Exhibit 3.1
                                                                     -----------


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

     Obsidian Enterprises,  Inc., a corporation organized and existing under and
by virtue of the General  Corporation Law of the State of Delaware,  DOES HEREBY
CERTIFY:

     FIRST: That at a meeting of the Board of Directors of Obsidian Enterprises,
Inc.  resolutions  were duly adopted  setting forth a proposed  amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and  directing  that said  amendment be considered at the next annual
meeting of the stockholders of said  corporation.  The resolution  setting forth
the proposed amendment is as follows:

          RESOLVED, that the Certificate of Incorporation of this corporation be
     amended by changing the Fourth  Article  thereof so that, as amended,  said
     Article shall be and read as follows:

               "Fourth. The aggregate number of shares of capital stock that the
          Corporation will have authority to issue is 15,000,000,  10,000,000 of
          which will be shares of common stock, having a par value of $.0001 per
          share,  and  5,000,000  of which  will be shares of  preferred  stock,
          having a par value of $.001 per share.

               Upon  this   Certificate  of  Amendment  to  the  Certificate  of
          Incorporation of the Corporation  becoming  effective  pursuant to the
          General  Corporation  Law of the  State of  Delaware  (the  "Effective
          Time"),  every 50 shares of the Corporation's  common stock, par value
          $.0001  per share (the "Old  Common  Stock"),  issued and  outstanding
          immediately  prior  to  the  Effective  Time,  will  be  automatically
          reclassified  as and  converted  into one share of common  stock,  par
          value $.0001 per share, of the Corporation (the "New Common Stock").

               No  fractional  shares of New Common Stock shall be issued to the
          holders of record of Old Common Stock in connection with the foregoing
          reclassification  of shares of Old Common Stock. In lieu thereof,  all
          shares of common stock so split that are held by a stockholder will be
          aggregated  subsequent to the reverse stock split.  A certificate  for
          the number of whole  shares after the  aggregation  shall be issued to
          the  stockholder.  In lieu of any  interest in a  fractional  share of
          common  stock  after  the  aggregation  to which a  stockholder  would
          otherwise  be  entitled as a result of the reverse  stock  split,  the
          Corporation  shall pay to the holder a cash amount,  without interest,
          determined by multiplying  (i) the fractional  share interest to which
          the holder  would  otherwise  be entitled by (ii) the average  closing
          sale price of shares of common stock (on a  post-split  basis) for the
          20 trading days immediately prior to the Effective Time or, if no sale
          takes place on those days,  the average of the closing  highest  asked
          and lowest bid prices for those days (on a post-split  basis), in each
          case as reported  by the OTC  Bulletin  Board.  All  certificates  for
          outstanding   shares  of  common   stock  shall  be  returned  to  the
          Corporation for reissuance and, until certificates for the outstanding
          shares of common stock have been reissued,  the stockholder  shall not
          be entitled to payment of any dividends declared on the shares.

               Preferred  stock may be  issued  in one or more  series as may be
          determined from time to time by the Board of Directors.  All shares of
          any one series of preferred  stock will be identical  except as to the
          dates of issue and the dates  from  which  dividends  on shares of the
          series  issued  on  different  dates  will  cumulate,  if  cumulative.
          Authority  is hereby  expressly  granted to the Board of  Directors to
          authorize the issuance of one or more series of preferred  stock,  and
          to fix by  resolution or  resolutions  providing for the issue of each
          such  series  the  voting  powers,   designations,   preferences,  and
          relative, participating, optional, redemption, conversion, exchange or
          other special rights,  qualifications,  limitations or restrictions of
          such  series,  and the  number of shares in each  series,  to the full
          extent now or hereafter permitted by law."
<PAGE>



     SECOND: That thereafter,  pursuant to resolution of its Board of Directors,
an annual meeting of the  stockholders  of said  corporation was duly called and
held upon notice in accordance  with Section 222 of the General  Corporation Law
of the State of Delaware,  at which  meeting the  necessary  number of shares as
required by statute were voted in favor of the amendment.

     THIRD:  That  the  amendment  was  duly  adopted  in  accordance  with  the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     FOURTH:   That  this   Certificate  of  Amendment  of  the  Certificate  of
Incorporation shall be effective on February 16, 2004.

     IN WITNESS  WHEREOF,  said  Obsidian  Enterprises,  Inc.  has  caused  this
certificate  to be signed by Timothy S. Durham,  its Chairman,  this 13th day of
February, 2004.



                                        OBSIDIAN ENTERPRISES, INC.

                                        By: /s/ Timothy S. Durham
                                            ------------------------------------
                                            Timothy S. Durham
                                            Chairman and Chief Executive Officer