EXHIBIT 3(i).3

                              Articles of Amendment
                                       to
                            Articles of Incorporation
                                       of
                                 POSEIDIS, INC.


     Pursuant to the  provisions of Section  607.1006,  Florida  Statutes,  this
Florida  profit  corporation  adopts the following  amendment to its Articles of
Incorporation:

     Article III, Capital Stock, is amended to read as follows:

                           ARTICLE III. CAPITAL STOCK

The total number of shares of stock which the  Corporation  shall have authority
to issue is 510,000,000 shares,  composed of 500,000,000 shares of common stock,
par value $0.0001 per share ("Common Stock"), and 10,000,000 shares of preferred
stock, par value $0.0001 per share ("Preferred Stock").

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

     (2) Each series of Preferred Stock

          (i) may have such number of shares;

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

          (iii)may  be subject to  redemption  at such time or times and at such
     prices;

          (iv) may be entitled to receive  dividends (which may be cumulative or
     noncumulative) at such rate or rates, on such conditions, from such date or
     dates, and at such times, and payable in preference to, or in such relation
     to, the dividends payable on any other class or classes or series of stock;

          (v) may  have  such  rights  upon  the  dissolution  of,  or upon  any
     distribution of the assets of, the Corporation;

          (vi) may be made convertible  into, or exchangeable for, shares of any
     other  class or  classes  or of any  other  series of the same or any other
     class or classes of stock of the  Corporation at such price or prices or at
     such rates of exchange, and with such adjustments;

          (vii)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;

          (viii) 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 stock (including additional shares of such
     series or of any other  series) and upon the  payments 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  stock
     of the Corporation; and

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


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all as shall  be  stated  in said  resolution  or  resolutions  of the  Board of
Directors  providing  for  the  issue  of such  Preferred  Stock.  Except  where
otherwise  set forth in the  resolution or  resolutions  adopted by the Board of
Directors  providing for the issue of any series of Preferred  Stock, the number
of shares  constituting 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.

     (3)  Shares of any  series of  Preferred  Stock  which  have been  redeemed
(whether  through the  operation of a sinking fund or otherwise) or purchased by
the  Corporation or which, if convertible or  exchangeable,  have been converted
into or exchanged  for shares of stock of any other class or classes  shall have
the status of  authorized  and  unissued  shares of  Preferred  Stock any may be
reissued  as 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  Stock to be
created by resolution or resolutions of the Board of Directors or as part of any
other series of Preferred  Stock,  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  Stock and to any
filing required by law.

     (4) Except as otherwise provided by law or by the resolution or resolutions
of the Board of Directors providing for the issue of any series of the Preferred
Stock,  the Common Stock shall have the exclusive right to vote for the election
of Directors and for all other  purposes,  each holder of the Common Stock being
entitled to one vote for each share held.

Subject to all of the rights of the Preferred Stock or any series  thereof,  the
holders of the Common  Stock  shall be  entitled  to  receive,  when,  as and if
declared by the Board of  Directors,  out of funds legally  available  therefor,
dividends payable in cash, stock or otherwise.

Upon any  liquidation,  dissolution  or winding up of the  Corporation,  whether
voluntary or  involuntary,  and after the holders of the Preferred Stock of each
series shall have been paid in full the amounts to which they respectively shall
be entitled,  or a sum  sufficient  for such payment in full shall have been set
aside, the remaining net assets of the Corporation shall be distributed pro rata
to the holders of the Common Stock in accordance  with their  respective  rights
and interest, to the exclusion of the holders of the Preferred Stock.

The date of adoption of the amendment: September 26, 2005.

Effective date, if applicable: The date of filing this Amendment.

                              ADOPTION OF AMENDMENT

The amendment was approved by the shareholders. The number of votes cast for the
amendment by the shareholders was sufficient for approval.




                                    Signature

                                        /s/ Louis Pardo
                                    --------------------------------------------
                                   (By a director, president, or other officer)
                                   Print name:  Louis Pardo
                                                -----------------
                                        Title:  President
                                                -----------------