EXHIBIT 3.01


[STATE SEAL]                   DEAN HELLER
                               Secretary of State
                               204 North Carson Street, Suite 1
                               Carson City, Nevada  85701-4299
                               (775) 684-5708
                               Website:  secretaryofstate.biz

                                     [STAMPED/HANDWRITTEN: FILED # /S/ C27994-97
                                                                   -------------

                                                          [STAMPED: SEP 28 2004]

                                                      [STAMPED: IN THE OFFICE OF
                                                                     [ILLEGIBLE]
                                                DEAN HELLER, SECRETARY OF STATE]

                                            [ABOVE SPACE IS FOR OFFICE USE ONLY]

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                            CERTIFICATE OF AMENDMENT
                       (PURSUANT TO NRS 78.385 AND 78.390)
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IMPORTANT:  READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM.

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                         FOR NEVADA PROFIT CORPORATIONS

          (PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)

1.    Name of corporation: REWARD ENTERPRISES, INC.

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

      Article VI of the Articles of  Incorporation  of the Corporation  shall be
      amended to read as follows:

      Article VI - Authorized Shares

      The   Corporation   shall  have  the   authority  to  issue  Five  Billion
      (5,000,000,000) shares of Common Stock, $.001 par value per share, and Ten
      Million  (10,000,000)  shares of  Preferred  Stock,  $0.001  par value per
      share.  The Board of Directors is expressly  vested with the  authority to
      determine and  establish,  from time to time by duly adopted  resolutions,
      the voting powers, designations,  preferences,  limitations,  restrictions
      and relative rights of each class or series of preferred stock.

      3. The vote by which the  stockholders  holding shares in the  corporation
      entitling  them to exercise at least a majority  of the voting  power,  or
      such greater proportion of the voting power as may be required in the case
      of a vote by classes or series, or as may be required by the provisions of
      the articles of  incorporation  have voted in favor of the  amendment  is:
      52.08%.

4.    Effective date of filing (optional):

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            (must not be later  than 20 days  after  the  certificate  is filed)

5.    Officer Signature (required): /s/ Earl Ingarfield
                                    -----------------------

*If any proposed  amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote.  In  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.


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. schedule.