Exhibit 3.1

              Certificate of Amendment to Articles of Incorporation
                         For Nevada Profit Corporations
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                              -Remit in Duplicate-

1.    Name of corporation: Leadville Mining & Milling Corp.

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

ARTICLE I of the Articles of Incorporation of the corporation has been amended
and, as amended, reads as follows:

      "NAME: THE NAME OF THE CORPORATION IS CAPITAL GOLD CORPORATION."

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:
      31,880,340.*

4.    Officer Signature:


      s/ Gifford A. Dieterle                s/ Jeffrey W. Pritchard
      ---------------------------------     ------------------------------------
      Gifford A. Dieterle, President        Jeffrey W. Pritchard, Vice President

      *If any proposed amendment would alter or change any preference or any
      relative or other right given to any class or series of outstanding share,
      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 remit the
      proper fees may cause this filing to be rejected