Exhibit 3.2

 

Delaware The First State Page 1 2710797 8100 SR# 20260327115 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 202933656 Date: 01 - 28 - 26 I, CHARUNI PATIBANDA - SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FUN COSMETICS, INC.”, CHANGING ITS NAME FROM "FUN COSMETICS, INC." TO "GRAND CANAL ENTERTAINMENT, INC.", FILED IN THIS OFFICE ON THE TWENTY - NINTH DAY OF AUGUST, A.D. 2005, AT 11:13 O`CLOCK A.M.

 

Randy Drew From: Filings To: 08/29/05 Date: DE Secretary of State At: I Pages: (Including Coversheet) (302)739 - 3812 Fax: Cc: Fun Cosmetics, Inc. File Number: 2710797 Re: To: DE SOS Page 2 of 4 2005 - 08 - Z9 15:13:51 (GMT) 2919 Grand Canal U'enice, CA 90291 (310) 402 - 76T6 [310) 861 - 8942 I'ax Randy Drew From: Lenka Danoff Attached are the Amended Articles of Incorporation for Fun Cosmetics, Inc. — File Number 2710797. Please apply credits from the Franchise Tax Account for all filing fees. If you need any additional information, please contact me anytime at (310) 402 - 7676. Sincerely, EXPEDITE DAY

 

Df.i NOT WRITE IN THI S SPAC“E S U BMITTE R’S INFf.iRMAT ION Randy Drew «.» 2919 Grand Canal „, t„„ . m„, Venice, CA 90291 Attention. Randy Drew i.›, , 310 - 402 - 7676 ›„ 310 - 061 - 0942 DOC“U MENT FIL ING REQ UEST IN FO R MAT ION haJ e of 'o J \ pa \ › E.» , Fun Cosmetics, Inc. r,m„„„,t„ 2710797 „„„„, „,„„,t„ l \ ]›e ol hoc na... m Certificate of Amendment of Articles of Incorporation Fed - x OTH ER D0C“L1MENT FILING IN FO RMA TION Total $ encl osed C“0MM ENTS/ FILINCi INSTR£IC“TION S Card Type C li1'? l1l’l CA li11 IN1 O I‹MA I’I ON 1. SAME DAY EXPEDITE 2. RETURN VIA FEDEX 3. ALL FILING FEES FROM TAX ACCOUNT IN?’I’It Li6"I’IONS I . Each re‹Juest must be silbu itte‹l us a separale ileu", » itl i its own Oil ing hheet as th e FI NhT PAti c. To: DE SOS Page 3 of 4 Priority 1 (One hrs 2005 - 08 - Z9 15:13:51 (GMT) Randy Drew From: Lenka Danoff State of Delaware - Division of Corporations DOCUMENT FILING SHEET - Fax# 302/739 - 3812 Fr›zity 2 (Two Hr.) Friorit/ 3 (Same Day) (24 HQtir) (nag. Work)

 

To: DE SOS Pape 4 of 4 2005 - 08 - Z9 15:13:51 (G MT) STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Fun Cosmetics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law (the “GCL”) of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendments to be advisable and calling a meeting of the stockholders of said Corporation for consideration thereof. The resolution setting for the proposed amendments are as follows: RESOLVED, that the Certificate of Incorporation of this Corporate be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows: “The name of the Corporation is Grand Canal Entertainment, Inc.” RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “FOURTH” so that, as amended, said Article shall be and read as follows: The aggregate number of shares of stock which the Company shall have authority to issue is 110,000,000, consisting of 100,000,000 shares of common stock, having a par value of $.001 per share (the “Common Stock”), and 10,000,000 shares of preferred stock, have a par value of $.01 per share (the “Preferred Stock”). The Preferred Stock may be issued from time to time in one or more senes. The Board of Directors is hereby authorized to create and provide for the issuance of shares of the Preferred Stock in series and by filing a statement pursuant to Article 151 of the GCL, to establish from time to time the number of shares in each such series, and to fix the designations, powers, preferences and rights of the shares of each such series and the qualification, limitations and restrictions thereof, including without limitation, the following: (a) the number of shares constituting that series and the distinctive designation of that series; (b) the dividend rate of the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; (c) whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (d) whether that series shall have conversion privileges, and if so, the terms and conditions of such conversion, including provision for adjustment of the conversi9on rate in such events as the Board of Directors shall determine; (e) whether or not the shares of such series shall be redeemable, and if so, the terms and conditions of such redemptions, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (f) whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (g) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and relative rights of priority, if any, or payment of such shares of that series; (b) any other relative rights, preferences and limitations of that series.” That the capital of said Corporation shall not be reduced under or by reason of said amendments. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special 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 amendments. THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Laws of the State of Delaware. IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by Randy Drew, an Authorized Officer this 29“ day of August, 2005. By: Randy e Secretary Randy Drew From: Lenka Danoff