ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On September 15, 2008, Natco International Inc., a Delaware corporation (the "Company"), amended its Restated Certificate of Incorporation to increase the number of authorized shares of the capital stock of the Corporation from 55,000,000 shares to 505,000,000 shares and filed a Certificate of Amendment to the Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of Delaware to effectuate such amendment. The Certificate of Amendment, effective September 15, 2008, is attached to this Form 8-K as Exhibit 3.1 and is incorporated by reference. Pursuant to the Certificate of Amendment, 500,000,000 shares of the total authorized capital stock shall be common stock, par value $.001, and 5,000,000 shares of the authorized capital stock shall be preferred stock, par value $.001. The Certificate of Amendment was authorized by the Board of Directors pursuant to a unanimous consent in lieu of a meeting, and was approved by a majority of the stockholders of the Company pursuant to written consents in lieu of a special meeting on September 11, 2008.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits. The following documents are filed as exhibits to this report on Form 8-K:

3.4 Certificate of Amendment of the Restated Certificate of Incorporation, dated September 15, 2008.