Exhibit 3.3

FORM BCA 10.30 (rev. Dec. 2003)
ARTICLES OF AMENDMENT
Business Corporation Act

Jesse White, Secretary of State
Department of Business Services
Springfield, IL 82756                              FILED
Telephone (217) 782-1832                        JUN 25 2004
http://www.cyberdriveillinois.com               JESSE WHITE
                                             SECRETARY OF STATE
Remit  payment in the form of a
check or money order payable
to the Secretary of State.



_____________________________ File # 57801247 Filing Fee: $50.00 Approved /s/ KK
_____________Submit in duplicate______________Type or Print clearly in black ink
______________Do not write above this line_________________________

1.    CORPORATE NAME:  Circle Group Holdings, Inc.
                       ---------------------------------------------------------
                                                                    (Note 1)

2.    MANNER OF ADOPTION OF AMENDMENT:

            The following amendment of the Articles of Incorporation was adopted
            on     June 16            2004        in the manner indicated below.
               ---------------------------------
                (Month & Day)        (Year)       ("X" one box only)

      [ ]   By a majority of the incorporators, provided no directors were named
            in the articles of incorporation and no directors have been elected;
                                                                        (Note 2)

      [ ]   By a majority of the board of directors,  in accordance with Section
            10.10,  the  corporation  having  issued no shares as of the time of
            adoption of this amendment;
                                                                        (Note 2)

      [ ]   By a majority of the board of directors,  in accordance with Section
            10.15,  shares having been issued but  shareholder  action not being
            required for the adoption of the amendment;
                                                                        (Note 3)

      [X]   By the shareholders,  in accordance with Section 10.20, a resolution
            of the board of directors  having been duly adopted and submitted to
            the  shareholders.  At a meeting of shareholders,  not less than the
            minimum  number of votes  required by statute and by the articles of
            incorporation were voted in favor of the amendment;
                                                                        (Note 4)

      [ ]   By the  shareholders,  in accordance  with Section 10.20 and 7.10, a
            resolution  of the board of  directors  having been duly adopted and
            submitted to the shareholders.  A consent in writing has been signed
            by  shareholders  having not less than the  minimum  number of votes
            required   by  statute  and  by  the   articles  of   incorporation.
            Shareholders  who have not  consented  in  writing  have been  given
            notice in accordance with Section 7.10;
                                                                   (Notes 4 & 5)

      [ ]   By the  shareholders,  in accordance with Sections 10.20 and 7.10, a
            resolution  of the board of  directors  having been duly adopted and
            submitted to the shareholders.  A consent in writing has been signed
            by all the shareholders entitled to vote on this amendment.
                                                                        (Note 5)

3.    TEXT OF AMENDMENT:

      a.    When amendment effects a name change,  insert the new corporate name
            below. Use Page 2 for all other amendments.

            Article 1. The name of the corporation is:



--------------------------------------------------------------------------------
                                   (NEW NAME)

                 All changes other than name, include on page 2
                                     (over)

C=173.13

<PAGE>

                                TEXT OF AMENDMENT

      b.    (IF AMENDMENT AFFECTS THE CORPORATE PURPOSE,  THE AMENDED PURPOSE IS
            REQUIRED TO BE SET FORTH IN ITS ENTIRETY. IF THERE IS NOT SUFFICIENT
            SPACE TO DO SO, ADD ONE OR MORE SHEETS OF THIS SIZE.)

            The number of authorized shares of common stock, par value $0.00005,
            set forth in Paragraph 1 captioned Authorized Shares,  Issued Shares
            and Consideration  Received,  of the Articles of  Incorporation,  as
            amended, is 200,000,000.


                                     Page 2
<PAGE>

4.    The  manner,  if not set  forth in  Article  3b,  in which  any  exchange,
      reclassification  or cancellation of issued shares,  or a reduction of the
      number of authorized shares of any class below the number of issued shares
      of that class, provided for or effected by this amendment,  is as follows:
      (IF NOT APPLICABLE, INSERT "NO CHANGE")





5.    (a) The manner,  if not set forth in Article  3b, in which said  amendment
      effects  a change  in the  amount  of  paid-in  capital  (Paid-in  capital
      replaces the terms Stated Capital and Paid-in  Surplus and is equal to the
      total of these  accounts) is as follows:  (IF NOT  APPLICABLE,  INSERT "NO
      CHANGE")





      (b) The amount of paid-in  capital  (Paid-in  Capital  replaces  the terms
      Stated  Capital  and  Paid-in  Surplus  and is equal to the total of these
      accounts) as changed by this amendment is as follows:  (IF NOT APPLICABLE,
      INSERT "NO CHANGE")



                                             Before Amendment    After Amendment

                        Paid-in Capital      $_______________    $______________


   (Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.    The  undersigned  corporation  has caused these articles to be signed by a
      duly authorized officer who affirms,  under penalties of perjury, that the
      facts stated herein are true.

Dated    June 18,                  2004        Circle Group Holdings, Inc.
      -------------------------, --------    -----------------------------------
            (MONTH & DAY)         (YEAR)     (EXACT NAME OF CORPORATION AT DATE
                                              OF EXECUTION)
         /s/ Gregory J. Halpern
      ------------------------------------
      (ANY AUTHORIZED OFFICER'S SIGNATURE)

               Gregory J. Halpern
      ------------------------------------
         (TYPE OR PRINT NAME AND TITLE)

7.    If amendment is authorized pursuant to Section 10.10 by the incorporators,
      the incorporators must sign below, and type or print name and title.

                                       OR

      If amendment is authorized by the directors  pursuant to Section 10.10 and
      there are no officers,  then a majority of the directors or such directors
      as may be designated by the board, must sign below, and type or print name
      and title.

      The undersigned  affirms,  under the penalties of perjury,  that the facts
      stated herein are true.

Dated
      -------------------------, --------
            (MONTH & DAY)         (YEAR)

      -----------------------------------    -----------------------------------

      -----------------------------------    -----------------------------------

      -----------------------------------    -----------------------------------

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