EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION
                     OF NEWTOWN LANE MARKETING, INCORPORATED

     Pursuant  to Section  242 of the  General  Corporation  Law of the State of
Delaware,  Newtown Lane  Marketing,  Incorporated,  a corporation  organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify and set forth as follows:

     1. The name of the corporation is Newtown Lane Marketing, Incorporated (the
"CORPORATION").

     2. The Corporation's  Amended and Restated Certificate of Incorporation was
filed on February 27, 2006 ("Charter").

     3.  Resolutions  were  duly  adopted  by  the  Board  of  Directors  of the
Corporation setting forth a proposed amendment to the Corporation's Charter (the
"Certificate of Amendment"),  and declaring such  Certificate of Amendment to be
advisable and in the best interests of the Corporation and its stockholders.

     4.  Pursuant  to  the  recommendation  of the  Board  of  Directors  of the
Corporation,  this  Certificate  of Amendment was consented to in writing by the
stockholders  of the  Corporation in accordance  with Section 228 of the General
Corporation Law of the State of Delaware.

     5. The  Corporation's  Charter is hereby  amended by amending and restating
Paragraph A of Article FOURTH thereof to read as follows:

     "A. The total  number of shares of all  classes of capital  stock which the
     Corporation shall have authority to issue is 101,000,000 shares, consisting
     of (i) 100,000,000  shares of common stock,  $.001 par value per share (the
     "Common  Stock") and (ii) 1,000,000  shares of preferred  stock,  $.001 par
     value per share (the "Preferred Stock")."

     6. This Certificate of Amendment will be effective upon filing.

     IN WITNESS  WHEREOF,  Newtown Lane Marketing,  Incorporated has caused this
Certificate of Amendment to be signed on this 18th day of October 2007.

                                     Newtown Lane Marketing, Incorporated


                                     By: /s/ Arnold P. Kling
                                         ----------------------------------
                                             Arnold P. Kling, President