Exhibit 3.1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WASTE2ENERGY HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF JANUARY, A.D. 2010, AT 3:56 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
4517108 8100
100060197 | 
| /s/ Jeffrey W. Bullock |
Jeffrey W. Bullock, Secretary of State |
AUTHENTICATION: 7773639
DATE: 01-22-10 |
You may verify this certificate online
at corp.delaware.gov/authver.shtml
1
| | State of Delaware |
| | Secretary of State |
| | Division of Corporations |
| | Delivered 04:07 PM 01/21/2010 |
| | FILED 03:56 PM 01/21/2010 |
| | SRV 100060197 - 4517108 FILE |
Certificate of Amendment
of
Certificate of Incorporation
of
Waste2Energy Holdings, Inc.
Under Section 242 of the Delaware General Corporation Law
Waste2Energy Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:
1. The Certificate of Incorporation of the Corporation is hereby amended by changing ARTICLE FOURTH, so that, as amended, said ARTICLE FOURTH shall be and read as follows:
FOURTH: The total number of shares of stock which this corporation is authorized to issue, is two hundred million (200,000,000) shares of common stock with a par value of $0.0001.
2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, I have signed this Certificate this 19th day of January, 2010
| /s/ Peter Bohan |
| Peter Bohan |
| Chief Executive Officer |
