**Exhibit 3.1J**

**ARTICLES OF AMENDMENT**

**TO ARTICLES OF INCORPORATION**

**OF**

**DYNAMIC RESPONSE GROUP, INC.**

**DESIGNATION, PREFERENCES AND OTHER RIGHTS**

**AND QUALIFICATIONS**

**OF**

**SERIES A PREFERRED STOCK**

The undersigned Chief Executive Officer of DynamicResponse Group, Inc., (the “Company”), a company organized and existing under the laws of the State of Florida, certifies that pursuant to the authority contained in the Company’s Articles of Incorporation, and in accordance with theprovisions of the resolution creating a series of the class of the Company’s authorized preferred stock designated as Series A Preferred Stock: 

FIRST: The Articles of Incorporation of the Company, bearing document number P06000071097, authorizes the issuance of One Hundred Million (100,000,000) shares of common stock and Ten Million(10,000,000) shares of preferred stock, and further authorizes the Board of Directors of the Company, by resolution or resolutions, at any time and from time to time, to divide and establish any or all of the shares of preferred stock into oneor more series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, and its preferences, conversion rights, cumulative, relative, participating, optional, or other rights, including votingrights, qualifications, limitations, or restrictions thereof. 

SECOND: On December 8, 2008, the Board of Directors unanimouslyapproved the designation of a series of preferred stock to be known as “Series A Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series APreferred Stock shall be as hereinafter described. 

Accordingly, “Article IV” of the Articles of Incorporation of the Company ishereby amended to include the following: 

SERIES A PREFERRED STOCK 

1) Designations and Amounts. The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, hereby createsa series of preferred stock designated as Series A Preferred Stock (the “Series A Preferred Stock”) with a stated value of $0.0001 per share. The number of authorized shares constituting the Series A Preferred Stock shall be Eight MillionThree Hundred Seven Hundred Fifty (8,300,750) shares. 

2) Dividends. None. 

3) Voting. Except as otherwise required by law or expressly provided herein, the holders of shares of Series A Preferred Stock shall be entitledto vote on all matters submitted to a vote of the stockholders of the Company and shall have such number of votes 

 

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equal to the number of shares of common stock into which such holders’ shares of Series A Preferred Stock are convertible pursuant to the provisionshereof at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken. Except as otherwise required by law or expressly provided herein, the holdersof shares of Series A Preferred Stock and common stock shall vote together as a single class, and not as separate classes. 

4)Conversion. 

a) Conversion Rate. Upon the filing of an amendment to the Company’s Articles of Incorporation, which, onceeffective, makes available a sufficient number of authorized but unissued and unreserved shares of common stock to permit all then outstanding shares of Series A Preferred Stock to be so converted, then, the holder of any shares of the Series APreferred Stock shall convert any such shares into fully paid and non-assessable shares of common stock at the rate of twelve shares of common stock for each share of Series A Preferred Stock (“Conversion Rate”) subject to adjustment inaccordance with Section 4(e). 

b) Method of Conversion. Before any holder of Series A Preferred Stock shall be entitled toconvert the same into shares of common stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Series A Preferred Stock, and shall give written noticeto the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of common stock are to be issued. The Company shall, within fivebusiness days, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of common stock to which such holder shall beentitled as aforesaid. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date is referred to herein as the “Conversion Date.”

c) Partial Conversion. In the event of the conversion of some but not all of the shares of Series A Preferred Stock represented bya certificate or certificates surrendered, the Company shall execute and deliver to or on the order of the holder, at the expense of the Company, a new certificate representing the number of shares of Series A Preferred Stock which were notconverted. 

d) Status of Converted Stock. In the event any shares of Series A Preferred Stock shall be converted or otherwiseacquired by the Company, the shares so converted shall be canceled and shall resume the status of authorized shares of preferred stock without differentiation as to series. All such shares may be reissued as part of a new series of preferred stocksubject to the conditions and restrictions on issuance set forth in the Articles of Incorporation or in any certificate of designation creating a series of preferred stock or any similar stock or as otherwise required by law. 

 

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e) Transfer Taxes. The Company shall pay all documentary, stamp or other transactional taxesattributable to the issuance or delivery of shares of common stock upon conversion of any shares of Series A Preferred Stock, provided that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involvedin the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being issued. 

f) Adjustments to Conversion Rate. 

i) Subdivisions, Combinations, or Consolidations of Common Stock. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated, by stock split, stock dividend, combinationor like event, into a greater or lesser number of shares of common stock after the effective date of this Certificate of Designation, the Series A Conversion Rate in effect immediately prior to such subdivision, combination, consolidation or stockdividend shall, concurrently with the effectiveness of such subdivision, combination or consolidation, be proportionately adjusted as more fully set forth in Section 4(f)(ii). 

ii) Adjustment for Common Stock Dividends and Distributions. If the Company at any time subdivides, combines or consolidates theoutstanding shares of common stock as contemplated by Section 4(f)(i), in each such event the Series A Conversion Rate that is then in effect shall be adjusted as of the time of such event by multiplying the Series A Conversion Rate then ineffect by a fraction (x) the numerator of which is the total number of shares of common stock issued and outstanding immediately after the time of such subdivision, combination or consolidation, and (y) the denominator of which is thetotal number of shares of common stock issued and outstanding immediately prior to such subdivision, combination or consolidation. 

iii) Reclassifications and Reorganizations. In the case, at any time after the date hereof, of any capital reorganization, merger or any reclassification of the stock of the Company (other than solely as a result of a stock dividendor subdivision, split-up or combination of shares), the Series A Conversion Rate then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted and the terms of the Series APreferred Stock shall be deemed amended such that the shares of the Series A Preferred Stock shall, after such reorganization or reclassification, be convertible into the kind and number of shares of stock or other securities or property of theCompany or otherwise to which such holder would have been entitled if immediately prior to such reorganization or reclassification, the holder’s shares of the Series A Preferred Stock had been converted into common stock. The provisions of thisSection 4(f)(iii) shall similarly apply to successive reorganizations or reclassifications. 

iv) Distributions OtherThan Cash Dividends Out of Retained Earnings. If the Company shall declare a cash dividend upon its common stock payable otherwise than out of retained earnings or shall distribute to holders of Its common stock shares 

 

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of its capital stock (other than shares of common stock and other than as otherwise would result in an adjustment pursuant to this Section 4(f)), stockor other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights (excluding options to purchase and rights to subscribe for common stock or othersecurities of the Company convertible into or exchangeable for common stock), then, in each such case, provision shall be made so that the holders of Series A Preferred Stock shall receive upon conversion thereof, in addition to the number of sharesof common stock receivable thereupon, the amount of securities of the Company and other property which they would have received had their Series A Preferred Stock been converted into common stock on the date of such event and had they thereafter,during the period from the date of such event to and including the date of conversion, retained such securities and other property receivable by them as aforesaid during such period, subject to all other adjustments called for during such periodunder this Section 4(f) with respect to the rights of the holders of the Series A Preferred Stock. 

g) Certificate as toAdjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Rate pursuant to Section 4(f), the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the termshereof and furnish to each holder of the Series A Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the writtenrequest at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments; (ii) the Series A Conversion Rate at the time ineffect; and (iii) the number of shares of common stock and the amount, if any, of other securities, cash or property which at the time would be received upon the conversion of the Series A Preferred Stock. 

h) Fractional Shares. Fractional shares of Series A Preferred Stock may be issued and all conversion, voting and other rights shall be applied tosuch fractional shares on a proportional basis; provided, however, that in lieu of any fractional shares of common stock to which the holder of Series A Preferred Stock would be entitled upon conversion or otherwise pursuant hereto, the Companyshall issue to such holder, one whole share of common stock. The number of whole shares to be issuable to each holder upon such conversion shall be determined on the basis of the number of shares of common stock issuable upon conversion of the totalnumber of shares of Series A Preferred Stock of such holder at the time converting into common stock. 

 

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5) Liquidation.

a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to stockholders shall be distributed among the holders of theshares of Series A Preferred Stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms hereofimmediately prior to such dissolution, liquidation or winding up of the Company. 

b) In the event of any voluntary or involuntaryliquidation, dissolution or winding up of the Company which will involve the distribution of assets other than cash, the Company shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed to theholders of shares of its capital stock. The Company shall, upon receipt of such appraiser’s valuation, give prompt written notice to each holder of shares of Series A Preferred Stock of the appraiser’s valuation. Any equity securities ofother entities to be distributed shall be valued as follows: (i) if the common stock is listed on a national securities exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on suchdate or, if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as reported by the exchange or NASDAQ, as the case may be; or (ii) if the common stock is not listed on anational securities exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher ofsuch quotations or, if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by the OTC Bulletin Board or the National Quotation Bureau, incorporated or similarpublisher of such quotations, as the case may be; or (iii) if the fair market value of the common stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall reasonablydetermine, in good faith. 

6) Registration Rights. None. 

7) Redemption. None. 

8) NoImpairment. Except and to the extent as waived or consented to by the holder, or as otherwise provided herein, the Company shall not by any action, including, without limitation, amending its Articles of Incorporation or Bylaws, or through anyreorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Series A Preferred Stock, but will atall times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of holders as set forth in this Certificate of Designations against impairment.

 

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9) Loss, Theft, Destruction of Series A Preferred Stock Certificates. Upon receipt of evidencesatisfactory to the Company of the loss, theft, destruction or mutilation of shares of Series A Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company,or, in the case of any such mutilation, upon surrender and cancellation of the Series A Preferred Stock, the Company shall make, Issue and deliver, in lieu of such lost, stolen, destroyed or mutilated shares of Series A Preferred Stock, new sharesof Series A Preferred Stock of like tenor. The Series A Preferred Stock shall be held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of mutilated, destroyed, lost or stolenshares of Series A Preferred Stock and shall preclude any and all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or othersecurities without the surrender thereof. 

10) Notices. The holders of the Series A Preferred Stock shall be entitled to receive allcommunications sent by the Company to the holders of the common stock. Any notice required by the provisions of this Section 10 to be given to the holder of shares of the Series A Preferred Stock shall be deemed given when personally deliveredto such holder or five business days after the same has been deposited in the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at his address appearing on the booksof the Company. 

11) Severability. If any right, preference or limitation of the Series A Preferred Stock set forth herein isinvalid, unlawful or incapable of being enforced by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect without the invalid, unlawful or unenforceable right, preference orlimitation shall nevertheless remain in full force and effect, and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein. 

The foregoing Amendment was adopted by the Board of Directors of the Company pursuant to the Florida Business Company Act on December 8, 2008.Therefore, the number of votes cast for the Amendment to the Company’s Articles of Incorporation was sufficient for approval. 

INWITNESS WHEREOF, the Company has caused this Amendment to its Articles of Incorporation to be executed by its duly authorized officer this December 8, 2008. 

 
Dynamic Response Group, Inc.
/s/    Melissa K. Rice
Melissa K. RiceChief Executive Officer
 

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