**Exhibit
      3.3**








**ARTICLES
      OF AMENDMENT TO ARTICLES OF INCORPORATION**


**OF**


**ACTION
      FASHIONS, LTD.**





Pursuant
      to § 7-110-106 of the Colorado Revised Statutes, the individual named below
      causes these Articles of Amendment to its Articles of Incorporation to be
      delivered to the Colorado Secretary of State of filing, and states as
      follows:





**ARTICLE
      I**


**NAME
      OF CORPORATION**





The
      name
      of the Corporation shall be: Action Fashions, Ltd.





**ARTICLE
      II**


**PURPOSE
      OF CORPORATION**





The
      purpose for which this corporation is organized is to transact any lawful
      business, or to promote or conduct any legitimate object or purpose, under
      and
      subject to the laws of the State of Colorado.





**ARTICLE
      III**


**AUTHORIZED
      CAPITAL STOCK**





1.   Authorized
      Stock .
      The
      total number of shares which the Corporation shall be authorized to issue shall
      be 510,000,000 of which 500,000,000 shares shall be common shares, no par value
      per share (the "Common Stock"), and 10,000,000 shares shall be preferred shares,
      no par value per share (the "Preferred Stock.").





2.  Preferred
      Stock .
      The
      Preferred Stock may be issued from time to time in one or more series. The
      board
      of directors is authorized to fix the number of shares of any series of
      Preferred Stock, to determine the designation of any such series and to
      determine or alter the rights, preferences, privileges, qualifications,
      limitations and restrictions granted to or imposed upon any wholly unissued
      series of Preferred Stock and, within the limits and restrictions stated in
      any
      resolution or resolutions of the board of directors originally fixing the number
      of shares constituting any series, to increase or decrease (but not below the
      number of shares of such series then outstanding) the number of shares of any
      such series subsequent to the issue of shares of that series.





3.  Forward
      Split .
      Each
      one (1) share of Common Stock outstanding on the effective date of these
      Articles of Amendment shall be automatically converted into two hundred and
      fifty (250) shares of Common Stock and in lieu of fractional shares, each
      share so converted shall be rounded up to the next highest number of full shares
      of Common Stock.





**ARTICLE
      IV**


**PERPETUAL
      DURATION**





The
      Corporation shall exist in perpetuity unless dissolved according to
      law.





**ARTICLE
      V**


**PREEMPTIVE
      RIGHTS**





The
      shareholders of the Corporation shall have no preemptive rights.


**ARTICLE
      VI**


**VOTING**





Cumulative
      voting shall not be permitted by the Corporation.




**ARTICLE
      VII**


**SHAREHOLDER
      MEETINGS**





Meetings
      of shareholders may be held within or without the State of Colorado, as the
      bylaws may provide. The books of the corporation may be kept (subject to any
      provision of Colorado law) outside the State of Colorado at such place or places
      as may be designated from time to time by the board of directors or in the
      bylaws of the corporation. In accordance with § 7-107-104 of the Colorado
      Revised Statues, shareholder action may be taken without a meeting if
      shareholders holding shares having not less than the minimum number of votes
      that would be necessary to authorize or take such action at a meeting at which
      all of the shares entitled to vote thereon were present and voted consent to
      such action in writing.




**ARTICLE
      VIII**


**PURCHASE
      OF OWN SHARES**





The
      Corporation, by action of its directors, and without action by its shareholders,
      may purchase its own shares in accordance with the provisions of the law of
      the
      State of Colorado. Such purchases may be made either in the open market or
      at
      public or private sale, in such manner and amounts, from such holder or holders
      of outstanding shares of the Corporation, and at such prices as the directors
      shall from time to time determine.





**ARTICLE
      IX**


**LIMITATION
      OF LIABILITY**





To
      the
      fullest extent permitted by Colorado law, as the same exists or may hereafter
      be
      amended, a director or officer of this Corporation shall not be liable to the
      Corporation or its stockholders for monetary damages as a result of any act
      or
      failure to act in his capacity as a director or officer; provided, however,
      that
      this Article shall not eliminate or limit the liability of a director or officer
      if it is proven that his act or failure to act constituted a breach of his
      fiduciary duties and such breach involved intentional misconduct, fraud or
      a
      knowing violation of law.





**ARTICLE
      X**


**INDEMNIFICATION**





This
      corporation is authorized to provide indemnification of any person who was
      or is
      a party to any proceeding (other than an action by, or in the right of, the
      corporation), by reason of the fact that he or she is or was a director,
      officer, employee, or agent of the corporation or is or was serving at the
      request of the corporation as a director, officer, employee, or agent of another
      corporation, partnership, joint venture, trust, or other enterprise against
      liability incurred in connection with such proceeding, including any appeal
      thereof, through bylaw provisions, or through agreements with such persons,
      or
      both, to the fullest extent permitted by Colorado law.




**ARTICLE
      XI**


**NUMBER
      OF DIRECTORS ON BOARD**





The
      Board
      of Directors shall consist of no fewer than one (1) member and no more than
      fifteen (15) members.




**ARTICLE
      XII**


**POWERS
      OF THE BOARD OF DIRECTORS**





In
      furtherance, and not in limitation of the powers conferred by statute, the
      Board
      of Directors of directors is expressly authorized as follows:





(a)  Subject
      to the bylaws, if any, adopted by the stockholders, to make, alter or amend
      the
      bylaws of the Corporation.




(b)  To
      fix the amount to be reserved as working capital over and above its capital
      stock paid in, to authorize and cause to be executed mortgages and liens upon
      the real and personal property of this Corporation.




(c)  By
      resolution passed by the board of directors, to designate one or more
      committees, each committee to consist of one or more of the directors of the
      Corporation, which, to the extent provided in the resolution or in the bylaws
      of
      the Corporation, shall have and may exercise the powers of the board of
      directors in the management of the business and affairs of the Corporation,
      and
      may authorize the seal of the Corporation to be affixed to all papers which
      may
      require it. Such committee or committees shall have such name and names as
      may
      be stated in the bylaws of the Corporation or as may be determined from time
      to
      time by resolution adopted by the board of directors of directors.





(d)  When
      and as authorized by the affirmative vote of stockholders holding stock
      entitling them to exercise at least a majority of the voting power given at
      a
      stockholders’ meeting called for that purpose, or when authorized by the written
      consent of the holders of at least a majority of the voting stock issued and
      outstanding, the board of directors of directors shall have power and authority
      at any meeting to sell, lease or exchange all of the property and assets of
      the
      Corporation, including its good will and its corporate franchises, upon such
      terms and conditions as the board of directors deem expedient and for the best
      interest of the Corporation.





**ARTICLE
      XIII**


**AMENDMENT
      TO BYLAWS**





In
      furtherance and not in limitation of the powers conferred by statute, the board
      of directors is expressly authorized to make, repeal, alter, amend and rescind
      the bylaws of this corporation, subject to any limitations expressed in such
      bylaws.




**ARTICLE
      XIV**


**AMENDMENT
      TO ARTICLES OF INCORPORATION**





The
      corporation reserves the right to amend, alter, change or repeal any provision
      contained in these Articles of Incorporation, in the manner now or hereafter
      prescribed by statute, and all rights conferred on stockholders herein are
      granted subject to this reservation.





IN
      WITNESS WHEREOF, these Amended Articles of Incorporation are hereby made
      effective January 26, 2007.








/s/
      Phillip E. Koehnke


Secretary