AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT

EXHIBIT 3.2

ARTICLES OF AMENDMENT TO THE

ARTICLES OF INCORPORATION OF

GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

Pursuant to the Business Corporation Act of the State of Colorado, the undersigned Chief Executive Officer of Global Entertainment Holdings/Equities, Inc., a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Colorado (the “Corporation”), does hereby certify:

FIRST:  Article Fourth of the Articles of Incorporation of this Corporation is amended to read in its entirety as follows:

FOURTH:

(a)

The aggregate number of shares which the corporation shall have authority to issue is Five Hundred Million (500,000,000) shares of common stock, $0.001 par value, and Twenty-Five Million (25,000,000) shares of preferred stock, $0.001 par value.  These preferred shares may be issued in one or more series at the discretion of the Board of Directors.

(b)

Each shareholder of record shall have one vote for each share of common stock standing in his or her name on the books of the corporation and entitled to vote, except that in the election of