EXHIBIT 3.5
                       AMENDMENT TO RESTATED ARTICLES OF
                       INCORPORATION, FILED DEC. 23, 2003


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                                WRITTEN CONSENT
                                     of the
                               BOARD OF DIRECTORS
                                       of
                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                      (OCTOBER 15, 2003 Special Meeting)


The undersigned, being all the members of the Board of Directors of the above
named corporation, a Colorado corporation (the "Corporation"), hereby consent to
and adopt the actions set forth hereafter as the actions of the Board of
Directors of New Millennium Media International, Inc.

Whereas, after consideration and discussion it has been determined that it is in
the best interest of the Corporation that the Corporation's Articles of
Incorporation be amended as shown on Exhibit "A" attached hereto to effect an
increase in the number of authorized par value $0.001 common shares from
15,000,000 to 150,000,000. The par value of the common stock shall remain at
$0.001 per share. The Articles of Incorporation shall be amended in order to
make available additional shares of common stock to raise necessary capital for
future corporate development.

Whereby, it is hereby RESOLVED that the officers of the Corporation are directed
to execute such documents and take such action as they determine, in their sole
discretion, to be expedient and necessary to implement the increase in the
number of authorized par value $0.001 common shares from 15,000,000 to
150,000,000.

The undersigned being the only director of the Corporation at this time, hereby
waives notice of this meeting and consents to this action without a formal
meeting.

IN WITNESS WHEREOF, the undersigned has executed this written consent this 15th
day of October 2003.



                                      ------------------------------------------
                                      John "JT" Thatch, President/CEO/Director

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EXHIBIT  "A"

Only Article II as restated hereinafter shall be changed. In all other respects
the Articles of Incorporation as stated prior to this amendment shall remain.

                            ARTICLES OF INCORPORATION

                                       OF

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                                   ARTICLE II

                                     CAPITAL

The aggregate number of shares which the corporation shall have authority to
issue is fifteen million (15,000,000) shares of which a portion shall be common
stock and a portion shall be preferred stock, all as described below.

      "A. COMMON STOCK. The aggregate number of common shares which the
      corporation shall have the authority to issue is fifteen million
      (15,000,000), each with $0.001 par value which shares shall be designated
      as "Common Stock". Subject to all of the rights of the Preferred stock as
      expressly provided herein, by law or by the Board of Directors pursuant to
      this Article, the Common Stock of the corporation shall possess all such
      rights and privileges as are afforded to capital stock by applicable law
      in the absence of any express grant of rights or privileges in these
      Articles of Incorporation, including, but not limited to, the following
      rights and privileges:

      (i)   dividends may be declared and paid or set apart for payment on the
            Common Stock out of any assets or funds of the corporation legally
            available for the payment of dividends;

      (ii)  the holders of Common Stock shall have unlimited voting rights,
            including the right to vote for the election of directors and on all
            other matters requiring stockholder action. Each holder of Common
            Stock shall have one vote for each share of Common Stock standing in
            his name on the books of the corporation and entitled to vote,
            except that in the election of directors each holder of Common Stock
            shall have as many votes for each share of common Stock held by him
            as there are directors to be elected and for whose election the
            holder of Common Stock has a right to vote. Cumulative voting shall
            not be permitted in the election of directors or otherwise.

      (iii) On the voluntary or involuntary liquidation, dissolution or winding
            up of the corporation, and after paying or adequately providing for
            the payment of all of its obligations and amounts payable in
            liquidation, dissolution or winding up, and subject to the rights of
            the holders of Preferred Stock, if any, the net assets of the
            corporation shall be distributed pro rata to the holders of the
            Common Stock."