EXHIBIT 3.5

                     Amendment to Articles of Incorporation


              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                         FOR NEVADA PROFIT CORPORATIONS
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                              -Remit in Duplicate-

1.   Name of corporation: 12 to 20 Plus, Incorporated

2.   The articles  have been amended as follows  (provide  article  numbers,  if
     available):

     FIRST:  That at a  meeting  of the  Board  of  Directors  of 12 to 20 Plus,
     Incorporated  resolutions  were  duly  adopted  setting  forth  a  proposed
     Amendment to the Articles of Incorporation of said  corporation,  declaring
     said amendment to be advisable and calling a meeting of the stockholders of
     said corporation for consideration  thereof.  The resolution  setting forth
     the proposed amendment as follows:

     RESOLVED, that the Articles of Incorporation of this corporation be amended
     by  changing  the  authorized   capital  stock  from  twenty-five   million
     (25,000,000) shares at ($.001) to one hundred million  (100,000,000) shares
     of common stock at a par value of ($.001).

     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 on the 28th day of October,  2002,  at which meeting the necessary
     number  of  shares  as  required  by  statute  were  voted  in favor of the
     amendment.

3.   The  vote by which  the  stockholders  holding  shares  in the  corporation
     entitling them to exercise at least a majority of the voting power, or such
     greater  proportion of the voting power as may be required in the case of a
     vote by classes or series,  or as may be required by the  provisions of the
     articles of incorporation have voted in favor of the amendment is: 61.27%.

4.   Officer Signature (Required):

 /s/ Carol Slavin
- --------------------------------
     Carol Slavin, President