Exhibit 3.6

                              ARTICLES OF AMENDMENT
                                     TO THE
                          ARTICLES OF INCORPORATION OF
                        PETCARE TELEVISION NETWORK, INC.


      PetCARE  Television  Network,  Inc.,  a  Florida  corporation,  acting  in
compliance with the provisions of Florida Statutes, hereby certify as follows:

      1. The  Board of  Directors  has  approved  a series  of  preferred  stock
         designated as Series B Convertible  Preferred Stock, with a copy of the
         Designation of Rights and Preferences attached hereto.

      2. This action was approved by the Board of Directors on October 21, 2003.



Effective:    November 10, 2003


                                             PetCARE Television Network, Inc.

Attest: s/Teresa Bray                        By:  s/Philip Cohen
        ----------------------                    ------------------
        Teresa Bray, Secretary               Philip Cohen, President




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

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


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

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

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

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



<PAGE>



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

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

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

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

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

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

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

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


<PAGE>

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


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

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

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

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

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

<PAGE>

fractional  interest to which the shareholder  would otherwise be entitled bears
to a whole share of Common Stock.

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

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

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

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

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

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

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

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

      h) Expenses.  The issuance of certificates  representing  shares of Common
Stock upon  conversion  of the Series B  Preferred  Stock  shall be made to each
applicable  shareholder  without  charge  for any  excise tax in respect of such
issuance.  However, if any certificate is to be issued in a name other than that
of the holder of record of the

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Series B Preferred  Stock so  converted,  the person or persons  requesting  the
issuance thereof shall pay to the Corporation the amount of any tax which may be
payable in respect of any transfer involved in such issuance, or shall establish
to the satisfaction of the Corporation that such tax has been paid or is not due
and payable.

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

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

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

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

      15. Notices. All notices or other communications  required or permitted to
be given pursuant to this resolution shall be in writing and shall be considered
as properly given or made if hand  delivered,  mailed by certified or registered
mail,  return  receipt

<PAGE>

requested,  or sent by prepaid  telegram,  if to the  Corporation at its address
indicated  in its  Annual  Report  as  most  recently  filed  with  the  Florida
Department  of  State,  and if to a holder of  Series B  Preferred  Stock at the
address set forth in the shareholder  records as maintained by the  Corporation,
or to such other  address as any such  shareholder  may have  designated by like
notice  forwarded to the Corporation.  All notices,  except notices of change of
address,  shall be deemed  given when  mailed or hand  delivered  and notices of
change of address shall be deemed given when received.

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


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

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


STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

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


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