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EXHIBIT 3.3

                            Group Long Distance, Inc.

                              Articles of Amendment
                                    Creating
                            Series A Preferred Stock
                            ------------------------

         1. CREATION. Pursuant to the applicable provisions of the Florida
Business Corporation Act and Article VII of the Amended and Restated Articles of
Incorporation of Group Long Distance, Inc., a Florida corporation (the
"corporation"), the Board of Directors of the corporation creates and
establishes a series of Preferred Stock, no par value per share, which shall be
designated "Series A Preferred Stock." The corporation may issue up to an
aggregate of Two Hundred Thousand (200,000) shares of Series A Preferred Stock.

         2. CERTAIN DEFINITIONS. Unless the context otherwise requires, the
terms defined in this Section 2 shall have, for all purposes hereof, the
respective meanings hereinafter set forth:

                  (a) COMMON STOCK. The term "Common Stock" shall mean all
shares now or hereafter authorized of any class of common stock of the
corporation and any other stock of the corporation, howsoever designated,
authorized after the Issue Date, which has the right (subject always to prior
rights of any class or series of preferred stock) to participate in the
distribution of the assets of the corporation without limit as to the per share
amount.

                  (b) ISSUE DATE. The term "Issue Date" shall mean the date that
shares of Series A Preferred Stock are first issued by the corporation.

                  (c) JUNIOR STOCK. The term "Junior Stock" shall mean the
Common Stock and any other class or series of stock of the corporation
authorized or created after the Issue Date not entitled to receive any assets
upon the liquidation, dissolution or winding up of the affairs of the
corporation until the Series A Preferred Stock shall have received the entire
amount to which such Series A Preferred Stock is entitled upon any such
liquidation, dissolution or winding up.

                  (d) PARITY STOCK. The term "Parity Stock" shall mean any class
or series of stock of the corporation authorized or created after the Issue Date
entitled to receive assets upon the liquidation, dissolution or winding up of
the corporation on a parity with the Series A Preferred Stock.

                  (e) SENIOR STOCK. The term "Senior Stock" shall mean any class
or series of stock of the corporation authorized or created after the Issue Date
ranking senior to the Series A Preferred Stock in respect of the right to
participate in any distribution of the assets of the corporation upon the
liquidation, dissolution or winding up of the affairs of the corporation.

         3. DIVIDENDS. The holders of the Series A Preferred Stock shall not be
entitled to be paid any dividends on their shares of Series A Preferred Stock by
the corporation.

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         4. DISTRIBUTIONS UPON LIQUIDATION, DISSOLUTION OR WINDING UP. In the
event of any voluntary or involuntary liquidation, dissolution or other winding
up of the affairs of the corporation, subject to the prior preferences and other
rights of any Senior Stock, but before any distribution or payment shall be made
to the holders of Junior Stock, the holders of the Series A Preferred Stock
shall be entitled to be paid Twenty Dollars ($20.00) per share, and no more, in
cash. If, after the distribution to the holders of any Senior Stock of the full
amounts to which they are entitled, such payment shall have been made in full to
the holders of the Series A Preferred Stock and to the holders of any Parity
Stock, then the remaining assets and funds of the corporation shall be
distributed among the holders of Junior Stock according to their respective
shares. If, upon any such liquidation, dissolution or other winding up of the
affairs of the corporation, the net assets of the corporation distributable
among the holders of all outstanding shares of Series A Preferred Stock and of
any Parity Stock shall be insufficient to permit the payment in full to such
holders of the preferential amounts to which they are entitled, then the entire
net assets of the corporation remaining after the distributions to holders of
any Senior Stock of the full amounts to which they may be entitled shall be
distributed among the holders of Series A Preferred Stock and of any Parity
Stock ratably in proportion to the full amount to which they would otherwise be
respectively entitled.

         Neither the consolidation or merger of the corporation into or with
another corporation or corporations, or entity or entities, nor the sale of all
or substantially all of the assets of the corporation shall be deemed a
liquidation, dissolution or winding up of the affairs of the corporation within
the meaning of this Section 4.

         5. REDEMPTION.

                  (a) The corporation may, at the option of the Board of
Directors, call at any time and from time to time after the date which is one
year from and after the Issue Date for the redemption of any or all of the
outstanding shares of Series A Preferred Stock, if, as and when funds are
legally available for such purpose, at a redemption price of Twenty Dollars
($20.00) per share, and no more.

                  (b) Notice of any proposed redemption of the Series A
Preferred Stock shall be sent by or on behalf of the corporation, by first class
mail to the holders of record of the shares of Series A Preferred Stock at their
respective addresses as they shall appear on the records of the corporation, not
less than thirty day prior to the redemption date fixed in such notice. The
rights of the holders of shares of Series A Preferred Stock whose shares are
redeemed shall expire and terminate on such redemption date.

         6. CONVERSION.

                  (a) Each and every share of Series A Preferred Stock may, at
the option of the holder thereof, at any time and from time to time after the
date which is one year from and after the Issue Date be converted into ten
shares of Common Stock.

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                  (b) The number of shares of Common Stock into which the shares
of Series A Preferred Stock shall be convertible shall be subject to adjustment
from time to time as follows:

                           (i) If, at any time after the Issue Date, the number
         of shares of Common Stock outstanding is increased by a stock dividend
         payable in shares of Common Stock or by a subdivision or split-up of
         shares of Common Stock, then, following the record date fixed for the
         determination of holders of Common Stock entitled to receive such stock
         dividend, subdivision or split-up, the number of shares of Common Stock
         issuable on conversion of each share of Series A Preferred Stock shall
         be increased in proportion to such increase in the number of
         outstanding shares of Common Stock.

                           (ii) If, at any time after the Issue Date, the number
         of shares of Common Stock outstanding is decreased by a combination of
         the outstanding shares of Common Stock, then, following the record date
         for such combination, the number of shares of Common Stock issuable on
         conversion of each share of Series A Preferred Stock shall be decreased
         in proportion to such decrease in the number of outstanding shares of
         Common Stock.

                           (iii) In case, at any time after the Issue Date, of
         any capital reorganization, or any reclassification of the stock of the
         corporation (other than a change in par value or from par value to no
         par value or from no par value to par value or as a result of a stock
         dividend or subdivision, split-up or combination of shares), or the
         consolidation or merger of the corporation with or into another entity
         (other than a consolidation or merger in which the corporation is the
         continuing entity and which does not result in any change in the Common
         Stock) or of the sale or other disposition of all or substantially all
         of the properties and assets of the corporation as an entirety to any
         person or other entity, each share of Series A Preferred Stock shall,
         after such reorganization, reclassification, consolidation, merger,
         sale or other disposition, be convertible into the kind and number of
         shares of stock or other securities or property of the corporation or
         of the entity resulting from such consolidation or surviving such
         merger or to which such properties and assets shall have been sold or
         otherwise disposed to which the holder of the number of shares of
         Common Stock deliverable (immediately prior to the time of such
         reorganization, reclassification, consolidation, merger, sale or other
         disposition) upon conversion of such share of Series A Preferred Stock
         would have been entitled upon such reorganization, reclassification,
         consolidation, merger, sale or other disposition. The provisions of
         this Section 6(b)(iii) shall similarly apply to successive
         reorganizations, reclassifications, consolidations, mergers, sales or
         other dispositions.

                  (c) Whenever the number of shares of Common Stock into which
the Series A Preferred Stock may be converted is adjusted as provided in Section
6(b) hereof, the corporation shall forthwith file, at the office of corporation
or any transfer agent designated by the corporation for the Series A Preferred
Stock, a statement, signed by its Chief Financial Officer, showing in detail the
facts requiring such adjustment and the new number of shares of Common Stock
into which each share of Series A Preferred Stock may be converted. The

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corporation shall also cause a copy of such statement to be sent by first-class
certified mail, return receipt requested, postage prepaid, to each holder of
shares of Series A Preferred Stock at such person's address appearing on the
corporation's records.

                  (d) A holder of shares of Series A Preferred Stock may, at any
time and from time to time after the date which is one year from and after the
Issue Date, convert all or a portion of his shares of Series A Preferred Stock
into shares of Common Stock by the delivery of written notice to such effect to
the corporation, together with the certificate or certificates representing the
shares of Series A Preferred Stock to be so converted and appropriately endorsed
forms of assignment. As soon as practicable after its receipt of all necessary
documents properly endorsed, the corporation shall issue, or cause to be issued,
one or more certificates representing the shares of Common Stock.

                  (e) The corporation shall at all times after the date which is
one year from and after the Issue Date reserve out of its authorized but
unissued shares of Common Stock or the shares of Common Stock held in its
treasury an adequate number of shares so as to permit the conversion of all of
the issued and outstanding shares of Series A Preferred Stock in accordance with
the provisions of this Section 6.

                  (f) All shares of Common Stock which may be issued in
connection with a conversion pursuant to this Section 6 will, upon issuance by
the corporation, be validly issued, fully paid and nonassessable, with no
personal liability attaching to the ownership thereof, and free from all liens,
encumbrances or charges with respect thereto.

         7. VOTING. Except as may otherwise be required by applicable law,
shares of Series A Preferred Stock shall not have any voting rights.

         8. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
applicable law, shares of Series A Preferred Stock shall not have any powers,
preferences or relative, participating, optional or other special rights, other
than those specifically set forth in these articles of amendment (and as these
articles of amendment may be amended from time to time) and in the Articles of
Incorporation. Shares of Series A Preferred Stock shall have no preemptive or
subscription rights.

         9. HEADINGS. The headings of the various sections and subsection hereof
are for convenience of reference only, and shall not affect the meaning or
interpretation of any of the provisions hereof.

          10. SEVERABILITY. If any power, preference, right or limitation of the
Series A Preferred Stock set forth in these articles of amendment (and as these
articles of amendment may be amended from time to time) is invalid, unlawful or
incapable of being enforced by reason of any rule of law or public policy, then
all other powers, preferences, rights and limitations set forth in these
articles of amendment (and as so amended) which can be given effect without the
invalid, unlawful or unenforceable power, preference, right or limitation shall,
nevertheless, remain in full force and effect, and no power, preference, right
or limitation herein set forth shall be deemed dependent upon any other such
power, preference, right or limitation unless so expressed herein.

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          11. STATUS OF REACQUIRED SHARES. Shares of Series A Preferred Stock
which have been issued and reacquired by the corporation in any manner shall
(upon compliance with any applicable provisions of law) have the status of
authorized and unissued shares of Preferred Stock, issuable in series,
undesignated as to series, and may be redesignated and reissued.

          12. ADOPTION OF AMENDMENT. This Amendment to the Articles of
Incorporation of the corporation was duly adopted by the Board of Directors of
the corporation on March 30, 2001. Pursuant to the provisions of Section
607.0602 of the Florida Statutes and Article VII of the Amended and Restated
Articles of Incorporation of the corporation, approval of the shareholders of
the corporation is not required.


         IN WITNESS WHEREOF, this instrument has been executed by the
undersigned director of the corporation on March 30, 2001.



                                                        Glenn S. Koach, Director