Exhibit 3.01


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         GL ENERGY AND EXPLORATION INC.

                         -------------------------------

                         Pursuant to Section 228 of the
                       General Corporation Law of Delaware

                         -------------------------------


         The   undersigned   President  of  GL  Energy  and   Exploration   Inc.
("Corporation") DOES HEREBY CERTIFY:

         FIRST:   The name of the Corporation is GL Energy and Exploration Inc.
         -----

         SECOND:  The Certificate of  Incorporation of the Corporation is hereby
         ------
amended by deleting the first paragraph of Article FOURTH in its entirety and by
substituting the following in lieu thereof:

         FOURTH:  The total  number of shares of  capital  stock of all  classes
         ------
which the Corporation  shall have authority to issue is 105,000,000  shares,  of
which 5,000,000  shares shall be Preferred Stock, par value $.001 per share, and
100,000,000 shares shall be Common Stock, par value $.001 per share."

         Preferred Stock

         1.     Shares of Preferred Stock may be issued in one or more series at
such time or times and for such  consideration  as the  Board of  Directors  may
determine.  All shares of any one series shall be of equal rank and identical in
all respects.

         2.     Authority is hereby expressly  granted to the Board of Directors
to fix  from  time to time,  by  resolution  or  resolutions  providing  for the
establishment  and/or issuance of any series of Preferred Stock, the designation
of the  series  and the  powers,  preferences,  and  rights of the shares of the
series, and the qualifications,  limitations, or restrictions thereof, including
the following:

                (a)   The   distinctive   designation   and   number  of  shares
comprising the series,  which number may, except where otherwise provided by the
Board of Directors in creating the series,  be increased or decreased  from time
to time by action of the Board of Directors,  but not below the number of shares
then outstanding;

                (b)   The  rate of  dividends,  if any,  on the  shares  of that
series,  whether  dividends  shall be  noncumulative,  cumulative  to the extent
earned,  or  cumulative,  and if cumulative,  from which date or dates,  whether
dividends  shall be payable in cash,  property,  or rights,  or in shares of the
Corporation's  capital stock,  and the relative  rights of priority,  if any, of
payment of dividends on shares of that series over shares of any other series;

                (c)   Whether the shares of that series shall be redeemable and,
if so, the terms and conditions of the  redemption,  including the date or dates
upon or after which they shall be redeemable,  the event or events upon or after
which they shall be redeemable or at whose option 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,  or the property or
rights,  including  securities  of any  other  corporation,  payable  in case of
redemption;



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                (d)   Whether  that  series  shall  have a sinking  fund for the
redemption  or  purchase  of shares of that  series  and,  if so,  the terms and
amounts payable into the sinking fund;

                (e)   The  rights to which  the  holders  of the  shares of that
series shall be entitled 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 in any such event;

                (f)   Whether  the shares of that  series  shall be  convertible
into or exchangeable  for shares of stock of any other class or any other series
and, if so, the terms and  conditions of the  conversion or exchange,  including
the rate or rates of  conversion  or  exchange,  the date or dates upon or after
which they shall be  convertible  or  exchangeable,  the duration for which they
shall be  convertible or  exchangeable,  the event or events upon or after which
they shall be  convertible  or  exchangeable  or at whose  option  they shall be
convertible or exchangeable,  and the method,  if any, of adjusting the rates of
conversion  or  exchange  in  the  event  of  a  stock  split,  stock  dividend,
combination of shares, or similar event;

                (g)   Whether  the  issuance  of any  additional  shares  of the
series,  or of any shares of any other series,  shall be subject to restrictions
as to issuance,  or as to the powers,  preferences,  or rights of any such other
series; and

                (h)   Any  other   preferences,   privileges,   and  powers  and
relative,  participating,  optional, or other special rights and qualifications,
limitations,  or restrictions of the series,  as the Board of Directors may deem
advisable  and  as  shall  not be  inconsistent  with  the  provisions  of  this
Certificate of Incorporation  and to the full extent now or hereafter  permitted
by the laws of the State of Delaware.

         Common Stock

         1.     After the requirements  with respect to preferential  dividends,
if any, on any series of Preferred Stock, fixed pursuant to paragraph A(2)(b) of
this Article Fourth shall have been met, then, and not otherwise, the holders of
Common Stock shall receive, to the extent permitted by law and to the extent the
Board of Directors shall determine,  such dividends as may be declared from time
to time by the Board of Directors.

         2.     After  distribution in full of the preferential  amount, if any,
fixed pursuant to paragraph A(2)(e) of this Article Fourth, to be distributed to
the holders of any series of  Preferred  Stock in the event of the  voluntary or
involuntary  liquidation,  dissolution,  or winding-up of the  Corporation,  the
holders of the Common Stock shall be entitled to receive  such of the  remaining
assets of the  Corporation  of whatever kind available for  distribution  to the
extent the Board of Directors shall determine.

         3.     Except  as  may  be  otherwise   required  by  law  or  by  this
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of such stock held by him on all matters voted upon by the
stockholders.

         Preemptive Rights

         No holder of shares of the  Corporation of any class,  now or hereafter
authorized,  shall have any  preferential or preemptive  right to subscribe for,
purchase, or receive any shares of stock of the Corporation of any class, now or
hereafter authorized,  or any options or warrants for such shares, or any rights
to subscribe to or purchase such shares,  or any securities  convertible into or
exchangeable  for such  shares,  which  may at any time or from  time to time be
issued, sold, or offered for sale by the Corporation.



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         THIRD:   The foregoing  Amendment of the  Certificate of  Incorporation
         -----
was duly approved by the Corporation's Board of Directors in accordance with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware  and  thereafter  was duly  adopted by the  consent of the holders of a
majority of the  outstanding  voting stock of the Corporation in accordance with
the  provisions  of Sections 228 and 242 of the General  Corporation  Law of the
State of Delaware.

         IN WITNESS WHEREOF,  I have executed this Certificate of Amendment this
4th day of September, 2002.

                                           /s/ Mitchell Geisler
                                           --------------------
                                           Mitchell Geisler, President





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