CERTIFICATE
OF AMENDMENT


TO
THE


CERTIFICATE
OF INCORPORATION


OF


AUDIOSTOCKS,
INC.


A
Delaware Corporation





Pursuant
to Section 242 of the Delaware General Corporation Law, on March 19, 2009, the
Board of Directors of AudioStocks, Inc., a Delaware corporation (the “Corporation”),
approved the following Certificate of Amendment to the Corporation’s Certificate
of Incorporation.  Shareholder action was not required.





ARTICLE
6





CAPITAL
STOCK





6.1           Authorized Capital
Stock.  The aggregate number of shares which this Corporation
shall have authority to issue is one hundred million (100,000,000) shares,
consisting of (a) ninety-five million (95,000,000) shares of common stock, par
value $0.001 per share (the “Common Stock”) and
(b) five million (5,000,000) shares of preferred stock, par value $0.001 per
share (the “Preferred
Stock”), issuable in one or more series as hereinafter provided. A
description of the classes of shares and a statement of the number of shares in
each class and the relative rights, voting power, and preferences granted to,
and restrictions imposed upon, the shares of each class are as
follows:





6.2           Common Stock. Each
share of Common Stock shall have, for all purposes one (1) vote per
share.





Subject
to the preferences applicable to Preferred Stock outstanding at any time, the
holders of shares of Common Stock shall be entitled to receive such dividends
and other distributions in cash, property or shares of stock of the Corporation
as may be declared thereon by the Board of Directors from time to time out of
assets or funds of the Corporation legally available therefore. The holders of
Common Stock issued and outstanding have and possess the right to receive notice
of shareholder’s meetings and to vote upon the election of directors or upon any
other matter as to which approval of the outstanding shares of Common Stock or
approval of the common shareholders is required or requested.





6.3           Preferred Stock.
Shares of Preferred Stock may be issued in series from time to time by the Board
of Directors, and the Board of Directors, pursuant to the Corporation’s Articles
of Incorporation and Bylaws, is expressly authorized to fix by resolution or
resolutions the designations and the voting powers, preferences, rights and
qualifications, limitations or restrictions thereof, of the shares of each
series of Preferred Stock. The voting powers, designations, preferences, and
relative, participating, optional, or other rights, if any, and the
qualifications, limitations, or restrictions, if any, of the preferred stock, in
one or more series, shall be as follows:





6.3.1           Rights, Preferences,
Privileges and Restrictions of Series A Preferred Stock.The Series A Preferred
Stock (“Series A
Preferred Stock”) of the Corporation is authorized by its Certificate of
Incorporation.  The rights, preferences, privileges, and restrictions
granted to and imposed upon the Series A Preferred Stock, which shall consist of
four million (4,000,000) shares are set forth herein.  Subject to
compliance with applicable protective voting rights which have been or may be
granted to any other preferred stock, or series thereof in the Certificate of
Incorporation (“Protective Provisions”), but notwithstanding any other rights of
any other preferred stock or any series thereof, the rights, preferences,
privileges and restrictions of any such additional series may be subordinated
to, pari passu with (including, without limitation, inclusion in provisions with
respect to dividend, liquidation and acquisition preferences, redemption and/or
approval of matters by vote or written consent), or senior to any of those of
any present or future class or series of Preferred Stock or Common
Stock.  Subject to compliance with applicable Protective Provisions,
the Board of Directors is also authorized to increase or decrease the number of
shares of any series, prior or subsequent to the issue of that series, but not
below the number of shares of such series then outstanding.  In case
the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.





A.           Dividend Rate and
Rights.  Although no such express dividend rate shall be
applicable to the holders of the Series A Preferred Stock, the same holders of
the Series A Preferred Stock may be entitled to receive dividends or other
distributions with the holders of the Common Stock on an as converted basis
when, as, and if declared by the Directors of the Corporation.





B.           Conversion into Common
Stock.





1           Right to
Convert.  Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof and subject to notice
requirements described herein, at any time after July1, 2007, into one (1) share
of Common Stock.





2.           Notice of
Conversion.  Each Series A Preferred Stock stockholder who
desires to convert into the Corporation’s Common Stock must provide a five (5)
day written notice to the Corporation of its intent to convert one or more
shares of Series A Preferred Stock into Common Stock.  The Corporation
may, in its sole discretion, waive the written notice requirement and allow the
immediate exercise of the right to convert.





3.           Mechanics of
Conversion.  No fractional shares of Common Stock shall be
issued upon conversion of Series A Preferred Stock and the number of shares of
Common Stock to be issued shall be determined by rounding to the nearest whole
share (a half share being treated as a full share for this
purpose).  Such conversion shall be determined on the basis of the
total number of shares of Series A Preferred Stock the holder is at the time
converting into Common Stock and such rounding shall apply to the number of
shares of Common Stock issuable upon aggregate conversion.  Before any
holder shall be entitled to convert, he shall surrender the certificate or
certificates representing Series A Preferred Stock to be converted, duly
endorsed with a medallion stamp guarantee, at the office of the Corporation or
its transfer agent, and shall given written notice to the Corporation at such
office that he elects to convert the same.  The Corporation shall, as
soon as practicable thereafter, issue a certificate or certificates for the
number of shares of Common Stock to which the holder shall be
entitled.  The Corporation shall, as soon as practicable after
delivery of such certificates, or such agreement and indemnification in the case
of a lost, stolen or destroyed certificate, issue and deliver to such holder of
Series A Preferred Stock a certificate or certificates for the number of shares
of Common Stock to which such holder is entitled as aforesaid and a check
payable to the holder in the amount of any cash amounts payable as the result of
a conversion into fractional shares of Common Stock.  Such conversion
shall be deemed to have been made immediately prior to the close of business on
the date of such surrender of the shares of Series A Preferred Stock to be
converted.





4.           Adjustments to Conversion
Price - Merger or Reorganization.   In case of any
consolidation or merger of the Corporation as a result of which holders of
Common Stock become entitled to receive other stock or securities or property,
or in case of any conveyance of all or substantially all of the assets of the
Corporation to another corporation, the Corporation shall mail to each holder of
Series A Preferred Stock at least thirty (30) days prior to the consummation of
such event a notice thereof, and each such holder shall have the option to
either (i) convert such holder’s shares of Series A Preferred Stock into shares
of Common Stock pursuant to this Section 2 and thereafter receive the number of
shares of stock or other securities or property to which a holder of the number
of shares of Common Stock of the Corporation deliverable upon conversion of such
Series A Preferred Stock would have been entitled upon such consolidation,
merger or conveyance, or (ii) exercise such holder’s rights pursuant to Section
3 hereof.





5.           No
Impairment.  The Corporation will not, by amendment of its
Certificate of Incorporation, or through any reorganization transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation, but will at
all times in good faith assist in the carrying out of all the provisions of this
Section 2 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series A Preferred Stock against impairment.





6.           Certificate as to
Adjustments.  Upon the occurrence of each adjustment or
readjustment of the conversion of the Series A Preferred Stock pursuant to this
Section 2, the Corporation at its expense shall promptly compute such adjustment
or readjustment in accordance with the terms hereof and furnish to each holder
of Series A Preferred Stock a certificate setting forth such adjustment or
readjustment and the calculation on which such adjustment or readjustment is
based.  The Corporation shall, upon the written request at any time of
any holder of Series A Preferred Stock, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such adjustments and readjustments,
and (ii) the number of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the conversion of the Series A
Preferred Stock.





7.           Notices of Record
Date.  In the event of any taking by the Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous quarter) or other
distribution, the Corporation shall mail to each holder of Series A Preferred
Stock at least ten (10) days prior to the date specified herein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend or distribution.





8.           Common Stock
Reserved.  The Corporation shall take such action as is
necessary to amend the Certificate of Incorporation to authorize such number of
shares of Common Stock as shall from time to time be sufficient to effect (a)
conversion of the Series A Preferred Stock, and (b) issuance of Common Stock
pursuant to any outstanding option, warrant, or other rights to acquire Common
Stock.





C.           Liquidation
Preference.





1.           In
the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary (a “Liquidation”), the
assets of the Corporation available for distribution to its stockholders shall
be distributed as follows:





a.           The
holders of the Series A Preferred Stock shall be entitled to receive, prior to
the holders of the other series of Preferred Stock and prior and in preference
to any distribution of the assets or surplus funds of the Corporation to the
holders of any other shares of stock of the corporation by reason of their
ownership of such stock, an amount equal to $0.001 per share with respect to
each share of Series A Preferred Stock, plus all declared but unpaid dividends
with respect to such share.


b.           If
upon occurrence of a Liquidation the assets and funds thus distributed among the
holders of the Series A Preferred Stock shall be insufficient to permit the
payment to such holders of the full preferential amount, then the entire assets
and funds of the Corporation legally available for distribution shall be
distributed among the holders of the Series A Preferred Stock ratably in
proportion to the full amounts to which they would otherwise be respectively
entitled.


c.           After
payment of the full amounts to the holders of Series A Preferred Stock as set
forth above in paragraph (1), any remaining assets of the Corporation shall be
distributed pro rata to the holders of any other Preferred Stock and then Common
Stock (in the case of the Preferred Stock, on an “as converted” basis into
Common Stock).





2.           For
purposes of this Section C, and unless a majority of the holders of the Series A
Preferred Stock affirmatively vote or agree by written consent to the contrary,
a Liquidation shall be deemed to include (i) the acquisition of the Corporation
by another entity by means of any transaction or series of related transactions
(including, without limitation, any reorganization, merger or consolidation) and
(ii) a sale of all or substantially all of the assets of the Corporation, unless
the Corporation’s stockholders of record as constituted immediately prior to
such acquisition or sale will, immediately after such acquisition or sale (by
virtue of securities issued as consideration for the Corporation’s acquisition
or sale or otherwise) hold at least fifty percent (50%) of the voting power of
the surviving or acquiring entity.





3.           If
any of the assets of the Corporation are to be distributed other than in cash
under this Section C, then the Board of Directors of the Corporation shall
promptly engage independent competent appraisers to determine the value of the
assets to be distributed to the holders of Preferred Stock or Common Stock. The
Corporation shall, upon receipt of such appraiser’s valuation, give prompt
written notice to each holder of shares of Preferred Stock or Common Stock of
the appraiser’s valuation.





D.           Voting
Rights.  Except as otherwise required by law, the holders of
Series A Preferred Stock shall be entitled to notice of any stockholders’
meeting and to vote as a single class upon any matter submitted to the
stockholders for a vote as follows: the holders of Series A Preferred Stock
shall have such number of votes as is determined by multiplying (a) the number
of shares of Series A Preferred Stock held by such holder, (b) the number of
issued and outstanding shares of the Corporation’s Series A Preferred Stock and
Common Stock (collectively, the “Common Stock”) on a
Fully-Diluted Basis (as hereinafter defined), as of the record date for the
vote, or, if no such record date is established, as of the date such vote is
taken or any written consent of stockholders is solicited, and (c)
0.0000002.  “Fully-Diluted Basis”
shall mean that the total number of issued and outstanding shares of the
Corporation’s Common Stock shall be calculated to include (a) the shares of
Common Stock issuable upon exercise and/or conversion of all of the following
securities (collectively, “Common Stock
Equivalents”): all outstanding (x) securities convertible into or
exchangeable for Common Stock, whether or not then convertible or exchangeable
(collectively, “Convertible
Securities”), (y) subscriptions, rights, options and warrants to purchase
shares of Common Stock, whether or not then exercisable (collectively, “Options”), and (z)
securities convertible into or exchangeable or exercisable for Options or
Convertible Securities and any such underlying Options and/or Convertible
Securities.





E.           Covenants.





1.           In
addition to any other rights provided by law, the Corporation shall not, without
first obtaining the affirmative vote or written consent of the holders of a
majority of the outstanding shares of Series A Preferred Stock, do any of the
following:





a.           take
any action which would either alter, change or affect the rights, preferences,
privileges or restrictions of the Series A Preferred Stock or increase the
number of shares of such Series A Preferred Stock authorized hereby or designate
any other series of Preferred Stock;





b.           increase
the size of any equity incentive plan(s) or arrangements;





c.           make
fundamental changes to the business of the Corporation;





d.           make
any changes to the terms of the Series A Preferred Stock or to the Corporation’s
Certificate of Incorporation or Bylaws, including by designation of any
stock;





e.           create
any new class of shares having preferences over or being on a parity with the
Series A Preferred Stock as to dividends or assets, unless the purpose of
creation of such class is, and the proceeds to be derived from the sale and
issuance thereof are to be used for, the retirement of all Series A Preferred
Stock then outstanding;





f.           make
any change in the size or number of authorized directors;





g.           repurchase
any of the Corporation’s Common Stock;





h.           sell,
convey or otherwise dispose of, or create or incur any mortgage, lien, charge or
encumbrance on or security interest in or pledge of, or sell and leaseback, all
or substantially all of the property or business of the Corporation or more than
50% of the stock of the Corporation in a single transaction;





i.           make
any payment of dividends or other distributions or any redemption or repurchase
of stock or options or warrants to purchase stock of the Corporation;
or





j.           make
any sale of additional Preferred Stock.





F.           Re-issuance.  No
share or shares of Series A Preferred Stock acquired by the Corporation by
reason of conversion or otherwise shall be reissued as Series A Preferred Stock,
and all such shares thereafter shall be returned to the Corporation’s treasury
under the status of undesignated and un-issued shares of Preferred Stock of the
Corporation.





G.           Notices. Unless
otherwise specified in the Corporation’s Certificate of Incorporation or Bylaws,
all notices or communications given hereunder shall be in writing and, if to the
Corporation, shall be delivered to it as its principal executive offices, and if
to any holder of Series A Preferred Stock, shall be delivered to it at its
address as it appears on the stock books of the Corporation.





6.3.2           All Rights, Preferences,
Privileges and Restrictions of Series B Preferred Stock Have Been Cancelled
Pursuant to Subsection E Entitled “Re-Issuances” of the Most Proximate Amendment
of the Articles.





6.3.3           Rights, Preferences,
Privileges and Restrictions of Series C Preferred
Stock.   The Series C Preferred Stock (“Series C Preferred
Stock”) of the Corporation is authorized by its Certificate of
Incorporation.  The rights, preferences, privileges, and restrictions
granted to and imposed upon the Series C Preferred Stock, which shall consist of
one hundred and fifty (150) shares, are set forth herein.  Subject to
compliance with the Protective Provisions, but notwithstanding any other rights
of any other preferred stock or any series thereof, the rights, preferences,
privileges and restrictions of any such additional series may be subordinated
to, pari passu with (including, without limitation, inclusion in provisions with
respect to dividend, liquidation and acquisition preferences, redemption and/or
approval of matters by vote or written consent), or senior to any of those of
any present or future class or series of Preferred Stock or Common
Stock.  Subject to compliance with applicable Protective Provisions,
the Board of Directors is also authorized to increase or decrease the number of
shares of any series, prior or subsequent to the issue of that series, but not
below the number of shares of such series then outstanding.  In case
the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.





A.           Dividend Rate and
Rights.





1.           The
holders of the Series C Preferred Stock shall be entitled to receive a cash
dividend, which may accrue and be paid, only upon the consent of not less than
two thirds of the holder of the Series C Preferred, of fifteen percent (15.0%)
of the Corporation’s gross revenues (the “Gross Revenue
Dividend”).





2.           The
Gross Revenue Dividend shall be determined by a specially designated committee
of the Board of Directors (the “Dividend Committee”),
which shall not consist of any holder of the Series C Preferred Stock. The
Dividend Committee may declare a Gross Revenue Dividend at anytime, however, the
Corporation shall provide notice to the holders of Series C Preferred Stock of
the declaration, if any, within five (5) business days of the close of every
calendar quarter.





3.           The
Gross Revenue Dividend shall be payable to the holders of the Series C Preferred
Stock in cash; however, the holders of not less than two thirds of the Series C
Preferred may elect to accept stock, or other marketable securities as payment
of a Gross Revenue Dividend. The value of any stock or marketable securities
payable to the holders of the Series C Preferred Shares shall be determined by
the closing trading price, as quoted by Bloomberg, L.P., of the stock or
marketable securities offered as payment of the Gross Revenue Dividend, on the
date the Gross Revenue Dividend is declared by the Board of
Directors.





4.           The
Gross Revenue Dividend shall be payable to the holders of the Series C Preferred
Stock on a pro-rata basis. The share of the Gross Revenue Dividend due to each
holder of Series C Preferred Stock shall be determined by multiplying (i) the
total cash value of the Gross Revenue Dividend, and (ii) the number of shares of
Series C Preferred Stock held by each holder divided by the total number of
shares of issued and outstanding Series C Preferred Stock.





B.           Liquidation
Preference.





1.           In
the event of any Liquidation, the assets of the Corporation available for
distribution to its stockholders shall be distributed as follows:





a.           The
holders of the Series C Preferred Stock shall be entitled to receive,
subordinate to the rights of the holders of Series A Preferred Stock, and senior
to the holders of any other series of Preferred Stock and prior and in
preference to any distribution of the assets or surplus funds of the Corporation
to the holders of any other shares of Common Stock or any other stock of the
corporation by reason of their ownership of such stock, an amount equal to
$100,000.00 per share with respect to each share of Series C Preferred Stock,
plus all declared but unpaid dividends with respect to such share.





b.           If
upon occurrence of a Liquidation the assets and funds thus distributed among the
holders of the Series C Preferred Stock shall be insufficient to permit the
payment to such holders of the full preferential amount, then the entire assets
and funds of the Corporation legally available for distribution shall be
distributed among the holders of the Series C Preferred Stock ratably in
proportion to the full amounts to which they would otherwise be respectively
entitled.





c.           After
payment of the full amounts to the holders of Series C Preferred Stock as set
forth above in paragraph (1), any remaining assets of the Corporation shall be
distributed pro rata to the holders of any other Preferred Stock and Common
Stock (in the case of the Preferred Stock, on an “as converted” basis into
Common Stock).





2.           For
purposes of this Section B, and unless a majority of the holders of the Series C
Preferred Stock affirmatively vote or agree by written consent to the contrary,
a Liquidation shall be deemed to include (i) the acquisition of the Corporation
by another entity by means of any transaction or series of related transactions
(including, without limitation, any reorganization, merger or consolidation) and
(ii) a sale of all or substantially all of the assets of the Corporation, unless
the Corporation’s stockholders of record as constituted immediately prior to
such acquisition or sale will, immediately after such acquisition or sale (by
virtue of securities issued as consideration for the Corporation’s acquisition
or sale or otherwise) hold at least fifty percent (50%) of the voting power of
the surviving or acquiring entity.





3.           If
any of the assets of the Corporation are to be distributed other than in cash
under this Section B, then the Board of Directors of the Corporation shall
promptly engage independent competent appraisers to determine the value of the
assets to be distributed to the holders of Preferred Stock or Common Stock. The
Corporation shall, upon receipt of such appraiser’s valuation, give prompt
written notice to each holder of shares of Preferred Stock or Common Stock of
the appraiser’s valuation.





C.           Voting
Rights.  Except as otherwise required by law, the holders of
Series C Preferred Stock shall have no voting rights.





D.           Covenants. In
addition to any other rights provided by law, the Corporation shall not, without
first obtaining the affirmative vote or written consent of the holders of a
majority of the outstanding shares of Series C Preferred Stock, take any action
which would either alter, change or affect the rights, preferences, privileges
or restrictions of the Series C Preferred Stock or increase the number of shares
of such Series C Preferred Stock authorized hereby or designate any other series
of Preferred Stock;





E.           Reissuance.  No
share or shares of Series C Preferred Stock acquired by the Corporation by
reason of conversion or otherwise shall be reissued as Series C Preferred Stock,
and all such shares thereafter shall be returned to the status of undesignated
and un-issued shares of Preferred Stock of the Corporation.





F.           Notices.  Unless
otherwise specified in the Corporation’s Certificate of Incorporation or Bylaws,
all notices or communications given hereunder shall be in writing and, if to the
Corporation, shall be delivered to it as its principal executive offices, and if
to any holder of Series C Preferred Stock, shall be delivered to it at its
address as it appears on the stock books of the Corporation.





IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to
the Certificate of Incorporation on March 19, 2009.





/s/ Luis J. Leung


_____________________________________________


Luis J.
Leung


President