[Graphic  Omitted]

DEAN  HELLER                                               Entity #
SECRETARY  OF  STATE                                       C17516-2003
204  NORTH  CARSON STREET, SUITE 1                         Document #
CARSON CITY, NEVADA 89701-4299                             20050051963-31
(775) 884 5708                                             Date Filed:
WEBSITE:  SECRETARYOFSTATE.BIZ                             3/8/2005  11:52:07 AM
                                                           In the office of
            ----------------------------                   /s/ Dean Heller
            CERTIFICATE  OF  DESIGNATION                   Dean Heller
            (PURSUANT  TO  NRS  78.1955)                   Secretary of State
            ----------------------------

IMPORTANT: READ ATTACHED INSTRUCTIONS                      ABOVE SPACE IS FOR
  BEFORE COMPLETING FORM.                                  OFFICIAL USE ONLY


                           CERTIFICATE  OF  DESIGNATION
                           ----------------------------
                         FOR  NEVADA  PROFIT  CORPORATIONS
                         ---------------------------------
                           (PURSUANT  TO  NRS  78.1955)

1.   NAME  OF  CORPORATION:
     ---------------------------------------------------------------------------
     ZANN CORP.
     ---------------------------------------------------------------------------

2.   By  resolution  of  the  board  of directors pursuant to a provision in the
     articles  of  incorporation,  this  certificate  establishes  the following
     regarding  the  voting  powers,  designations,  preferences,  limitations,
     restrictions and relative rights of the following class or series of stock:
     ---------------------------------------------------------------------------

     Series  B  Preferred  Stock,  to  consist  of  1,250,000 shares and to have
     the following terms:

     1. Dividends.  Except  as  provided  herein,  the  holders  of  outstanding
     shares of the Series B Preferred Stock shall receive shares of the Series B
     Preferred  Stock  of the Company, as dividends on yearly basis. Each holder
     of  outstanding  shares  of  the Series B Preferred Stock shall receive, on
     January  31 of each year following the issuance of each share of the Series
     B  Preferred  Stock,  a dividend consisting of such number of shares of the
     Series  B {referred Stock of the Company which number will equal 10 percent
     of  the  aggregate  number of shares of the Series B Preferred Stock shares
     held  by  such  holder  of  the  Series B Preferred Stock of the Company on
     December 31 immediately preceding the dividend payment date.

     2. Redemption  Rights.  Subject  to  the  applicable  provisions  of Nevada
     law, the Company, at the option of its direction may at any time within two
     years  of  the date hereof, redeem the whole or any part of the outstanding
     Series  B  Preferred  Stock.  Any  such  redemption  shall be pro rata with
     respect  to  all  of  the  holders  of  the  Series B Preferred Stock. Upon
     redemption  the  Company shall pay for each share redeemed the amount $4.00
     per  share,  payable  in  cash  (the  "Redemption  Price").  [CONTINUATION
     ATTACHED]
     ---------------------------------------------------------------------------

3.  EFFECTIVE  DATE  OF  FILING  (OPTIONAL):
                                             -----------------------------------
                 (must not be later than 90 days after the certificate is filed)

4.  OFFICER  SIGNATURE:  /s/
                        --------------------------------------------------------

FILING  FEE:  $175.00

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

SUBMIT  IN  DUPLICATE


This form must be accompanies by appropriate fees.     Nevada Secretary of State
See attached fee schedule.                           AM 78.1955 Designation 2003
                                                            Revised on: 11/03/03


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

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series B 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 B 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
B  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  therefor.

     If,  on  or  prior  to  any date fixed for redemption of Series B 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 B Preferred Stock so
called for redemption shall not, at the end of two 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 took 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 B 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  me Common Stock,  or any other  class of capital  stock of the
Company ranking junior to the Series B 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, liquidation
or winding up of the Company for purposes of this Paragraph 3, but the merger or
consolidation of  the  Company  into  or  with  any  other  corporation, or  the
merger  or consolidation  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.

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


                                        1

Continuation for the Certificate of Designation for Series B Preferred Stock

<PAGE>
            (c)     In  the  event  the  assets  of  the Company  available  for
distribution to the  holders  of  the  Series  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 ofthe Company ranking on a parity with the shares of the  Series B
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  B 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.     Conversion of Series B  Preferred  Stock. At any time, the holder of
            -----------------------------------------
shares  of  the  Series B Preferred Stock shall have the right, at such holder's
option,  to  convert  any  number of shares of the Series B Preferred Stock into
shares  of the Common Stock. Such right to convert shall commence as of the date
the  shares  of  such  Series  B  Preferred Stock are issued to such holder (the
"Issue  Date")  and  shall  continue  thereafter for a period of two years, such
period ending on the second anniversary of the Issue Date. In the event that the
holder of the Series B Preferred Stock elects to convert such shares into Common
Stock,  the  holder  shall have 60 days from the date of such notice in which to
tender  his  shares  of  Series  B  Preferred  Stock  to  the  Company. Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

            (a)     Conversion  Rate. Subject to  adjustment as provided herein,
                    ----------------
each share of the Series B  Preferred  Stock shall be convertible into one fully
paid  and  nonassessable  share  of  the Common  Stock  (the "Conversion Rate").

            (b)     Adjustment of Conversion Rate for Dilution and Other Events.
                    ------------------------------------------------------------
In order to prevent dilution of the rights granted  to the holders of shares  of
the Series B Preferred Stock, the Conversion Rate will  be subject to adjustment
from time to time as follows:

                    (i)       Adjustment of  Conversion  Rate  upon  Subdivision
                              --------------------------------------------------
or Combination of the Common  Stock.  If the Company at any  time subdivides (by
------------------------------------
any  stock split, stock dividend, recapitalization  or otherwise) the authorized
Common Stock into a greater  number  of  shares,  the  Conversion Ratein  effect
immediately  prior  to  such subdivision  will  be proportionately increased. If
the  Company  at  any  time  combines  (by combination,  reverse stock  split or
otherwise)  the authorized  Common  Stock  into  a smaller number of shares, the
Conversion  Rate  in  effect  immediately  prior  to  such combination  will  be
proportionately  reduced.

                    (ii)      Reorganization,  Reclasaification,  Consolidation,
                              --------------------------------------------------
Merger,  or  Sale.  Any recapitalization,  reorganization,  reclassification,
------------------
consolidation,  merger, or other similar transaction which is effected in such a
way that holders of the Common Stock are entitled to receive (either directly or
upon  subsequent  liquidation) stock, securities or assets with respect to or in
exchange  for  the  Common  Stock  is referred to herein as an "Organic Change."
Prior  to  the  consummation  of  any  Organic  Change,  the  Company  will make
appropriate  provision,  in  form and substance satisfactory to the holders of a
majority  of  the  outstanding shares of the Series B Preferred Stock, to ensure
that  each  of  the  holders  of  shares  of  the  Series B Preferred Stock will
thereafter  have  the right to acquire and receive in lieu of or in addition to,
as  the  case  may  be,  the  shares of the Common Stock immediately theretofore
acquirable  and  receivable  upon  the  conversion  of  such  holder's  Series B
Preferred  Stock, such shares of stock, securities or assets as may be issued or
payable  with  respect  to or in exchange for the number of shares of the Common
Stock  immediately  theretofore acquirable and receivable upon the conversion of
such holder's shares of the Series B Preferred Stock had such Organic Change not
taken  place.  In any such case, the Company will make appropriate provision, in
form  and substance satisfactory to the holders of a majority of the outstanding
shares of the Series B Preferred Stock, with respect to such holders' rights and
interests  to  ensure  that  the provisions of this paragraph and paragraph 4(c)
below will thereafter be applicable to the Series B Preferred Stock. The Company
will  not  effect  any  such  consolidation  or  merger,  unless  prior  to  the
consummation  thereof  the successor entity resulting from such consolidation or
merger,  if  other than the Company, assumes, by written instrument, in form and
substance satisfactory to the holders of a majority of the outstanding shares of
the Series B Preferred Stock, the obligation to deliver to each holder of shares
of  the  Series B Preferred Stock such shares of stock, securities or assets as,
in accordance with the foregoing provisions, that such holder may be entitled to
acquire.


                                        2

Continuation  for  the  Certificate  of Designation for Series B Preferred Stock

<PAGE>
                    (iii)         Notices. Immediately  upon  any  adjustment of
                                  --------
the  Conversion Rate, the Company will give written notice of such adjustment to
each  holder  of  shares  of  the  Series  B  Preferred  Stock, setting forth in
reasonable  detail and certifying the calculation of such adjustment The Company
win give written notice to each holder of shares of the Series B Preferred Stock
at  least  20  days  prior  to the date on which the Company closes its books or
takes  a  record  with  respect  to any dividend or distribution upon the Common
Stock,  or  with  respect  to  any pro rata subscription offer to holders of the
Common Stock, The Company will also give written notice to each holder of shares
of  the Series B Preferred Stock at least 20 days prior to the date on which any
Organic Change, dissolution or liquidation will take place.

            (c)     Purchase  Rights.  If  at  any  time  the  Company  grants,
                    -----------------
issues or sells any options, convertible securities or rights to purchase stock,
warrants,  securities  or  property  pro rata to the holders of the Common Stock
(the  "Purchase  Rights"),  then each holder of shares of the Series B Preferred
Stock  will  be  entitled to acquire, upon the terms applicable to such Purchase
Rights,  the  aggregate Purchase Rights which such holder could have acquired if
such  holder  had  held the number of shares of the Common Stock acquirable upon
complete  conversion  of  the  holder's  shares  of the Series B Preferred Stock
immediately  before  the date on which a record is taken for the grant, issuance
or  sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of the Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.

            (d)     Mechanics of Conversion.  To  convert shares of the Series B
                    ------------------------

Preferred  Stock  into  full  shares  of  the  Common  Stock  on  any  date (the
"Conversion  Date"),  the  holder  thereof  shall  (i)  deliver  or  transmit by
facsimile  to  the Company, for receipt on or prior to 11:59 p.m., Eastern Time,
on  the  Conversion Date, a copy of a fully executed notice of conversion in the
form  attached hereto  as  Attachment  A  (the  "Conversion  Notice"), and  (ii)
                           -------------
surrender to a common carrier for delivery to the Company as soon as practicable
following  such  date,  the  certificates (each a "Preferred Stock Certificate")
representing  the  shares of the Series B Preferred Stock being converted, or an
indemnification undertaking with respect to such shares in the case of the loss,
theft  or  destruction  thereof,  and the originally executed Conversion Notice.
Upon  receipt  by  the  Company  of a facsimile copy of a Conversion Notice, the
Company shall immediately send, via facsimile, a confirmation of receipt of such
Conversion  Notice  to  such  holder. Within five business days of the Company's
receipt  of the originally executed Conversion Notice and the holder's Preferred
Stock  Certificate(s), the Company shall issue and surrender to a common carrier
for  overnight  delivery to the address as specified in the Conversion Notice, a
certificate,  registered  in  the  name  of  the holder or its designee, for the
number of shares of the Common Stock to which the holder is entitled.

            (e)     Record Holder.  The  person  or  persons entitled to receive
                    --------------
shares  of  me  Common  Stock issuable upon conversion of shares of the Series B
Preferred  Stock  shall  be  treated  for  all  purposes as the record holder or
holders of such shares of the Common Stock on the Conversion Date.

            (f)     Fractional  Shares.  The  Company  shall not be required to
                    -------------------
issue  any  fraction  of  a  share  of the Common Stock upon any conversion. All
shares  of  the  Common  Stock,  including  fractions  thereof,  issuable  upon
conversion  of  more  than  one  share  of the Series B Preferred Stock shall be
aggregated  for  purposes  of determining whether the conversion would result in
the  issuance  of  a  fraction  of  a  share of the Common Stock. If, after such
aggregation, the issuance would result in the issuance of a fraction of it share
of  the  Common  Stock,  the Company shall round such fraction of a share of the
Common Stock up or down to the nearest whole share.

            (g)     Reissuaace  of  Certificate. In the event of a conversion of
                    ----------------------------

less  than  all  of  the shares of the Series B Preferred Stock represented by a
particular  Preferred  Stock Certificate, the Company shall promptly cause to be
issued and delivered to the holder of such Series B Preferred Stock a new Series
B  Preferred Stock Certificate representing the remaining shares of the Series B
Preferred Stock which were not corrected.

     5.     Reservation  of Shares. The Company  shall,  so  long as  any of the
            -----------------------
shares  of  the  Series  B  Preferred  Stock  are  outstanding, reserve and keep
available  out of its authorized and unissued shares of the Common Stock, solely
for  the  purpose  of  effecting  the  conversion  of the shares of the Series B
Preferred  Stock, the number of shares of the Common Stock as shall from time to
time  be sufficient to affect the conversion of all of the outstanding shares of
the Series B Preferred Stock.


                                        3

Continuation for the Certificate of Designation for Series B Preferred Stock

<PAGE>
                                  ATTACHMENT A
                                   ZANN CORP.
                                CONVERSION NOTICE

     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation Establishing Series B Preferred Stock of Zann Corp., the undersigned
hereby  elects  to convert the number of shares of Series B Preferred Stock, par
value  $0.001  per  share,  of  Zann Corp. (the "Company"), indicated below into
shares  of the Common Stock, par value $0.001 per share (the "Common Stock"), of
the  Company, by tendering the stock certificate(s) representing the share(s) of
the  Series  B  Preferred  Stock specified below as of the date specified below.

     The  undersigned  acknowledges  that  the  securities  issuable  to  the
undersigned upon conversion of shares of the Series B Preferred Stock may not be
sold,  pledged, hypothecated or otherwise transferred unless such securities are
registered under the Securities Act, and any other applicable securities law, or
the  Company  has  received  an  opinion  of  counsel  satisfactory  to  it that
registration  is not required. A legend in substantially the following form will
be placed on any certificates or other documents evidencing the securities to be
issued  upon  any  conversion  of  the  shares  of the Series B Preferred Stock:

          THE  SECURITIES  REPRESENTED  BY  THIS  INSTRUMENT  OR  DOCUMENT
          HAVE  BEEN  ACQUIRED  FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
          UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
          LAW  OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY
          NOT  BE  SOLD,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE TRANSFERRED
          EXCEPT  UPON  DELIVERY  TO  THE  COMPANY OF AN OPINION OF COUNSEL
          SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR
          SUCH  TRANSFER  OR  THE  SUBMISSION  TO THE COMPANY OF SUCH OTHER
          EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
          ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT
          OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE
          OR REGULATION PROMULGATED THEREUNDER.

Date  of  Conversion: ______________________________________

Number  of  shares  of  the  Series  B  Preferred  Stock  to  be  converted:
____________________________________________________________

Stock  certificate  no(s).  of  the snares of the Series B Preferred Stock to be
converted:__________________________________________________

Conversion  Rate:___________________________________________

Number  of  shares  of  the  Common  Stock  to  be  issued:
____________________________________________________________

Name  in  which  shares  of  the  Common  Stock  are  to  be  issued:
____________________________________________________________



____________________________________________________________
Signature

____________________________________________________________
Printed  Name  and  Address


<PAGE>