Exhibit: 3.1

DEAN HELLER
Secretary of State                                        Entity#
204 North Carson Street, Suite 1                          C10029-1995
Carson City, Nevada 89701-4299                            Document Number:
(775) 684 5708                                            20050423797-09
Website: secretaryofstate.biz
                                                          Date Filed:
                                                          9/21/2005 3:30:13 PM
                                                          In the office of
                                                          /S/Dean Heller
                                                          Dean Heller
                                                          Secretary of State
Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390) ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:
BANCORP INTERNATIONAL GROUP, INC.

2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):
Article IV currently reads as follows:  Twenty-Five Million  (25,000,000) shares
of Common Stock at the Par Value of .001.

Article IV is to be amended  as  follows:  Five  Hundred  Million  (500,000,000)
shares of Common Stock at the Par Value of .0001.  Fifteen Million  (15,000,000)
of Preferred Stock at the Par Value of .0001.

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series,  or as may be required by the provisions of the * articles
of incorporation have voted in favor of the amendment is: 90.8%.

4. Effective date of filing (optional):  August 21, 2005.
                 (must not be later than 90 days after the certificate is filed)

5. Officer Signature (required):  /S/THOMAS MEGAS

*If any proposed  amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.