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**Exhibit 3.1.1**

**ARTICLES OF AMENDMENT**

**TO THE ARTICLES OF INCORPORATION**

** **

**CERTIFICATE OF DESIGNATIONS**

**OF**

**SERIES C PREFERRED STOCK**

**OF**

**MEDICAL CONNECTIONS HOLDINGS, INC.**

**___________________________________**

 

Pursuant to Section 607.0602 of the

Florida Business Corporation Act

___________________________________

 

Pursuant to the provisionsof section 607.1006, Florida Statutes, Medical Connections Holdings, Inc., a Florida corporation (the “Corporation”)adopts the following amendment to its Articles of Incorporation:

 

ARTICLE IV of the Articlesof Incorporation is amended to read as follows:

 

RESOLVED: that, pursuantto authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, as amended, the Board ofDirectors hereby authorizes the issuance of up to 665,000 shares of Series C Preferred Stock of the Corporation, and hereby fixesthe designations, powers, preferences and relative, participating, optional or other special rights of such series, and the qualifications,limitations or restrictions thereof, are as set forth in the Articles of Incorporation of the Corporation, as amended, and thisCertificate of Designation, which amends and restates in its entirety the Certificate of Designation for the Series C PreferredStock filed with the Florida Secretary of State on July 15, 2011, as follows:

 

1.          Designation and Amount**.**The shares of such series shall be designated “Series C Preferred Stock”, having a par value of $0.001 per share(the “Series C Preferred Stock”), and the number of shares constituting such series shall be 665,000.

 

2.          Voting.

 

(a)         Each issued and outstandingshare of Series C Preferred Stock shall be entitled to one hundred (100) votes at each meeting of shareholders of the Corporation(or pursuant to any action by written consent) with respect to any and all matters presented to the shareholders of the Corporationfor their action or consideration. Holders of Series C Preferred Stock shall vote together with the holders of the Corporation’scommon stock, par value $.001 per share (“Common Stock”) as a single class, except as provided in Section 2(b) below.

 

 

(b)         The holders of SeriesC Preferred Stock shall have the exclusive right, voting separately as a class, to elect the majority of the director seats (hereinreferred to as the “Series C Directors”). All such Series C Directors shall be elected by the affirmative vote of theholders of record of a majority of the outstanding shares of Series C Preferred Stock either at meetings of shareholders at whichdirectors are elected, a special meeting of holders of Series C Preferred Stock or by written consent without a meeting in accordancewith the Florida Business Corporation Act. Each Series C Director so elected shall serve for a term of one****year and untilhis successor is elected and qualified. Any vacancy in the position of a Series C Director may be filled only by the affirmativevote of the holders of a majority of the Series C Preferred Stock. Each Series C Director may, during his or her term of office,be removed at any time, with or without cause, by and only by the affirmative vote, at a special meeting of holders of Series CPreferred Stock called for such purpose, or the written consent, of the holders of record of a majority of the outstanding sharesof Series C Preferred Stock. Any vacancy created by such removal may also be filled at such meeting or by such consent. On allother matters, holders of Series C Preferred Stock shall vote together with the holders of the Common Stock as provided in Section2(a) above.

 

3.          Dividends. Theholders of shares of Series C Preferred Stock shall not be entitled to receive any dividends declared by the Board of Directorsand issued by the Corporation.

 

4.          Liquidation, Dissolutionor Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (whichshall include a merger, consolidation, sale of assets or other transaction in which control of the Company is transferred), theholders of shares of Series C Preferred Stock then outstanding shall not be entitled to any pay out of the assets of the Corporationavailable for distribution to its shareholders.

 

5.          Status of ReacquiredShares. Subject to compliance with applicable law, shares of Series C Preferred Stock which have been issued and reacquiredin any manner shall have the status of authorized and unissued shares of Preferred Stock. The Board may reissue these shares asshares of Series A Preferred Stock, Series B Preferred Stock, Series C preferred stock or in any undesignated series.

 

6.          Conversion.Series C Preferred Stock shall not convert to Common Stock or any other security or class of security of the Corporation.

	

The Corporation hereby certifiesthat the foregoing amendment was duly authorized and adopted by resolution of the Board of Directors of the Corporation at a meetingof the Board of Directors held on April 20, 2012, without shareholders action and shareholders action was not required.

 

 

**IN WITNESS WHEREOF**,the undersigned duly authorized officer of the Corporation has executed these Articles of Amendment to the Articles of Incorporationeffective as of April 20, 2012. 

 

 

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