<PAGE>   1
                                                                     EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 FLIGHTSERV.COM



                  FLIGHTSERV.COM (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

                  FIRST:   That, the Board of Directors of the Corporation
unanimously adopted a resolution setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable, and directing that said amendment be presented to the stockholders of
the Corporation for consideration by the stockholders. The resolution setting
forth the proposed amendment is as follows:

         "NOW THEREFORE BE IT RESOLVED, that the Certificate of Incorporation of
         the Corporation be amended to increase the number of authorized shares
         of capital stock of the Corporation and that such amendment be effected
         by deleting Article IV of the Certificate of Incorporation in its
         entirety and substituting in lieu thereof:

                  "IV: (A) The aggregate number of shares of stock of all
                  classes which the Corporation shall have authority to issue is
                  110,000,000 shares, of which 100,000,000 shares shall be
                  common stock of the par value of $.04 per share (the "Common
                  Stock") and 10,000,000 shares of preferred stock of the par
                  value of $.01 per share (the "Preferred Stock").

                  (B) The Board, or a duly authorized committee thereof, is
                  authorized, subject to limitations prescribed by law and the
                  provisions of this Article IV, to provide for the issuance of
                  the shares of Preferred Stock in series, and by filing a
                  certificate pursuant to the applicable law of the State of
                  Delaware, to establish from time to time the number of shares
                  to be included in each such series, and to fix the
                  designation, powers, preferences and rights of the shares of
                  each such series and the qualifications, limitations or
                  restrictions thereof. The authority of the Board with respect
                  to each series shall include but nor be limited to,
                  determination of the following:

                           (1)      the number of shares constituting that
                                    series and the distinctive designation of
                                    that series;

                           (2)      the dividend rate on the shares of that
                                    series, whether dividends shall be
                                    cumulative, and, if so, from which

<PAGE>   2


                                    date or dates, and the relative rights of
                                    priority, if any, of payment of dividends on
                                    shares of that series;

                           (3)      whether that series shall have voting
                                    rights, in addition to the voting rights
                                    provided by law, and , if so, the terms of
                                    such voting rights;

                           (4)      whether that series shall have conversion
                                    privileges, and, if so, the terms and
                                    conditions of such conversion, including
                                    provision for adjustment of the conversion
                                    rate in such events as the Board shall
                                    determine;

                           (5)      whether or not the shares of that series
                                    shall be redeemable, and, if so, the terms
                                    and conditions of such redemption, including
                                    the date or date upon or after which they
                                    shall be redeemable, and the amount per
                                    share payable in case of redemption, which
                                    amount may vary under different conditions
                                    and at different redemption dates;

                           (6)      whether that series shall have a sinking
                                    fund for the redemption or purchase of that
                                    series, and if so, the terms and amount of
                                    such sinking fund;

                           (7)      the rights of the shares of that series in
                                    the event of voluntary or involuntary
                                    liquidation, dissolution or winding up of
                                    the Corporation, and the relative rights of
                                    priority, if any, of payment of shares of
                                    that series; and

                           (8)      any other relative rights, preferences and
                                    limitations of that series.

                  Dividends on outstanding shares of Preferred Stock shall be
                  paid or declared and set apart for payment before any
                  dividends shall be paid or declared and set apart for payment
                  on the Common Stock with respect to the same dividend period.
                  If upon any voluntary or involuntary liquidation, dissolution
                  or winding up of the Corporation, the assets available for
                  distribution to holder of shares of Preferred Stock of all
                  series shall be insufficient to pay such holders the full
                  preferential amount to which they are entitled, then such
                  assets shall be distributed ratably among the shares of all
                  series of Preferred Stock in accordance with the respective
                  preferential amounts (including unpaid cumulative dividends,
                  if any) payable with respect thereto.


                  SECOND:  That the foregoing resolution has been adopted by the
a majority of the holders of record of all the outstanding stock of the
Corporation entitled to vote thereon.

<PAGE>   3


                  THIRD:   That the aforesaid amendment was duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.

                  IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed as of this 11th day of July, 2000.



                                    FLIGHTSERV.COM


                                    By:
                                       ------------------------
                                       Todd Bottorff, President