EXHIBIT 3.2

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
                                                                         FILED #
                                                                     C10669-1994
                                                                     DEC 22 2004
                                                                In the office of
                                                                  /s/Dean Heller
                                                                     Dean Heller
                                                              Secretary of State
                                                       Above for office use only
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 and 78.390)
Important: Read attached instructions before completing this form

            Certificate of Amendment to the Articles of Incorporation
                         For Nevada Profit Corporations  (PURSUANT TO NR$ 78.385
          and 78.390 - After Issuance of Stock)

1.   Name of Corporation: Malahat Energy Corporation
--------------------------------------------------

2.   The Articles  have been amended as follows  (provide  article  numbers,  if
     available): Article I - the name is being amended to PHC HOLDINGS. Articles
     IV - Authorized
--------------------------------------------------------------------------------
Capital  Stock:  The  amount  of  total  authorized common stock is five hundred
--------------------------------------------------------------------------------
million (500,000,000) shares, each with a par value of $0.001 per share ("Common
--------------------------------------------------------------------------------
Stock")  and  25,000,000  shares  of  Preferred  Stock, each with a par value of
--------------------------------------------------------------------------------
$0.001 ("Preferred Stock"). The rights, preferences, privileges and restrictions
--------------------------------------------------------------------------------
granted  to  or imposed upon the Preferred Stock will later be determined by the
--------------------------------------------------------------------------------
Board  of  Directors.  PLEASE  SEE  ATTACHED  PAGES.
----------------------------------------------------

3.   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:
     8,795,222*
                                                                -----------

4.   Effective           date          of           filing           (optional):
     N/A_____________________________________  (must  not be later  than 90 days
     after the certification is filed)

5.   Officer Signature (required): /s/ Sonia Ferrell

*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  the  filing  to  be  rejected.

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


<PAGE>


                           CERTIFICATE OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                                  PHC HOLDINGS

The undersigned hereby certifies as follows:

1.   That she is the President, of PHC Holdings, a Nevada corporation;

2.   That, at a meeting of the Board of Directors of this  corporation  was held
     on July 1, 2005 at which it was resolved to amend Article 1 of its Articles
     of Incorporation, as follows;

     IT IS RESOLVED,  that Article 1 of the Article of  Incorporation  is hereby
     amended in full to read as follows:

                                   "ARTICLE 1
                                      NAME
     The name of the corporation  (hereinafter referred to as "the Corporation")
is PHC Holdings."

     IT IS RESOLVED,  that Article IV of the Article of  Incorporation is hereby
     amended in full to read as follows:


                                   "ARTICLE IV
                            Authorized Capital Stock

     The  amount  of  total  authorized  common  stock is five  hundred  million
(500,000,000) shares, each with a par value of $0.001 per share ("Common Stock")
and  25,000,000  shares of  Preferred  Stock,  each with a par value of  $.0.001
("Preferred Stock").

     The rights, preferences,  privileges and restrictions granted to or imposed
upon the Preferred Stock will later be determined by the Board of Directors."

3.   The  amendment  was approved by the required  vote of the  shareholders  in
     accordance  with the  corporation's  law of the State of Nevada.  The total
     number  of  outstanding  shares  of each  class  entitled  to vote  for the
     amendment  equated or  exceeded  the vote  required,  that being over fifty
     percent  (50%).  The amendment was approved by a vote of 76,595,200  shares
     equaling 83.1% of all shares entitled to vote.

Dated: December 10, 2004

                        /s/Sonia Farrell
                        ----------------
                        Sonia Farrell, President

     The  undersigned,  hereby  declares,  under  the  penalty  of  perjury,  in
accordance with the laws of the State of Nevada,  that I am the President of the
above-referenced  corporation,  that I executed the above-referenced Certificate
of Amendment to the Articles of Incorporation, that I have personal knowledge of
the information contained therein, and that the information contained therein is
true and correct,

                      /s/Sonia Farrell
                      ----------------
                      Sonia Farrell, President