Exhibit 3.1

                                    AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.


      On  August  8,  2001,  Innovative  Software  Technologies,  Inc.  filed  a
Certificate  of  Amendment  of Articles  of  Incorporation  with the  California
Secretary  of  State,   certifying   that  Article  FIFTH  of  the  Articles  of
Incorporation was amended to read as follows:

                                  ARTICLE FIVE

      The total number of shares of stock which the  corporation  shall have the
authority to issue 125,000,000 consisting of 100,000,000 shares of Common Stock,
$0.001 par value share  ("Common  Stock"),  and  25,000,00  shares of  Preferred
Stock, having no par value per share (the Preferred Stock).

      Dividends  may be paid upon the Common  Stock as and when  declared by the
Board  of  Directors  of the  Corporation  out of any  funds  legally  available
therefore.  The rights,  preferences,  privileges and restrictions granted to or
imposed  upon the  Preferred  Stock  will  later be  determined  by the board of
directors.