8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest reported) February 22, 2007

GENESIS CAPITAL CORPORATION OF NEVADA 

(Exact name of registrant as specified in its charter)

DELAWARE	0-27831	91-1947658
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ONE N.E. FIRST AVENUE, SUITE 306, OCALA FLORIDA, 34470

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (718) 554-3652

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities

The following sets forth certain sales of unregistered securities since the Company's last periodic report. These securities were issued without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D.

On February 22, 2007, the Board of Directors approved the issuance of 5,000,000 shares of its Series B Convertible Preferred Stock to Chris Astrom, an officer, director and 10% shareholder, in exchange for the surrender of the 5,000,000 shares of Series A Convertible Preferred Stock that had previously been issued to Mr. Astrom on January 29, 2007 and for services rendered. This issuance was intended to be exempt from registration under section 4(2) of the Securities Act of 1933.

Item 3.03Material Modification to Rights of Security Holders

On February 22, 2007, the Company filed an Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock with the state of Nevada, which certificate of designation decreased the designated Series A Convertible Preferred Stock from 10,000,000 shares to 5,000,000 shares.

Each share of series A convertible preferred stock entitles the holder thereof to 25 votes on all matters, the right to convert each share into 25 shares of common stock and a liquidation preference of $1.00 per share.

On February 22, 2007, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock with the state of Nevada, which certificate of designation designated 5,000,000 shares of Series B Convertible Preferred Stock.

Each share of series B convertible preferred stock entitles the holder thereof to 250 votes on all matters, the right to convert each share into 250 shares of common stock and a liquidation preference of $1.00 per share.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are being furnished herewith:

3.01 Amended and Restated Series A Convertible Preferred Stock Designation

3.02 Series B Convertible Preferred Stock Designation

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Genesis Capital Corporation of Nevada

/s/ CHRISTOPHER ASTROM                  

By: Christopher Astrom

President, Chief Executive Officer

Date: February 22, 2007

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ CHRISTOPHER ASTROM                  

By: Christopher Astrom

Director

Date: February 22, 2007

/s/ RICHARD ASTROM                            

By: Richard Astrom

Director

Date: February 22, 2007

EX-3.01

Exhibit 3.01

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION

OF SERIES A CONVERTIBLE PREFERRED STOCK

GENESIS CAPITAL CORPORATION OF NEVADA

Pursuant to the General Corporation Law of the State of Nevada.

GENESIS CAPITAL CORPORATION OF NEVADA, (“Corporation”) does hereby certify that, pursuant to the authority conferred on the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation and in accordance with the General Corporation Law of the State of Nevada, the Board of Directors of the Corporation adopted the following resolution establishing 5,000,000 Shares of Preferred Stock of the Corporation designated as Series A Convertible Preferred Stock.

RESOLVED, that the Corporation, in accordance with the powers in the Articles of Incorporation hereby designation 5,000,000 Series A Convertible Preferred Stock.

RESOLVED, that pursuant to the authority conferred on the Board of Directors of this Corporation by the Certificate of Incorporation, Preferred Stock, without par value, of the Corporation be and hereby is established and created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such shares and the qualifications, limitations and restrictions thereof are as follows:

SERIES A CONVERTIBLE PREFERRED STOCK

1. Designation and Amount. There is hereby established a series of Preferred Stock designated as Series A Convertible Preferred Stock, and the number of shares constituting such series shall be 5,000,000. Such Series A Convertible Preferred Stock is referred to herein as the “Series A Preferred Stock”.

2. Par Value. The par value of each share of Series A Preferred Stock shall be $0.001.

3. Rank. All shares of Series A Preferred Stock shall rank prior to all of the Corporation’s Common Stock, (the “Common Stock”), now or hereafter issued, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. No senior Preferred Stock with senior dividend or Liquidation or redemption rights may be issued by the Corporation without the prior written consent of the holders of a majority of the Series A Preferred Stock. The Corporation will give such holders 15 days prior written notice before any proposed issuance of a senior Preferred Stock is made.

4. Dividends. The holders of Series A Preferred Stock shall be entitled to receive, when as and if declared by the Board of Directors out of funds at the time legally available thereof, dividends in the same manner and amount as on the Common Stock.

5. Liquidation Preference. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or

surplus of any nature, an amount equal to the dividends accrued and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, and a sum equal to $1.00 per share, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation’s capital stock ranking junior as to liquidation rights to the Series A Preferred Stock (the “Junior Liquidation Stock”) provided, however, that such rights shall accrue to the holders of Series A Preferred Stock only in the event that the Corporation’s payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Series A Preferred Stock (the “Senior Liquidation Stock”) are fully met. The entire assets of the Corporation available for distribution after the liquidation preferences of the Senior Liquidation stock are fully met shall be distributed ratably among the holders of the Series A Preferred Stock and any other class or series of the Corporation’s capital stock which may hereafter be created having parity as to liquidation rights with the Series A Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). Neither a consolidation or merger of the Corporation with another corporation nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property will be considered a liquidation, dissolution or winding up of the Corporation.

6. Redemption at Option of the Corporation. The Corporation, at this option, may at any time redeem in whole at any time, or from time to time in part, the Series A Preferred Stock on any date set by the Board of Directors, at $1.00 per share, plus, in each case, an amount in cash equal to all dividends on the Series A Preferred Stock accrued and unpaid thereon, whether or not declared, pro rata to the date fixed for redemption, such sum hereinafter referred to as the “Redemption Price.”

In case of the redemption of less than all of the outstanding Series A Preferred Stock, the Corporation shall designate by lot, or in such other manner as the Board of Directors determines, the shares to be redeemed, or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all the Series A Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series A Preferred Stock then outstanding shall have been paid for all past dividends periods.

Not more than 60 nor less than 30 days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to the holders of record of the Series A Preferred Stock to be redeemed, addressed to such stockholders at their last address as shown on the books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption shall specify the date fixed for redemption, the Redemption Price, the place or places of payment, that payment will be made upon presentation and surrender of the shares of Series A Preferred Stock, that on and after redemption date, dividends will cease to accumulate on such shares, the then effective conversion rate pursuant to Section 8 and that the right of holders to convert shall terminate at the close of business on the fifth business day prior to the redemption date.

Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of

any other shares of Series A Preferred Stock. On or after the date fixed for redemption and stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation 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 shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefore and shall have been irrecoverably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption price without interest upon surrender of their certificates therefore) shall terminate.

The shares of Series A Preferred Stock shall not be subject to the operation of any purchase or retirement sinking funk.

7. Redemption at Option of Holders. In the event (i) any person with the defined meaning as used in Section 13(d) of the Securities Exchange Act of 1934, as amended, or any successor provision becomes the beneficial owner (as defined in rule 13d under the Securities Exchange Act of 1934, as amended, or any successor provision) of more than 50% of the Common Stock (a ”Share Acquistion”) or the Corporation is a party to a business combination, including a merger or consolidation or the sale of all or substantially all of its assets and (ii) either (a) as a result of such a Share Acquisition or business combination, the Series A Preferred Stock thereafter is not convertible into common stock of the Corporation or of the ultimate parent of the Corporation which common stock is traded on the New York Stock Exchange the American Stock Exchange or through the NASDAQ National Market System or (b) all or substantially all of the consideration paid in such Share Acquisition or business combination does not consist of common stock of the ultimate parent of the Company which common stock is traded on the New York Exchange, the American Stock Exchange or the NASDAQ National Market System, then each holder of Series A Preferred Stock, subject to the conditions of this Section 7, shall have the option to require the Corporation to redeem all of the shares of Series A Preferred Stock owned by such holder at $10.00 per share plus accrued and unpaid dividends to the redemption date.

In the event of any Share Acquisition meeting the conditions specified in clauses (i) and (ii) of the first paragraph of this Section 7, the Corporation shall, on the date that is 45 days after this date of such Share Acquisition, upon the written demand of any record holder of Series A Preferred Stock owned by such holder at $10.00 per share plus accrued and unpaid dividends to such redemption date. Within 10 days after the Corporation has knowledge that such Shares Acquisition has occurred, it shall mail to each record holder of Series A Preferred Stock a form of written demand to be used by such holder to exercise his right of redemption (a “Demand Form”) and a notice which shall disclose the occurrence of the Share Acquisition and the right of such holder to require the Corporation to redeem such Series A Preferred Stock, the date by which such holder must notify the Corporation if it elects to require the Corporation to make such redemption, that on and after the redemption date, dividends will cease to accumulate on such shares, the then-effective conversion rate pursuant to Section 8, and that the right of holders to convert shall terminate at the close of business on the fifth business day prior to the

redemption date. Within 15 days after the Corporation has knowledge that such Share Acquisition has occurred, it also shall deposit in trust with a bank having a combined capital and surplus in excess of $50,000,000 for the benefit of holders of Series A Preferred Stock which elect to require the Corporation to redeem such stock pursuant to this Section 7, funds sufficient to redeem on the redemption date all of the Series A Preferred Stock outstanding on the date of delivery of the notice referred to above. Each record holder of Series A Preferred Stock that elects to require the Corporation to redeem on the redemption date all of the shares of Series A Preferred Stock that such holder owns shall deliver to Company not later than the redemption date a completed Demand Form relating to the Series A Preferred Stock to be redeemed. After the redemption date, the Corporation shall be entitled to receive from the funds which it deposited in trust for the redemption of Series A Preferred Stock on such redemption date an amount equal to that portion of such funds which was deposited in respect of shares of Series A Preferred Stock which the holder thereof did not elect to have redeemed pursuant to this Section 7. The term “redemption date”, as used in connection with a redemption resulting from a Share Acquisition, shall mean the close of business on the 45^th day after the Share Acquisition.

In the event of any business combination meeting the conditions specified in clauses (i) and (ii) of the first paragraph of this, Section 7, the Corporation shall, immediately prior to the effectiveness of such business combination, upon the demand or any record holder of Series A Preferred Stock owned by each such holder at $10.00 per share plus accrued and unpaid dividends to the date on which such business combination occurs. Not later than 35 days prior to the effectiveness of any such business combination, the Corporation shall mail to each record holder of Series A Preferred Stock a Demand Form and a notice which shall disclose such business combination and the right of such holder of Series A Preferred Stock to require the Corporation to redeem such Series A Preferred Stock pursuant to this Section 7 and shall state the anticipated redemption date, the redemption price, the place or place or places of payment, that payment will be made upon presentation and surrender of the shares of Series A Preferred Stock, the date by which such holder must notify the Corporation if it elects to require the Corporation to make such redemption, that on and after the redemption date, dividends will cease to accumulate on such shares, the then effective conversion rate pursuant to Section 8, and that the right of holders to convert shall terminate at the close of business on the fifth business day prior to the redemption date. Prior to the effectiveness of such business combination, the Corporation also shall deposit in trust with a bank having combined capital and surplus in excess of $50,000,000, as trustee, for the benefit of holders of Series A Preferred Stock which elect to require the Corporation to redeem such stock pursuant to this Section 7, immediately available funds sufficient to redeem on the redemption date all the available funds sufficient to redeem on the redemption date all of the Series A Preferred Stock which, pursuant to this Section 7, holders have to require the Corporation to redeem. Each record holder of Series A Preferred Stock that elects to require the Corporation to redeem on the redemption date all of the Series A Preferred Stock which it owns must submit to the Corporation not later than the redemption date a completed Demand Form relating to the Series A Preferred Stock to be redeemed. The Corporation agrees that it will not complete any business combination described in this Section 7 unless property provision has made been made to satisfy its obligations under this Section 7. The term “redemption date”, is used in connection with a redemption upon the occurrence of a business combination under this Section 7, shall mean the time immediately prior to the effectiveness or such business combination referred to herein.

Any notice by the Corporation which is mailed as herein provided shall be conclusively presumed to have been duly given whether or not holder of Series A Preferred Stock receives such Notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. An election by a holder of Series A Preferred Stock to have the Corporation redeem such stock pursuant to this Section 7 shall become irrevocable on the relevant redemption date on or after the date fixed for redemption as stated in any notice delivered by the Corporation. Each holder of the shares called for redemption shall surrender the certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the relevant redemption price in accordance with the terms of this Section 7. If any such certificates shall be so surrendered in connection with a redemption required to be made as a result of any business combination described in the first paragraph of this Section 7 and for whatever reason such business combination will not become effective, then the Corporation shall cause such certificates to be returned promptly to the respective holders thereof. If less than al the shares represented by any such surrendered certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption under any provision of this Section 7, finds necessary for the redemption shall be available thereof and shall have been deposited in trust as required by this Section 7, then in the case of any shares of Series A Preferred Stock to be redeemed as a result of a Share Acquisition, after the close of business on the redemption date and, in the case of any shares of Series A Preferred Stock to be redeemed as a result of a business combination described in the first paragraph of this Section 7, after the effectiveness of the business combination notwithstanding that the certificates evidencing any shares which the holders thereof had elected to have redeemed shall not have been surrendered, the dividends with respect to such shares shall cease to accrue, such shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to such shares (except the right of the holders to receive the relevant redemption price without interest upon surrender of their certificates therefore) shall terminate.

8. Conversion Privilege.

(a) Right of Conversion. Each share of Series A Preferred Stock shall be convertible at the option of the holder thereof, at any time, into fully paid and non assessable shares of Common Stock and such other securities and property as hereinafter provided, initially at the rate of Twenty Five (25) shares of Common Stock for each full share of Series A Preferred Stock.

(b) Conversion Procedures. Any holder of Series A Preferred Stock desiring to convert such shares into Common Stock shall surrender the certificates for such shares of Series A Preferred Stock at the office of the transfer agent for the Series A Preferred Stock. Which certificates, if the Corporation shall so require, shall be duly endorsed to the Corporation or in blank, or accompanied by proper instruments of transfer to the Corporation or in blank, accompanied by irrevocable written notice to the Corporation that the holder elects to convert such shares of Series A Preferred Stock and specifying the name or names (which address) in which a certificate or certificates for Common Stock are to be issued.

No adjustments in respect of dividends on shares surrendered for conversion or any dividend on the Common Stock issued upon conversion shall be made upon the conversion of any shares of Series A Preferred Stock.

The Corporation will, as soon as practicable after such deposit of certificates for Series A Preferred Stock accompanied by the written notice and compliance with any other conditions herein contained, deliver at such office or such transfer agent to the person for whose account such shares of Series A Preferred Stock were so surrendered, or to his nominee or nominees, certificates for the number of full shares of Common Stock to which he shall be entitled as aforesaid, together with a cash adjustment of any fraction of a share as hereinafter provided. Subject to the following provision of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the shares of Series A Preferred Stock to be converted and the person entitled to receive the Common Stock deliverable upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date; provided, however, that the Corporation shall not be required to convert any shares of Series A Preferred Stock while the stock transfer books of the Corporation are closed for any purpose, but the surrender of Series A Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion on the date of such reopening, and the conversion shall be at the conversion rate in effect an such date.

(c) Adjustments of Conversion Rate. The number of shares of Common Stock and number or amount of any other securities and property as hereinafter provided into which a share of Series A Preferred Stock is convertible (the “conversion rate”) shall be subject to adjustment from time to time as follows:

(i) In case the Corporation shall (1) pay a dividend or make a distribution on its Common Stock that is paid or made (A) in other shares of stock of the Corporation or (B) in rights to purchase stock or other securities if such rights are not separable from the Common Stock except upon the occurrence of a contingency, (2) subdivide its outstanding shares of Common Stock into a greater number of shares or (3) combine its outstanding shares of Common Stock into a greater number of shares, then in each such case the conversion rate in effect immediately prior thereto shall be adjusted retroactively as provided below so that the holder of any shares of Series A Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Corporation and other shares and rights to purchase stock or other securities (or, in the event of the redemption of any such shares or rights or right), any cash, property or securities paid in respect of such redemption which such holder would have owned or have been entitled to receive after the happening or any of the events described above had such shares of Series A Preferred Stock been converted immediately prior to the happening of such event. Any adjustment made pursuant to this subparagraph (i) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in case of a subdivision or combination.

(ii) In case the Corporation shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the date fixed for determination mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less

than the current market price per share (determined as provided below) of the Common Stock on the date fixed for determination of stockholders entitled to receive rights or warrants, then the conversion rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by multiplying such conversion rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price, such increase to become effective immediately either the opening of business on the day following the date fixed or for such determination, provided, however, in the event that all the shares of Common Stock offered for such subscription or purchase are not delivered upon the exercise of such rights or warrants, upon the expiration of such rights or warrants the conversion rate shall be readjusted to the conversion rate which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock Actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. For the purpose of this paragraph (ii), the number of shares held in the treasury of the Corporation shall be included in the total number of shares outstanding.

(iii) In case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, cash (excluding ordinary cash dividends paid out of retained earnings of the Corporation), other assets or rights or warrants to subscribe for or purchase any security (excluding those, referred to in subparagraphs (i) and (ii) above), then in each such case the conversion rate shall be adjusted retroactively so that the same shall equal the rate determined by multiplying the conversion rate in effect immediately prior to the close of business date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided below) of the Common Stock on the rate fixed for such determination and the denominator shall be such current market price of the Common Stock less the amount of cash and the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) of the portion of the assets, rights or evidences of indebtedness so distributed applicable to one share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution.

(iv) for the purpose of any computation under subparagraphs(ii) and (iii) the current market price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices for the 30 consecutive trading days commending with the 45^th trading day before the day in question. The closing price for each day shall be the reported last sales price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Stock is not listed or admitted to trading (based on the aggregate dollar value of all securities listed or admitted to trading for, if not listed or admitted to trading on any national securities exchange, on the NASDAQ National Market

System or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on the NASDAQ National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Corporation for that purpose, or, if such prices are not available, the fair market value set by, or in a manner established by, the Board of Directors of the Corporation in good faith. “Trading Day” shall mean a day on which the national securities exchange of the NASDAQ National Market System used to determine the closing price is open for the transaction of business or the reporting of trades or, if the closing price is not so determined, a day on which the New York Stock Exchange is open for the transaction of business.

(v) No adjustment in the conversion rate shall be required unless such adjustments would require an increase or decrease of at least 1% in such rate; provided, however, that the Corporation may make any such adjustment its election; and provided further, that nay adjustments which by reason of this subparagraph (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculation under this Section 8 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(vi) Whenever the conversion rate is adjusted as provided in any provision of this Section 8:

(1) the Corporation shall compute the adjusted conversion rate in accordance with this Section 8 and shall prepare a certificate signed by the principal financial officer of the Corporation setting forth the adjusted conversion rate and showing in reasonable detail the facts upon which such adjustment is based; and such certificate shall forthwith be filed with the transfer agent of the Series A Preferred Stock; (2) a notice stating that the conversion rate has been adjusted and setting forth the adjusted conversion rate shall forthwith be required, and as soon as practicable after it is required, such notice shall be mailed by the Corporation to all record holders of Series A Preferred Stock at the last known addresses as they shall appear in the stock transfer books of the Corporation.

(vii) In the event that at any time, as a result of any adjustment made pursuant to this Section 8, the holder of any shares of Series A Preferred Stock thereafter surrendered for conversion shall become entitled to receive any shares of the Corporation other than shares of Common Stock or to receive any other securities, the number of such other shares of securities of receivable upon conversion of any share of Series A Preferred Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable tot the provisions contained in this Section 8 with respect to the Common Stock.

(d) No Fractional Shares. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon conversion of Series A Preferred Stock. If more than one certificate representing shares of Series A Preferred Stock shall be surrendered for conversion at one time by the same holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock to surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable upon

conversion of any shares if Series A Preferred Stock, the Corporation will pay a cash adjustment in respect of such fractional interest in an amount equal to the same fraction of the market price per share of Common stock (as determined by the Board of Directors or in any manner prescribed by the Board of Directors, which, so long as the Common Stock is listed on the NASDAQ National Market System shall be the reported last sale price on the NASDAQ National Market System) at the close of business on the day of conversion.

(e) Reclassification, Consolidation, Merger or Sale of Assets. In case of any reclassification of the Common Stock, any consolidation of the Corporation with, or merger of the Corporation into, any other entity, any merger of another entity into the Corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Corporation), any sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder of each share of Series A Preferred Stock then outstanding shall have the right thereafter, during the period such share shall be convertible, to convert such share only into the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer, or share exchange by a holder of the number of shares of Common Stock of the corporation into which such share of Series A Preferred Stock might have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange assuming such holder of Common Stock of the Corporation (i) is not an entity with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation, to which such sale or transfer was made or a party to such share exchange, as the case may be(“constituent person”) , or an affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash, and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange is not the same for each share of Common Stock of the corporation held immediately prior to such consolidation, merger, sale or transfer by others than a constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing share”) then the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange by each non-electing share shall be deemed to be the kind and amount to receivable per share by a plurality of the non-electing shares. The Corporation, the entity formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Corporation’s shares, as the case may be, shall make provisions in its certificates or articles of incorporation or 

other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles or incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The above provisions shall similarly apply to successive reclassification, consolidations, mergers, sales, transfers or shares exchanges.

(f) Reservation of Shares: Transfer Taxes; Etc. The Corporation shall at all times serve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Series A Preferred Stock, such number of shares of its Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Series A Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of Colorado, increase the number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Series A Preferred Stock.

If any shares of Common Stock required to be reserved for purposes of conversion of the Series A Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon the official notice of issuance, all shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

The Corporation will pay any and all issue or other taxes that may be payable in respect of any issuance or delivery of shares of Common Stock on conversion of the Series A Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of Common Stock (or other securities or assets) in a name other than that which the shares of Series A Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established to the satisfaction of the Corporation, that such tax has been paid.

Before taking any action which would cause an adjustment reducing the conversion rate such that the effective conversion price (for all purposes an amount equal to $1.00 divided by the conversion rate applicable to one share of Series A Preferred Stock as in effect at such time) would be below the then stated value of the Common Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non assessable shares of Common Stock at the conversion rate as so adjusted.

(g) Prior Notice of Certain Events In case:

(i) The Corporation shall (1) declare any dividend ( or any other distribution) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) a dividend payable in cash out of its retained earning other than any special or nonrecurring or other extraordinary dividend or (2) declare or authorize a redemption or purchase of in excess of 10% of the then outstanding shares of Common Stock; or.

(ii) the Corporation shall authorize the granting to the holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights or warrants (other than any rights specified in paragraph (c)(i)(1)(B) of this Section 8): or

(iii) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding Common Stock or a change in par value, or from par value to no par value), or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or

(iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall cause to be filed with the transfer agent for the Series A Preferred Stock, and shall cause to be mailed to the holders on record of the Series A Preferred Stock, at their last known address as they shall appear upon the stock transfer books of the Corporation, at least 15 days prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption or granting of rights or warrants or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sales, transfer, shared exchange, dissolution, liquidation or winding up is expected to become effective, and the dates of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation, or winding up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action to be specified in such notice).

(h) Other Changes in Conversion Rate. The Corporation from time to time may increase the conversion rate by any amount for any period of time if the period is at least 20 days and if the increase is irrevocable during the period whenever the conversion rate is so increased, the Corporation shall mail to holders of record of the Series A Preferred Stock a notice of the increase at least 15 days before the date the increased conversion rate takes effect, and such notice shall state the increased conversion rate and the period it will be in effect.

The Corporation may make such increases in the conversion rate, in addition to those required or allowed by this Section 8, as shall be determined by it, as evidenced by a resolution of the Board of Directors, to be advisable in order to avoid or dismiss any income tax to holders of Common Stock resulting from any dividend or distribution of stock, issuance or rights to purchase or subscribe for stock of from any event treated as such for income tax purposes.

(i) Registration Rights. At any time the holders of a majority of the Series A Preferred Stock, whether before conversion or after conversion of a majority of the Series A Preferred Stock may require the Corporation to register the Series A Preferred Stock and the underlying common stock as the case may be, with the Securities and Exchange Commission on Form SB-1 or whatever form is applicable. Upon such holders giving notice of registration to the Corporation, the Corporation will promptly prepare, file and use its best efforts to have the registration statement declared effective.

9. Voting Rights.

(a) Each share of the Series A Preferred Stock shall have twenty-five (25) votes on all matters on which shareholders of the Corporation shall be entitled vote. Except as provided in (b) of this Section 9, the holders of Series A Preferred Stock shall not be entitled to vote as a separate class, but shall vote with all other shareholders of the Corporation.

(b) Class Voting Rights. So long as the Series A Preferred Stock is outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least 66-2/3% of all outstanding Series A Preferred Stock voting separately as a class, (i) Amend, alter or repeal (by merger or otherwise) any provision of the Certificate of Incorporation of the By-Laws of the Corporation, as amended, as to adversely affect the relative rights, preferences, qualifications, limitations, or restrictions of the Series A Preferred Stock, (ii) authorize or issue, or increase the authorized amount of any additional class or series of stock, or any security convertible into stock of such class or series, ranking prior to the Series A Preferred Stock in respect of the payment of dividends or upon liquidation, dissolution or winding up of the Corporation or (iii) effect any reclassification of the Series A Preferred Stock. A class vote on the part of the Series A Preferred Stock shall, without limitation, specifically not be deemed to be required (except as otherwise required by law or resolution of the Corporation’s Board of Directors) in connection with; (a) the authorization, issuance or increase in the authorized amount of any shares of any other class or series of stock which ranks junior to, or on a parity with, the Series A Preferred Stock in respect to the payment of dividends and distributions upon liquidation, dissolution or winding up of the Corporation; or (b) the authorization, issuance or increase in the amount of any bonds, mortgages, debentures or other obligation of the Corporation.

10. Outstanding Shares. For purposes of this Certificate of Designation, all shares of Series A Preferred Stock shall be deemed outstanding except (i) from the date fixed for redemption pursuant to Section 6 or 7 hereof, all shares of Series A Preferred Stock that have been so called for redemption under Section 6 or have been required to be redeemed by the holder thereof under Section 7 if funds necessary for the redemption of such shares are available and, in the case of a redemption under Section 7, have been deposited in trust with a bank having a combined capital and surplus in excess of $50,000,000, as trustee, for the benefit of the holders of such shares to be redeemed for payment of the relevant redemption price, (ii) from the date of surrender of certificates representing shares of Series A Preferred Stock, all shares of Series A Preferred Stock converted into Common Stock; and (iii) from the date of registration of transfer, all shares of Series A Preferred Stock held of record by the Corporation or any subsidiary of the Corporation.

11. Partial Payments. If at any time the Corporation does not pay amounts sufficient to redeem all Series A Preferred Stock required to be redeemed by the Corporation at such time pursuant to Section 7 hereof, then such funds which are paid shall be applied to redeem such Series A Preferred Stock as the Corporation may designate by lot.

12. Status of Acquired Shares. Shares of Series A Preferred Stock redeemed by the Corporation received upon conversion pursuant to Section 6 or otherwise acquired by the Corporation will be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to class, and may thereafter be issued, but not as shares of Series A Preferred Stock.

13. Preemptive Rights. The Series A Preferred is not entitled to any preemptive or subscription rights in respect of any securities of the Corporation.

14. Severability of Provision. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its President, and its corporate seal to be hereunto affixed and attested by its Secretary, this _____ day of February, 2007.

____________________________

Christopher Astrom

EX-3.02

Exhibit 3.02

CERTIFICATE OF DESIGNATION

OF SERIES B CONVERTIBLE PREFERRED STOCK

GENESIS CAPITAL CORPORATION OF NEVADA

Pursuant to the General Corporation Law of the State of Nevada.

GENESIS CAPITAL CORPORATION OF NEVADA, (“Corporation”) does hereby certify that, pursuant to the authority conferred on the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation and in accordance with the General Corporation Law of the State of Nevada, the Board of Directors of the Corporation adopted the following resolution establishing 5,000,000 Shares of Preferred Stock of the Corporation designated as Series B Convertible Preferred Stock.

RESOLVED, that the Corporation, in accordance with the powers in the Articles of Incorporation hereby designation 5,000,000 Series B Convertible Preferred Stock.

RESOLVED, that pursuant to the authority conferred on the Board of Directors of this Corporation by the Certificate of Incorporation, Preferred Stock, without par value, of the Corporation be and hereby is established and created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such shares and the qualifications, limitations and restrictions thereof are as follows:

SERIES B CONVERTIBLE PREFERRED STOCK

1. Designation and Amount. There is hereby established a series of Preferred Stock designated as Series B Convertible Preferred Stock, and the number of shares constituting such series shall be 5,000,000. Such Series B Convertible Preferred Stock is referred to herein as the “Series B Preferred Stock”.

2. Par Value. The par value of each share of Series B Preferred Stock shall be $0.001.

3. Rank. All shares of Series B Preferred Stock shall rank prior to all of the Corporation’s Common Stock, (the “Common Stock”), now or hereafter issued, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. No senior Preferred Stock with senior dividend or Liquidation or redemption rights may be issued by the Corporation without the prior written consent of the holders of a majority of the Series B Preferred Stock. The Corporation will give such holders 15 days prior written notice before any proposed issuance of a senior Preferred Stock is made.

4. Dividends. The holders of Series B Preferred Stock shall be entitled to receive, when as and if declared by the Board of Directors out of funds at the time legally available thereof, dividends in the same manner and amount as on the Common Stock.

5. Liquidation Preference. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, an amount equal to the dividends accrued and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, and a sum equal to $1.00 per share, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation’s capital stock ranking junior as to liquidation rights to the Series B Preferred Stock (the “Junior Liquidation Stock”) provided, however, that such rights shall accrue to the holders of Series B Preferred Stock only in the event that the Corporation’s payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Series B Preferred Stock (the “Senior Liquidation Stock”) are fully met. The entire assets of the Corporation available for distribution after the liquidation preferences of the Senior Liquidation stock are fully met shall be distributed ratably among the holders of the Series B Preferred Stock and any other class or series of the Corporation’s capital stock which may hereafter be created having parity as to liquidation rights with the Series B Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). Neither a consolidation or merger of the Corporation with another corporation nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property will be considered a liquidation, dissolution or winding up of the Corporation.

6. Redemption at Option of the Corporation. The Corporation, at this option, may at any time redeem in whole at any time, or from time to time in part, the Series B Preferred Stock on any date set by the Board of Directors, at $1.00 per share, plus, in each case, an amount in cash equal to all dividends on the Series B Preferred Stock accrued and unpaid thereon, whether or not declared, pro rata to the date fixed for redemption, such sum hereinafter referred to as the “Redemption Price.”

In case of the redemption of less than all of the outstanding Series B Preferred Stock, the Corporation shall designate by lot, or in such other manner as the Board of Directors determines, the shares to be redeemed, or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all the Series B Preferred Stock at any time outstanding until all dividends accrued and in arrears upon all Series B Preferred Stock then outstanding shall have been paid for all past dividends periods.

Not more than 60 nor less than 30 days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to the holders of record of the Series B Preferred Stock to be redeemed, addressed to such stockholders at their last address as shown on the books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption shall specify the date fixed for redemption, the Redemption Price, the place or places of payment, that payment will be made upon presentation and surrender of the shares of Series B Preferred Stock, that on and after redemption date, dividends will cease to accumulate on such shares, the then effective conversion rate pursuant to Section 8 and that the right of holders to convert shall terminate at the close of business on the fifth business day prior to the redemption date.

Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series B Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. On or after the date fixed for redemption and stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation 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 shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefore and shall have been irrecoverably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption price without interest upon surrender of their certificates therefore) shall terminate.

The shares of Series B Preferred Stock shall not be subject to the operation of any purchase or retirement sinking funk.

7. Redemption at Option of Holders. In the event (i) any person with the defined meaning as used in Section 13(d) of the Securities Exchange Act of 1934, as amended, or any successor provision becomes the beneficial owner (as defined in rule 13d under the Securities Exchange Act of 1934, as amended, or any successor provision) of more than 50% of the Common Stock (a ”Share Acquistion”) or the Corporation is a party to a business combination, including a merger or consolidation or the sale of all or substantially all of its assets and (ii) either (a) as a result of such a Share Acquisition or business combination, the Series B Preferred Stock thereafter is not convertible into common stock of the Corporation or of the ultimate parent of the Corporation which common stock is traded on the New York Stock Exchange the American Stock Exchange or through the NASDAQ National Market System or (b) all or substantially all of the consideration paid in such Share Acquisition or business combination does not consist of common stock of the ultimate parent of the Company which common stock is traded on the New York Exchange, the American Stock Exchange or the NASDAQ National Market System, then each holder of Series B Preferred Stock, subject to the conditions of this Section 7, shall have the option to require the Corporation to redeem all of the shares of Series B Preferred Stock owned by such holder at $10.00 per share plus accrued and unpaid dividends to the redemption date.

In the event of any Share Acquisition meeting the conditions specified in clauses (i) and (ii) of the first paragraph of this Section 7, the Corporation shall, on the date that is 45 days after this date of such Share Acquisition, upon the written demand of any record holder of Series B Preferred Stock owned by such holder at $10.00 per share plus accrued and unpaid dividends to such redemption date. Within 10 days after the Corporation has knowledge that such Shares Acquisition has occurred, it shall mail to each record holder of Series B Preferred Stock a form of written demand to be used by such holder to exercise his right of redemption (a “Demand Form”) and a notice which shall disclose the occurrence of the Share Acquisition and the right of such holder to require the Corporation to redeem such Series B Preferred Stock, the date by which such holder must notify the Corporation if it elects to require the Corporation to make such redemption, that on and after the redemption date, dividends will cease to accumulate on such shares, the then-effective conversion rate pursuant to Section 8, and that the right of holders to convert shall terminate at the close of business on the fifth business day prior to the

redemption date. Within 15 days after the Corporation has knowledge that such Share Acquisition has occurred, it also shall deposit in trust with a bank having a combined capital and surplus in excess of $50,000,000 for the benefit of holders of Series B Preferred Stock which elect to require the Corporation to redeem such stock pursuant to this Section 7, funds sufficient to redeem on the redemption date all of the Series B Preferred Stock outstanding on the date of delivery of the notice referred to above. Each record holder of Series B Preferred Stock that elects to require the Corporation to redeem on the redemption date all of the shares of Series B Preferred Stock that such holder owns shall deliver to Company not later than the redemption date a completed Demand Form relating to the Series B Preferred Stock to be redeemed. After the redemption date, the Corporation shall be entitled to receive from the funds which it deposited in trust for the redemption of Series B Preferred Stock on such redemption date an amount equal to that portion of such funds which was deposited in respect of shares of Series B Preferred Stock which the holder thereof did not elect to have redeemed pursuant to this Section 7. The term “redemption date”, as used in connection with a redemption resulting from a Share Acquisition, shall mean the close of business on the 45^th day after the Share Acquisition.

In the event of any business combination meeting the conditions specified in clauses (i) and (ii) of the first paragraph of this, Section 7, the Corporation shall, immediately prior to the effectiveness of such business combination, upon the demand or any record holder of Series B Preferred Stock owned by each such holder at $10.00 per share plus accrued and unpaid dividends to the date on which such business combination occurs. Not later than 35 days prior to the effectiveness of any such business combination, the Corporation shall mail to each record holder of Series B Preferred Stock a Demand Form and a notice which shall disclose such business combination and the right of such holder of Series B Preferred Stock to require the Corporation to redeem such Series B Preferred Stock pursuant to this Section 7 and shall state the anticipated redemption date, the redemption price, the place or place or places of payment, that payment will be made upon presentation and surrender of the shares of Series B Preferred Stock, the date by which such holder must notify the Corporation if it elects to require the Corporation to make such redemption, that on and after the redemption date, dividends will cease to accumulate on such shares, the then effective conversion rate pursuant to Section 8, and that the right of holders to convert shall terminate at the close of business on the fifth business day prior to the redemption date. Prior to the effectiveness of such business combination, the Corporation also shall deposit in trust with a bank having combined capital and surplus in excess of $50,000,000, as trustee, for the benefit of holders of Series B Preferred Stock which elect to require the Corporation to redeem such stock pursuant to this Section 7, immediately available funds sufficient to redeem on the redemption date all the available funds sufficient to redeem on the redemption date all of the Series B Preferred Stock which, pursuant to this Section 7, holders have to require the Corporation to redeem. Each record holder of Series B Preferred Stock that elects to require the Corporation to redeem on the redemption date all of the Series B Preferred Stock which it owns must submit to the Corporation not later than the redemption date a completed Demand Form relating to the Series B Preferred Stock to be redeemed. The Corporation agrees that it will not complete any business combination described in this Section 7 unless property provision has made been made to satisfy its obligations under this Section 7. The term “redemption date”, is used in connection with a redemption upon the occurrence of a business combination under this Section 7, shall mean the time immediately prior to the effectiveness or such business combination referred to herein.

Any notice by the Corporation which is mailed as herein provided shall be conclusively presumed to have been duly given whether or not holder of Series B Preferred Stock receives such Notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. An election by a holder of Series B Preferred Stock to have the Corporation redeem such stock pursuant to this Section 7 shall become irrevocable on the relevant redemption date on or after the date fixed for redemption as stated in any notice delivered by the Corporation. Each holder of the shares called for redemption shall surrender the certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the relevant redemption price in accordance with the terms of this Section 7. If any such certificates shall be so surrendered in connection with a redemption required to be made as a result of any business combination described in the first paragraph of this Section 7 and for whatever reason such business combination will not become effective, then the Corporation shall cause such certificates to be returned promptly to the respective holders thereof. If less than al the shares represented by any such surrendered certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption under any provision of this Section 7, finds necessary for the redemption shall be available thereof and shall have been deposited in trust as required by this Section 7, then in the case of any shares of Series B Preferred Stock to be redeemed as a result of a Share Acquisition, after the close of business on the redemption date and, in the case of any shares of Series B Preferred Stock to be redeemed as a result of a business combination described in the first paragraph of this Section 7, after the effectiveness of the business combination notwithstanding that the certificates evidencing any shares which the holders thereof had elected to have redeemed shall not have been surrendered, the dividends with respect to such shares shall cease to accrue, such shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to such shares (except the right of the holders to receive the relevant redemption price without interest upon surrender of their certificates therefore) shall terminate.

8. Conversion Privilege.

(a) Right of Conversion. Each share of Series B Preferred Stock shall be convertible at the option of the holder thereof, at any time, into fully paid and non assessable shares of Common Stock and such other securities and property as hereinafter provided, initially at the rate of Two Hundred and Fifty (250) shares of Common Stock for each full share of Series B Preferred Stock.

(b) Conversion Procedures. Any holder of Series B Preferred Stock desiring to convert such shares into Common Stock shall surrender the certificates for such shares of Series B Preferred Stock at the office of the transfer agent for the Series B Preferred Stock. Which certificates, if the Corporation shall so require, shall be duly endorsed to the Corporation or in blank, or accompanied by proper instruments of transfer to the Corporation or in blank, accompanied by irrevocable written notice to the Corporation that the holder elects to convert such shares of Series B Preferred Stock and specifying the name or names (which address) in which a certificate or certificates for Common Stock are to be issued.

No adjustments in respect of dividends on shares surrendered for conversion or any dividend on the Common Stock issued upon conversion shall be made upon the conversion of any shares of Series B Preferred Stock.

The Corporation will, as soon as practicable after such deposit of certificates for Series B Preferred Stock accompanied by the written notice and compliance with any other conditions herein contained, deliver at such office or such transfer agent to the person for whose account such shares of Series B Preferred Stock were so surrendered, or to his nominee or nominees, certificates for the number of full shares of Common Stock to which he shall be entitled as aforesaid, together with a cash adjustment of any fraction of a share as hereinafter provided. Subject to the following provision of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the shares of Series B Preferred Stock to be converted and the person entitled to receive the Common Stock deliverable upon conversion of such Series B Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date; provided, however, that the Corporation shall not be required to convert any shares of Series B Preferred Stock while the stock transfer books of the Corporation are closed for any purpose, but the surrender of Series B Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion on the date of such reopening, and the conversion shall be at the conversion rate in effect an such date.

(c) Adjustments of Conversion Rate. The number of shares of Common Stock and number or amount of any other securities and property as hereinafter provided into which a share of Series B Preferred Stock is convertible (the “conversion rate”) shall be subject to adjustment from time to time as follows:

(i) In case the Corporation shall (1) pay a dividend or make a distribution on its Common Stock that is paid or made (A) in other shares of stock of the Corporation or (B) in rights to purchase stock or other securities if such rights are not separable from the Common Stock except upon the occurrence of a contingency, (2) subdivide its outstanding shares of Common Stock into a greater number of shares or (3) combine its outstanding shares of Common Stock into a greater number of shares, then in each such case the conversion rate in effect immediately prior thereto shall be adjusted retroactively as provided below so that the holder of any shares of Series B Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Corporation and other shares and rights to purchase stock or other securities (or, in the event of the redemption of any such shares or rights or right), any cash, property or securities paid in respect of such redemption which such holder would have owned or have been entitled to receive after the happening or any of the events described above had such shares of Series B Preferred Stock been converted immediately prior to the happening of such event. Any adjustment made pursuant to this subparagraph (i) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in case of a subdivision or combination.

(ii) In case the Corporation shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the date fixed for determination mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided below) of the Common Stock on the date fixed for determination of stockholders entitled to receive rights or warrants, then the conversion rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by multiplying such conversion rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price, such increase to become effective immediately either the opening of business on the day following the date fixed or for such determination, provided, however, in the event that all the shares of Common Stock offered for such subscription or purchase are not delivered upon the exercise of such rights or warrants, upon the expiration of such rights or warrants the conversion rate shall be readjusted to the conversion rate which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock Actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. For the purpose of this paragraph (ii), the number of shares held in the treasury of the Corporation shall be included in the total number of shares outstanding.

(iii) In case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, cash (excluding ordinary cash dividends paid out of retained earnings of the Corporation), other assets or rights or warrants to subscribe for or purchase any security (excluding those, referred to in subparagraphs (i) and (ii) above), then in each such case the conversion rate shall be adjusted retroactively so that the same shall equal the rate determined by multiplying the conversion rate in effect immediately prior to the close of business date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided below) of the Common Stock on the rate fixed for such determination and the denominator shall be such current market price of the Common Stock less the amount of cash and the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) of the portion of the assets, rights or evidences of indebtedness so distributed applicable to one share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution.

(iv) for the purpose of any computation under subparagraphs(ii) and (iii) the current market price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices for the 30 consecutive trading days commending with the 45^th trading day before the day in question. The closing price for each day shall be the reported last sales price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Stock is not listed or admitted to trading (based on the aggregate dollar value of all securities listed or admitted to trading for, if not listed or admitted to trading on any national securities exchange, on the NASDAQ National Market System or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on the NASDAQ National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Corporation for that purpose, or, if such prices are not available, the fair market value set by, or in a manner established by, the Board of Directors of the Corporation in good faith. “Trading Day” shall mean a day on which the national securities exchange of the NASDAQ National Market System used to determine the closing price is open for the transaction of business or the reporting of trades or, if the closing price is not so determined, a day on which the New York Stock Exchange is open for the transaction of business.

(v) No adjustment in the conversion rate shall be required unless such adjustments would require an increase or decrease of at least 1% in such rate; provided, however, that the Corporation may make any such adjustment its election; and provided further, that nay adjustments which by reason of this subparagraph (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculation under this Section 8 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(vi) Whenever the conversion rate is adjusted as provided in any provision of this Section 8:

(1) the Corporation shall compute the adjusted conversion rate in accordance with this Section 8 and shall prepare a certificate signed by the principal financial officer of the Corporation setting forth the adjusted conversion rate and showing in reasonable detail the facts upon which such adjustment is based; and such certificate shall forthwith be filed with the transfer agent of the Series B Preferred Stock; (2) a notice stating that the conversion rate has been adjusted and setting forth the adjusted conversion rate shall forthwith be required, and as soon as practicable after it is required, such notice shall be mailed by the Corporation to all record holders of Series B Preferred Stock at the last known addresses as they shall appear in the stock transfer books of the Corporation.

(vii) In the event that at any time, as a result of any adjustment made pursuant to this Section 8, the holder of any shares of Series B Preferred Stock thereafter surrendered for conversion shall become entitled to receive any shares of the Corporation other than shares of Common Stock or to receive any other securities, the number of such other shares of securities of receivable upon conversion of any share of Series B Preferred Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable tot the provisions contained in this Section 8 with respect to the Common Stock.

(d) No Fractional Shares. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon conversion of Series B Preferred Stock. If more than one certificate representing shares of Series B Preferred Stock shall be surrendered for conversion at one time by the same holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B Preferred Stock to surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of any shares if Series B Preferred Stock, the Corporation will pay a cash adjustment in respect of such fractional interest in an amount equal to the same fraction of the market price per share of Common stock (as determined by the Board of Directors or in any manner prescribed by the Board of Directors, which, so long as the Common Stock is listed on the NASDAQ National Market System shall be the reported last sale price on the NASDAQ National Market System) at the close of business on the day of conversion.

(e) Reclassification, Consolidation, Merger or Sale of Assets. In case of any reclassification of the Common Stock, any consolidation of the Corporation with, or merger of the Corporation into, any other entity, any merger of another entity into the Corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Corporation), any sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder of each share of Series B Preferred Stock then outstanding shall have the right thereafter, during the period such share shall be convertible, to convert such share only into the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer, or share exchange by a holder of the number of shares of Common Stock of the corporation into which such share of Series B Preferred Stock might have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange assuming such holder of Common Stock of the Corporation (i) is not an entity with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation, to which such sale or transfer was made or a party to such share exchange, as the case may be(“constituent person”) , or an affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash, and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange is not the same for each share of Common Stock of the corporation held immediately prior to such consolidation, merger, sale or transfer by others than a constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing share”) then the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange by each non-electing share shall be deemed to be the kind and amount to receivable per share by a plurality of the non-electing shares. The Corporation, the entity formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Corporation’s shares, as the case may be, shall make provisions in its certificates or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles or incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The above provisions shall similarly apply to successive reclassification, consolidations, mergers, sales, transfers or shares exchanges.

(f) Reservation of Shares: Transfer Taxes; Etc. The Corporation shall at all times serve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Series B Preferred Stock, such number of shares of its Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all shares of Series B Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of Colorado, increase the number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding shares of Series B Preferred Stock.

If any shares of Common Stock required to be reserved for purposes of conversion of the Series B Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon the official notice of issuance, all shares of Common Stock issuable upon conversion of the Series B Preferred Stock.

The Corporation will pay any and all issue or other taxes that may be payable in respect of any issuance or delivery of shares of Common Stock on conversion of the Series B Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of Common Stock (or other securities or assets) in a name other than that which the shares of Series B Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established to the satisfaction of the Corporation, that such tax has been paid.

Before taking any action which would cause an adjustment reducing the conversion rate such that the effective conversion price (for all purposes an amount equal to $1.00 divided by the conversion rate applicable to one share of Series B Preferred Stock as in effect at such time) would be below the then stated value of the Common Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non assessable shares of Common Stock at the conversion rate as so adjusted.

(g) Prior Notice of Certain Events In case:

(i) The Corporation shall (1) declare any dividend ( or any other distribution) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) a dividend payable in cash out of its retained earning other than any special or nonrecurring or other extraordinary dividend or (2) declare or authorize a redemption or purchase of in excess of 10% of the then outstanding shares of Common Stock; or.

(ii) the Corporation shall authorize the granting to the holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights or warrants (other than any rights specified in paragraph (c)(i)(1)(B) of this Section 8): or

(iii) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding Common Stock or a change in par value, or from par value to no par value), or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or

(iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall cause to be filed with the transfer agent for the Series B Preferred Stock, and shall cause to be mailed to the holders on record of the Series B Preferred Stock, at their last known address as they shall appear upon the stock transfer books of the Corporation, at least 15 days prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption or granting of rights or warrants or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sales, transfer, shared exchange, dissolution, liquidation or winding up is expected to become effective, and the dates of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation, or winding up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action to be specified in such notice).

(h) Other Changes in Conversion Rate. The Corporation from time to time may increase the conversion rate by any amount for any period of time if the period is at least 20 days and if the increase is irrevocable during the period whenever the conversion rate is so increased, the Corporation shall mail to holders of record of the Series B Preferred Stock a notice of the increase at least 15 days before the date the increased conversion rate takes effect, and such notice shall state the increased conversion rate and the period it will be in effect.

The Corporation may make such increases in the conversion rate, in addition to those required or allowed by this Section 8, as shall be determined by it, as evidenced by a resolution of the Board of Directors, to be advisable in order to avoid or dismiss any income tax to holders of Common Stock resulting from any dividend or distribution of stock, issuance or rights to purchase or subscribe for stock of from any event treated as such for income tax purposes.

(i) Registration Rights. At any time the holders of a majority of the Series B Preferred Stock, whether before conversion or after conversion of a majority of the Series B Preferred Stock may require the Corporation to register the Series B Preferred Stock and the underlying common stock as the case may be, with the Securities and Exchange Commission on Form SB-1 or whatever form is applicable. Upon such holders giving notice of registration to the Corporation, the Corporation will promptly prepare, file and use its best efforts to have the registration statement declared effective.

9. Voting Rights.

(a) Each share of the Series B Preferred Stock shall have two hundred and fifty (250) votes on all matters on which shareholders of the Corporation shall be entitled vote. Except as provided in (b) of this Section 9, the holders of Series B Preferred Stock shall not be entitled to vote as a separate class, but shall vote with all other shareholders of the Corporation.

(b) Class Voting Rights. So long as the Series B Preferred Stock is outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least 66-2/3% of all outstanding Series B Preferred Stock voting separately as a class, (i) Amend, alter or repeal (by merger or otherwise) any provision of the Certificate of Incorporation of the By-Laws of the Corporation, as amended, as to adversely affect the relative rights, preferences, qualifications, limitations, or restrictions of the Series B Preferred Stock, (ii) authorize or issue, or increase the authorized amount of any additional class or series of stock, or any security convertible into stock of such class or series, ranking prior to the Series B Preferred Stock in respect of the payment of dividends or upon liquidation, dissolution or winding up of the Corporation or (iii) effect any reclassification of the Series B Preferred Stock. A class vote on the part of the Series B Preferred Stock shall, without limitation, specifically not be deemed to be required (except as otherwise required by law or resolution of the Corporation’s Board of Directors) in connection with; (a) the authorization, issuance or increase in the authorized amount of any shares of any other class or series of stock which ranks junior to, or on a parity with, the Series B Preferred Stock in respect to the payment of dividends and distributions upon liquidation, dissolution or winding up of the Corporation; or (b) the authorization, issuance or increase in the amount of any bonds, mortgages, debentures or other obligation of the Corporation.

10. Outstanding Shares. For purposes of this Certificate of Designation, all shares of Series B Preferred Stock shall be deemed outstanding except (i) from the date fixed for redemption pursuant to Section 6 or 7 hereof, all shares of Series B Preferred Stock that have been so called for redemption under Section 6 or have been required to be redeemed by the holder thereof under Section 7 if funds necessary for the redemption of such shares are available and, in the case of a redemption under Section 7, have been deposited in trust with a bank having a combined capital and surplus in excess of $50,000,000, as trustee, for the benefit of the holders of such shares to be redeemed for payment of the relevant redemption price, (ii) from the date of surrender of certificates representing shares of Series B Preferred Stock, all shares of Series B Preferred Stock converted into Common Stock; and (iii) from the date of registration of transfer, all shares of Series B Preferred Stock held of record by the Corporation or any subsidiary of the Corporation.

11. Partial Payments. If at any time the Corporation does not pay amounts sufficient to redeem all Series B Preferred Stock required to be redeemed by the Corporation at such time pursuant to Section 7 hereof, then such funds which are paid shall be applied to redeem such Series B Preferred Stock as the Corporation may designate by lot.

12. Status of Acquired Shares. Shares of Series B Preferred Stock redeemed by the Corporation received upon conversion pursuant to Section 6 or otherwise acquired by the Corporation will be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to class, and may thereafter be issued, but not as shares of Series B Preferred Stock.

13. Preemptive Rights. The Series B Preferred is not entitled to any preemptive or subscription rights in respect of any securities of the Corporation.

14. Severability of Provision. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

  IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its President, and its corporate seal to be hereunto affixed and attested by its Secretary, this _____ day of February, 2007.

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Christopher Astrom