DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET SUITE 1
CARSON CITY, NEVADA 88701-4789
(778)984 5708
WEBSITE: SECRETARYOFSTATE.BIZ

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                          Certificate of Amendment
                    (PURSUANT TO NRS 78.386 AND 78.390)
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Important: READ ATTACHED INSTRUCTIONS BEFORE                     ABOVE SPACE
           COMPLETING FORM.                                  FOR OFFICE USE ONLY

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
              -----------------------------------------------------
                         FOR NEVADA PROFIT CORPORATIONS
                         ------------------------------
          (PURSUANT TO NRS 78.385 AND 78,390 - AFTER ISSUANCE OF STOCK)

1.   Name of corporation: USA Telcom Internationale

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

     Article First of the Articles of Incorporation shall be amended to read
     in its entirety as follows:

     First:  Name of Corporation

     The name of the corporation is ZannWell, Inc.

     Fourth: Capital Stock

     The total number of shares that may be issued by the corporation is
     900,000,000 shares par value of $.001 common and 50,000,000 shares par
     value of $.001 preferred (see continuation page attached)

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: Majority

4.   Effective date of filing (optional):
                                         ---------------------------------------
                                          (Must be no later that 90 days after
                                                the certificate is filed)

5.   OFFICER SIGNATURE (required):   /s/ illegible
                                     -------------------------------------------

* 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.

This form must be accompanied by the                   Nevada Secretary of State
appropriate fees. See attached fee                        illegible
schedule.


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Continuation page to Certificate of Amendment...

Article Fourth of the Articles of Incorporation shall be amended to read in its
entirety as follows:

Fourth: Capital Stock

The total number of shares that may be issued by the corporation is Nine Hundred
Fifty  Million (950,000,000) shares, of which Nine Hundred Million (900,000,000)
shares  with  a  par value of $.001 per share amounting in the aggregate to Nine
Hundred  Thousand  Dollars ($900,000) shall be designated "Common Stock," and of
which  Fifty  Million  (50,000,000)  shares with a par value of $.001 per share,
amounting  in  the  aggregate  to  Fifty  Thousand  Dollars  ($50,000)  shall be
designated  "Preferred  Stock".  The  Preferred Stock may be issued from time to
time  in  one  or  more  series. The board of directors is authorized to fix the
number  of shares of any series of Preferred Stock, to determine the designation
of  any  such  series  and  to  determine  or  alter  the  rights,  preferences,
privileges,  qualifications,  limitations and restrictions granted to or imposed
upon  any  wholly  unissued series of Preferred Stock and ,within the limits and
restrictions  stated  in any resolution or resolutions of the board of directors
originally  fixing  the number of shares constituting any series, to increase or
decrease  (but  not  below the number of shares of such series then outstanding)
the  number  of  shares of any such series subsequent to the issues of shares of
that  series.


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