**Exhibit 3.1(c)**

 

**CERTIFICATE OF AMENDMENT**

**TO**

**ARTICLES OF INCORPORATION**

**OF**

**TRANS WORLD CORPORATION**

**(Pursuant to NRS 78.207)**

 

The undersigned, the duly authorized officers of Trans WorldCorporation, a Nevada corporation (“TWC” or the “Corporation”), do, pursuant toNRS 78.209, hereby certify to the Secretary of State of the State of Nevada asfollows:

 

**FIRST:**  The name of the corporation is Trans WorldCorporation.

 

**SECOND: **The Articles of Incorporation of theCorporation were filed with the office of the Secretary of State of the Stateof Nevada on October 20, 1993, and amended on December 8, 1994, August 15,2000, July 16, 2002 and May 13, 2003,

 

**THIRD: **The current number of authorized shares and thepar value of the capital stock of the Corporation as of the date hereof is as follows:

 
| **Type**        | ** ** | **Par Value** | ** ** | **Number Authorized** | ** **  |
|-----------------|------------|---------------|------------|-----------------------|-------------|
|            |       |          |       |                  |        |
| Common Stock    |       | $             | 0.001      |                  | 950,000,000 |   |
|            |       |          |       |                  |        |
| Preferred Stock |       | $             | 0.001      |                  | 4,000,000   |   |

 

**FOURTH: **The Board of Directors, pursuant to NRS 78.207,adopted on October 30, 2003 by unanimous written consent a resolutiondecreasing the number of authorized shares of Common Stock and correspondinglydecreasing the number of shares of Common Stock that are issued and outstandingwithout a change in the par value thereof, such that upon the Effective Date(as set forth in Article Ninth hereof), every one hundred (100) shares ofauthorized Common Stock, $0.001 part value per share, shall be automaticallyconverted into one (1) share of Common Stock, $0.001 par value per share, andevery one hundred (100) shares of Common Stock that shall be issued andoutstanding on the Effective Date shall be automatically converted, on theEffective Date, to one (1) share of Common Stock, without any act to beperformed by said stockholder, and all fractional shares of authorized CommonStock and of the shares of Common Stock that are issued and outstanding on theEffective Date shall automatically be rounded up to the next whole share (the “ReverseStock Split”).  The authorized shares ofthe Corporation’s Preferred Stock, $0.001 par value per share, shall not beaffected by the Reverse Stock Split.

 

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**FIFTH:**  The number and par value of the authorizedshares of Common Stock on and after the Effective Date of the Reverse StockSplit shall be 9,500,000 shares of Common Stock, $0.001 par value per share.

 

**SIXTH:**  On and after the Effective Date, each onehundred (100) issued and outstanding shares of the Corporation’s Common Stock,$0.001 par value per share, shall, automatically and without the action of anyperson or entity, be converted into one (1) share of Common Stock, $0.001 parvalue per share.

 

**SEVENTH: **On and after the Effective Date, as a result ofthe Reverse Stock Split, each fractional authorized and issued share of CommonStock resulting therefrom shall automatically be rounded up to the next wholeshare.  No stockholder shall receive afractional share of Common Stock, scrip or cash in lieu of a share of CommonStock, as a result of the Reverse Stock Split.

 

**EIGHTH: **Pursuant to NRS 78.207(1), no stockholderapproval is required for the Reverse Stock Split.

 

**NINTH: **The date and time that the Reverse Stock Splitshall become effective is 12:01 A.M. New York City, New Yorktime, on April 5, 2004 (the “Effective Date”).

 

**IN WITNESSWHEREOF,** the undersigned have set their hands this 1stday of March 2004.

 
|   | **TRANS WORLD CORPORATION**           |
|--------|---------------------------------------|
|   |                                  |
|   | By:                                   | /s/ Rami Ramadan |   |
|   | Rami S. Ramadan                       |
|   | President and Chief Executive Officer |
|   |                                  |
|   | By:                                   | /s/ Paul Benkley |   |
|   | Paul Benkley                          |
|   | Secretary                             |

 
| **STATE OF NEW YORK** | **)**     |
|-----------------------|-----------|
|                  | **) ss:** |
| **COUNTY OF QUEENS**  | **)**     |

 

On March 1, 2004, personally appeared beforeme, a Notary Public in and for the State of New York, County of Queens, Rami S.Ramadan and Paul Benkley, as President and Secretary, respectively, of TransWorld Corporation, who acknowledged that they executed the above instrument.

 
| [Notarial Seal] | /s/ Hung D. Le |   |
|-----------------|----------------|--------|
|            | Hung D. Le     |
|            | Notary Public  |

 

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