EXHIBIT 3.4

                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                         ELINE ENTERTAINMENT GROUP, INC.

         Pursuant to Section 78.390 of the Nevada Revised Statutes of the State
of Nevada, the undersigned, being the President of ELINE ENTERTAINMENT GROUP,
INC., a corporation organized and existing under the laws of the State of Nevada
(the "Corporation"), bearing file number C-12526-1997, does hereby certify that
the following resolutions were adopted pursuant to the authority of the Board of
Directors and the holder of a majority of the Corporation's issued and
outstanding voting securities as required by Section 78.390 of the Nevada
Revised Statutes:

         RESOLVED, that the Board of Directors and the holder of a majority of
the Corporation's issued and outstanding voting securities, in accordance with
applicable Nevada law, hereby increases the number of the Corporation's
authorized shares of Common Stock, par value $.001 per share, from 20,000,000
shares to 5,000,000,000 shares; and be it

         FURTHER RESOLVED, that the Corporation shall file Articles of Amendment
to its Articles of Incorporation reflecting such increase and directs that
Section 1 (a) of Article VI - Capital Stock - of the Articles of Incorporation
of the Corporation be deleted in its entirety and substituted with the
following:

ARTICLE VI - CAPITAL STOCK:

         Section 1. Authorized Shares. The total number of shares which this
         Corporation is authorized to issue is 5,005,000,000 shares of Capital
         Stock at $.001 par value per share as set forth in subsection (a) and
         (b) of this Section I of Article IV.

         (a)      The total number or shares of Common Stock which this
                  Corporation is authorized to issue is 5,000,000,000 shares at
                  $.001 par value per share.

         Unless specifically amended hereby, all other provisions Article IV of
the Corporation's Articles of Incorporation, as amended through the date hereof,
remain unchanged and in full force and effect.

         The foregoing resolutions and Articles of Amendment were adopted by the
Board of Directors of the Corporation pursuant to a written consent of the sole
director of the

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Corporation dated October 21, 2002 in accordance with Section 78.315 of the
Nevada Revised Statutes, and by the holder of such number of shares of the
Corporation's voting securities in excess of number necessary for adoption of
this action pursuant to a written consent dated October 21, 2002 in accordance
with Section 78.320 of the Nevada Revised Statutes.

           IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed these Articles of Amendment as of November 12, 2002.

                                        ELINE ENTERTAINMENT GROUP, INC.

                                        By: /s/ Barry A. Rothman
                                            ---------------------------
                                            Barry A. Rothman, President

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