Exhibit 3.2
Form 10-KSB, 2001
Viral Genetics, Inc.
File No. 000-26875

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                            5 STARLIVING ONLINE, INC.

     5 Starliving Online,  Inc., a corporation  organized and existing under the
General  Corporation  Law of the State of  Delaware  (the  "Corporation"),  does
hereby certify that:

     The amendments to the Corporation's  Certificate of Incorporation set forth
below were duly adopted by resolutions  approved by the  Corporation's  Board of
Directors and  stockholders  in accordance with the provisions of Section 242 of
the General  Corporation  Law of the State of Delaware.  The amendments  will be
effective as of 12:01 am Eastern Time on November 20, 2001.

     Amendment No. 1. The  Certificate of  Incorporation  of the  corporation is
amended by striking article FIRST in its entirety and replacing there for:

            FIRST.  The name of this corporation shall be:

                                Viral Genetics, Inc.

     Amendment No. 2. The  Certificate of  Incorporation  of the  corporation is
amended by striking article FOURTH in its entirety and replacing there for:

          FOURTH.  The total  number of shares of all  classes of capital  stock
     that the corporation  shall have authority to issue is 100,000,000  shares.
     Stockholders  shall not have any preemptive  rights, nor shall stockholders
     have the right to cumulative voting in the election of directors or for any
     other purpose.  The classes and the aggregate  number of shares of stock of
     each  class  that the  corporation  shall  have  authority  to issue are as
     follows:

          (a)  80,000,000  shares of Common  Stock,  $0.0001 par value  ("Common
     Stock").

          (b)  20,000,000   shares  of  Preferred   Stock,   $0.0001  par  value
     ("Preferred Stock").

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          The  Preferred  Stock may be  issued  from time to time in one or more
     series,  with  such  distinctive  serial  designations  as may be stated or
     expressed in the resolution or resolutions  providing for the issue of such
     stock  adopted  from  time to time by the Board of  Directors;  and in such
     resolution  or  resolutions  providing  for the  issuance of shares of each
     particular series,  the Board of Directors is also expressly  authorized to
     fix: the right to vote, if any; the  consideration  for which the shares of
     such  series  are to be  issued;  the  number of shares  constituting  such
     series,  which  number may be increased  (except as otherwise  fixed by the
     Board of  Directors)  or  decreased  (but not  below  the  number of shares
     thereof  then  outstanding)  from  time to time by  action  of the Board of
     Directors;  the  rate of  dividends  upon  which  and the  times  at  which
     dividends on shares of such series shall be payable and the preference,  if
     any, which such dividends shall have relative to dividends on shares of any
     other  class or  classes or any other  series of stock of the  corporation;
     whether  such  dividends  shall  be  cumulative  or  noncumulative,  and if
     cumulative, the date or dates from which dividends on shares of such series
     shall be  cumulative;  the rights,  if any,  which the holders of shares of
     such  series  shall  have in the  event  of any  voluntary  or  involuntary
     liquidation,  merger,  consolidation,   distribution  or  sale  of  assets,
     dissolution or winding up of the affairs of the corporation; the rights, if
     any,  which the holders of shares of such series shall have to convert such
     shares  into or  exchange  such  shares  for  shares of any other  class or
     classes  or any other  series of stock of the  Corporation  or for any debt
     securities of the corporation and the terms and conditions, including price
     and rate of exchange,  of such  conversion or exchange;  whether  shares of
     such series shall be subject to  redemption,  and the  redemption  price or
     prices and other  terms of  redemption,  if any,  for shares of such series
     including,  without  limitation,  a redemption  price or prices  payable in
     shares of Common  Stock;  the terms and amounts of any sinking fund for the
     purchase  or  redemption  of shares of such  series;  and any and all other
     designations,  preferences, and relative, participating,  optional or other
     special  rights,   qualifications,   limitations  or  restrictions  thereof
     pertaining to shares of such series' permitted by law.

     Amendment No. 3. The  Certificate of  Incorporation  of the  corporation is
amended by adding new Article SEVENTH as follows:

          SEVENTH.  A director of the corporation shall not be personally liable
     to the corporation or its stockholders for monetary damages for breach of a
     fiduciary  duty as a director,  except for  liability (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for  acts or  omissions  not in good  faith or  which  involve  intentional
     misconduct  or a knowing  violation of law,  (iii) under Section 174 of the
     Delaware General Corporation Law or (iv) for any transaction from which the
     director  derived any improper  personal  benefit.  If the Delaware General
     Corporation Law is amended hereafter to authorize  corporate action further
     eliminating  or limiting the  personal  liability  of  directors,  then the
     liability of a director of the  corporation  shall be eliminated or limited
     to the fullest extent permitted by the Delaware General Corporation Law, as
     so amended.  Any repeal or modification of this article by the stockholders

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     of the corporation  shall not adversely affect any right or protection of a
     director  of the  corporation  existing  at the  time  of  such  repeal  or
     modification.

      IN WITNESS WHEREOF, 5 Starliving Online, Inc., has caused this Certificate
to be signed by its duly authorized officer this 26th day of October 2001.

                                    5 STARLIVING ONLINE, INC.

                                    By: /s/ Haig Keledjian, President


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