Exhibit 3.1
                      ARTICLES OF AMENDMENT

              TO THE ARTICLES OF INCORPORATION OF

                    REFLECT SCIENTIFIC, INC.


          Pursuant to the provisions of Section 16-10a-1006 of the Utah
Revised Business Corporation Act (the "Act"), the undersigned corporation
hereby adopts the following Articles of Amendment to its Articles of
Incorporation.

          FIRST:    The name of the corporation is Reflect Scientific,
Inc.

          SECOND:   The following amendments to the Articles of
Incorporation of the corporation were duly adopted through a resolution by
consent of the Board of Directors in accordance with Section 16-10a-821 of the
Act on the 8th day of November, 2004, and Article IV of this corporation's
Articles of Incorporation, as amended,  following approval thereof by the
Board of Directors in the manner prescribed by the Act and the Articles of
Incorporation, to-wit:

                       Article IV- Stock

          The aggregate number of shares which this corporation shall have
authority to issue is 55,000,000 shares, divided into two classes, (i)
50,000,000 shares of common stock of a par value of one cent ($0.01) per
share; and (ii) 5,000,000 shares of preferred stock of a par value of one cent
($0.01) per share, 4,250,000 of which shall have such rights and preferences
as the Board of Directors shall determine; and 750,000 of which shall be
designated as the "2004 Series A Convertible Preferred Stock" with the
following powers, preferences, rights, qualifications, limitations and
restrictions:

     1.   Liquidation.

          1.01.     In the event of any voluntary or involuntary liquidation
     (whether complete or partial), dissolution, or winding up of the
     corporation, the holders of the 2004 Series A Convertible Preferred
     Stock shall be entitled to be paid out of the assets of the corporation
     available for distribution to its shareholders, whether from capital,
     surplus or earnings, an amount in cash equal to the purchase price of
     One Dollar ($1.00) per share plus all unpaid dividends previously
     declared thereon to the date of final distribution.  No distribution
     shall be made on any common stock or other series of preferred stock of
     the corporation by reason of any voluntary or involuntary liquidation
     (whether complete or partial), dissolution or winding up of the
     corporation unless each holder of any 2004 Series A Convertible
     Preferred Stock shall have received all amounts to which such holder
     shall be entitled under this subsection.

          1.02 If on any liquidation (whether complete or partial),
     dissolution or winding up of the corporation, the assets of the
     corporation available for distribution to holders of 2004 Series A
     Convertible Preferred Stock shall be insufficient to pay the holders of
     outstanding 2004 Series A Convertible Preferred Stock the full amounts
     to which they otherwise would be entitled under Section 1.01, the assets
     of the corporation available for distribution to holders of the 2004
     Series A Convertible Preferred Stock shall be distributed to them pro
     rata on the basis of the number of shares of 2004 Series A Convertible
     Preferred Stock held by each such holder.

     2.   Voting Rights.  The 2004 Series A Convertible Preferred Stock
shall not be entitled to vote as a separate class or as a single class with
the common stock of the corporation, except to the extent that the consent of
the holders of the 2004 Series A Convertible Preferred Stock, voting as a
class, is specifically required by the provisions of the corporate law of the
State of Utah as now existing or as hereafter amended.

     3.   Subordination.  Any payment of any dividends or any redemption
hereunder shall be subordinated to payment in full of all Senior Debt as
defined herein.  "Senior Debt" shall mean the principal of and premium, if
any, and interest on all indebtedness of the corporation to any financial
institution, including, but not limited to, (i) banks whether currently
outstanding or hereinafter created and whether or not such loans are secured
or unsecured; (ii) any other indebtedness, liability, obligation, contingent
or otherwise of the corporation, to guarantee endorsement of the contingent
obligation with respect to any indebtedness, liability or obligation whether
created, assumed or occurred by the corporation and after the date of the
creation of the 2004 Series A Convertible Preferred Stock, which is, when
created, specifically designated by the corporation as Senior Debt; and (iii)
any refunding, renewals or extensions of any indebtedness or similar
obligations described as Senior Debt in subparagraphs (i) and (ii) above.

     4.   Dividends.

          4.01 The corporation shall pay to the holders of the 2004 Series
     A Convertible Preferred Stock out of the assets of the corporation at
     any time for the payment of dividends at the times so declared by the
     Board of Directors of the corporation and in the manner provided for in
     this Section 4.  The dividend shall be six percent (6%) of the
     liquidation preference which is the purchase price of the shares of
     Preferred Stock, or $1.00 per share, payable annually.  Dividends shall
     not be cumulative and the Board of Directors shall be under no
     obligation to declare dividends.

          4.02  Any payment of dividends declared and due under this
     Section 4 with respect to any shares of the 2004 Series A Convertible
     Preferred Stock shall be made by means of a check drawn on funds
     immediately available for the payment thereof to the order to the
     holders of such shares at the address for such record holder shown on
     the stock records maintained by or for the corporation, which checks
     shall be mailed by United States first class mail, postage prepaid.  Any
     such payment shall be deemed to have been paid by the corporation on the
     date that such payment is deposited in the United States mail as
     provided above; provided, that in the event the check or other medium by
     which any payment shall be made shall prove not to be immediately
     collectible on the date of payment, such payment shall not be deemed to
     have been made until cash in the amount of such payment shall actually
     be received by the persons entitled to receive such payment.

          4.03 Registration of transfer of any share of the 2004 Series A
     Convertible Preferred Stock on the stock records maintained by or for
     the corporation to a person other than the transferor shall constitute a
     transfer of any right which the transferor may have had to receive any
     declared but unpaid dividends as of the date of transfer, and the
     corporation shall have no further obligation to the transferor with
     respect to such unpaid dividends.

     5.   Conversion.

          5.01 Each share of the 2004 Series A Convertible Preferred Stock
     is convertible into common stock, par value $0.01 (the "Common Stock"),
     of the corporation at the times, in the manner and subject to the
     conditions provided in this Section 5.

          5.02 Each share of the 2004 Series A Convertible Preferred Stock
     may be converted during the twenty  (20) day period beginning on the
     earlier of five (5) days after the date the corporation has three market
     makers publicly quoting its shares of common stock on any nationally
     recognized medium or ninety (90) days after the shares of Common Stock
     of the corporation are first listed for trading on any nationally
     recognized stock exchange.   If the holder has not notified the
     corporation of such conversion during the applicable twenty (20) day
     period, then the holder will have no further opportunity to elect to
     convert.  Conversion shall be at the election of the holder on the
     presentation and surrender of the certificate representing the shares,
     duly endorsed, with written instructions specifying the number of shares
     of the 2004 Series A Convertible Preferred Stock to be converted and the
     name and address of the person to whom certificate(s) representing the
     Common Stock issuable on conversion are to be issued at the principal
     office of the corporation.

          5.03 Each share of 2004 Series A Convertible Preferred Stock
     shall be convertible into such number of shares of fully paid and non-
     assessable shares of Common Stock as is determined by dividing the
     purchase price of preferred stock, plus the amount of any accrued and
     unpaid dividends the corporation elects to pay on the Common Stock by
     the conversion price (as defined below) in effect at the time of
     conversion.  The conversion price at which shares of Common Stock shall
     be deliverable upon conversion of the 2004 Series A Preferred Stock
     without the payment of additional consideration by the holder thereof
     (the "Conversion Price") shall be fifty percent (50%) of the five (5)
     day average closing bid price of the shares of Common Stock on the
     earlier of five (5) days following the date the corporation has three
     market makers publicly quoting its Common Stock on any nationally
     recognized medium or ninety (90) days after the shares of Common Stock
     are first listed on any nationally recognized stock exchange.  As set
     forth herein, the term "Closing Bid Price" means, for any security as of
     any date, the closing bid price on the principal securities exchange or
     trading market where the Common Stock is listed or traded as reported by
     Bloomberg, L.P. ("Bloomberg") or, if applicable, the closing bid price
     of the Common Stock in the over-the-counter market on the OTC Electronic
     Bulletin Board for such security as reported by Bloomberg, or, if no
     closing bid price is reported for the Common Stock by Bloomberg, then
     the average of the bid prices of any market makers quoting the Common
     Stock on the most nationally recognized of the mediums where the Common
     Stock is quoted and/or trading.  "Trading Days" shall mean any day on
     which the Common Stock is traded for any period on the principal
     securities exchange or other securities market on which the Common Stock
     is then being traded.  The conversion rate (the "Conversion Rate"),
     based upon the Conversion Price, shall be subject to adjustment pursuant
     to Section 5.04.

          5.04    The Common Stock to be received in conversion of the 2004
     Series A Convertible Preferred Stock shall be "restricted securities" as
     that term is defined in Rule 144 of the United States Securities and
     Exchange Commission, and the requisite holding period required by Rule
     144 shall commence, for all purposes of resale under Rule 144, on the
     date of conversion of the 2004 Series A Convertible Preferred Stock by
     the holder or holders thereof.  The holders agree that they may not
     "tack" the holding period of their 2004 Series A Preferred Stock to that
     of the Conversion Stock into which it is converted, regardless of
     applicable laws, rules or regulations.

          5.05 In order to prevent dilution of the rights granted
     hereunder, the Conversion Rate and liquidated voting rights shall be
     subject to adjustment from time to time in accordance with this Section
     5.04.

               (a)  In the event the corporation shall declare a dividend
                    or make any other distribution on any capital stock of
                    the corporation payable in Common Stock, options to
                    purchase Common Stock, or securities convertible into
                    Common Stock of the corporation or shall at any time
                    subdivide (other than by means of a dividend payable
                    in Common Stock) its outstanding shares of Common
                    Stock into a greater number of shares or combine such
                    outstanding stock into a smaller number of shares,
                    then in each such event, the Conversion Rate in effect
                    immediately prior to such combination shall be
                    adjusted so that the holders of the 2004 Series A
                    Convertible Preferred Stock shall be entitled to
                    receive the kind and number of shares of Common Stock
                    or other securities of the corporation which they
                    would have owned or have been entitled to receive
                    after the happening of any of the events described
                    above, had such shares of the 2004 Series A
                    Convertible Preferred Stock been converted immediately
                    prior to the happening of such event or any record
                    date with respect thereto; an adjustment made pursuant
                    to this paragraph (a) shall become effective
                    immediately after the effective date of such event
                    retroactive to the record date for such event.

               (b)  If any capital reorganization or reclassification of
                    the capital stock of the corporation, consolidation or
                    merger of the corporation with another corporation, or
                    the sale of all or substantially all of its assets to
                    another corporation shall be effected in such a way
                    that holders of Common Stock shall be entitled to
                    receive stock, securities or assets with respect to or
                    in exchange for Common Stock, then, as a condition of
                    such reorganization, reclassification, consolidation,
                    merger, or sale, lawful adequate provisions shall be
                    made whereby the holders of the 2004 Series A
                    Convertible Preferred Stock shall thereafter, subject
                    to prior redemption by the corporation, have the right
                    to acquire and receive on conversion of the 2004
                    Series A Convertible Preferred Stock such shares of
                    stock, securities or assets as would have been
                    issuable or payable (as part of the reorganization,
                    reclassification, consolidation, merger or sale) with
                    respect to or in exchange for such number of
                    outstanding shares of the corporation's Common Stock
                    as would have been received on conversion of the 2004
                    Series A Convertible Preferred Stock immediately
                    before such reorganization, reclassification,
                    consolidation, merger or sale.  In any such case,
                    appropriate provisions shall be made with respect to
                    the rights and interests of the holders of the 2004
                    Series A Convertible Preferred Stock to the end that
                    the provisions hereof (including without limitations
                    provisions for adjustments of the Conversion Rate and
                    for the number of shares issuable on conversion of the
                    2004 Series A Convertible Preferred Stock) shall
                    thereafter be applicable in relation to any shares of
                    stock, securities or assets thereafter deliverable on
                    the conversion of the 2004 Series A Convertible
                    Preferred Stock.  In the event of a merger or
                    consolidation of the corporation with or into another
                    corporation or the sale of all or substantially all of
                    its assets as a result of which a number of shares of
                    Common Stock of the surviving or purchasing
                    corporation greater or lesser than the number of
                    shares of Common Stock of the corporation outstanding
                    immediately prior to such merger, consolidation, or
                    purchase are issuable to holders of Common Stock of
                    the corporation, then the Conversion Rate in effect
                    immediately prior to such merger, consolidation, or
                    purchase shall be adjusted in the same manner as
                    though there was a subdivision or combination of the
                    outstanding shares of Common Stock of the corporation.

               (c)  No adjustment shall be made in the Conversion Rate of
                    the number of shares of Common Stock issuable on
                    conversion of 2004 Series A Convertible Preferred
                    Stock:

                    (i)  In connection with the offer and sale of any
                         shares of 2004 Series A Convertible Preferred
                         Stock;

                    (ii) In connection with the issuance of any Common
                         Stock, securities or assets on conversion or
                         redemption of shares of 2004 Series A
                         Convertible Preferred Stock;

                    (iii)In connection with the issuance of any shares of
                         Common Stock, securities or assets on account of
                         the anti-dilution provisions set forth in this
                         Section 5.05;

                    (iv) In connection with the purchase or other
                         acquisition by the corporation of any capital
                         stock, evidence of its indebtedness or other
                         securities of the corporation; or

                    (v)  In connection with the sale or exchange by the
                         corporation of any Common Stock, evidence of its
                         indebtedness, or other securities of the
                         corporation, including securities containing the
                         right to subscribe for or purchase Common Stock
                         or 2004 Series A Convertible Preferred Stock of
                         the corporation.

          5.06 The corporation covenants and agrees that:

               (a)  The shares of Common Stock issuable on any conversion
                    of any shares of 2004 Series A Convertible Preferred
                    Stock shall have been deemed to have been issued to
                    the person on the Conversion Date, and on the
                    Conversion Date, such person shall be deemed for all
                    purposes to have become the record holder of such
                    Common Stock.

               (b)  ll shares of Common Stock issued on any conversion of
                    the 2004 Series A Convertible Preferred Stock will, on
                    issuance, be fully paid and non-assessable and free
                    from all taxes, liens and charges with respect to the
                    issue thereof.  Without limiting the generality of the
                    foregoing, the corporation will from time to time take
                    all such action as may be requisite to assure that the
                    par value of the unissued Common Stock on any
                    conversion of the 2004 Series A Convertible Preferred
                    Stock is at all times equal to or less than the amount
                    determined by dividing the par value of a share of
                    2004 Series A Convertible Preferred Stock by the
                    number shares of Common Stock on conversion of such
                    shares.

               (c)  The issuance of certificates for Common Stock on
                    conversion of the 2004 Series A Convertible Preferred
                    Stock shall be made without charge to the registered
                    holder thereof for any issuance tax in respect thereof
                    or other costs incurred by the corporation in
                    connection with the conversion of the 2004 Series A
                    Convertible Preferred Stock and the related issuance
                    of Common Stock.

     6.   Redemption

          6.01 Subject to the requirements and limitations of the corporate
     law of the State of Utah, the corporation shall have the right to redeem
     shares of the 2004 Series A Convertible Preferred Stock on the following
     terms and conditions.

          6.02 The shares of the 2004 Series A Convertible Preferred Stock
     are subject to redemption by the corporation at any time after the
     corporation has three market makers offering a quote on shares of Common
     Stock on any nationally recognized medium or  ninety (90) days after the
     shares of Common Stock are first listed for trading on any nationally
     recognized stock exchange.  Redemption shall be pursuant to written
     notice of redemption given to the holders thereof on not less than
     thirty (30) days, specifying the date on which the 2004 Series A
     Convertible Preferred Stock shall be redeemed (the "Redemption Date").

          6.03    The redemption price for each share of 2004 Series A
     convertible Preferred Stock shall be one hundred ten (110%) percent of
     the stated value of the shares where stated value is the purchase price
     for the shares plus any unpaid dividends, if applicable, on such share
     as of the Redemption Date (the "Redemption Price").  The Redemption
     Price shall be paid in part, or in full, with shares of Common Stock of
     the corporation that are "restricted securities" as that term is defined
     in Rule 144 of the United States Securities and Exchange Commission.
     The number of shares of Common Stock issuable for each share of the 2004
     Series A Convertible Preferred Stock redeemed for accrued but unpaid
     dividends shall be equal to fifty percent (50%) of the dollar value of
     the average of the closing bid price for the Common Stock for the five
     (5) consecutive Trading Days immediately prior to the redemption date
     divided by the dollar amount of accrued but unpaid dividends.

          6.04  Redemption of the 2004 Series A Convertible Preferred Stock
     shall be made in the following manner:

               (a)  The corporation shall notify the transfer agent of the
                    corporation's Common Stock (the "Transfer Agent"), of
                    its intention to redeem the 2004 Series A Convertible
                    Preferred Stock.  Such notice shall include a list of
                    all holders of the 2004 Series A Convertible Preferred
                    Stock outstanding as of the most recent practicable
                    date and a statement of the number of shares of 2004
                    Series A Convertible Stock to be redeemed and the
                    manner in which the Redemption Price is to be paid.
                    At least ten (10) days prior to the date that written
                    notice of redemption is given to the holders of the
                    2004 Series A Convertible Preferred Stock, the
                    corporation shall make appropriate arrangements with
                    the Transfer Agent for the delivery of funds and/or
                    Common Stock necessary to make payment of the
                    Redemption Price for all shares of the 2004 Series A
                    Convertible Preferred Stock redeemed by the
                    corporation.

               (b)  The holder of any shares of 2004 Series A Convertible
                    Preferred Stock so redeemed shall be required to
                    tender the certificates representing such shares, duly
                    endorsed, to the Transfer Agent in exchange for
                    payment of the Redemption Price and re-issuance of the
                    balance of the 2004 Series A Convertible Preferred
                    Stock not otherwise converted or redeemed.  On such
                    surrender, the Transfer Agent shall cause to be issued
                    and delivered a check or Common Stock, with all
                    reasonable dispatch to the holder and such name or
                    names as the holder may designate.  Subsequent to
                    notice of redemption and prior to the redemption date,
                    shares of the 2004 Series A Convertible Preferred
                    Stock may still be converted to Common Stock pursuant
                    to Section 5 hereof.

               (c)  The corporation may redeem a portion or all of the
                    issued and outstanding shares of the 2004 Series A
                    Convertible Preferred Stock; provided, that in the
                    event that less than all of the outstanding shares of
                    the 2004 Series A Convertible Preferred Stock are
                    redeemed, such redemption shall be pro rata determined
                    on the basis of the number of shares of the 2004
                    Series A Convertible Preferred Stock held by each
                    holder reflected on the stock records and the total
                    number of shares of 2004 Series A Convertible
                    Preferred Stock outstanding.

               (d)  Following the expiration of a period of thirty (30)
                    days following the Redemption Date, the Transfer Agent
                    shall provide to the corporation a complete accounting
                    of the 2004 Series A Convertible Preferred Stock
                    redeemed and a list of all shares of 2004 Series A
                    Convertible Preferred Stock remaining unconverted and
                    not returned to the corporation for redemption.  Any
                    certificates representing the 2004 Series A
                    Convertible Preferred Stock received by the Transfer
                    Agent subsequent to the accounting by the Transfer
                    Agent to the corporation will be promptly delivered to
                    the corporation.  The corporation shall pay all costs
                    associated with establishing and maintaining any bank
                    accounts for funds deposited with the Transfer Agent,
                    including the costs of issuing any checks or shares of
                    Common Stock.

               (e)  The corporation may not deliver notice of redemption
                    to any holder of the 2004 Series A Convertible
                    Preferred Stock which would cause the holder's
                    election to convert the 2004 Series A Convertible
                    Preferred Stock to Common Stock or cash to be in
                    violation of any federal or state securities laws,
                    including but not limited to, Section 16 of the
                    Securities Exchange Act of 1934, as amended.

     7.   Return of Capital.   If the corporation does not have its
securities listed for trading on any nationally recognized stock exchange
within two years of the date of issuance of the 2004 Series A Preferred Stock
and provided that the 2004 Series A Preferred Stock has not been converted or
redeemed, the corporation covenants and agrees to repurchase the shares of
2004 Series A Preferred Stock at a price equal to the purchase price plus
interest at the rate of eight (8%) percent from the date of purchase.  The
corporation shall repay the purchase price and interest starting twenty four
(24) months from the purchase date and make equal monthly payments over three
years at eight (8%) percent interest.

     8.   Additional Provisions

          8.01 No change in the provisions of the 2004 Series A Convertible
     Preferred Stock set forth in this Designation affecting any interests of
     the holders of any shares of 2004 Series A Convertible Preferred Stock
     shall be binding or effective unless such change shall have been
     approved or consented to by the holders of 2004 Series A Convertible
     Preferred Stock in the manner provided in the corporation laws of the
     State of Utah, as the same may be amended from time to time.

          8.02 The shares of 2004 Series A Convertible Preferred Stock
     shall be transferable only on the books of the corporation maintained at
     its principal office, on delivery thereof duly endorsed by the holder or
     by his/her/its duly authorized attorney or representative or accompanied
     by proper evidence of succession, assignment, or authority to transfer.
     In all cases of transfer by an attorney, the original letter of
     attorney, duly approved, or an official copy thereof, duly certified,
     shall be deposited and remain with the corporation.  In case of transfer
     by executors, administrators, guardians or other legal representatives,
     duly authenticated evidence of their authority shall be produced and may
     be required to be deposited and remain with the new certificate
     representing the share of 2004 Series A Convertible Preferred Stock so
     transferred to the person entitled thereto.

          8.03 The corporation shall not be required to issue any
     fractional shares of Common Stock on the conversion or redemption of any
     share of 2004 Series A Convertible Preferred Stock.

          8.04      Any notice required or permitted to be given to the
     holders of the 2004 Series A Convertible Preferred Stock under this
     Designation shall be deemed to have been duly given if mailed by first
     class mail, postage prepared to such holders at their respective
     addresses appearing on the stock records maintained by or for the
     corporation and shall be deemed to have been given as of the date
     deposited in the United States mail.

          Fully paid stock of this corporation shall not be liable to any
further call or assessment.

          THIRD:    These amendments do not provide for any exchange,
reclassification or cancellation of issued shares.

          FOURTH:   The effective date of these amendments shall be the
date of the filing of these Articles of Amendment.

          FIFTH:    These amendments were adopted by the Board of
Directors without stockholder action, pursuant to Section 16-10a-602 of the
Act.

          IN WITNESS WHEREOF, the undersigned President and Secretary,
having been thereunto duly authorized, have executed the foregoing Articles of
Amendment for the corporation under the penalty of perjury this 8th day of
November, 2004.

                                   REFLECT SCIENTIFIC, INC.


                                   By/s/Kim Boyce
                                         Kim Boyce, President
Attest:


/s/Pamela Boyce
Pamela Boyce, Secretary