EXHIBIT 3.2



DEAN HELLER                        CERTIFICATE OF AMENDMENT
Secretary of State                 (PURSUANT TO NRS 78.385 and 78.390)

202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684 5708

Important: Read attached Instructions before completing
________________________________________________________________________________

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                         FOR NEVADA PROFIT CORPORATIONS

          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -


1. Name of corporation: BV PHARMACEUTICAL, INC.


2. The  articles  have been  amended as follows  (provide  article  numbers,  if
   available):

   III.  Authorized  Capital Stock is 100,000,000  shares without any par value.
   Shares may be disbursed by the authority of the Board of  Directors,  anytime
   without motion by the  shareholders.  Each block of five hundred shares shall
   have ten (ten) votes. All shares,  once issued,  must be properly funded. All
   issued shares shall be the personal  property of the shareholder,  any shares
   so disbursed shall be deemed as fully paid up; and the holder of any share or
   shares shall not be liable for any further payment thereof. Said shares shall
   not be subject to assessment for the debts of the corporation,  nor will they
   be assessable by BV Pharmaceutical, Inc.


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: 400*


4. Officer Signature (Required):



/s/ LEE SOUTHERN
________________
    Lee Southern


* 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 remit the proper
fees may cause this filing to be rejected.