CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                            (After Issuance Of Stock)

                         TRUE FICTION, INC.#C 22472-2000
                         -------------------------------
                               Name of Corporation

The  undersigned:                                          Anthony  Romanoand
                 ---------------------------------------------------------
                               Chairman

     Michel  Shane      of                                 True  Fiction, Inc.
------------------------------------------------------------------------------
   President/Secretary                                      Name  of Corporation

     Do  hereby  certify:  That  the Board of Directors of said Corporation at a
meeting  duly convened, held on THE __25TH_____ DAY OF SEPTEMBER 2000, adopted a
resolution  to  amend  the  original  articles  as  follows:

     Article  3  is  hereby  amended  to  read  as  follows  :

     THIRD:.  The  amount  of  the  total  authorized  capital  stock  of  this
Corporation  is 10,000,000 shares of Common Stock with Par Value of $0.001 each.
-----------
Each  share  shall have one (1) vote. Such stock may be issued from time to time
without  action  by the shareholders for such consideration as may be fixed from
time  to  time  by  the  Board  of  Directors,  and  shares  so issued, the full
consideration  for  which  has  been paid or delivered, shall be deemed the full
paid-up stock, and the holder of such shares shall not be liable for any further
payment  thereof. Said stock shall not be subject to assessment to pay the debts
of  the  corporation,  and  no  paid up-stock and no stock issued as fully paid,
shall  ever  be  assessed  or  assessable  by  the  corporation.

     The number of shares of the Corporation outstanding and entitled to vote on
an  Amendment to the Articles of Incorporation is 1,000; that said change(s) and
amendment  have  been  consented  to  and  approved  by  a  majority vote of the
stockholders  holding  it  least  a  majority of each class of stock outstanding
entitled  to  vote  thereon.


     s/Anthony  Romano
     --------------------
Anthony  Romano,  Chairman



     s/Michel  Shane
     --------------------
Michel  Shane,  President/Secretary

                                       32
<PAGE>
                                                               FILED # C22472-00
                                                                       ---------
                                                                    SEP 15, 2000
                                                                IN THE OFFICE OF
                                                                   S/Dean Heller
                                                              Secretary of State


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                            (After Issuance Of Stock)

                         TRUE FICTION, INC.#C 22472-2000
                         -------------------------------
                               Name of Corporation

The  undersigned:                                          Anthony  Romanoand
                 ---------------------------------------------------------
                               Chairman

     Michel  Shane     of                                    True  Fiction, Inc.
--------------------------------------------------------------------------------
President/Secretary                                         Name  of Corporation

     Do  hereby  certify:  That  the Board of Directors of said Corporation at a
meeting  duly convened, held on THE __25TH_____ DAY OF SEPTEMBER 2000, adopted a
resolution  to  amend  the  original  articles  as  follows:

     Article  3  is  hereby  amended  to  read  as  follows  :

     THIRD:.  The  amount  of  the  total  authorized  capital  stock  of  this
     -----
Corporation  is 10,000,000 shares of Common Stock with Par Value of $0.001 each.
     -----
Each  share  shall have one (1) vote. Such stock may be issued from time to time
without  action  by the shareholders for such consideration as may be fixed from
time  to  time  by  the  Board  of  Directors,  and  shares  so issued, the full
consideration  for  which  has  been paid or delivered, shall be deemed the full
paid-up stock, and the holder of such shares shall not be liable for any further
payment  thereof. Said stock shall not be subject to assessment to pay the debts
of  the  corporation,  and  no  paid up-stock and no stock issued as fully paid,
shall  ever  be  assessed  or  assessable  by  the  corporation.

     The number of shares of the Corporation outstanding and entitled to vote on
an  Amendment to the Articles of Incorporation is 1,000; that said change(s) and
amendment  have  been  consented  to  and  approved  by  a  majority vote of the
stockholders  holding  it  least  a  majority of each class of stock outstanding
entitled  to  vote  thereon.


     s/Anthony  Romano
     -----------------------
Anthony  Romano,  Chairman



     s/Michel  Shane
     -----------------------
Michel  Shane,  President/Secretary

                                       33
<PAGE>
         Filed
   AUG  21  2000
     C22472-00
IN  THE  OFFICE  OF
    S/Dean  Heller
Secretary  of  State
                            ARTICLES OF INCORPORATION

                                       OF

                       MAGELLAN FILMED ENTERTAINMENT, INC.



          I,  the  person  hereinafter named as incorporator, for the purpose of
associating  to establish a corporation, under the provisions and subject to the
requirements  of  Title  7,  Chapter 78 of Nevada Revised statutes, and the acts
amendatory  thereof,  and  hereinafter  sometimes  referred  to  as  the General
Corporation  Law  of the State of Nevada, do hereby adopt and make the following
Articles  of  Incorporation:

          FIRST:  The  name  of  the  corporation  (hereinafter  called  the
          -----
corporation)  is:
          -

          Magellan  Filmed  Entertainment,  Inc.

          SECOND:  The  name of the corporation's resident agent in the State of
          ------
Nevada  is  CSC  Services  of  Nevada,  Inc., and the street address of the said
resident  agent  where process may be served on the corporation is 502 East John
Street,  Carson  City  89706.  The mailing address and the street address of the
said  resident  agent  are  identical.

          THIRD:  The number of shares the corporation is authorized to issue is
          -----
one  thousand  (1,000), all of which are without nominal or par value.  All such
shares  are  of  one  class  and  are  designated  as  Common  stock

          FOURTH:  The  governing  board of the corporation shall be styled as a
          ------
"Board  of  Directors",  and  any  member  of  said  Board  shall be styled as a
:Director."

          The number of members constituting the first Board of Directors of the
corporation  is  two;  and  the  name and the post office box or street address,
either  residence  or  business,  of  each  of  said  members  is  as  follows

          NAME                         ADDRESS
          ----                         -------
          Anthony  Romano              2893  Sea  Ride  Drive
                                       Malibu,  CA  90265

          Michel  Shane                2893  Sea  Ride  Drive
                                       Malibu,  CA  90265

          The  number  of  directors  of  the  corporation  may  be increased or
decreased  in  the  manner  provided in the Bylaws of the corporation; provided,
that  the  number  of  directors  shall  never be less than one.  In the interim
between  elections of directors by stockholders entitled to vote, all vacancies,
including  vacancies  caused  by  an  increase  in  the  number of directors and
including  vacancies resulting from the removal of directors by the stockholders
entitled to vote which are not filled by said stockholders, may be filled by the
remaining  directors  though  less  than  a  quorum.

                                       34
<PAGE>

          FIFTH  The  name  and  post  officer  box  or  street  address, either
          -----
residence  or  business,  of  the  incorporator  signing  these  Articles  of
Incorporation  are  as  follows:

          NAME:                               ADDRESS:
          ----                                -------
          Benjamin  R.  Reder,  Esq.          Cohen  &  Reder,  LLP
                                              8225  Santa  Monica  Boulevard
                                              Los  Angeles,  California  90046

          SIXTH:  The  corporation  shall  have  perpetual  existence.
          -----

          SEVENTH: The personal liability of the directors of the corporation is
          -------
hereby eliminated to the fullest extent permitted by the General Corporation Law
of  the  State  of  Nevada,  as  the  same  may  be  amended  and  supplemented.

          EIGHTH:  The corporation shall, to the fullest extent permitted by the
          ------
General  Corporation  Law of the State of Nevada, as the same may be amended and
supplemented,  indemnify  any  and  all  persons  whom  it  shall  have power to
indemnify under said Law from and against any and all the expenses, liabilities,
or  other matters referred to in or covered by said Law, and the indemnification
provided  for  herein shall not be deemed exclusive of any other rights to which
an  indemnified  person  may  be  entitled  under  any Bylaw, agreement, vote of
stockholders  or disinterested directors or otherwise, both as to action by such
indemnified person in his official capacity and as to action in another capacity
while  holding  such office, and shall continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs,  executors,  and  administrators  of  such  a  person.

          NINTH:  The  nature of the business of the corporation and the objects
          -----
or the purposes to be transacted, promoted, or carried on by it are to engage in
any lawful activity and in general to do any and all things and exercise any and
all  powers,  rights, and privileges which a corporation may now or hereafter be
organized to do or to exercise under the General Corporation Law of the State of
Nevada or under any act amendatory thereof, supplemental thereto, or substituted
therefor.

          TENTH:  The corporation reserves the right to amend, alter, change, or
          -----
repeal  any provision contained in these Articles of Incorporation in the manner
now  or  thereafter  prescribed  by  provision  contained  in  these Articles of
Incorporation  in  the  manner  now or thereafter prescribed by statute, and all
rights  conferred  upon  stockholders  herein  are  granted  subject  to  this
reservation.


IN  WITNESS  WHEREOF,  I  do  hereby  execute these Articles of Incorporation on
August  17,  2000.



     _/s/Benjamin  R.  Reder
      -------------------------
          Benjamin  R.  Reder

                                       35
<PAGE>