EXHIBIT 3.4

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708 Website: secretaryofstate.biz

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       CERTIFICATE OF AMENDMENT         Filed: #C2249-94
  (Pursuant to NRS 78.385 and 78.390)   DEC 15, 2004
                                        In the office of Dean Heller,
                                        Secretary of State
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Important: Read attached Instructions before completing form.
                                              Above space is for Office use Only

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                         FOR NEVADA PROFIT CORPORATIONS
          (PURSUANT TO NRS 78.385 AND 78.390 ? AFTER ISSUANCE OF STOCK)

o     Name of corporation:

      ACTIVECORE TECHNOLOGIES, INC.

o     The articles have been amended as follows  (provide  article  numbers,  If
      available):

      Article I shall read as  follows:  "The name of the  Corporation  shall be
      known as ActiveCore Technologies, Inc."

      Article 3 Section (A) shall be amended to read as follows:  (A) CLASSES OF
      STOCK.  The  Corporation is authorized to issue two classes of stock to be
      designated,  respectively, "Common stock" and "Preferred Stock." The total
      number of  shares  that the  Corporation  is  authorized  to issue is Five
      Hundred  Fifty  Million  (550,000,000)  shares,  each  with a par value of
      $0.001 per share.  Five  Hundred  Million  (500,000,000)  shares  shall be
      Common  Stock and Fifty  Million  (50,000,000)  shares  shall be Preferred
      Stock.  The Board of Directors is authorized to affect the ratio of issued
      and  outstanding  Common Stock to authorized  Common Stock by splitting or
      reverse  splitting  the  number  of  outstanding   common  shares  without
      shareholder approval so long as the authorized shares of common stock does
      not exceed Five Hundred Million (500,000,000)."

o     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:
      63.35%

o     Effective date of filing (optional):  November 29, 2004 (must not be later
      than 90 days after the certificate is filed)

o     Officer Signature (required): /s/ Brian MacDonald             chairman
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*If any proposed  amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.  See attached fee schedule.

                                  Nevada Secretary of State __ 78.385 Amend 2000
                                                            Revised on :11/03/03