Exhibit 3.3
                              ARTICLES OF AMENDMENT

                       TO THE ARTICLES OF INCORPORATION OF

                                 QUEST NET CORP.


                                 ARTICLE I. NAME

                 The name of the Corporation is Quest Net Corp.

The undersigned  does hereby certify that,  pursuant to the authority  conferred
upon the Board of Directors of QUEST NET CORP. (the "Corporation") a corporation
organized and existing under the Florida  Business  Corporation  Act, by Florida
Statute  607.0821  and  Florida  Statute  607.0602  and  pursuant to the written
consent  dated  March  16,  2001,  duly  executed  by  the  sole  member  of the
Corporation's  Board of Directors,  adopting the  resolutions  providing for the
issuance  of up to 10  shares  of  the  Corporation's  authorized  but  unissued
preferred  stock,  no par  value,  to be  designated  the  Series B  Convertible
Preferred Stock (the "Preferred Stock"),  and the Amendment of the Corporation's
Articles of Incorporation to provide for the Preferred Stock, and there being no
shareholder  action  required,  the Corporation  Articles of  Incorporation  are
hereby amended as follows:
                             ARTICLE V CAPITAL STOCK

                   CERTIFICATE OF DESIGNATION OF PREFERENCES,
                       RIGHTS AND LIMITATIONS OF SERIES B
                           CONVERTIBLE PREFERRED STOCK


         1. Designation   and   Amount.   The  shares  of  such  series  of  the
Corporation's  Preferred  Stock  shall be  designated  as "Series B  Convertible
Preferred  Stock" (the  "Series B Stock") and the number of shares  constituting
the Series B Stock shall be Ten (10).  Such number of shares may be increased or
decreased by  resolution  of the Board,  subject to Section 2;  provided that no
decrease may reduce the number of shares of Series B Stock to a number less than
the number of shares then  outstanding  plus the number of shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the conversion, exercise or exchange of any outstanding securities issued by the
Corporation convertible, exercisable or exchangeable into Series B Stock.

         2. Board Vote. The  affirmative  vote  or  consent  of the entire Board
shall be necessary for authorizing,  effecting or validating (a) the issuance of
any new shares of capital stock of the Corporation that are senior to the Series
B Stock  with  respect  to rights of  distribution,  liquidation,  winding up or
dissolution, or (b) any amendment to the terms of the Series B Stock outstanding
that materially and adversely affects the rights,  preferences and privileges of
the Series B Stock.

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         3. Dividends. The  holders  of  the Series B Stock shall be entitled to
receive  dividends  when, as and if declared by the Board,  out of funds legally
available  therefore,  on each  outstanding  share,  in an  amount  equal to the
dividends paid on such number of shares of Common Stock into which such share of
Series B Stock,  on the record date for such dividend  payment,  is convertible.
The right to such  dividends on the Series B Stock shall not be  cumulative.  No
such  dividend  shall be paid with respect to the Common Stock during any fiscal
year unless and until such  dividend is  declared  and paid with  respect to all
outstanding shares of Series B Stock in an amount equal to the dividends paid on
such  number of shares of Common  Stock into which such share of Series B Stock,
on the record date for such dividend payment, is convertible.

         4. Liquidation   Preference.    In   the  event of  any    liquidation,
dissolution,  or winding up of the Corporation, either voluntary or involuntary:

          (a) The  holders of the Series B Stock  shall be  entitled to receive,
          upon any  distribution  of any of the assets of the Corporation to the
          holders of Common Stock by reason of their ownership in such stock, an
          amount per share of Series B Stock equal to the  distribution  paid on
          such number of shares of Common  Stock into which such share of Series
          B Stock, on the record date for such distribution, is convertible (the
          "Liquidation Amount")

          (b) For purposes of this Section 4, the sale by the Corporation of all
          or substantially all of its assets or a merger or consolidation of the
          Corporation  with or into any other  entity or  entities  in which the
          shareholders of the Corporation  immediately prior to the sale, merger
          or  consolidation  do not own more  than  fifty  percent  (50%) of the
          outstanding  voting  power  (assuming  conversion  of all  convertible
          securities and the exercise of all  outstanding  options and warrants)
          of the  surviving  company  (any such  transaction  being a "Change of
          Control  Event"),  shall, at the election of the holders of a majority
          of the  Series B Stock,  be  treated as  liquidation,  dissolution  or
          winding up of the Corporation.

          1.  Automatic  Conversion.  Immediately  after the effective date of a
          reverse  split of the  outstanding  common  stock of the  Corporation,
          without  any  further  action  on the part of the  Corporation  or the
          holders  of the  then-outstanding  Series B Stock,  the Series B Stock
          shall be automatically converted into Thirty-One Million Eight Hundred
          Thousand  (31,800,000)  Conversion  Shares.  The number of  Conversion
          Shares set forth in the preceding  sentence has been  determined  upon
          the assumption that after the effective time of the Exchange Agreement
          and  prior to the  conversion  of the  Series B Stock,  the  aggregate
          number of  outstanding  shares of Common Stock has been reduced to one
          (1) share for each forty (40) shares  outstanding.  If, at the time of
          conversion of the Series B Stock, the number of outstanding shares has
          not been  reduced,  or has  been  reduced  by a ratio  of  other  than
          1-for-40,  then the number of Conversion  Shares shall be increased or
          decreased  proportionately.  Each  share of  Series  B Stock  shall be
          convertible  into the number of  Conversion  Shares equal to the ratio
          that the aggregate  number of shares of Series B Stock issued bears to
          the aggregate number of shares of Conversion  Shares issuable upon the
          conversion of the Series B Stock.
<PAGE>

          (a)  Mechanics  of  Conversion.  Before  any  holder of Series B Stock
          converts  any such  shares  into  shares of Common  Stock  pursuant to
          Section 5(a) herein,  such holder shall  surrender any  certificate or
          certificates  evidencing the shares to be converted at that time, duly
          endorsed,  at the principal office of the Corporation,  and shall give
          written  notice to the  Corporation  at such office of the election to
          convert  such  shares into shares of Common  Stock.  The notice  shall
          state the total number of shares of Series B Stock to be converted and
          the name of the holder or the name(s) of the nominee(s) of such holder
          in which any certificates for shares of Common Stock are to be issued.
          The Corporation  shall, as soon as practicable  thereafter,  issue and
          deliver  at  such  office  to  such  holder  or  such  nominee(s),   a
          certificate  or  certificates  for the number of full shares of Common
          Stock to  which  such  holder  or such  nominee(s)  is  entitled.  Any
          conversion shall be deemed to occur  immediately prior to the close of
          business on the date of surrender of the shares to be converted or, in
          the case of  automatic  conversion,  on the date  specified in Section
          5(b)  above,  and the Person  entitled to receive the shares of Common
          Stock issuable upon such conversion  shall be treated for all purposes
          as the record holder or holders of such shares of Common Stock on such
          date.

          (b) No Fractional  Units.  No fractional  units or scrip  representing
          fractional  units  shall be issued  upon  conversion  of any shares of
          Series B Stock.  If, upon  conversion of any shares of Series B Stock,
          the holder would,  except for the  provisions of this Section 5(d), be
          entitled to a receive a  fractional  share of Common  Stock,  then the
          number of shares of Common  Stock to be so issued  shall be rounded to
          the nearest whole number.

          (c)  Shares  Free and  Clear.  All  shares of Common  Stock  issued in
          connection  with the conversion  provisions set forth herein shall be,
          upon  issuance  by the  Corporation,  validly  issued,  fully paid and
          non-assessable  and free from all taxes, liens or charges with respect
          thereto created or imposed by the Corporation.

          (d) Other  Adjustments.  The Corporation will not, by amendment of its
          Articles  of  Incorporation,  Bylaws or  through  any  reorganization,
          transfer of assets,  reclassification,  merger, dissolution,  issue or
          sale of securities or otherwise, avoid or seek to avoid the observance
          or  performance of any of the terms to be observed or performed by the
          Corporation  hereunder  but will at all times in good faith  assist in
          the carrying out of all the provisions hereof and in the taking of all
          such actions as may be necessary  or  appropriate  in order to protect
          the rights of the holders of Series B Stock against impairment.

          (e) Common Stock Reserved.  The Corporation shall use its best efforts
          to reserve  and keep  available  out of its  authorized  but  unissued
          shares of Common  Stock such number of shares of Common Stock as shall
          from time to time be sufficient to effect  conversion of the shares of
          Series B Stock.
<PAGE>
                                    ARTICLE V

         These  Articles  of  Amendment  were adopted by the stockholders of the
Corporation on March 15, 2001.

                                   ARTICLE VI

         The number of shares outstanding  was  49,374,309,  all  of  which were
entitled to vote on this amendment. The number of shares voted for the amendment
was 26,810,000;and the number shares voted against the amendment was 22,564,309.

         Dated this the 4th day of April, 2001.


                                                     QUEST NET CORP.
                                                     a Florida corporation



                                                     _/s/______________________
                                                         Charles Wainer
                                                         President