EXHIBIT 3.5

FILED # C20716-98
Dec 16 2003
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

/s/    Dean Heller, Secretary of State


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                         For Nevada Profit Corporations
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)


1. Name of corporation: RETINAPHARMA INTERNATIONAL, INC.

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

         ARTICLE I. The name of the corporation is changed from RetinaPharma
         International, Inc. to Xtra-Gold Resources Corp.

         ARTICLE IV. The number of shares of capital stock that the corporation
         is authorized to issue shall be increased from 100,000,000 shares of
         common stock, par value $.001 per share, to 250,000,000 shares of
         common stock, par value $.001 per share.

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: a majority.

4.       Effective date of filing (optional): 12/19/03

5.       Officer Signature (required): /s/ Paul Zyla

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 he
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 this filing to be rejected.