`EXHIBIT 3.3

                              ARTICLE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                                 HYDROFLO, INC.



Pursuant toss.55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:

1.      The name of the Corporation is "HydroFlo, Inc."

2.      The amendment adopted by a majority of the shareholders on March 1, 2004,
        serves to increase the authorized number of shares of common stock from
        20,000,000 to 500,000,000

3.      The above amendment was approved by written unanimous approval of the
        directors and a majority of the shareholders in accordance with the
        requirements ofss.55-10-03 of the North Carolina General Statutes.

4.      These articles will be effective upon filing.


        This the 10th day of March 2004.


        HydroFlo, Inc.



        By: /S/ Dennis L Mast
            Dennis L. Mast, Chairman & CEO




                                       1



                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS
                     PREFERENCES AND RELATIVE, PARTICIPATING
                   OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
                 QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND
                     OTHER DISTINGUISHING CHARACTERISTICS OF
                            SERIES A PREFERRED STOCK
                                       OF
                                 HYDROFLO, INC.



It is hereby certified that:

        1. The name of the corporation (hereinafter called the "Corporation) is
HYDROFLO, INC.

        2. The Articles of incorporation of the Corporation authorizes issuance of
5,000,000 shares of Preferred Stock with a par value to be determined by the
Board of Directors and expressly vests in the Board of Directors of the
Corporation the authority provided therein to issue any or all of said shares in
one or more series and by resolution or resolutions, the designation, number,
full or limited voting powers, or the denial of voting powers, preferences and
relative participating, optional , and other special rights and the
qualifications, limitations, restrictions, and other distinguishing
characteristics of each series to be issued.

        3. The Board of Directors of the Corporation, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating a Series A issue of Preferred Stock:

RESOLVED, that four million (4,000,000) shares of the Preferred Stock (par value
$0.001 per share) are authorized to be issued by this Corporation pursuant to
its Articles of incorporation, and that there be and hereby is authorized and
created a series of preferred stock, hereby designed as the Series A Preferred
Stock, which shall have the voting powers, designations, preferences and
relative participating, optional or other rights, if any, or the qualifications,
limitations, or restrictions, set forth in such certificate of incorporation and
in addition thereto, those following:

(a)     DESIGNATION. The Preferred Stock subject hereof shall be designated Series
        A Preferred Stock (Series A Preferred"). No other shares of Preferred Stock
        shall be designated as Series A Preferred stock.

(b)     DIVIDENDS. The holders of the shares of Series A Preferred shall not be
        entitled to receive dividends.

(c)     CONVERSION. The Series A Preferred shall, at the option of the holder
        thereof, at any time and from time to time commencing twelve (12) months
        following the date of issuance, be convertible into that number of fully
        paid and non-assessable share of the common stock of the Corporation, equal
        to three (3) times the number of the shares of Series A Preferred Stock
        being converted. The conversion right of the holders of Series A Preferred
        Stock shall be exercised by the surrender of the certificates representing
        shares to be converted to the Corporation or its transfer agent for the
        Series A Preferred, accompanied by written notice electing conversion.




                                       2




        Immediately prior to the close of business on the date the Corporation
        receives written notice of conversion, each converting holder of Series A
        Preferred shall be deemed to be the holder of record of common stock
        issuable upon conversion of such holder's Series A Preferred
        notwithstanding that the share register of the Corporation shall then be
        closed or that certificates representing such common stock shall not then
        be actually delivered to such person.

(d)     ADJUSTMENTS FOR RECLASSIFICATION AND REORGANIZATION. If the common stock
        issuable upon conversion of the Series A Preferred shall be changed into
        the same or different number of shares of any other class or classes of
        stock, whether by capital reorganization, reclassification or otherwise,
        the conversion rate shall, concurrently with the effectiveness of such
        reorganization or reclassification, be proportionately adjusted so that the
        Series A Preferred shall be convertible into, in lieu of the number of
        shares of common stock which the holders would otherwise have been entitled
        to receive, a number of shares of such other class or classes of stock
        equivalent to the number of shares of common stock that would have been
        subject to receipt by the holders upon conversion of the Series A Preferred
        immediately before that change.

(e)     REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If at any time
        or from time to time after the date of this Certificate, there is a capital
        reorganization of the common stock (reverse split, forward split, etc.) as
        a part of such capital reorganization, provision shall be made so that the
        holders of the Series A Preferred shall thereafter be entitled to receive
        upon conversion of the Series A Preferred the same number of shares of
        common stock to which that holder would have been entitled prior to such
        capital reorganization. In essence, the number of Series A Preferred Stock
        authorized, issued and outstanding, and the number of shares of common
        stock into which such Series A Preferred is convertible, shall not be
        affected by any such capital reorganization.

(f)     NO IMPAIRMENT. The Corporation will not, by amendment of its Certificate of
        Incorporation or through any reorganization, transfer of assets,
        consolidation, merger, dissolution, issue or sale of securities or any
        other voluntary action, avoid or seek to avoid the observance or
        performance of any of the terms to be observed or performed hereunder by
        the Corporation, but will at all times in good faith assist in the carrying
        out all the provisions of this Certificate and in the taking of all such
        action as may be necessary or appropriate in order to protect the
        conversion rights of the holders of the Series A Preferred against
        impairment.

(g)     RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation shall at all
        times reserve and keep available out of its authorized but unissued shares
        of common stock, solely for the purpose of effecting the conversion of the
        shares of the Series A Preferred, such number of its shares of common stock
        as shall from time to time be sufficient to effect the conversion of all
        outstanding shares of the Series A Preferred; and if at any time the number
        of authorized but unissued shares of common stock shall not be sufficient
        to effect the conversion of all then outstanding shares of the Series A
        Preferred, the Corporation will take such corporate action as my, in the
        opinion of its counsel, be necessary to increase its authorized but
        unissued shares of common stock to such number of shares as shall be
        sufficient for such purpose, including, without limitation, engaging in
        best efforts to obtain the requisite stockholder approval of any necessary
        amendment to this Certificate.




                                       3




(h)     REGISTRATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation shall cause
        to be registered with the Securities and Exchange Commission all shares of
        common stock into which the Series A Preferred are convertible so that the
        Series A Preferred holders shall, at the time of conversion, receive
        registered, free-trading shares of common stock. The Corporation shall bear
        all expense necessary with registering such shares of common stock and
        shall cause such registration to be in effect before the eligible
        conversion date hereinabove stated.

(i)     LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
        liquidation, dissolution or winding up of the Corporation, the holders of
        the Series A Preferred shall not be entitled to receive liquidation in
        preference to the holders of common shares or any other class or series of
        preferred stock. Rather, notwithstanding the twelve-month holding period
        set for above, the Series A Preferred shall automatically be converted into
        common stock at the conversion rate hereinabove stated.

(j)     INVOLUNTARY LIQUIDATION. In the event of involuntary liquidation, the
        shares of this series shall be entitled to the same amounts as in the event
        of voluntary liquidation.

(k)     OTHER RESTRICTIONS. There shall be no conditions or restrictions upon the
        creation of indebtedness of the Corporation, or any subsidiary or upon the
        creation of any other series of preferred stock with any other preferences.

(l)     VOTING. (i) The holder of shares of Series A Preferred shall not be
        entitled to vote such shares (except as otherwise expressly provided herein
        or as required by law, voting together with the Common Stock as a single
        class), but shall be entitled to notice of any stockholders' meeting in
        accordance with the Bylaws of the Corporation.

                (ii) In lieu of voting rights set forth in (l)(i) above, the holders
        of Series A Preferred, voting together as a class, shall be entitled to
        elect two (2) members of the Board of Directors at each meeting. In case of
        any vacancy of an office in the office of a director occurring among the
        directors elected by the holders of the4 Series A Preferred, the remaining
        director so elected by the holders of the Series A Preferred may elect a
        successor to hold the office for the unexpired term of the director whose
        place shall be vacant. Any director who shall have been elected by the
        holders of the Series A Preferred or any director so elected a s provided
        in the preceding sentence hereof, may be removed during the aforesaid term
        of office, whether with or without cause, only by the affirmative vote of
        the holders of a majority of the Series A Preferred.

(m)     STATED VALUE. The shares of Series A Preferred shall have a stated value of
        $0.001 per share.

(n)     OTHER PREFERENCES. The shares of the Series A Preferred shall no other
        preferences, rights, restrictions, or qualifications, except as otherwise
        provided by law or the certificate of incorporation of the Corporation.

FURTHER RESOLVED, that the statements contained in the foregoing resolution
creating and designating the said Series A Preferred Stock and fixing the
number, powers, preferences and relative, optional, participating, and other




                                       4




special rights and the qualifications, limitations, restrictions, and other
distinguishing characteristics therof shall, upon the effective date of said
series, be deemed to be included in and be a part of the certificate or
incorporation of the Corporation.


Signed on March 1, 2004


By Unanimous Consent of the Board of Directors:


/s/ Dennis L. Mast

/s/ Shane Traveler

/s/ Ross Smith



                                       5`