EXHIBIT 3.5

                                    DELAWARE
                              ----------------------        PAGE 1
                                THE FIRST STATE



      I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "UTIX GROUP, INC.", FILED IN THIS OFFICE ON THE SEVENTH DAY OF
APRIL, A.D. 2006, AT 4:54 O'CLOCK P.M.

      A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.







2175231  8100     [SEAL OMITTED]      /s/ Harriet Smith Windsor
060331230                             -----------------------------
                                      Harriet Smith Windsor, Secretary of State
                                      AUTHENTICATION: 4655351

                                                DATE: 04-10-06








                        CERTIFICATE OF AMENDMENT OF THE
                        CERTIFICATE OF INCORPORATION OF
                                UTIX GROUP, INC.

               --------------------------------------------------
                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

      Utix Group, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

      FIRST: The Certificate of Incorporation of the Corporation as heretofore
amended shall be amended by changing the Article "FOURTH" thereof so that, as
amended, said Article shall read as follow:

      "FOURTH:

      (a) The total number of shares of stock which the Corporation is
authorized to issue is Four Hundred Million (400,000,000), consisting of Three
Hundred Seventy Five Million (375,000,000) shares of common stock and Twenty
Five Million (25,000,000) shares of preferred stock.

      (b) The aggregate number of shares of common stock that the Corporation
is authorized to issue is Three Hundred and Seventy Five Million (375,000,000),
par value $0.001.

      (c) The aggregate number of shares of preferred stock that the Corporation
is authorized to issue is Twenty Five Million (25,000,000) shares, $0.001 per
share, which may be issued from time to time in one or more classes or series
with such dividend rates, voting rights, rights of conversion, rights upon
dissolution or liquidation, and with such designations or restrictions thereof
as shall be determined by resolution adopted by the Board of Directors at the
time such stock is issued without further approval of the stockholders.

      (d) Effective upon the filing by the Secretary of State of the State of
Delaware of this amendment of the Certificate of Incorporation (the "Effective
Time"), each one hundred (100) shares of common stock of Utix Group, Inc., par
value $0.001 per share, issued and outstanding or held in treasury
(collectively, the "Old Common Stock"), shall automatically, and without any
action by the holder thereof, be reverse split into one (1) share of common
stock of the Corporation, par value $0.001 per share (the "New Common Stock"),
and each certificate which prior to the Effective Time represented 100 shares of
Old Common Stock shall, from and after the Effective Time, be deemed to
represent 1 share of New Common Stock. The Corporation shall pay to each holder
the value (as set forth in the following sentence) of the fraction of the share
resulting from the reverse split (after aggregating all shares held by such
holder), upon and against the surrender to the Corporation of the certificates
representing the Old Common Stock held by the holder. Payment shall be made for
fractions of a share at a purchase price based upon the average of the reported
closing bid prices of the Corporation's common stock on the NASD OTC Bulletin
Board for the five trading days preceding the Effective Time."



                                                      STATE OF DELAWARE
                                                      SECRETARY OF STATE
                                                   DIVISION OF CORPORATIONS
                                                DELIVERED 04:54 PM ON 04/07/2006
                                                  FILED 04:54 PM 04/07/2006
                                                 SRV 060331230 - 2175231 FILE





      SECOND: The Board of Directors of the Corporation duly adopted a
resolution setting forth the amendment set forth above, declaring its
advisability and calling a special meeting of the stockholders of the
Corporation entitled to vote in respect thereof. Pursuant to Section 228 of the
General Corporation Law of the State of Delaware, a consent setting forth
resolutions approving the amendments set forth above was signed by holders of
outstanding stock having not less than the minimum number of votes necessary to
authorize or take action at a meeting at which all shares entitled to vote
thereon were present and voted, and the amendments were duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Anthony G. Roth, its President and Chief Executive Officer, on the 7th
day of April, 2006.



                                              UTIX GROUP, INC.

                                              By: /s/ Anthony G. Roth
                                                  -------------------------
                                                      Anthony G. Roth
                                                      President and CEO