U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                 FORM 10-QSB/A1


                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: June 30, 2001

                         Commission File Number: 0-28031




                              RADIOTOWER.COM, INC.
        (Exact name of small business issuer as specified in its charter)



                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   91-1921581
                                   ----------
                        (IRS Employer Identification No.)

                              #8-4106 Albert Street
                        Burnaby, British Columbia, Canada
                        ---------------------------------
                    (Address of principal executive offices)

                                     V5C 2E6
                                   (Zip Code)


                                 (604) 842-2037
                                 --------------
                           (Issuer's Telephone Number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days:
Yes __X__ No ____.


The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of August 28, 2001 was 29,250,000 shares.





<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our unaudited financial  statements for the six month period ended June 30,
2001, are attached hereto.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following  discussion  should be read in conjunction with the financial
statements and notes thereto included herein. In connection with, and because we
desire  to take  advantage  of,  the "safe  harbor"  provisions  of the  Private
Securities  Litigation  Reform Act of 1995, we caution readers regarding certain
forward  looking  statements in the following  discussion  and elsewhere in this
report and in any other  statement made by, or on our behalf,  whether or not in
future  filings with the  Securities and Exchange  Commission.  Forward  looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on, our behalf.  We disclaim  any  obligation  to update
forward looking statements.

     We generated an aggregate of $1,309 in revenues during the six month period
ended June 30, 2001,  $781 of which was generated  during the three month period
ended March 31, 2001. In our management's view, these revenues are not material.
As  such,  we have  elected  to  present  a Plan  of  Operation,  rather  than a
comparison of results of operations.

Subsequent Event

     As a result of our inability to raise additional  capital in order to allow
us to  implement  our Plan of Operation  discussed  below,  on July 2, 2001,  we
entered  into an  agreement  for the  acquisition  of  certain  assets  owned by
Fullerene USA, Inc.  ("Fullerene"),  a privately held Nevada  corporation.  This
agreement  (the  "Fullerene  Agreement")  contained  various  conditions  to  be
completed  prior  to  effectiveness,   including  completion  of  due  diligence
activities and other matters.  As of the date of this Report,  these  conditions
have not been satisfied in full, but it is anticipated  that this agreement will
close in the foreseeable  future.  The terms of the Fullerene  Agreement provide
for the acquisition by us of an exclusive worldwide license (except for

                                        2

<PAGE>



Japan) in Fullerene's proprietary fuel cell technology, including certain future
acquired  intellectual  property,  for use in  transportation  application  (the
"Assets").  In exchange for the Assets,  we will issue 30,100,000  shares of our
"restricted"  common  stock,  equal to  ownership  of  approximately  51% of our
outstanding  stock.  In this  regard  and in  expectation  of  this  transaction
closing,  we amended our  Articles of  Incorporation,  increasing  the number of
authorized common shares to 200,000,000.

     In the event the Fullerene  Agreement  does close (of which there can be no
assurance),  we intend to abandon  our prior  business  plan.  If the  Fullerene
Agreement does  successfully  close, it is expected that our name will change to
"Pacific Fuel Cell Corporation," or some form thereof.  However,  as of the date
of this Report, we have not taken any affirmative  action to cause us to abandon
our current plan of operation and no amendment to our Articles of  Incorporation
changing our name has been filed.

Plan of Operation

     Our  existing  plan of  operation  is subject  to risks and  uncertainties,
including future economic,  competitive and market  conditions,  the cost of any
future  governmental  regulation  of  our  activities  and  our  need  to  raise
additional  funds to satisfy  anticipated  cash needs over the next  twelve (12)
months, as discussed below.

     We are in the early stages of operation and have just beginning to generate
business revenues.  Since June 30, 1999, we have generated nominal revenues from
the sale of on site advertising. We have spent approximately $60,500 on research
and development activities since commencement of our business plan.

     Our twelve-month  plan of operation has been to (i) improve the quality and
quantity of content on our website in order to provide the best online directory
connecting  listeners to stations  worldwide,  (ii) increase  site traffic,  and
(iii)  develop  more  revenue-generating  programs.  If we elect to continue our
current  operations,  we plan to improve our site by  developing  a more dynamic
interface and making the site easier to navigate and more graphically  exciting.
Our plans are to utilize new technologies and software such as Flash with Vector
graphics to improve the quality of the  website.  Our strategy is to enhance the
product design while increasing brand awareness and loyalty among our listeners.
However,  this plan is subject to our ability to raise  additional  capital,  as
discussed  throughout herein. As of the date of this Report, we have been unable
to raise any such capital, and as a result,  implementation of our business plan
is in jeopardy.


                                        3

<PAGE>



(A) CONTENT

     Subject to the discussion above under "Subsequent  Events",  if we continue
with our  existing  business  plan,  it is our intent to continue to add as many
stations as possible to our directory and to continue to add more contextual and
specific information to our website. As technology improves,  we plan to provide
more  customized  features  and a much more  interactive  interface  so that the
website will have a user-friendly design and a quick download time and will have
cross-reference capabilities.  The site will provide users with more information
on their searches such as better station descriptions and will highlight special
events,  concerts  and  regularly  scheduled  features.  We hope to improve  our
website so that it will also  provide a multiple of dynamic ways for visitors to
interact in the site.  These  developments are currently in progress and will be
released on an ongoing  basis,  subject to our ability to raise capital in order
to allow us to develop.

     If sufficient  capital is raised,  we will attempt to hire employees as the
need arises and finances allow. Positions will include web programmers,  graphic
artists,    webmasters,    multimedia   designers,   web   writers,    marketing
representatives, sales representatives and administrators.

(B) SITE TRAFFIC

     Provided that we have sufficient  capital  available (of which there can be
no assurance),  we intend to launch an extensive sales and marketing campaign to
promote our website in order to increase site traffic. The campaign will include
banner and audio advertising on the Internet,  print ads in relevant print media
and spot ads on radio stations.  We hope to participate in trade shows that have
an Internet, technology and/or radio focus.

(C) REVENUE

     We will attempt to generate more revenue by (i) acquiring  exclusive rights
to radio  personalities  and content,  and (ii) putting in place more e-commerce
affiliations.  We will  pursue  exclusive  arrangements  with radio  stations to
rebroadcast  their content and endeavor to make  arrangements with various radio
personalities and shows and recording artists to broadcast their material on our
site.  We expect that this will create  exposure for the content  provider and a
marketing opportunity for us to drive traffic to the site.

     In the event sufficient  capital becomes  available to us on any reasonable
terms, our revenue generating programs include:

     -    Advertising -  Musicvision,  Inc.  currently acts as an agent to place
          ads on our site; and


                                        4

<PAGE>



     -    AudioAds - beta site available for demonstration purposes, full launch
          delayed until adequate  financing  supports a full product launch,  to
          provide  a  turn-key  solution  for  businesses  to put audio on their
          websites. The final stage of beta testing is currently under way.

     We do not presently plan to purchase any plant or significant equipment. We
will  continue  with  our  research  or  development  by  conducting  continuous
perceptual  studies to  monitor  what  listeners  want from our  website  and by
continuing to explore various e- commerce models to ensure our store and website
continue to meet the listeners' needs.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30,  2001,  we had nominal  cash  available,  as well as nominal
accounts receivable.  We incurred a net loss from operations of ($56,891) ($0.01
per share),  compared  to a net loss of  ($88,689)  during the six month  period
ended June 30,  2000  ($0.01 per share)  primarily  from costs  associated  with
selling, general and administrative expenses.

     We have  various  outstanding  notes  payable.  Since  commencement  of our
business plan,  certain of our shareholders  have made loans to us. In the years
ended  December 31, 2000 and 1999,  these loans  totalled  $132,755 and $64,975,
respectively.  At June  30,  2001,  the  aggregate  balance  owed by us on these
obligations totaled $221,063.  These loans accrue interest at the rate of 9% per
annum and became due on June 30, 2001. Each note holder has agreed,  in writing,
to forgive their loans in the event the Fullerene Agreement successfully closes.
In the event the Fullerene  Agreement  does not close,  we will need to continue
discussions to extend these obligations with these note holders. There can be no
assurances that they will agree to any extensions.

     We cannot  satisfy  our cash  requirements  for the next 12 months  without
having to raise additional funds. Our projected cash requirement for the next 12
months is a minimum of $180,000,  but we require  approximately  $1.5 million in
additional funds to fully implement the plan described herein. As of the date of
this Report, we do not have any written  commitments for this financing,  and no
assurance can be given that we will obtain any additional financing, either debt
or equity.  If this is not  successful,  it is doubtful  that we will be able to
survive with our current  business plan and we will be forced to  liquidate,  or
seek out another opportunity.  In this regard,  management commenced discussions
with Fullerene.

     If we are able to raise additional cash, we expect our monthly user base to
grow and advertising and e-commerce revenues to grow in a corresponding  manner.
However,  we have not been able to raise  necessary funds and may not be able to
raise the required funds in

                                        5

<PAGE>



the future.  In that case we will  approach  current  shareholders  for loans to
cover operating  costs.  There are no assurances that our  shareholders  will be
willing to continue to make loans to us in the future.

TRENDS

     During the past year, there has been a drastic reduction in the spending of
advertising  dollars on the Internet.  While this was  anticipated to be a major
source of our  revenues,  we also  realized  that we must develop  other revenue
streams in order to be cash flow positive. We developed and succeeded in closing
several  strategic  partnerships  that, if fully  implemented,  would have added
significantly to our cash flow.  However,  due to the negative market perception
of the dotcom  business,  and the resulting drop of the price of our shares,  we
found it impossible to raise the necessary  capital to pursue these alliances to
the fullest extent.

     Several of our  competitors  have  ceased  operations,  the  largest  being
BroadcastAmerica.com,  who closed their operation late in 2000. There is a trend
towards consolidation via business combinations;  however, the lack of available
funding is making this difficult as well. The  fully-built out companies such as
Yahoo,  Microsoft and AOL are now offering  internet radio  directories on their
websites  in an effort to keep  visitors  for a longer  period of time.  We view
these as our most serious competitors.

     As of the date of this Report,  we have ceased a majority of our efforts to
pursue the funding required to continue and to build-out our business model, due
to negative  response to our requests.  We were approached by Fullerene and as a
result,  have entered into the Fullerene  Agreement described above, in order to
take advantage of our current  status of a reporting,  trading  company.  If the
Fullerene  Agreement  does not close in the  foreseeable  future,  we will again
attempt to raise capital or, if we continue to be unsuccessful in this endeavor,
we will  seek  out a merger  or  acquisition  of  assets  from a third  party to
generate liquidity for our shareholders.

INFLATION

     Although  management  expects that our  operations  will be  influenced  by
general  economic  conditions,  once we commence  generating  revenues (of which
there can be no  assurance)  we do not  believe  that  inflation  had a material
effect on the results of  operations  during the six month period ended June 30,
2001.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None



                                        6

<PAGE>




ITEM 2. CHANGES IN SECURITIES.

     In June 2001,  we issued an  aggregate  of  6,000,000  shares of our common
stock to one "accredited"  investor in exchange for cash consideration of $6,000
($0.001  per  share).  This  issuance  is  contingent  upon the  closing  of the
Fullerene Agreement described above herein. In the event the Fullerene Agreement
does not close,  we will refund the $6,000  subscription  price in exchange  for
return of the 6,000,000 shares issued to Mr. Godwin.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     In July 2001, certain shareholders holding in excess of 50.1% of our issued
and  outstanding   common  stock  approved  an  amendment  to  our  Articles  of
Incorporation, increasing the number of authorized common shares to 200,000,000.
This was done in expectation of the closing of the Fullerene Agreement described
above under  "MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS."

ITEM 5. OTHER INFORMATION - None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -

     (a) Exhibits

         2.5      Certificate of Amendment to Articles of
                  Incorporation

     (b) Reports on Form 8-K

     No reports on Form 8-K were filed by us during the three month period ended
June 30, 2001.


                                        7

<PAGE>



                             RADIOTOWER.COM, INC.
                           FKA MAGNUM VENTURES, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                                 June 30, 2001


                                     ASSETS

CURRENT ASSETS
  Cash                                                         $           138
  Accounts receivable                                                      193
                                                               ---------------

                      Total current assets                                 331
                                                               ---------------

  PROPERTY AND EQUIPMENT,  net of
       accumulated depreciation of $816                                  3,263
                                                               ---------------

                                                               $         3,594
                                                               ===============



                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                             $       100,500
  Accrued wages                                                         50,597
  Loans payable - stockholders                                         221,063
                                                               ---------------

                      Total current liabilities                        372,160
                                                               ---------------


STOCKHOLDERS' (DEFICIT)
  Preferred stock, $0.01 par value,
     1,000,000 shares authorized, none outstanding                           -
  Common stock, $0.001 par value, 50,000,000
    shares authorized, 23,250,000 shares issued                         23,250
  Additional paid in capital                                           129,868
  Deficit accumulated during the development stage                    (521,684)
                                                               ---------------
                                                                      (368,566)
                                                               ---------------

                                                               $         3,594
                                                               ===============

    The accompanying notes are an integral part of the financial statements.

                                       8

<PAGE>

<TABLE>

                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


<CAPTION>
                                            Three Months  Three Months   Six months     Six months   FOR THE PERIOD
                                               ended         ended         ended          ended       MAY 5, 1998
                                           June 30, 2001 June 30, 2000  June 30, 2001  June 30, 2000 (INCEPTION) TO
                                                                                                      June 30, 2001
                                           -------------  ------------  -------------  -------------  -------------
<S>                                        <C>            <C>           <C>            <C>            <C>
REVENUE                                    $         528  $      2,356  $       1,309  $       2,953  $       6,172
                                           -------------  ------------  -------------  -------------  -------------

COSTS AND EXPENSES
  Selling, general and administrative              2,666        21,568         56,891         82,189        455,529
  Loss on impairment of assets                         -             -              -              -         54,167
  Amortization                                         -         3,250              -          6,500         11,645
  Loss on investment in mineral property               -             -              -              -          5,000
                                           -------------  ------------  -------------  -------------  -------------
                                                   2,666        24,818         56,891         88,689        526,341
                                           -------------  ------------  -------------  -------------  -------------

OPERATING (LOSS)                                  (2,138)      (22,462)       (55,582)       (85,736)      (520,169)

OTHER INCOME (EXPENSE)
  Foreign currency transaction gain (loss)             -          (271)             -           (266)          (168)
  Other                                                -             -              -              -         (1,347)
                                           -------------  ------------  -------------  -------------  -------------

NET (LOSS)                                        (2,138)      (22,733)       (55,582)       (86,002)      (521,684)
                                           =============  ============  =============  =============  =============

PER SHARE INFORMATION

WEIGHTED AVERAGE SHARES OUTSTANDING -
     BASIC AND DILUTED                        23,250,000    23,250,000     23,250,000     21,783,149     23,250,000
                                           =============  ============  =============  =============  =============

NET (LOSS) PER COMMON SHARE
     BASIC AND DILUTED                     $       (0.01) $      (0.01) $       (0.01) $       (0.01) $       (0.02)
                                           =============  ============  =============  =============  =============




</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       9

<PAGE>

<TABLE>

                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<CAPTION>
                                                      For the Period For the Period FOR THE PERIOD
                                                        Six months     Six months     MAY 5, 1998
                                                          ended         ended       (INCEPTION) TO
                                                      June 30, 2001  June 30, 2000   June 30, 2001
                                                      -------------  -------------   -------------
<S>                                                   <C>            <C>             <C>
OPERATING ACTIVITIES
  Net (loss)                                          $     (55,582) $     (86,002)  $    (521,684)
     Adjustments to reconcile net (loss) to net cash
    (used) in operating activities:
       Amortization                                               -          6,500          11,645
       Interest expense converted to loan payable                 -              -             816
       Interest expense converted to loan payable                 -              -          12,684
      Loss on impairment of assets                                -              -          54,167
      Loss on investment in mineral property                      -              -           5,000
      Issuance of stock for wages                                 -              -          11,000
  Changes in:
       Accounts receivable                                        -              -            (193)
       Accounts payable                                      44,610         15,256         100,500
       Accrued wages                                              -              -          50,597
                                                      -------------  -------------   -------------
           Net cash (used in) operating activities          (10,972)       (64,246)       (275,468)
                                                      -------------  -------------   -------------

INVESTING ACTIVITIES
  Purchase of fixed assets                                        -              -          (4,079)
  Organization costs                                              -              -            (812)
  Investment in mineral claims                                    -              -          (5,000)
                                                      -------------  -------------   -------------
           Net cash (used in) investing activities                -              -          (9,891)
                                                      -------------  -------------   -------------

FINANCING ACTIVITIES
  Proceeds from loans payable - shareholders                 10,649         95,928         208,379
  Payments for loans payable - shareholders                       -        (16,684)              -
  Proceeds from related party advances                            -              -          15,000
  Proceeds from stock sales, net of issuance costs                -              -          43,118
  Proceeds from stock subscriptions                               -              -          19,000
                                                      -------------  -------------   -------------
           Net cash provided by financing activities         10,649         79,244         285,497
                                                      -------------  -------------   -------------

           Net increase (decrease) in cash                     (323)        14,998             138

BEGINNING CASH                                                  461          1,762               -
                                                      -------------  -------------   -------------
ENDING CASH                                           $         138  $      16,760   $         138
                                                      =============  =============   =============


</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       10

<PAGE>





                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

Note 1. BASIS OF PRESENTATION

The unaudited  condensed  financial  statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
They do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments, consisting only of normal recurring adjustments,
considered  necessary  for  a  fair  presentation  have  been  included  in  the
accompanying  unaudited financial  statements.  Operating results for the period
presented are not.


Note 2. NET LOSS PER SHARE

The net loss per share  amounts  are  based on the  weighted  average  number of
common  shares  outstanding  for the  period.  Potential  common  shares and the
computation  of diluted  earnings per share are not  considered  as their effect
would be anti-dilutive.


Note 3.  STOCKHOLDERS' (DEFICIT)

During the period May 5, 1998  (inception) to December 31, 1998 3,000,000 shares
of common  stock $0.001 par value were issued to various  investors  for cash of
$20,000 in a private  placement  pursuant to  Regulation  D, Rule 504.  Issuance
costs were $1,882.

During the period May 5, 1998 (inception) to December 31, 1998, 2,250,000 shares
of common  stock  $0.001 par value were  issued in  exchange  for  repayment  of
advances aggregating $15,000.

During the year ended December 31, 1999, 9,750,000 shares of common stock $0.001
par value were  issued in  consideration  for the domain  asset and domain  name
RadioTower.com.

During the year ended December 31, 1999, 3,750,000 shares of common stock $0.001
par value  were  issued to  various  investors  for cash of $25,000 in a private
placement pursuant to Regulation D, Rule 504.

During the year ended  December  31, 1999,  stock  subscriptions  for  2,850,000
shares of common stock were issued for cash of $19,000 pursuant to Regulation S.
These shares were issued during February 2000.

Also during 1999, stock  subscriptions for 1,650,000 shares of common stock were
issued in exchange  for payment of wages of $11,000  pursuant to  Regulation  S.
These shares were issued during February 2000.

                                       11
<PAGE>
                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

In 2000, the Company  approved a 3:2 stock split of its common shares  effective
for  shareholders of record as of June 20, 2000. All share and per share amounts
have been retroactively restated to give effect to this split.

Note 4.  REVIEW OF REPORT BY INDEPENDENT AUDITOR

Effective March 15, 2000, the Securities and Exchange  Commission adopted a rule
requiring  that interim  auditor  reviews must be  undertaken  by all  companies
subject  to the  Section  12(g)  reporting  requirements  promulgated  under the
Securities  Exchange Act of 1934, as amended.  Our  independent  auditor has not
reviewed the interim financial statements included in this Report because we did
not have sufficient  funds available to pay for this service.  In the event they
do so in the future and such review results in any revisions be undertaken by us
to this Report, we will file an amendment accordingly.

                                       12


<PAGE>

                                   SIGNATURES



     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant has duly caused this amendment to its report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                       RADIOTOWER.COM, INC.
                                       (Registrant)

                                       Dated:  August 28, 2001



                                       By:s/ Michael Levine
                                          -------------------------------
                                          Michael Levine,
                                          President, Secretary & Treasurer


                                       13

<PAGE>



                              RADIOTOWER.COM, INC.


       Exhibit Index to Amendment No. 1 to Quarterly Report on Form 10-QSB
                       For the Quarter Ended June 30, 2001


EXHIBITS                                                               Page No.

  2.5     Certificate of Amendment to
          Articles of Incorporation.........................................15


                                       14

<PAGE>


Exhibit 2.5
-----------

DEAN HELLER                     Certificate of        FILED # C10386-98
Secretary of State                 Amendment                 --------------
                         (Pursuant to NRS 78.385 and      JUL 27 2001
101 North Carson Street, Suite 3    78.390)
Carson City, Nevada 89701-4786                         IN THE OFFICE OF
(775) 684 5708                                           s/Dean Heller
                                                 DEAN HELLER, SECRETARY OF STATE
  Important: Read attached instructions before completing
--------------------------------------------------------------------------------
              Certificate of Amendment to Articles of Incorporation
              -----------------------------------------------------
                         For Nevada Profit Corporations
                         ------------------------------
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -


1. Name of corporation:           RadioTower.com, Inc.


2. The  articles  have  been  amended  as  follows  (provide article numbers, if
available):

                                        ARTICLE II

               The  amount  of  total  authorized  capital  stock   which  the
          Corporation shall have authority to issue  is 200,000,000 shares  of
          common stock, each with $0.001 par value,  and 1,000,000  shares  of
          preferred stock, each with $0.01 par value.  To  the  fullest extent
          permitted by the laws of the State of Nevada (currently set forth in
          NRS 78.195), as the same now exists or may  hereafter  be amended or
          supplemented,  the  Board  of  Directors  may  fix and determine the
          designations, rights, preferences, or other variations of each class
          of series within each class of capital stock of the Corporation.


3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 17,450,000.*


4. Signatures (Required):

  s/Michael L. Levine                       s/Michael L. Levine
----------------------------------        --------------------------------------
President or Vice President         and   Secretary or Asst. Secretary

*If any proposed amendment would alter or change any preference or any relative
 or other right given to any class or series of outstanding shares, then the
 amendment must be approved by the vote, in addition to the affirmative vote
 otherwise required, of the holders of shares representing a majority of the
 voting power of each class or series affected by the amendment regardless of
 limitations or restrictions on the voting power thereof.

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



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