EXHIBIT 3.1.2   Amendment of Articles of Incorporation dated July 18, 2000


                           Mail to: Secretary of State
                              Corporations Section
                            1560 Broadway, Suite 200
                                Denver, CO 80202
                                 (303) 894-2251
                               Fax: (303) 894-2242


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION


Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

FIRST:   The name of the corporation is:  Apex Pharmaceuticals Inc.

SECOND: The following amendment to the Articles of Incorporation was adopted on
July 12, 2000, as prescribed by the Colorado Business Corporation Act, in the
manner marked with an X below:

_______     No shares have been issued or Directors Elected - Action by
            incorporators


_______     No shares have been issued by Directors Elected - Action by
            Directors


___X__      Such amendment was adopted by the board of directors where shares
            have been issued and shareholder action was not required.

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

THIRD:      If changing corporate name, the new name of the corporation is:

            APEX RESOURCES, INC.

FOURTH:     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:

            The shares of the corporation have split in such that there is
            one new share for every ten old shares thus making the total
            authorized shares 121,000,000 at no par value.

If these amendments are to have a delayed effective date, please list that date:
______________ (Not to exceed ninety (90) days from the date of filing)


                                                     /S/ GEORGE VOLMILLER
                                                  ------------------------------
                                                  Signature

                                                  Title: President