EXHIBIT
3.1e





CERTIFICATE
OF AMENDMENT





OF





CERTIFICATE
OF INCORPORATION





OF





DELTA
MUTUAL, INC.





Pursuant
to Section 242 of the General Corporation Law of the State of Delaware, Delta
Mutual, Inc. (the “corporation”), a corporation organized and existing under the
General Corporation Law of the State of Delaware, does hereby
certify:





FIRST:           That
the Board of Directors of the corporation on April 22, 2009, adopted the
resolutions proposing and declaring advisable the following amendment to the
Certificate of Incorporation of the corporation [with the effective date to be
not less than 20 days following mailing to stockholders of the corporation of
the Definitive Information Statement filed with the Securities and Exchange
Commission]:





RESOLVED,
that the Board of Directors declares advisable, and recommends to the
stockholders for adoption, the following amended  Article FOURTH to
replace, in its entirety, the Article FOURTH of the corporation’s Certificate of
Incorporation:





FOURTH:
The corporation is authorized to issue two classes of shares of stock,
designated “Common Stock” and “Preferred Stock”.  The total number of
shares that the corporation is authorized to issue is Two Hundred Sixty Million
(260,000,000) shares. The number of shares of Common Stock authorized is Two
Hundred Fifty Million (250,000,000) shares, $0.0001 par value per
share.  The number of shares of Preferred Stock authorized is Ten
Million (10,000,000) shares, $0.0001 par value per share.





Authority
is hereby expressly vested in the Board of Directors of the corporation, subject
to the provisions of this  Article FOURTH and to the limitations
prescribed  by law, to authorize the issue from time to time of one or
more series of Preferred Stock and with respect to each such series to fix by
resolution or resolutions adopted by the affirmative vote of a majority of the
whole Board of Directors providing for the issue of such series, the voting
powers, full or limited, if any, of the shares of such series and the
designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations or restrictions thereof. The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, the determination or fixing of the
following:


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(a)  The
number of shares constituting the series and the designation of such
series;


(b) The
dividend rate on the shares of such series, the conditions and dates upon which
such dividends shall be payable, the relation which such dividends shall bear to
the  dividends payable on any other class or classes or series of the
corporation’s capital stock, and whether such dividends shall be cumulative or
non-cumulative;


(c)  Whether
the shares of such series shall be subject to redemption by the corporation at
the option of either the corporation or the holder or both or upon the happening
of a specified event, and, if made subject to any such redemption, the times or
events, prices and other terms and conditions of such redemption;


(d)  The
terms and amount of any sinking fund provided for the purchase or redemption of
the shares of such series;


(e)  Whether
or not the shares of such series shall be convertible into, or exchangeable for,
at the option of either the holder or the corporation or upon the happening of a
specified event, shares of any other class or classes or any other series of the
same or any other class or classes of the corporation’s capital stock, and, if
provision be made for conversion or exchange, the times or events, prices,
rates, adjustments, and other terms and conditions of such conversions or
exchanges;


(f)  The
restrictions, if any, on the issue or reissue of any additional Preferred
Stock;


(g) The
rights of the holders of the shares of such series upon the voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment of shares of that series;
and


(h)  The
provisions as to voting, optional and/or other special rights and preferences,
if any.





Dividends
on outstanding shares of Preferred Stock shall be paid or declared and set apart
for payment before any dividends shall be paid or declared and set apart for
payment on the Common Stock with respect to the same dividend
period.




If upon
any voluntary or involuntary liquidation, dissolution or winding up of the
corporation, the assets available for distribution to holders of shares of
Preferred Stock of all series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.





RESOLVED,
that the following addition to Article FOURTH of the corporation’s Certificate
of Incorporation is hereby adopted and approved:





Each
share of the corporation’s issued and outstanding Common Stock as of the record
date set by the corporation's Board of Directors shall be subject to a one (1)
for ten (10) reverse split, with all fractional shares rounded up to the nearest
whole share.    The effective time of the reverse split
shall the opening of business on the day on which the one (1) for ten (10)
reverse split is made effective for trading purposes by the Financial Industry
Regulatory Authority.





SECOND:           That
the amendment was fully approved and adopted by the affirmative written consent
of the majority of shares outstanding, in accordance with the provisions of
Sections 211 and 216 of the General Corporation Law of the State of
Delaware.





IN
WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of
Certificate of Incorporation to be signed by its President and attested to by
its Secretary this 11th day of May, 2009.





Delta
      Mutual, Inc.By:
              /s/  Daniel
    PeraltaChief
      Executive Officer




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