Exhibit 3.4
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                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                             WELLSONE FILTERS, INC.
                            (a Delaware corporation)


         Wellstone Filters, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware:

         DOES HEREBY CERTIFY:

         1. The following  resolution has been unanimously  adopted by the board
of directors and a majority of the stockholders of the Corporation in accordance
with  Section 242 of the  Delaware  General  Corporation  Law for the purpose of
amending the corporation's Certificate of Incorporation.  The resolution setting
forth the proposed amendment is as follows:

         RESOLVED,  that the Certificate of  Incorporation of the Corporation be
         amended by changing the Article thereof  numbered  "FOURTH" so that, as
         amended, said Article shall be and read as follows:

         FOURTH: The total number of shares of all classes which the Corporation
         is  authorized  to  have  outstanding  is  Three  Hundred  One  Million
         (301,000,000) shares of which stock Three Hundred Million (300,000,000)
         shares in the par value of $.001 each,  amounting  in the  aggregate of
         Three Hundred Thousand Dollars  ($300,000) shall be common stock and of
         which One  Million  (1,000,000)  shares in the par value of $.001 each,
         amounting in the aggregate to One Thousand  Dollars  ($1,000)  shall be
         preferred  stock.  The board of  directors  is  authorized,  subject to
         limitations  prescribed  by law,  to provide  for the  issuance  of the
         authorized  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  the  qualifications,   limitations  or  restrictions
         thereof.  The  authority of the board with respect to each series shall
         include, but not be limited to, determination of the following:

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

              (b) The  dividend  rate on the  shares  of  that  series,  whether
         dividends  shall be  cumulative,  and, if so, from which date or dates,
         and the relative rights of priority, if any, of payment of dividends on
         shares of that series;

              (c) 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;

              (d) 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 of
         Directors shall determine;

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              (e) 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 rates;

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

              (g) 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;

              (h) Any other relative rights, preferences and limitations of that
         series, unless otherwise provided by the certificate of determination.


         2.  That  said  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,  Welstone Filters, Inc. has caused this certificate
to be signed by its duly authorized officer, this 20th day of July, 2004.


WELLSTONE FILTERS, INC.




Learned J. Hand, Chief Executive Officer and Secretary



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