EXHIBIT 3.1

               CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND
                                 LIMITATIONS OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                  NO PAR VALUE
                       OF PETCARE TELEVISION NETWORK, INC.

     PetCARE Television Network, Inc. (the "Corporation"), organized and
existing under the laws of the State of Florida, hereby certifies that pursuant
to authority conferred upon the Board of Directors by the Articles of
Incorporation of the Corporation, the Board of Directors on October 21, 2003,
adopted a Resolution providing for the creation and issuance of the
Corporation's Certificate of Designation, Preferences, Rights and Limitations
for its Series B Convertible Preferred Stock, which Resolution is hereafter set
forth in its entirety.

     RESOLVED, that pursuant to the authority expressly granted and vested in
the Board of Directors of this Corporation in accordance with the provisions of
its Articles of Incorporation, a series of the Corporation's authorized class of
preferred stock, no par value, is hereby established as "Series B Convertible
Preferred Stock" (hereinafter referred to as the Series B Preferred Stock),
which series consists of 1,000,000 authorized shares. The issued and outstanding
shares of the Series B Preferred Stock, as they may exist from time to time, are
sometimes referred to below as the "Shares". The preferences, any relative,
participating, optional or other special rights of, and the qualifications,
limitations and restrictions imposed upon the Series B Preferred Stock shall be
as follows:

     1. Designation and Number of Shares. The designation of a series of
Preferred Stock, no par value to be issued authorized by this resolution shall
be the Series B Convertible Preferred Stock ("Series B Preferred Stock"). The
number of shares of Series B Preferred Stock authorized hereby shall be
1,000,000 shares and no more except as provided herein.

     2. Rank. The Series B Preferred Stock shall, with respect to dividend
rights and rights on liquidation, winding up and dissolution, rank subordinate
to Series A Convertible Preferred Stock and senior to any other series of
Preferred Stock except as established by the Board of Directors upon the consent
of a majority of the outstanding Series B Preferred Shares, which consent is
only required during such time as there are 500,000 or more shares of the Series
B Preferred Stock outstanding.

     3. Dividend Provisions. The holders of Series B Preferred Stock will not be
entitled to receive any dividends, however, the holders of the Series B
Preferred Stock shall be entitled to receive dividends when and if declared by
the Board of Directors of the company on an equal share-for-share basis with all
outstanding shares of Common Stock.

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     4. Redemption Rights by the Corporation. The Corporation shall have no
right to redeem the Series B Preferred Stock.

     5. Voting Rights. Until or unless the Series B Preferred Stock is converted
into Common Stock as set forth in paragraph 6 hereof, no holder of the Series B
Preferred Stock shall have any voting rights except as may be required under
Florida law in certain instances or as set forth herein.

     6. Conversion. Each share of Series B Preferred Stock is convertible into
the Company's Common Stock at any time commencing one (1) year from the date of
issuance. Each share of Series B Preferred Stock converts into shares of the
Company's Common Stock at the variable conversion price equal to 60% of the
average closing price as reported by Bloomberg L.P. for the five trading days
preceding the date of conversion. However, in no event shall the conversion
price be less than $0.75 per share, nor greater than $3.00 per share.

     7. No Additional Consideration at Time of Conversion. No additional
consideration is payable upon conversion.

     8. Method of Conversion. Prior to conversion, the Holder shall furnish
written notice to the Corporation, signed by an authorized representative of the
Holder, or its assigns, which shall state the name in which the certificate for
such Common Shares are to be issued, with address and social security number or
tax identification number.

     9. Priority in the Event of Liquidation or Dissolution. In the event of any
liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or otherwise, after payment or provision for payment of the
debts and other liabilities of the Corporation and payment to the Series A
Preferred Stockholders and before any distribution shall be made to the holder
of any class of the common stock of the Corporation, each holder of Series B
Preferred Stock shall be entitled to receive, out of the assets of the
Corporation, the sum of $2.00 in cash for each Share of Series B Preferred Stock
so held. After payment shall have been made in full to the holders of the Series
B Preferred Stock, or funds necessary for such payment shall have been set aside
in trust for the exclusive benefit of such holders, the holders of the Series B
Preferred Stock shall be entitled to no further participation in any
distribution of the assets of the Corporation.

     10. Assignability of Shares. The Shares may be assigned by Holder at any
time by providing to Corporation a written notice of assignment.

     11. Representations and Warranties of Corporation. Upon conversion of the
Shares, the underlying Common Shares shall be free and clear of all liens,
claims, charges and encumbrances. The Corporation agrees to indemnify and hold
harmless Holder in connection with any claim, loss, damage or expense, including
attorneys' fees, trial and appellate levels, in connection with any breach of
the foregoing.

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     12. Additional Provisions. Conversion of Series B Preferred Stock shall be
subject to the following additional terms and provisions:

     a) Replacement Certificates. As promptly as practicable after the surrender
for conversion of any Series B Preferred Stock, the Corporation shall deliver or
cause to be delivered at the principal office of the Corporation one or more
certificates representing the shares of Common Stock issuable upon such
conversion, issued in such name or names as such holder may reasonably direct.
Shares of the Series B Preferred Stock shall be deemed to have been converted as
of the close of business on the anniversary date of the purchase of the Shares
and the rights of the holders of such Series B Preferred Stock shall cease at
such time, and each person in whose name a certificate for such shares is to be
issued shall be treated for all purposes as having become the record holder of
such Common Stock at such time; provided, however, that any such surrender on
any date when the stock transfer books of the Corporation shall be closed shall
constitute the person in whose name each certificate for such shares is to be
issued as the record holder thereof for all purposes at the close of business on
the next succeeding day on which such stock transfer books are open.

     b) Subdivisions or Combinations. In the event that the Corporation shall at
any time prior to a particular conversion, subdivide or combine its outstanding
shares of Common Stock into a greater or lesser number of such shares, the
number of shares of Common Stock issuable upon conversion of the Series B
Preferred Stock shall be proportionately increased in the case of a combination,
effective in either case at the close of business on the date which such
subdivision or combination shall become effective.

     c) Recapitalizations. In the event that the Corporation shall be
recapitalized, consolidated with or merged into any other corporation, or shall
sell or convey to any other corporation all or substantially all of its property
as an entity, provision shall be made as part of the terms of such
recapitalization, consolidation, merger, sale or conveyance for each holder of
Series B Preferred Stock to thereafter receive in lieu of the Common Stock
otherwise issuable upon conversion but at the conversion ratio stated above, the
same kind and amount of securities or assets as may be distributable upon such
recapitalization, consolidation, merger, sale or conveyance, with respect to the
Common Stock of the Corporation.

     d) Successive Adjustments. The adjustments hereinabove referenced shall be
made successively if more than one event listed in the above subdivisions of
this subsection shall occur.

     e) No Fractional Shares. The Corporation shall not be required to issue any
fractions of shares of Common Stock upon conversion of Series B Preferred Stock.
If any interest in a fractional share of Common Stock would otherwise be
deliverable upon the conversion of any Series B Preferred Stock, the Corporation
shall make adjustment for such fractional share interest by payment to the
converting shareholder of cash in an amount bearing the same ratio to the fair
market value of a whole share of Common Stock of the Corporation, as determined
by the Corporation's Board of Directors, as the fractional interest to which the
shareholder would otherwise be entitled bears to a whole share of Common Stock.

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<PAGE>

     f) No Adjustments. No adjustment of the conversion ratio shall be made by
reason of:

          (i) The payment of any cash dividend on the Common Stock or any other
class of the capital stock of the Corporation;

          (ii) the purchase, acquisition, redemption or retirement by the
Corporation of any shares of the Common Stock or of any other class of the
capital stock of the Corporation, except as provided above;

          (iii) the issuance, other than as provided in the subdivisions of this
subsection, of any shares of Common Stock of the Corporation, or of any
securities convertible into shares of Common Stock or other securities of the
Corporation, or of any rights, warrants or options to subscribe for or purchase
shares of the Common Stock or other securities of the Corporation, or of any
other securities of the Corporation;

          (iv) any offer by the Corporation to redeem or acquire shares of its
Common Stock by paying or exchanging therefor stock of another corporation or
the carrying out by the Corporation of the transactions contemplated by such
offer, provided that at least 20 days prior to the expiration of any such offer
the Corporation shall mail written notice of such offer to the holders of the
Series B Preferred Stock then of record; or

          (v) the distribution to holders of Common Stock or other securities of
another issuer, if the issuers of such securities shall be engaged at the time
of such distribution in a business (i) which shall have been previously operated
on a divisional or subsidiary basis by an entity acquired by the Corporation and
(ii) which shall be distinct from the principal business of the entity to be
acquired.

     g) Reserve of Common Shares. The Corporation shall at all times reserve and
keep available solely for the purpose of issuance upon conversion of Series B
Preferred Stock, as herein provided, such number of shares of Common Stock as
shall be issuable upon the conversion of all outstanding Series B Preferred
Stock.

          All shares of Common Stock which may be issued upon conversion of the
shares of Series B Preferred Stock will upon issuance by the Corporation be
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof.

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<PAGE>

     h) Expenses. The issuance of certificates representing shares of Common
Stock upon conversion of the Series B Preferred Stock shall be made to each
applicable shareholder without charge for any excise tax in respect of such
issuance. However, if any certificate is to be issued in a name other than that
of the holder of record of the Series B Preferred Stock so converted, the person
or persons requesting the issuance thereof shall pay to the Corporation the
amount of any tax which may be payable in respect of any transfer involved in
such issuance, or shall establish to the satisfaction of the Corporation that
such tax has been paid or is not due and payable.

     i) Verification. Upon the occurrence of each adjustment or readjustment of
the conversion ratio pursuant hereto, the Corporation at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof, cause independent public accountants selected by the Corporation to
verify such computation and prepare and furnish to each holder of Series B
Preferred Stock affected thereby a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series B Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (a) such adjustment or
readjustment, (b) the conversion ratio at the time in effect, and (c) the number
of shares of Common Stock and the amount, if any, of other property which at the
time would be received upon the conversion of his Shares.

     j) Status of Converted Stock. Once the Shares of Series B Preferred Stock
are converted, the Shares so converted shall resume the status of authorized but
unissued shares of preferred stock.

     13. Limitations on Corporation; Shareholder Consent. So long as any Shares
of Series B Preferred Stock are outstanding, the Corporation shall not, without
the affirmative vote or the written consent as provided by law of 80% of the
holders of the outstanding Shares, voting as a class, change the preferences,
rights or limitations with respect to the Series B Preferred Stock in any
material respect prejudicial to the holders thereof, or increase the authorized
number of Shares of such Series, but nothing herein contained shall require such
a class vote or consent (a) in connection with any increase in the total number
of authorized shares of Common Stock, or (b) in connection with the
authorization, designation, increase or issuance of any series of preferred
stock holding liquidation preference equal to or subordinate to the Series B
Preferred Stock. Further, no such vote or written consent of the holders of the
Series B Preferred Stock shall be required if, at or prior to the time when such
change is to take effect, provision is made for the redemption of all Shares at
the time outstanding; and the provisions of this paragraph, shall not in any way
limit the right and power of the Corporation to issue any bonds, notes,
mortgages, debentures and other obligations, and to incur indebtedness to banks
and to other lenders.

     14. Stated Capital. Of the consideration received by the Corporation in
exchange for the issuance of each share of the Series B Preferred Stock, zero
shall constitute paid in capital.

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     15. Notices. All notices or other communications required or permitted to
be given pursuant to this resolution shall be in writing and shall be considered
as properly given or made if hand delivered, mailed by certified or registered
mail, return receipt requested, or sent by prepaid telegram, if to the
Corporation at its address indicated in its Annual Report as most recently filed
with the Florida Department of State, and if to a holder of Series B Preferred
Stock at the address set forth in the shareholder records as maintained by the
Corporation, or to such other address as any such shareholder may have
designated by like notice forwarded to the Corporation. All notices, except
notices of change of address, shall be deemed given when mailed or hand
delivered and notices of change of address shall be deemed given when received.

     IN WITNESS WHEREOF, PetCARE Television Network, Inc. has caused its
corporate seal to be hereunto affixed and this Certificate to be executed by its
President and Secretary as of the 10th day of November, 2003.


                                           /s/ Philip Cohen
                                           ----------------
                                           Philip Cohen, President



                                           /s/ Teresa J. Bray
                                           ------------------
                                           Teresa J. Bray, Secretary




STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

     The foregoing instrument was acknowledged before me this 10th day of
November, 2003, by Philip Cohen, President and Teresa J. Bray, Secretary of
PetCARE Television Network, Inc., on behalf of the corporation. These
individuals are personally known to me.


/s/ Donald R. Mastropietro
--------------------------
Donald R. Mastropietro
Notary Public


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