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Exhibit 3.3 Articles of Amendment to Articles of Incorporation of Bentley
            Communications Corp.

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF

                          BENTLEY COMMUNICATIONS CORP.


PURSUANT TO THE PROVISIONS OF SECTION 607.1006, FLORIDA STATUTES, THIS FLORIDA
PROFIT CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF
INCORPORATION:

FIRST: Amendment(s) adopted: (INDICATE ARTICLE NUMBER(S) BEING AMENDED, ADDED OR
DELETED)

         Articles III is deleted and the following Article III shall be
inserted.

                                   ARTICLE III
                                 CAPITALIZATION
                                 --------------

         The total number of shares of all classes that the Corporation shall
have authority to issue is FIVE HUNDRED TWENTY MILLION (520,000,000) shares, of
which TWENTY MILLION (20,000,000) shares at $.0001 par value shall be a class
designated "Preferred Shares" and FIVE HUNDRED MILLION (500,000,000) shares at
$.0001 par value shall be a class designated "Common Shares".

Preferred Shares

         1. Preferred Shares may be issued from time to time in one or more
series, each such series to have distinctive serial designations, as same shall
hereafter be determined in the resolution or resolutions providing for the
issuance of such Preferred Shares from time to time as adopted by the Board of
Directors pursuant to the authority to do so, which authority is hereby vested
in the Board of Directors.

         2. Subject to the provisions of the Florida Business Corporation Act,
each series of Preferred Shares:

         (a)      may have such number of shares;

         (b)      may have such voting powers, full or limited, or may be
                  without voting power;

         (c)      may be redeemable or convertible at such time or times and at
                  such prices;

         (d)      may entitle the holders thereof to receive distributions
                  calculated in any manner, including, but not limited to,
                  dividends which may be cumulative, non-cumulative or partially
                  cumulative; at such rate or rates; on such conditions, from
                  such date or dates, at such times, and payable in preference
                  to, or in such relations to, the dividends payable on any
                  other class or classes or series of shares;



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         (e)      may have such preference over any other class of shares with
                  respect to distributions, including, but not limited to,
                  dividends and distributions upon dissolution of the
                  Corporation;

         (f)      may be made convertible into, or exchangeable for, shares of
                  any other class or classes (except the class having prior or
                  superior rights and preferences as to the dividends or
                  distribution assets upon liquidation) or of any other series
                  of the same or any other class or classes of shares of the
                  Corporation at such price or prices or at such rates of
                  exchange, and with such adjustments;

         (g)      may be entitled to the benefit of a sinking fund or purchase
                  fund to be applied to the purchase or redemption of shares of
                  such series in such amount or amounts;

         (h)      may be entitled to the benefit of conditions and restrictions
                  upon the creation of indebtedness of the Corporation or any
                  subsidiary, upon the issue of any additional shares (including
                  additional shares of such series or of any other series) and
                  upon the payment of dividends or the making of other
                  distributions on, and the purchase, redemption or other
                  acquisition by the Corporation or any subsidiary of any
                  outstanding shares of the Corporation;

         (i)      may have such other relative, participating, optional or other
                  special rights, and qualifications, limitations or
                  restrictions;

all as may be stated in said resolution or resolutions providing for the
issuance of such Preferred Shares.

         3. Except where otherwise set forth in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of any series of
Preferred Shares, the number of shares comprised in such series may be increased
or decreased (but not below the number of shares then outstanding) from time to
time by like action of the Board of Directors.

         4. Shares of any series of Preferred Shares which have been redeemed
(whether through the operation of a sinking fund or otherwise) or purchased by
the Corporation, or which, if convertible, were exchangeable, have been
converted into or exchanged for shares of any other class or classes, shall have
the status of authorized and unissued Preferred Shares and may be reissued as a
part of the series of which they were originally a part or may be reclassified
and reissued as part of a new series of Preferred Shares to be created by
resolution or resolutions of the Board of Directors or as part of any other
series of Preferred Shares, all subject to the conditions or restrictions on
issuance set forth in the resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of Preferred Shares and to any
filing required by law.


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SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if not
contained in the amendment itself, are as follows:

         NOT APPLICABLE.

THIRD: The date of each amendment's adoption: June 5, 2002.

FOURTH: Adoption of Amendment(s) (CHECK ONE)

      X       The amendment(s) was/were approved by the shareholders. The number
              of votes cast for the amendment(s) was/were sufficient for
              approval.

      ___     The amendment(s) was/were approved the shareholders through voting
              groups. THE FOLLOWING STATEMENT MUST BE SEPARATELY PROVIDED FOR
              EACH VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE AMENDMENT(S):

                  "The number of votes cast for the amendment(s) was/were
                  sufficient for approval by _________________________________."
                                                         voting group

      ___     The amendment(s) was/were adopted by the board of directors
              without shareholder action and shareholder action was not
              required.

      ___     The amendment(s) was/were adopted by the incorporators without
              shareholder action and shareholder action was not required.


      Signature  /s/ Gordon F. Lee
                 ------------------

         (By the Chairman or Vice Chairman of the Board of Directors, President
         or other officer if adopted by the shareholders)

                                  Gordon F. Lee
          ------------------------------------------------------------
                              Type or printed name

                                    President
          ------------------------------------------------------------
                                      Title