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8-K - CURRENT REPORT DATED 7-1-11 - SavWatt USA, Inc.g5471.txt

                                                                   Exhibit 3.1.1

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:47 PM 09/21/2011
FILED 03:47 PM 09/21/2011
SRV 111028483 - 4238660 FILE


                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of SavWatt USA, Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, 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 is 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 shall be and read in its entirety as follows:

"FOURTH: The total number of shares of all classes which the Corporation has
authority to issue is 5,000,000,000 of which 4,800,000,000 shall be Common Stock
with a par value of $.0001 per share and 200,000,000 shall be Preferred Stock
with a par value of $.0001 per share."

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 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 favor of the amendment.

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

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this 21st day of September, 2011.



By: /s/ Isaac H. Sutton
   ------------------------------------
   Authorized Officer
Title: President
Name:  Isaac H. Sutto