EXHIBIT 3.1
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                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION


         CDKNET.COM, Inc. (the "Corporation"), a 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 the resolutions
         Corporation, subsequently amended by unanimous consent of the Board,
         were duly adopted setting forth a proposed amendment to the Certificate
         of Incorporation of the Corporation, declaring said amendment to be
         advisable and calling a meeting of stockholders of said Corporation for
         consideration thereof. The resolution setting forth the proposed
         amendment is as follows:

         RESOLVED, that Article FOURTH of the Corporation's Certificate of
         Incorporation shall be amended, subject to stockholder approval, to add
         the following paragraphs:

         On the Split Effective Date (as defined below), the Corporation shall
         effect a one-for-fifty (1 for 50) reverse stock split pursuant to which
         every fifty (50) shares of the Corporation's Common Stock issued and
         outstanding or held in treasury will be automatically converted into
         one (1) new share of Common Stock (the "Reverse Stock Split"). The
         Reverse Stock Split shall be effective as of the close of business
         November 21, 2003 ( the "Split Effective Date"). The Corporation shall
         not issue fractional shares. Stockholders entitled to a fractional
         interest in a share of such Common Stock issued pursuant to the Reverse
         Stock Split shall receive one additional whole share in lieu of the
         fraction.

         On the Split Effective Date, each certificate representing existing
         shares of Common Stock will automatically be deemed for all purposes to
         evidence ownership of the appropriate reduced number of new shares of
         Common Stock without any action by the stockholder thereof. As soon as
         practicable after the Split Effective Date, the Corporation or its
         agent shall notify the stockholders and request the surrender of their
         certificates for their existing shares with instructions as to how to
         receive new certificates.


SECOND:  A majority of the outstanding stock entitled to vote thereon, voted in
         favor of the adoption of said amendment to the Certificate of
         Incorporation in accordance with Section 228 of the General Corporation
         Law of Delaware on November 22, 2002.

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

         IN WITNESS WHEREOF, said CDKNET.COM, INC. has caused this certificate
to be signed by its duly authorized officer, Steven A. Horowitz, its Chairman
and CEO this 18th day of November, 2003.

                                                    CDKNET.COM, INC.


                                                    By: /s/ Steven A. Horowitz
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                                                        Steven A. Horowitz
                                                        Chairman and CEO