Exhibit 3.1

                            CERTIFICATE OF AMENDMENT

                                STATE of DELAWARE
                           CERTIFICATE of AMENDMENT of
                          CERTIFICATE of INCORPORATION
                                  of QT 5, Inc.

  o First: The Board of Directors and a majority of the stockholders of QT 5,
Inc., a Delaware corporation (the "Corporation"), duly resolved and adopted a
proposed amendment of the Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable. The resolution setting forth the
proposed amendment is as follows:

         RESOLVED, that the Certificate of Incorporation of the Corporation be
         amended by changing the Article thereof numbered "FOURTH" so that, as
         amended, said Article shall be and read as follows:

         "This  Corporation is authorized to issue one class of stock,  which is
         the Common Stock of this Corporation.  The total number of shares which
         this Corporation is authorized to issue is 300,000,000 shares of Common
         Stock. The Common Stock shall have a par value of $0.001 per share."

o Second: That the foregoing  resolution was adopted pursuant to a joint written
consent of the  Corporation's  Board of Directors and majority of  stockholders,
such consent of stockholders being in accordance with Section 228 of the General
Corporation Law of the State of Delaware,  and that the holders of the necessary
number of shares  entitled  to vote on this matter duly  executed  such  written
consent.

o 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.

o Fourth:  That the capital of the Corporation  shall not be reduced under or by
reason of said amendment.

         IN  WITNESS  WHEREOF,  the  undersigned  Corporation  has  caused  this
Certificate of Amendment of Certificate of  Incorporation to be signed by a duly
authorized officer this 3rd day of November 2003.


                                                     /s/ Steven Reder
                                                     --------------------------
                                                     By: Steven Reder
                                                     Its: President