Exhibit 3-a

                         CERTIFICATE OF AMENDMENT OF THE
                         CERTIFICATE OF INCORPORATION OF
                            TDS (TELEMEDICINE), INC.

               (under Section 805 of the Business Corporation Law)

     The  undersigned,  being the  Chairman of tds  Telemedicine,  Inc.,  hereby
certifies:

     FIRST: The name of the corporation is tds (Telemedicine), Inc.

     SECOND:  The Certificate of  Incorporation  of the corporation was filed by
the  Department of State of the State of New York on November 30, 2000. The name
under which the corporation was formed is Surf Group Inc.

     THIRD: The amendment of the Certificate of  Incorporation  effected by this
Certificate  of Amendment  changes the issued shares of the  corporation  into a
different  number of shares by  effecting a reverse  split of the  corporation's
common stock in a ratio of one to one hundred, as follows:


     As a result of the reverse stock split  ("Reverse  Stock Split"),  each one
     hundred  (100)  issued  and  outstanding  shares  of  common  stock  of the
     corporation  ("Old Common  Stock")  shall  automatically,  without  further
     action on the part of the  corporation  or any holder of such common stock,
     be  changed  into one (1) share of the  corporation's  common  stock  ("New
     Common Stock"). The Reverse Stock Split will be effected as follows:


(a)  Following the filing of this  Amendment,  each holder of a certificate  (s)
     representing outstanding shares of the corporation's Old Common Stock ("Old
     Certificate(s)")  will be entitled to receive,  upon  surrender of such Old
     Certificate(s)  to the  Corporation's  transfer agent for  cancellation,  a
     certificate(s) ("New Certificate") representing the number of shares of New
     Common Stock owned by such stockholder following the Reverse Stock Split.

(b)  From and after the filing of the Amendment,  Old Certificates  shall confer
     no right upon the holders thereof other than the right to exchange them for
     the New Certificates pursuant to the provisions hereof.

(c)  The  Corporation  will  not  issue  fractional  shares  or  scrip.  Rather,
     stockholders  who would  otherwise be entitled to a  fractional  share as a
     result of the Reverse Split will receive cash based on a price of $2.50 per
     share of New Common Stock.

(d)  The  Reverse  Stock  Split  reduces  the  number  of  issued  shares of the
     corporation  by changing the number of issued and  outstanding  shares from
     100,000,000 to 1,000,000; and reduces the stated capital of the corporation
     from $100,000.00 to $1000.00.

(e)  As a result of the  Reverse  Stock  Split,  the  Corporation  is adding and
     authorizing  Ninety Nine Million  (99,000,000)  shares of common stock, par
     value $0.001 per share.


     FOURTH:  Paragraph  "FOURTH" of the  Certificate  of  Incorporation  of the
Corporation, relating to the aggregate number of shares which the corporation is
authorized  to issue,  the par value  thereof,  and the  classes  into which the
shares are divided, shall read as follows:

     FOURTH:  Authorized  Shares.  The  aggregate  number  of  shares  which the
     corporation   shall  have  authority  to  issue  is  One  Hundred   Million
     (100,000,000) shares of common stock, par value $0.001 per share.

     FIFTH:  The foregoing  amendment of the  Certificate of  Incorporation  was
authorized by the unanimous written consent of the directors of the Corporation.
The  foregoing  amendment  was then  authorized,  pursuant to Section 803 of the
Business  Corporation  Law, by the vote of a majority of all  outstanding  share
entitled to vote  thereon at a meeting of  shareholders  held on  September  15,
2006.

     IN WITNESS WHEREOF,  I have subscribed this document on the forth below and
do hereby affirm, under the penalties of perjury,  that the statements contained
therein have been examined by me and are true and correct.

Dated: September 28, 2006




    /s/ Kevin Kreisler
    ---------------------------------------------
        Kevin Kreisler, Chief Executive Offiicer