EXHIBIT 3.3

                   STATE OF DELAWARE CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION
                                       OF
                             EZCOMM ENTERPRISES INC.

EZCOMM  Enterprises  Inc., a  corporation  organized  and existing  under and by
virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of EZCOMM  Enterprises  Inc.  duly adopted a
resolution to amend the original  Certificate of  Incorporation,  declaring said
amendment to be  advisable,  and calling a meeting of the  stockholders  of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment as follows:

RESOLVED,  that the Certificate of  Incorporation of this corporation be amended
by changing the Article  thereof  numbered  "FOURTH" so that,  as amended,  said
Article will be read as follows:

     "The total number of shares of stock which this  corporation  is authorized
to issue is:

     Four hundred and eighty  million  (480,000,000)  shares with a par value of
     One Tenth of One Million  ($0.0001) per share,  which are Common Stock, and
     Twenty  Million  (20,000,000)  shares  with a par value of One Tenth of One
     Million ($0.0001) which are Preferred Stock."

SECOND: That thereafter,  pursuant to a resolution of its Board of Directors,  a
special  meeting of  stockholders  of said  corporation was duly called and held
upon notice in  accordance  with ss.222 of the  General  Corporation  Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favour of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
ss.242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF,  this certificate to be signed by Peter Braun,  President of
EZCOMM Enterprises, Inc., this 22nd day of July, 2004.


                                            /s/ Peter Braun
                                            ------------------------------
                                            Peter Braun, President