EXHIBIT 3.1

                     ARTICLES OF INCORPORATION, AS AMENDED


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DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684-5708
WEBSITE: secretaryofstate.biz

CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.380)                                FILED #c3800-04
                                                          May 19, 2004
                                                        In the Office of
                                                 Dean Heller, Secretary of State


                                                 ABOVE SPACE FOR OFFICE USE ONLY

IMPORTANT: READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                         FOR NEVADA PROFIT CORPORATIONS
               (PURSUANT TO NRS 78.380 - BEFORE ISSUANCE OF STOCK)

1.       Name of corporation:

         Patch Energy Inc.

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

         Article I

         The name of the corporation is Patch International Inc. (the
         "Corporation").

         Article II

         The amount of total authorized capital stock which the Corporation
         shall have authority to issue is 100,000,000 shares of common stock,
         each with $0.001 par value, and 1,000,000 shares of preferred stock,
         each with $0.01 par value. To the fullest extent permitted by the laws
         of the State of Nevada (currently set forth in NRS 78.195), as the same
         now exists or may hereafter be amended or supplemented, the Board of
         Directors may fix and determine the designations, rights, preferences
         or other variations of each class of series within each class of
         capital stock of the Corporation.

3.       The undersigned declare that they constitute AT LEAST TWO-THIRDS OF THE
         INCORPORATORS [ ], or of the BOARD OF DIRECTORS [X] (check one box
         only)

4.       Effective date of filing (optional):

5.       The undersigned affirmatively declare that to the date of this
         certificate, no stock of the corporation has been issued.

6.       Signatures*:

                                                 /s/ DAVID STADNYK
---------------------------------               --------------------------------
         Signature                                           Signature

*If more than two signatures, attach an 8 1/2 x 11 plain sheet with the
 additional signatures.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.  SEE ATTACHED FEE
SCHEDULE.




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                            ARTICLES OF INCORPORATION

                                       OF

                                PATCH ENERGY INC.


                                    ARTICLE I


         The name of the corporation is Patch Energy Inc. (the "Corporation").


                                   ARTICLE II

         The amount of total  authorized  capital  stock  which the  Corporation
shall have  authority to issue is 50,000,000  shares of common stock,  each with
$0.001 par value, and 1,000,000  shares of preferred stock,  each with $0.01 par
value.  To the  fullest  extent  permitted  by the laws of the  State of  Nevada
(currently set forth in NRS 78.195),  as the same now exists or may hereafter be
amended  or  supplemented,  the Board of  Directors  may fix and  determine  the
designations,  rights,  preferences or other  variations of each class or series
within each class of capital stock of the Corporation.

                                   ARTICLE III

         The business and affairs of the Corporation shall be managed by a Board
of Directors  which shall exercise all the powers of the  Corporation  except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of the State of Nevada. The number of members of the Board of Directors shall be
set in  accordance  with the  Company's  Bylaws;  however,  the initial Board of
Directors  shall  consist of one member.  The name and address of the person who
shall serve as the director until the first annual meeting of  stockholders  and
until his successors are duly elected and qualified is as follows:

NAME                            ADDRESS

David Stadnyk                   666 Burrard Street, Suite 1220
                                Vancouver, B.C.  V6C 2X8
                                CANADA

Winston Cabell                  666 Burrard Street, Suite 1220
                                Vancouver, B.C.  V6C 2X8
                                CANADA


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                                   ARTICLE IV

         The name and address of the  incorporator  of the Corporation is Fay M.
Matsukage, 455 Sherman Street, Suite 300, Denver, Colorado 80203.

                                    ARTICLE V

         To the  fullest  extent  permitted  by the laws of the  State of Nevada
(currently set forth in NRS 78.138),  as the same now exists or may hereafter be
amended or  supplemented,  no  director or officer of the  Corporation  shall be
liable to the  Corporation  or to its  stockholders  for  damages  for breach of
fiduciary duty as a director or officer.

                                   ARTICLE VI

         The Corporation  shall  indemnify,  to the fullest extent  permitted by
applicable law in effect from time to time, any person against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he is or
was a  director  or  officer  of the  Corporation,  he is or was  serving at the
request of the Corporation as a director,  officer, employee, or agent of, or in
any  similar   managerial  or  fiduciary   position  of,  another   corporation,
partnership,  joint venture,  trust or other  enterprise.  The Corporation shall
also  indemnify  any person who is  serving or has served the  Corporation  as a
director,  officer,  employee,  or agent of the Corporation to the extent and in
the manner provided in any bylaw,  resolution of the  shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible.

                                   ARTICLE VII

         The  owners  of  shares  of stock of the  Corporation  shall not have a
preemptive  right to acquire  unissued  shares,  treasury  shares or  securities
convertible into such shares.

                                  ARTICLE VIII

         Only the  shares of  capital  stock of the  Corporation  designated  at
issuance  as having  voting  rights  shall be  entitled  to vote at  meetings of
stockholders  of the  Corporation,  and only  stockholders  of  record of shares
having  voting  rights shall be entitled to notice of and to vote at meetings of
stockholders of the Corporation.



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                                   ARTICLE IX

         The  initial  resident  agent  of the  Corporation  shall  be  Paracorp
Incorporated,  whose street address is 318 N. Carson Street,  #208, Carson City,
Nevada 89701.

                                    ARTICLE X

         The provisions of NRS 78.378 to 78.3793  inclusive,  shall not apply to
the Corporation. Additionally, the provisions of NRS 78.411 to 78.444 inclusive,
shall not apply to the Corporation.

                                   ARTICLE XI

         The purposes for which the  Corporation is organized and its powers are
as follows:

         To engage in all lawful business; and

         To have, enjoy, and exercise all of the rights,  powers, and privileges
conferred upon corporations  incorporated pursuant to Nevada law, whether now or
hereafter in effect, and whether or not herein specifically mentioned.

                                   ARTICLE XII

         A majority  of the voting  power of the class or series that is present
in person or by proxy,  regardless of whether the proxy has authority to vote on
all matters, constitutes a quorum for the transaction of business. An act by the
stockholders  of each class or series is  approved  if a majority  of the voting
power of a quorum of the class or series votes for the action.

                                  ARTICLE XIII

         The holder of a bond,  debenture or other obligation of the Corporation
may have any of the rights of a  stockholder  in the  Corporation  to the extent
determined appropriate by the Board of Directors at the time of issuance of such
bond, debenture or other obligation.




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         IN WITNESS  WHEREOF,  the undersigned  incorporator  has executed these
Articles of Incorporation this 9th day of February, 2004.


                               By /s/ FAY M. MATSUKAGE
                                 ---------------------------------------
                                 Fay M. Matsukage
                                 Incorporator


















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