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                                    Exhibit 1

                              Articles of Amendment

                          Bartel Financial Group, Inc.

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SS: Form D-4 (Rev.1/86)
Submit in Duplicate
Filing Fee: $30.00
                                    MAIL TO:
                           Colorado Secretary of State
                               Corporations Office
                            1560 Broadway, Suite 200
                             Denver, Colorado 80202
                                 (303) 866-2361


                             ARTICLES OF AMENDMENT
                                     to the
                           ARTICLES OF INCORPORATION


     Pursuant  to  the  provisions  of  the  Colorado   Corporation   Code,  the
undersigned  corporation  adopts the  following  Articles of  Amendments  to its
Articles of Incorporation:

     FIRST: The name of the corporation is (note 1) WTS III Capital Corporation

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     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted on November 30, 1987, as prescribed by the Colorado Corporation Code, in
the manner marked with an X below:

     ___  Such  amendment was adopted by the board of directors  where no shares
          have been issued.

     XX   Such amendment was adopted by a vote of the  shareholders.  The number
          of shares voted for the amendment was sufficient for approval.

     1.   The name of this  corporation,  shall be changed  from WTS III Capital
          Corporation to Bartel Financial Group, Inc;

     2.   The  number  of  shares  of common  stock  that  this  corporation  is
          authorized  to issue  shall be  increased  to a total of Five  hundred
          Million (500,000,000) shares of stock; and

     3.   The extent to which  Directors of this  corporation may be held liable
          to this  corporation  or its  shareholders  for  monetary  damages for
          breach of  fiduciary  duties  shall be limited to the  fullest  extent
          permitted by the Colorado Corporation Code.

     THIRD:  The  manner,  if not set  forth in such  amendment,  in  which  any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: N/A



     FOURTH:  The manner in which such amendment  effects a change in the amount
of  stated  capital,  and the  amount  of  stated  capital  as  changed  by such
amendment, are as follows: N/A


                                        WTS III Capital Corporation
                                        --------------------------------(Note 1)

                                        By /s/ JAMES BARTEL
                                           -------------------------------------
                                           its                         President

                                        and /s/ ILLEGIBLE
                                            ----------------------------(Note 2)
                                            its                        Secretary

                                        --------------------------------(Note 3)
                                        its                             Director




NOTES: 1. Exact  corporate  name of  corporation  adopting  the Articles of
          Amendments.  (If this is a change of name  amendment  the name  before
          this amendment is filed)

       2. Signatures and titles of officers signing for the corporation.

       3. Where no shares have been issued, signature of a director