State  of  Indiana
Office  of  the  Secretary  of  State

ARTICLES  OF  AMMENDMENT
of
MAS  ACQUISITION  XIX  CORP.

I,  SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles
of Amendment of the above For-Profit Domestic Corporation have been presented to
me  at  my  office,  accompanied by the fees prescribed by the provisions of the
Indiana  Business  Corporation  Law.

NOW  THEREFORE,  with  this document I certify that said transaction will become
effective  Friday,  March  24,  2000.

In  Witness  Whereof, I have caused to b be affixed my signature and the seal of
the  State  of  Indiana,  at  the  City  of  Indianapolis,  March  24,  2000.

SUE  ANNE  GILROY,
SECRETARY  OF  STATE

[Signature]

[Seal]
Seal  of  the  State  of  Indiana,  1816

1997919449  /  2000032722909


<PAGE>
[Seal]
Seal  of  the  State  of  Indiana,  1816
State  Form  38333(R8  /  12-96)
Approved  by  State  Board  of  Accounts  1995

SUE  ANN  GILROY
SECRETARY  OF  STATE
CORPORATIONS  DIVISION
302  W.  Washington  St.,  Rm.  EO18
Indianapolis,  IN  46204
Telephone:  (317)  232-6576

Indiana  Code  23-1-38-1  et  seq.
Filing  Fee:  $30.00

ARTICLES  OF  AMENDMENT  OF  THE
ARTICLES  OF  INCORPORATION  OF:

Name  of  Corporation:
MAS  Acquisition  XIX  Corp.

Date  of  Incorporation:
October  7,  1996

The undersigned officers of the above referenced Corporation (hereby referred to
as  the  "Corporation")  existing  pursuant  to  the  provisions  of  :

 X   Indiana  Business  Corporation  Law
---

     Indiana  Professional  Corporation  Act  of  1983
---

as  amended  (hereinafter  referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain provisions of its Articles of
Incorporation,  certify  the  following  facts:

ARTICLE  I  Amendment(s)

The  exact  text  of  Article(s):   Article III - Authorized Shares   --- of the
                                    -------------------------------
Articles

(Note: If amending the name of corporation, write Article "I" in space above and
write  "The  name  of  the  Corporation  is              "  below.)
                                             ------------

"The  aggregate  amount  of  the  total authorized capital stock the corporation
shall  have  the  authority  to  issue  is Eighty Million (80,000,000) shares of
Common  Stock,  par  value  $0.001;  and  Twenty  Million (20,000,000) shares of
Preferred  Stock,  par  value $0.001. The outstanding shares of Common Stock are
subject  to  a  8,250  for  1  reverse  stock  split.  The  capital stock of the
Corporation,  after the amount of the subscription price has been paid in money,
property, or services, as the Directors shall determine, shall not be subject to
assessment  to  pay the debts of the Corporation, nor for any other purpose, and
no  stock  issued  as  fully  paid shall ever be assessable or assessed, and the
Articles  of  Incorporation  shall  not  be  amended  in  this  particular."

[Filing  Stamp]

Received
Corporations  Div.
00  March  24  PM  4:23
SUE  ANN  GILROY


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ARTICLE  II

Date  of  each  amendment  adoption:
March  3,  2000

ARTICLE  III  Manner  of  Adoption  and  Vote

Mark  applicable  section:  NOTE  -  Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a name change requires
shareholder  approval,  Section  2  must  be marked and either A or B completed.

 X   SECTION 1:  This  Amendment  was  adopted  by  the  Board  of  Directors or
---
incorporators  and  shareholder  action  was  not  required.

     SECTION 2:  The shareholders of the Corporation entitled to vote in respect
---
to  the  amendment adopted the proposed amendment. The amendment was adopted by:
(Shareholder  approval  must  be  either  A  or  B)

A.     Vote  of  such  shareholders  during  a  meeting  called  by the Board of
       Directors.  The  result  of  such  vote  is  as  follows:
       ____  Shares  entitled  to  vote.
       ____  Number  of  shares  represented  at  the  meeting
       ____  Shares  voted  in  favor.
       ____  Shares  voted  against.

B.     Unanimous written consent executed on _____________, 19____ and signed by
       all  shareholders  entitled  to  vote.
C.
D.     ARTICLE  IV  Compliance  with  Legal  Requirements
E.
F.     The  manner of the adoption of the Articles of Amendment and the vote by
       which  they  were  adopted  constitute  full  legal  compliance with the
       provisions of the Act, the  Articles  of  Incorporation, and the By-Laws
       of the Corporation.

I  hereby  verify,  subject  to  the  penalties  of perjury, that the statements
contained  herein  are  true,  this  3rd  day  of  March,  2000.

Signature  of  current  officer  or  chairman  of  the  board
[signature]

Printed  name  of  officer  of  chairman  of  the  board
Aaron  Tsai

Signature's  title:

President  and  Sole  Director


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