Exhibit 3.1


                               STATE OF DELAWARE
                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                              SIMCO AMERICA, INC.
                            (A DELAWARE CORPORATION)

The  corporation  organized  and  existing  under  and  by virtue of the General
Corporation  Law  of  the  State  of  Delaware  does  hereby  certify:

     FIRST:     That  at  a  meeting of the Board of Directors of SIMCO America,
Inc.,  (the "Corporation) resolutions were duly adopted setting forth a proposed
amendment  of  the  Certificate  of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation  for consideration thereof.  The resolution setting for the proposed
amendment  is  as  follows:

RESOLVED, that Article I of the Certificate of Incorporation of this Corporation
filed  with  the Office of the Secretary of State of Delaware be amended to read
as  follows:

"     FIRST.          The  name  of  the  Corporation  is  Leo  Motors,  Inc."

     SECOND:     That  thereafter,  pursuant  to  resolution  of  its  Board  of
Directors, a meeting of the stockholders of said corporation was duly called and
held  upon  notice in accordance with Section 222 of the General Corporation Law
of  the  State  of  Delaware  at which meeting the necessary number of shares as
required  by  statute  ere  voted  in  favor  of  the  amendment.

THIRD:     That  said  amendment  was  duly  adopted  in  accordance  with  the
provisions  of  Section  242  of  the  General  Corporation  Law of the State of
Delaware.

IN  WITNESS  WHEREOF,  said corporation has caused this certificate to be signed
this  18th  day  of  September,  2007.

SIMCO  AMERICA,  INC.


By:  \s\ Han Young Kim
     -----------------
     Han  Young  Kim
     As  Its  President  and  CEO




                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                        SHINIL PRECISION MACHINERY, INC.
                            (A DELAWARE CORPORATION)

I,  M.  Richard  Cutler,  hereby  certify  that:

     1.     I  am  the  Secretary  and  President of Shinil Precision Machinery,
Inc.,  a  Delaware  corporation  (the  "Corporation").

2.     Article  FIRST  of the Certificate of Incorporation filed with the Office
of  the Secretary of State of Delaware on September 8, 2004 is hereby amended to
read  as  follows:

"     FIRST.          The  name  of  the  Corporation  is  SIMCO  America  Inc.

     3.     The  foregoing  amendment  of  Certificate of Incorporation has been
duly  approved  by  the  Board  of  Directors  of  the  Corporation.

     4.     The  foregoing  amendment  of  Certificate of Incorporation has been
duly  approved  by  a  majority  of  the  shareholders  of  the  Corporation.


I  further  declare  under  penalty  of  perjury  under the laws of the State of
Delaware  that the matters set forth in this certificate are true and correct of
my  own  knowledge.


Dated:   September  29,  2005


\s\ M. Richard Cutler
---------------------
M.  Richard  Cutler
President  and  Secretary


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           FCR AUTOMOTIVE GROUP, INC.
                            (A DELAWARE CORPORATION)

I,  M.  Richard  Cutler,  hereby  certify  that:

     1.     I  am  the  Secretary and President of FCR Automotive Group, Inc., a
Delaware  corporation  (the  "Corporation").

2.     Article  FIRST  of the Certificate of Incorporation filed with the Office
of  the Secretary of State of Delaware on September 8, 2004 is hereby amended to
read  as  follows:

"     FIRST.          The name of the Corporation is Shinil Precision Machinery,
Inc.

3.     Article  FOURTH of the Certificate of Incorporation filed with the Office
of the Secretary of State of Delaware on September 8, 2004, is hereby amended to
read  as  follows:

"     FOURTH.  Capital  Stock

A.     Number  and  Designation.  The  corporation shall have authority to issue
220  million  shares  of  capital  stock of which 200 million shall be shares of
common  stock,  par value $0.001 per share ("Common Stock") and 20 million shall
be  shares  of  preferred  stock, par vale $0.001 per share ("Preferred Stock").
Upon  payment  of consideration such shares shall be deemed to be fully paid and
nonassessable.  Effective as of July 15, 2005, the shares of common stock issued
and  outstanding  shall  be  subject  to  a  1  for  85  reverse  stock  split.

B.     Common Stock.  Except as otherwise required by law, the holders of Common
Stock  will  be  entitled to one vote per share on all matters to be voted on by
the  Corporation's  shareholders.

C.     Preferred  Stock.  The  shares of Preferred Stock may be issued from time
to  time  in one or more series.  The Board of Directors of the Corporation (the
"Board of Directors") is


expressly authorized to provide for the issue of all or any of the shares of the
Preferred  Stock  in  one or more series, and to fix the number of shares and to
determine or alter for each such series, such voting powers, full or limited, or
no  voting  powers,  and  such  designations,  preferences,  and  relative,
participating,  optional,  or other rights and such qualifications, limitations,
or  restrictions  thereof, as shall be stated and expressed in the resolution or
resolutions  adopted  by  the Board of Directors providing for the issue of such
shares  (a "Preferred Stock Designation") and as may be permitted by the General
Corporation  Law  of  the  State  of  Delaware.  The  Board of Directors is also
expressly authorized to increase or decrease (but not below the number of shares
of  such  series then outstanding) the number of shares of any series subsequent
to  the issue of shares of that series. In case the number of shares of any such
series shall be so decreased, the shares constituting such decrease shall resume
the  status  that  they  had  prior to the adoption of the resolution originally
fixing  the  number  of  shares  of  such  series."

     4.     The  foregoing  amendment  of  Certificate of Incorporation has been
duly  approved  by  the  Board  of  Directors  of  the  Corporation.

     5.     The  foregoing  amendment  of  Certificate of Incorporation has been
duly  approved  by  a  majority  of  the  shareholders  of  the  Corporation.


I  further  declare  under  penalty  of  perjury  under the laws of the State of
Delaware  that the matters set forth in this certificate are true and correct of
my  own  knowledge.


Dated:   July  18,  2005


\s\ M. Richard Cutler
---------------------
M.  Richard  Cutler
President  and  Secretary