Exhibit 3.1.1


DEAN HELLER                                                     FILED # C2031-79
                                                                        --------
Secretary of State                                                   DEC 04 2003
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299                          IN THE OFFICE OF
(775) 684 5708                                           /S/ Dean Heller
Website: secretaryofstate.biz                    DEAN HELLER, SECRETARY OF STATE

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               Certificate of Amendment
          (PURSUANT TO NRS 78.385 and 78.390)
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                                              ABOVE SPACE IS 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 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

LIFESTREAM TECHNOLOGIES, INC.

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

ARTICLE FOUR. [CAPITAL STOCK]. The Corporation shall have the authority to issue
an aggregate of TWO HUNDRED AND SIXTY-FIVE Million (265,000,000) shares of
capital stack par value $0.001 per share. The capital stock shall be divided
into classes: Two Hundred and Fifty Million (250,000,000) shares of Common Stock
and Fifteen Million (15,000,000) shares of serial 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 articles of
incorporation have voted in favor of the amendment is: a majority

4. Effective date of filing (optional): Date Amendment filed with State of
Nevada (must not be later than 90 days after the certificate is filed)

5. Officer Signature (required):  /s/ Brett R. Sweezy, CFO, Lifestream
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*If any proposed amendment would alter or change any preference for 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 accompanies by appropriate fees.  See attached fee schedule.

                                  Nevada Secretary of State AM 78.385 Amend 2003
                                                              Revised on 11/3/03