Exhibit 3.2

                               ARTICLES OF MERGER

                   PREMIUM FINANCIAL SERVICES & LEASING, INC.

                                  WITH AND INTO

                            BUSINESS TO BUSINESS INC.

         These Articles of Merger are entered into by Premium Financial Services
& Leasing, Inc., an Indiana corporation, hereinafter referred to as the "Merging
Corporation," and Business To Business, Inc., a Wyoming corporation, hereinafter
referred  to as the  "Surviving  Corporation."  These  Articles  of  Merger  are
submitted  pursuant to Section  17-16-1105 of the Wyoming  Business  Corporation
Act.

         1. The Surviving  Corporation  is Business To Business  Inc., a Wyoming
corporation.

         2. The Merging  Corporation  is Premium  Financial  Services & Leasing,
Inc., an Indiana corporation.

         3. The Merging  Corporation shall be merged with and into the Surviving
Corporation. The Merging Corporation shall cease to have a separate existence.

         4. The plan of merger  dated April 8, 2002 was approved by the Board of
Directors  of the  Surviving  Corporation  and  recommended  for approval to its
shareholders.  The plan of merger  was voted on  approved  by  majority  vote of
shareholders  of the  Surviving  Corporation,  with a total  of  800,000  of the
1,000,000  issued and  outstanding  shares  voting in favor and no shares  voted
against.

         5. The plan of merger  dated April 8, 2002 was approved by the Board of
Directors  of the  Merging  Corporation  and  recommended  for  approval  to its
shareholders.  The plan of merger was approved by majority vote of  shareholders
of the Merging  Corporation,  with all of the 100 issued and outstanding  shares
voting in favor.

         6. An executed  copy of the plan of merger is on file at the  principal
place of business of the Surviving  Corporation,  which is 9229 Delegates  Road,
Suite 130, Indianapolis, Indiana 46240.

         7. A copy of the Plan of  Merger  will be  furnished  by the  Surviving
Corporation on request and without cost to any  stockholder  of any  constituent
corporation.


         8. Upon  effectiveness of the Plan of Merger, all of the 100 issued and
outstanding shares of common stock of the Merging Corporation shall be exchanged
into 4,000,000 shares of common stock of the Surviving Corporation.  The rate of
exchange  is one  share of  Merging  Corporation  for forty  thousand  shares of
Surviving Corporation.




         9. The NAME of the  Surviving  Corporation  shall  hereby  be  changed,
pursuant  to the plan of merger  form  Business  to  Business,  Inc.  to PREMIUM
FINANCIAL SERVICES & LEASING, INC.

         10. The constituent  corporations  shall from time to time, as and when
requested, execute and deliver all instruments and documents, and shall take all
such action, necessary or desirable to evidence or carry out the merger.

         11.  The effect of the Merger and the  effective  date  thereof  are as
prescribed by law.



         IN WITNESS  WHEREOF,  the parties  hereto have caused these Articles of
Merger to be executed by their duly authorized officers,  as an instrument under
seal, as of this 21 day of May, 2002.

Attest:                               Premium Financial Services & Leasing, Inc.
                                      an Indiana corporation

/s/_____________________________      By_/s/________________________________
Michael Gooch, Secretary                 Michael Gooch, President

Attest:                        Business to Business, Inc., a Wyoming corporation


/s/_____________________________      By_/s/________________________________
Daniel Hodges, Secretary                 Daniel Hodges, President