Articles of Amendment to

Articles of Incorporation of

Alternative Energy Partners, Inc.

(Name of Corporation as currently filed with the Florida Dept. of State)

P08000042648

(Document Number of Corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

_A._{If amending name, enter the new name of the corporation}_:

The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”

B. Enter new principal office address, if applicable:

_{(Principal office address}_{MUST BE A STREET ADDRESS}₎

C. Enter new mailing address, if applicable:

_{(Mailing address}_{MAY BE A POST OFFICE BOX}₎

D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:

_{Name of New Registered Agent}

(Florida street address)

New Registered Office Address:

, Florida

_(City)

_{(Zip Code)}

New Registered Agent’s Signature, if changing Registered Agent:

I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.

Signature of New Registered Agent, if changing

Page 1 of 4

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:

(Attach additional sheets, if necessary)

Please note the officer/director title by the first letter of the office title:

P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.

Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, V as Remove, and Sally Smith, SV as an Add.

Example:

_X_Change

_PT

_{John Doe}

_X_Remove

_{Mike Jones}

_X_Add

_SV

_{Sally Smith}

Type of Action

Title

Name

Address

_{(Check One)}

₁₎

_Change

_Add

_{___Remove}

₂₎

_Change

_Add

_{___}_Remove

₃₎

_Change

_Add

_{___Remove}

₄₎

_Change

_Add

E. If amending or adding additional Articles, enter change(s) here: (Attach additional sheets, if necessary).

(Be specific)

Article IV of the Articles of Incorporation, as previously amended, is amended to read as follows:

The number of shares the Corporation is authorized to issue is 3,505,000,000 shares, made up of 3,500,000,000 shares of $0.001 par value common stock, and 5,000,000 shares of $0.001 par value preferred stock, with the series, rights, preferences and benefits of the preferred stock to be set from time to time by the Board of Directors.

F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

(if not applicable, indicate N/A)

_{The date of each amendment(s) adoption:}^{October 31, 2013}

Effective date if applicable:

_{(no more than 90 days after amendment file date)}

_{Adoption of Amendment(s)}

_{(CHECK ONE)}

The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s)

by the shareholders was/were sufficient for approval.

o The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval

.”

(voting group)

o The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

o The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Dated

October 31, 2013

Signature /s/ Mario Barrera

(By a director, president or other officer – if directors or officers have not been

selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)

Mario Barrera

_{(Typed or printed name of person signing)}

President

(Title of person signing)

Endnotes

Alternative Energy Partners, Inc. 10-K