million
(205,000,000) shares, of which two hundred million (200,000,000) shares shall be
common  stock,  having a par value of $.0001 per share (the "Common Stock"), and
five  million  (5,000,000) shares shall be preferred stock, par value $.0001 per
share (the "Preferred Stock"). All of the shares of Common Stock shall be of one
class.

     The shares of Preferred Stock shall be undesignated Preferred Stock and may
be  issued  from  time to time in one or more series pursuant to a resolution or
resolutions,  providing  for  such  issuance  and  duly  adopted by the Board of
Directors  of  the Corporation, authority to do so being hereby expressly vested
in  the  Corporation's  Board  of  Directors.  The Board of Directors is further
authorized  to  determine  or  alter  the  rights,  preferences,  privileges and
restrictions  granted to or imposed upon any wholly unissued series of Preferred
Stock  and  to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The Board of Directors of the
Corporation,  within  the  limits  and  restrictions stated in any resolution or
resolutions  of  the  Board  of Directors originally fixing the number of shares
constituting  any  series, may increase or decrease (but not below the number of
shares  in  any such series then outstanding) the number of shares of any series
subsequent  to  the  issuance  of  shares  of  that  series.

     The  authority of the Board of Directors of the Corporation with respect to
each  such  class or series of Preferred Stock shall include, without limitation
of  the  foregoing,  the  right  to  determine  and  fix:


<PAGE>

     (i)     the  distinctive designation of such class or series and the number
of  shares  to  constitute  such  class  or  series;

     (ii)     the  rate at which dividends on the shares of such class or series
shall  be  declared  and paid or set aside for payment, whether dividends at the
rate  so  determined  shall be cumulative or accruing, and whether the shares of
such  class  or series shall be entitled to any participating or other dividends
in  addition  to  dividends at the rate so determined, and if so, on what terms;

     (iii)     the  right  or  obligation,  if any, of the Corporation to redeem
shares  of the particular class or series of Preferred Stock and, if redeemable,
the  price,  terms  and  manner  of  such  redemption;

     (iv)     the  special  and relative rights and preferences, if any, and the
amount  or  amounts  per  share,  which  the  shares  of such class or series of
Preferred  Stock  shall be entitled to receive upon any voluntary or involuntary
liquidation,  dissolution  or  winding  up  of  the  Corporation;

     (v)     the  terms  and conditions, if any, upon which shares of such class
or  series  shall  be  convertible  into, or exchangeable for, shares of capital
stock of any other class or series, including the price or prices or the rate or
rates  of  conversion  or  exchange  and  the  terms  of  adjustment,  if  any;

     (vi)     the  obligation,  if  any, of the Corporation to retire, redeem or
purchase  shares of such class or series pursuant to a sinking fund or fund of a
similar  nature  or otherwise, and the terms and conditions of such obligations;

     (vii)     voting  rights,  if  any, on the issuance of additional shares of
such  class  or  series  or any shares of any other class or series of Preferred
Stock;

     (viii)     limitations,  if  any,  on  the issuance of additional shares of
such  class  or  series  or any shares of any other class or series of Preferred
Stock;

     (ix)     such  other  preferences,  powers,  qualifications,  special  or
relative  rights  and  privileges  thereof  as  the  Board  of  Directors of the
Corporation,  acting  in  accordance with this Certificate of Incorporation, may
deem  advisable and are not inconsistent with the law and the provisions of this
Certificate  of  Incorporation.

All  issued  and  outstanding shares of Common Stock, par value $.0001 per share
("Old  Common  Stock"),  outstanding  as of the close of business on October 20,
2003  (the  "Effective  Date") shall automatically and without any action on the
part  of the holder of the Old Common Stock be converted into ten (10) times the
number  of  shares  of  Old Common Stock, par value $.001 per share ("New Common
Stock").  Each  holder  of a certificate or certificates which immediately prior
to  the  Effective  Date represented outstanding shares of Old Common Stock (the
"Old  Certificates")  shall,  from  and after the Effective Date, be entitled to
receive  a certificate or certificates (the "New Certificates") representing the


<PAGE>

shares  of  New  Common Stock into which the shares of Old Common Stock formerly
represented by such Old Certificates are converted under the terms hereof. Prior
to  the  Effective  Date,  there  are 4,020,000 shares of issued and outstanding
shares  of  Old  Common  Stock  and 45,980,000 shares of authorized but unissued
shares  of  Old Common Stock. On the Effective Date, there will be approximately
40,200,000  issued  and  outstanding  shares of New Common Stock and 159,800,000
shares  of  authorized  but  unissued  shares of New Common Stock. The 4,020,000
shares  of  Old  Common  Stock  are hereby changed into approximately 40,200,000
shares  of  New  Common  Stock at the rate of ten shares of New Common Stock for
every  one  share  of  Old  Common  Stock.

3.  The  amendment of the certificate of incorporation herein certified has been
duly  adopted  and  written  consent  has  been  given  in  accordance  with the
provisions  of  Sections 228 and 242 of the General Corporation Law of the State
of  Delaware.

4.  That  the capital of the Corporation shall not be reduced under or by reason
of  said  amendments.


Signed  on  October  13,  2003


/s/  Michael  Conte
--------------------------
Michael  Conte,  President


<PAGE>