EXHIBIT 3.5


                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF

                             ACCUPOLL HOLDING CORP.

TO THE SECRETARY OF STATE, STATE OF NEVADA:

         The undersigned, the president and the secretary of AccuPoll Holding
Corp. (the "Corporation"), hereby certifies:

         The Board of Directors of the corporation at a meeting of duly held on
May 21, 2003, passed a resolution declaring that the following amendment to
Article IV of the company's Articles of Incorporation are advisable:

         That ARTICLE IV of the Company's Articles of Incorporation be and
hereby is amended to read as follows:

         "COMMON STOCK": The aggregate number of shares of common stock, which
the corporation shall have authority to issue, is 600,000,000 shares at a par
value of $.001 per share. All Common Stock when issued shall be fully paid and
non-assessable.

         No holder of shares of common stock of the corporation shall be
entitled, as such, to any preemptive or preferential rights to subscribe to any
unissued stock or any other securities which the corporation may now or
thereafter be authorized to issue. The Board Of Directors of the Corporation
may, however, at its discretion, by resolution determine that any unissued
securities of the corporation shall be offered for subscription solely to the
holders of common stock of the corporation or solely to the holders of any class
or classes of such stock, in such proportions based on stock ownership as said
Board, at its discretion, may determine.

         Each share of common stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy. Cumulative voting in
elections of directors and all other matters brought before stockholders'
meetings, whether they be annual or special, shall not be permitted.

         PREFERRED STOCK : The aggregate number of shares of preferred stock
which the corporation shall have authority to issue is 50,000 shares at a par
value of $.01 per share. All stock when issued shall be fully paid and
non-assessable.

<PAGE>



         The preferred stock may be divided into and issued in series. The Board
of Directors of the corporation is authorized to divide the authorized shares of
preferred stock into one or more series, each of which shall be so designated as
to distinguish the shares thereof from the shares of all other series and
classes. The Board of Directors of the Corporation is authorized, within any
limitations prescribed by law and its Article, to fix and determine the
designations, rights, qualifications, preferences, limitations and terms of the
shares of any series of preferred stock including but not limited to the
following

         (a)      The rate of divided, the time of payment of dividends, whether
                  dividends are cumulative; and the date from which any
                  dividends shall accrue;

         (b)      Whether shares may be redeemed, and if so, the redemption
                  price and the terms and conditions of redemption;

         (c)      The amount payable upon shares in the event of voluntary or
                  involuntary liquidation;

         (d)      Sinking fund or other provisions, if any, for the redemption
                  or purchase of shares;

         (e)      The terms and conditions on which shares may be converted, if
                  the shares of any series are issued with the privilege of
                  conversion;

         (f)      Voting powers, if any, provided that if any of the preferred
                  stock or series thereof shall have voting rights, such
                  preferred Stock or series shall vote only on a share for share
                  basis with the common stock on any matter, including but not
                  limited to the election of directors, for which such Preferred
                  Stock or series has such rights; and

         (g)      Subject to the foregoing, such other terms, qualifications,
                  privileges, limitations, options, restrictions, and special or
                  relative rights and preferences, if any, of shares or such
                  series as the Board of Directors of the Corporation may, at
                  the time so acting, lawfully fix and determine under the laws
                  of the state of Nevada.

         The Corporation shall not declare, pay or set apart for payment any
dividend or other distribution (unless payable solely in shares of common stock
or other class of stock junior to the preferred stock as to dividends or upon
liquidation) in respect of common stock, or other class of stock junior to the
Preferred Stock, nor shall it redeem, purchase or otherwise acquire for
consideration shares of any of the foregoing, unless dividends, if any, payable
to holders of Preferred Stock for the current period (and in the case of
cumulative dividends, if any, for all past periods) have been paid, are being
paid or have been set aside for payment, in accordance with the terms of the
Preferred Stock, as fixed by the Board of Directors.

         In the event of the liquidation of the Corporation, holders of
Preferred Stock shall be entitled to receive, before any payment or distribution
on the common stock or any other class of stock junior to the Preferred Stock
upon liquidation, a distribution per share in the amount of liquidation
preference, if any, fixed or determined in accordance with the terms of such

<PAGE>

preferred Stock plus, is so provided in such terms, an amount per share equal to
accumulated and unpaid dividends in respect of such Preferred Stock (whether or
not earned or declared) to the date of such distribution. Neither the sale,
lease or exchange of all or substantially all the property and assets of the
Corporation, nor any consolidation or merger of the Corporation, shall be deemed
to be a liquidation for the purpose of this Article."

         The amendment setting forth the new class of preferred stock was
adopted by unanimous vote of the Board of Directors and stockholders owning in
excess of a majority of the outstanding voting securities of the Corporation by
unanimous written consent pursuant to title 7, section 78.320 and 78.315 of the
Nevada Revised Statues, as follows:

         The designation and number of outstanding shares of each class entitled
to vote thereon as a class were as follows, to-wit:


                                                      Total outstanding
                   Class                              Number of shares
                   -----                              ----------------
                   Common Stock                       121,665,524

         The number of shares voting for the new class of preferred stock was
68,584,563.

         THE UNDERSIGNED, being the President and Secretary of the Corporation,
for the purpose of amending the Articles of Incorporation of the Corporation,
does make this amendment, hereby declaring and certifying that this is the act
and deed of the Corporation and the facts herein stated are true, and
accordingly has hereunto set his hand this 30th day of May, 2003.



                                                    /s/ Frank J. Wiebe
                                                    -------------------------
                                                         Frank J. Wiebe
                                                         President
         Attest:

          /s/ Frank J. Wiebe
         --------------------------
         Frank J. Wiebe, Secretary