EXHIBIT 3.2

Secretary of State ,Corporations Section

MUST BE TYPED                                               for office use only
FILING FEE: $25.00
MUST SUBMIT TWO COPIES                                [stamp:20001043458  $40.00
                                                      Secretary of State
[stamp: CHANGE OF NAME]                               03-01-200 13:34:54]

Please include a typed
self addressed envelope

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION

Pursuant  to the  provisions  of the  Colorado  Business  Corporation  Act,  the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:

FIRST:               The name of the corporation is   Pet Health Systems, Inc.

SECOND:        The  following  amendment  to the Articles of  Incorporation  was
               adopted on February  28,  2000,  as  prescribed  by the  Colorado
               Business  Corporation  Act, in the manner marked with an X below:
               ________ No shares have been issued or Directors Elected - Action
               by Incorporators

________       No shares  have been  issued  but  Directors  Elected - Action by
               Directors

___X___        Such amendment was adopted by the board of directors where shares
               have been issued and shareholder action was not required.

________       Such  amendment  was adopted by a vote of the  shareholders.  The
               number  of shares  voted for the  amendment  was  sufficient  for
               approval.

THIRD:         If changing  corporate name, the new name of the corporation is :
               Incubate This! Inc.

FOURTH:        The  manner,  if not set  forth in such  amendment,  in which any
               exchange,  reclassification,  or  cancellation  of issued  shares
               provided for in the amendment shall be effect, as is follows:

If these  amendments  are to have a delayed  effective  date,  please  list that
date:___________ (Not exceed ninety (90) days from the date of filing)

                                           Pet Health Systems, Inc.
                                           Signature /s/ (illegible)
                                           Title President

                                                                    Revised 7/95