EXHIBIT 3.1.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                 XTRASAFE, INC.

         The undersigned, as the incorporator of XTRASAFE, Inc., a Florida
corporation, hereby certifies that on August 13, 2008, it was agreed that these
Amended and Restated Articles of Incorporation be filed with the Secretary of
State for the State of Florida.

         The undersigned further certify that the original Articles of
Incorporation of XTRASAFE, Inc., were filed with the Secretary of State for the
State of Florida on the 5th day of June, 2008.

         The exact text of the Amended and Restated Articles of Incorporation of
XTRASAFE, Inc., which amends Article I, Article II, Article III, Article IV,
Article V, Article VI, and Article VII, is as follows:

         FIRST. The name of this corporation is XTRASAFE, Inc.

         SECOND. The address of this corporation's registered office in the
State of Florida is 300 5TH Avenue South, Suite 101-330, Naples, FL. The name of
its resident agent at such address is David N. Williams.

         THIRD. The purpose of this corporation is to engage in any lawful act
or activity for which corporations may be organized pursuant to the General
Corporation Law of the State of Florida.

         FOURTH. The total number of shares of capital stock which this
corporation shall have authority to issue is one hundred million (100,000,000)
with a par value of $.001 per share amounting to $100,000.00 one hundred million
(100,000,000) of those shares are Common Stock. Each share of Common Stock shall
entitle the holder thereof to one vote, in person or by proxy, on any matter on
which action of the stockholders of this corporation is sought.

         FIFTH. This corporation shall have a perpetual existence.

         SIXTH. No director or officer of this corporation shall have any
personal liability to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, except that this Article
Sixth shall not eliminate or limit the liability of a director or officer for
(i) the payment of dividends in violation of the Florida General Corporation
Law. Any repeal or modification of this article by the stockholders of this
corporation shall not adversely affect any right or protection of any director
of this corporation existing at the time of such repeal or modification.

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         SEVENTH. This corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision specified in these
Articles of Incorporation, and other provisions authorized by the laws of the
State of Florida at any such time then in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to these Articles of Incorporation in
their present form or as hereafter amended are granted subject to the rights
reserved in this article.

         EIGHTH. Capital stock issued by this corporation after the amount of
the subscription price or par value therefor has been paid in full shall not be
subject to pay debts of this corporation, and no capital stock issued by this
corporation and for which payment has been made shall ever be assessable or
assessed.

         NINTH, (a) The affairs of this corporation shall be governed by a Board
of Directors of not more than fifteen (15) persons nor less than one (1) person,
as determined from time to time by vote of a majority of the Board of Directors
of this corporation; provided, however, that the number of directors shall not
be reduced so as to reduce the term of any director at the time in office. The
name and address of the current members of the Board of Directors are:

                  1.  Sidney Zion
                      215 W. 90th Street, #3B
                      New York, NY 10024

         b) At the first annual meeting of stockholders of this corporation
directors of the first class shall be elected to hold office for a term expiring
at the next succeeding annual meeting of those stockholders. Any vacancies in
the Board of Directors for any reason, and any directorships resulting from any
increase in the number of directors, may be filled by the Board of Directors,
acting by a majority of the directors then in office, although less than a
quorum, and any directors so chosen shall hold office until the next election of
the class for which such directors shall have been chosen and until their
successors shall be elected and qualified.

         TENTH. The period of existence of this corporation shall be perpetual.

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         ELEVENTH. No contract or other transaction between this corporation and
any other corporation, whether or not a majority of the shares of the capital
stock of such other corporation is owned by this corporation, and no act of this
corporation shall in any way be affected or invalidated by the fact that any of
the directors of this corporation are pecuniarily or otherwise interested in, or
are directors or officers of such other corporation. Any director of this
corporation, individually, or any firm of which such director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in any contract
or transaction of this corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or a majority thereof; and any director
of this corporation who is also a director or officer of such other corporation,
or who is so interested, may be counted in determining the existence of a quorum
at any meeting of the Board of Directors of this corporation that shall
authorize such contract or transaction, and may vote thereat to authorize such
contract or transaction, with the same force and effect as if he or she were not
such director or officer of such other corporation or not so interested.

         TWELFTH. No action required to be taken or which may be taken at any
annual or special meeting of stockholders of this corporation may be taken
without a meeting, unless consented to by the stockholders holding of record a
majority of the total number of shares of the Corporation then issued and
outstanding and entitled to vote. Actions taken without written consent, and
without a meeting, are specifically denied. Notice of a meeting of the
shareholders may be waived either individually by shareholders or by proxy or by
shareholders holding of record a majority of the total number of shares of the
Corporation then issued and outstanding and entitled to vote. Shareholders
should receive notice of actions taken at meetings of the shareholders.

         THIRTEENTH. All of the powers of this corporation, insofar as the same
may be lawfully vested by these Articles of Incorporation in the Board of
Directors, are hereby conferred upon the Board of Directors of this corporation.
In furtherance and not in limitation of that power, the Board of Directors shall
have the power to make, adopt, alter, amend and repeal from time to time bylaws
of this corporation, subject to the right of the shareholders entitled to vote
with respect thereto to adopt, alter, amend and repeal bylaws made by the Board
of Directors; provided, however, that bylaws shall not be adopted, altered,
amended or repealed by the stockholders of this corporation, except by the vote
of the holders of not less than fifty percent (50%) of the outstanding shares of
stock entitled to vote upon the election of directors.

         The undersigned hereby certifies that she has executed these Amended
and Restated Articles of Incorporation on this 13th day of August, 2008.

Chief Executive Officer:                /s/ Sidney Zion
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