DEAN HELLER               STATE OF NEVADA           CHARLES E. MOORE
Secretary of State                                  Securities Administrator

 RENEE L. PARKER                                       SCOTT W. ANDERSON
   Chief Deputy             [GRAPHIC OMITTED]           Deputy Secretary
Secretary of State                                  for Commercial Recordings

   PAMELA RUCKEL                                           ELLICK HSU
 Deputy Secretary             OFFICE OF THE            Deputy Secretary
for Southern Nevada         SECRETARY OF STATE           for Elections



                             FILING ACKNOWLEDGEMENT

                                                              March 21,2005
JOB NUMBER               CORPORATION NUMBER
C20050322-0042           Cl7516-2003

FILING DESCRIPTION       DOCUMENT FILING              DATE/TIME OF FILING
                         NUMBER

Amended Designation      20050072901-36               March 21, 2005
                                                      02:24:19 PM

CORPORATION NAME                   RESIDENT AGENT
ZANN CORP.                         CAPITOL CORPORATE SERVICES, INC.





The  attached  document(s)  were  filed  with  the  Nevada  Secretary  of State,
Commercial  Recordings  Division.  The filing date and time have been affixed to
each  document,  indicating the date and time of filing. A filing number is also
affixed  and  can  be  used  to  reference  this  document  in  the  future.


                                                      Respectfully,

                                                      /s/ Dean Heller

                                                      DEAN HELLER
                                                      Secretary of State


                          COMMERCIAL RECORDING DIVISION
                              200 N. Carson Street
                         Carson City, Nevada 89701-4069
                            Telephone (775) 684-5708
                               Fax (775) 684-5630


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[GRAPHIC OMITTED)                                           Entity #
DEAN HELLER                                                 C17516-2003
Secretary  of  State                                        Document Number:
264  North  Carson  Street,  Suite  1                       20050072901-36
Carson  City,  Nevada  89701-4299
(775)  654  5766                                            Date Filed:
Website:  secretaryofstate.biz                              3/21/2005 2:24:19 PM
                                                            In the office of
---------------------------------
          AMENDMENT TO
    CERTIFICATE OF DESIGNATION                              /s/ Dean Heller
AFTER ISSUANCE OF CLASS OR SERIES
    (PURSUANT TO NRS 78.1955)                               Dean Heller
---------------------------------                           Secretary of State

Important: Read attached instructions before completing form.

                                              ABOVE SPACE IS FOR OFFICE USE ONLY

             Certificate of Amendment to Certificate of Designation
             ------------------------------------------------------
                          For Nevada Profit Corporation
                          -----------------------------
          (Pursuant to NRS 78.1955 -After Issuance of Class or Series)

1.  Name  of  corporation:
    ----------------------------------------------------------------------------
    ZANN CORP.
    ----------------------------------------------------------------------------
2.  Stockholder  approval  pursuant  to  statute  has  been  obtained.

3.  The  class  or  series  of  stock  being  amended;
    ----------------------------------------------------------------------------
    Series  C  Preferred  Stock,  20,000,000  shares

    ----------------------------------------------------------------------------
4.  By  a  resolution  adopted  by  the  board  of directors, the certificate of
    designation  is  being  amended  as  follows or the new class or series is;
    ----------------------------------------------------------------------------
    Series  C  Preferred  Stock  is  to  consist  of  25,000,000 shares and the
    relative  rights, preferences and terms of the Series C Preferred Stock are
    hereby  amended  in  their  entirety  to  read  as  follows:

     1.   Dividends.  Except  as  provided  herein,  the  holders of outstanding
     shares  of  the Series C Preferred Stock shall be entitled to receive cash,
     stock,  or  other  property,  as dividends when, as, and if declared by the
     Board  of  Directors  of  the  Company. If shares of the Series C Preferred
     Stock  or  the  common stock of the Company, (the "Common Stock") are to be
     issued  as  a  dividend,  any  such shares shall be issued as Market Value.
     "Market Value" for the Common Stock for the purposes of this Certificate of
     Designation shall mean the average of the bid and ask prices for the Common
     Stock for five business days preceding the declaration of a dividend by the
     Board of Directors. "Market Value" with respect to any shares of the Series
     C  Preferred  Stock shall be as determined by the Board of Directors, whose
     decision  shall  be  final  and  binding  on  all  parties.
     (CONTINUATION  ATTACHED)

    ----------------------------------------------------------------------------
5.  Effective date of filing (optional):
                                         -------------------------------
6.  Officer Signature(Required):    /s/  illegible
                                 ---------------------------------------

     IMPORTANT:  Failure  to include any of the above Information and submit the
     proper  fees  may  cause  this  filing  to  be  rejected.

     Filing Fee: $175.00

     SUBMIT IN DUPLICATE

     This form must be accompanied by appropriate fees. See attached fee
     schedule.


<PAGE>
                                  CONTINUATION
                            FOR THE AMENDMENT TO THE
                           CERTIFICATE OF DESIGNATION
                      ESTABLISHING SERIES C PREFERRED STOCK
                                  OF ZANN CORP.

     2.     Redemption  Rights.  Subject  to the applicable provisions of Nevada
            ------------------
law,  the  Company,  at  the  option of its directors, and with the consent of a
majority of the stockholders of the Series C Preferred Stock, may at any time or
from  time  to  time  redeem  the  whole or any part of the outstanding Series C
Preferred  Stock.  Any  such redemption shall be pro rata with respect to all of
the  holders  of  the  Series  C Preferred Stock.   Upon redemption, the Company
shall  pay  for  each  share redeemed the amount of $0.001 per share, payable in
cash,  the  redemption  amount  being  referred  to  as  the "Redemption Price."

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series C Preferred Stock to be redeemed, such
notice  to  be  addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the  purpose  of notice, or if no such address appears or is given, at the place
where  the  principal  office of the Company is located. Such notice shall state
the  date fixed for redemption and the redemption price, and shall call upon the
holder  to  surrender to the Company on said date at the place designated in the
notice  such  holder's certificate or certificates representing the shares to be
redeemed.  On  or after the date fixed for redemption and stated in such notice,
each  holder  of  Series C Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the redemption
price.  If  less  than  all  the  shares  represented  by  any  such surrendered
certificate  are  redeemed,  a  new certificate shall be issued representing the
unredeemed  shares. If such notice of redemption shall have been duly given, and
if  on the date fixed for redemption funds necessary for the redemption shall be
available  therefor, notwithstanding that the certificates evidencing any Series
C  Preferred  Stock  called  for redemption shall not have been surrendered, the
dividends  with  respect  to the shares so called for redemption shall forthwith
after  such  date  cease  and determine, except only the right of the holders to
receive  the  redemption  price  without  interest  upon  surrender  of  their
certificates  therefore.

     If,  on  or  prior  to  any date fixed for redemption of Series C Preferred
Stock,  the  Company deposits, with any bank or trust company as a trust fund, a
sum  sufficient  to redeem, on the date fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to give the notice of redemption thereof (or to complete the
giving  of  such  notice if theretofore commenced) and to pay, or deliver, on or
after  the  date  fixed for redemption or prior thereto, the redemption price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so called shall be redeemed and any
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  constitute full payment of the shares to their
holders,  and  from and after the date of the deposit the shares shall no longer
be  outstanding  and  the  holders  thereof  shall cease to be stockholders with
respect to such shares, and shall have no rights with respect thereto except the
right  to receive from the bank or trust company payment of the redemption price
of  the  shares  without  interest,  upon  the  surrender  of their certificates
therefor.  Any  interest accrued on any funds so deposited shall be the property
of,  and  paid  to,  the  Company. If the holders of Series C Preferred Stock so
called for redemption shall not, at the end of six years from the date fixed for
redemption  thereof,  have  claimed  any  funds so deposited, such bank or trust
company  shall  thereupon pay over to the Company such unclaimed funds, and such
bank  or  trust  company  shall  thereafter be relieved of all responsibility in
respect  thereof to such holders and such holders shall look only to the Company
for  payment  of  the  redemption  price.

     3.     Liquidation Rights.  Upon the dissolution, liquidation or winding up
            ------------------
of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares of Series C Preferred Stock shall be entitled to receive out
of  the  assets  of  the  Company  the sum of $0.001 per share (the "Liquidation
Rate")  before any payment or distribution shall be made on the Common Stock, or
any  other  class of capital stock of the Company ranking junior to the Series C
Preferred  Stock.

          (a)     The  sale,  conveyance, exchange or transfer (for cash, shares
of  stock,  securities  or  other consideration) of all or substantially all the
property  and  assets  of  the  Company  shall  be  deemed  a  dissolution,


                                        1
<PAGE>
liquidation  or  winding up of the Company for purposes of this Paragraph 3, but
the  merger, consolidation, or other combination of the Company into or with any
other  corporation,  or  the  merger, consolidation, or other combination of any
other  corporation  into or with the Company, shall not be deemed a dissolution,
liquidation  or  winding  up,  voluntary  or  involuntary,  for purposes of this
Paragraph  3.  As  use herein, the "merger, consolidation, or other combination"
shall  include,  without  limitation, a forward or reverse triangular merger, or
stock  exchange  of  the  Company  and  any  of  its subsidiaries with any other
corporation,

          (b)     After  the  payment  to  the holders of shares of the Series C
Preferred  Stock  of the full preferential amounts fixed by this Paragraph 3 for
shares  of  the  Series C Preferred Stock, the holders of the Series C Preferred
Stock as such shall have no right or claim to any of the remaining assets of the
Company.

          (c)     In  the  event  the  assets  of  the  Company  available  for
distribution  to  the  holders of the Series C Preferred Stock upon dissolution,
liquidation  or  winding  up of the Company shall be insufficient to pay in full
all  amounts to which such holders are entitled pursuant to this Paragraph 3, no
distribution  shall  be  made  on  account of any shares of a class or series of
capital stock of the Company ranking on a parity with the shares of the Series C
Preferred Stock, if any, upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of the
Series  C  Preferred  Stock,  ratably,  in  proportion  to the full distributive
amounts  for  which  holders of all such parity shares are respectively entitled
upon  such  dissolution,  liquidation  or  winding  up.

     4.     No Conversion.  The shares of the Series C Preferred Stock shall not
            -------------
be  convertible  into  shares of the Common Stock, Preferred Stock, or any other
securities  of  the  Company.

     5.     Preferred  Status.  The  rights  of  the  shares of the Common Stock
            -----------------
shall  be  subject  to  the preferences and relative rights of the shares of the
Series  C  Preferred  Stock. Without the prior written consent of the holders of
not  less  than  two-thirds  (2/3)  of  the  outstanding  shares of the Series C
Preferred  Stock,  the Company shall not hereafter authorize or issue additional
or  other  capital  stock  that  is of senior or equal rank to the shares of the
Series  C  Preferred Stock in respect of the preferences as to distributions and
payments  upon  the  liquidation,  dissolution  and  winding  up  of the Company
described  in  Paragraph  3  above.

     6.     Restriction  on  Dividends.  If any shares of the Series C Preferred
            --------------------------
Stock  are outstanding, the Company shall not, without the prior written consent
of  the holders of not less than two-thirds (2/3) of the then outstanding shares
of the Series C Preferred Stock, directly or indirectly declare, pay or make any
dividends  or  other  distributions  upon,  any  of  the  Common  Stock.
Notwithstanding  the  foregoing,  this  paragraph shall not prohibit the Company
from  declaring  and paying a dividend in cash with respect to the shares of the
Common Stock so long as the Company simultaneously pays each holder of shares of
the  Series  C Preferred Stock an amount in cash equal to the amount such holder
would  have  received  had all of such holder's shares of the Series C Preferred
Stock  been converted to shares of the Common Stock on the business day prior to
the  record  date  for  any  such  dividend.

     7.     Vote  to Change the Terms of  the Series C Preferred Stock.  Without
            ----------------------------------------------------------
the  prior  written  consent of the holders of not less than two-thirds (2/3) of
the  outstanding  shares  of the Series C Preferred Stock, the Company shall not
amend,  alter, change or repeal any of the powers, designations, preferences and
rights  of  the  Series  C  Preferred  Stock.

     8.     Lost  or  Stolen  Certificates.  Upon  receipt  by  the  Company  of
            ------------------------------
evidence  satisfactory  to  the  Company  of  the  loss,  theft,  destruction or
mutilation of any Preferred Stock Certificates representing shares of the Series
C  Preferred  Stock,  and,  in  the  case  of loss, theft or destruction, of any
indemnification  undertaking or bond, in the Company's discretion, by the holder
to  the  Company and, in the case of mutilation, upon surrender and cancellation
of the Preferred Stock Certificate(s), the Company shall execute and deliver new
Series  C  Preferred  Stock  Certificate(s)  of  like  tenor and date; provided,
however, the Company shall not be obligated to re-issue Series C Preferred Stock
Certificates  if  the  holder  thereof contemporaneously requests the Company to
convert  such  shares  of  the  Series  C Preferred Stock into the Common Stock.


                                        2
<PAGE>
     9.     Voting.  On  all  matters  submitted to a vote of the holders of the
            ------
Common Stock, including, without limitation, the election of directors, a holder
of  shares  of  the  Series C Preferred Stock shall be entitled to the number of
votes  on  such  matters equal to the number of shares of the Series C Preferred
Stock  held  by  such  holder  multiplied  by  500.  If  no  such record date is
established,  the  date  to  be  used  for the determination of the stockholders
entitled  to  vote  on  such  matters  shall  be the date on which notice of the
meeting  of stockholders at which the vote is to be taken is marked, or the date
any  written consent of stockholders is solicited if the vote is not to be taken
at  a  meeting.  The  holders  of  Series  C Preferred Stock shall not vote as a
separate  class,  but shall vote with the holders of the Common Stock. Except as
otherwise  may  be  provided by law, the holders of the Series C Preferred Stock
shall  be  entitled  to  one  vote  on  all matters submitted to the vote of the
holders  of  the  Preferred  Stock.


                                        3
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