UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):   May 19 , 2011

Commission File Number:   001-32420

Bazi International, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)
841575085
(IRS Employer Identification No.)



1730 Blake Street, Suite 305, Denver, Colorado 80202
(Address of principal executive offices)

303-316-8577
(Registrant's Telephone number)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On May 19, 2011, Bazi International, Inc. (the "Company") filed a Certificate of Amendment to its Certificate of Incorporation to increase the number of authorized shares of its Common Stock from 50 million to 200 million (the "Amendment"). The Amendment was approved by written consent of shareholders beneficially owning in excess of 50% of the voting securities of the Company. A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1. The effective date of the Amendment is May 19, 2011.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Bazi International, Inc.


Date:   May 20, 2011
By: /s/ John Pougnet

Name: John Pougnet
Title: Chief Financial Officer


Exhibit Index
 
Exhibit No.

  
Description

EX-3.1
  
Exhibit 3.1

Exhibit 3.1


STATE OF NEVADA

 

OFFICE OF THE

SECRETARY OF STATE


ROSS MILLER

Secretary of State


SCOTT W. ANDERSON

Deputy Secretary

for Commercial Recordings



Commercial Recordings Division

202 N. Carson Street

Carson City, NV 89701-4069

Telephone (775) 684-5708

Fax(775) 684-7138

ROBERT B BLISS

ROBINSON WATERS & O'DORISIO


NV

Job:C20110519-2207

May 19, 2011



Special Handling Instructions:

Email out 5-19-2011 amendment. Ras

Charges

Description

Document Number

Filing Date/Time

Qty

Price

Amount

Amendment

20110373818-24

5/19/2011 2:03:42 PM

1

$200.00

$200.00

24 Hour Expedite

20110373818-24

5/19/2011 2:03:42 PM

1

$125.00

$125.00

Total



$325.00


Payments


Type

Description

Amount

Credit

940011H1051988690653

$325.00

Total


$325.00

Credit Balance


$0.00









Job Contents:

File Stamped Copy(s): 1




ROBERT B BLISS

ROBINSON WATERS & O'DORISIO


NV


ROSS MILLER *09020l*

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

Website: www, nvsos.gov



Certificate of Amendment

(PURSUANT TO NRS 78.3S5 AND 78.390)



Filed in the office of

Dociunent Niunber

20110373818-24



Ross Miller

Secretary of State

Filing Date and Time

05/19/2011 2:03 PM



State of Nevada

Entity Niunber

C456-2001



USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)


1. Name of corporation:


BAZI INTERNATIONAL, INC.


2. The articles have been amended as follows: (provide article numbers, if available)


The first sentence in Article III, Section 1 of the Articles of Incorporation, titled "Authorized Shares of Common Stock," is hereby amended to read as follows:


"The aggregate number of shares of stock which the corporation shall have authority to issue is 200,000,000 shares of S.001 par value Common Stock,"


With the 5,000,000 shares of $,001 par value Preferred Stock which is authorized pursuant to Article III, Section 3 of the Articles of Incorporation (which Section is not amended by this Amendment), the corporation is now authorized to issue a total of 205,000,000 shares of $.001 par value stock.


3 The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 19,900,274 (>50% voting power)


4. Effective date of filing: (optional)

 [must not be later than 90 days after the certificate is filed)


Signature: (required)


/s/ John Pougnet

John Pougnet

"If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees