Exhibit 2.01

                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                               CERTRON CORPORATION


         The undersigned hereby certify that:

1.                         They are the Chairman of the Board and the Secretary,
                           respectively, of Certron Corporation, a California
                           corporation.

2.                         The provision of Article V of the Articles of
                           Incorporation of Certron Corporation, as amended,
                           which now reads:

                  "The total number of shares of stock which this corporation
                  shall have authority to issue is 10,500,000 shares. The
                  aggregate par value of all shares that are to have par value
                  is Five Hundred Thousand Dollars ($500,000). The number of
                  shares of Preferred Stock authorized is 500,000 shares, and
                  the par value of each of such shares is one dollar ($1.00).
                  The number of shares of Common Stock authorized is 10,000,000
                  shares, and each such common share shall be without par
                  value."

         is hereby amended to read in its entirety as follows:

                  "The total number of shares of stock which this corporation
                  shall have authority to issue is 150,500,000 shares. The
                  aggregate par value of all shares that are to have par value
                  is Five Hundred Thousand Dollars ($500,000). The number of
                  shares of Preferred Stock authorized is 500,000 shares, and
                  the par value of each of such shares is one dollar ($1.00).
                  The number of shares of Common Stock authorized is 150,000,000
                  shares, and each such common share shall be without par
                  value."

3.                         The foregoing amendment of the Articles of
                           Incorporation of Certron Corporation has been duly
                           approved by the Board of Directors of Certron
                           Corporation.

4.                         The foregoing amendment of the Articles of
                           Incorporation of Certron Corporation has been duly
                           approved by the required vote of shareholders in
                           accordance with Section 902 and Section 903 of the
                           California Corporations Code. The total number of
                           outstanding shares is 3,128,306 shares of Common
                           Stock, the only class outstanding and the only class
                           entitled to vote with respect to the foregoing
                           amendment. The number of shares voting in favor of
                           the amendment equaled or exceeded the vote required.
                           The percentage vote required was more than 50% of the
                           outstanding shares of Common Stock.






         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.

         Dated:  February 2,  2005

                                      /s/ Michael S. Kass

                                      -----------------------------------------
                                      Michael S. Kass, Executive Vice President


                                      /s/Susan E. Kass

                                      -----------------------------------------
                                      Susan E. Kass