Exhibit 3.1

                               LEGEND MOBILE, INC.

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               CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES
                  OF A SERIES OF PREFERRED STOCK BY RESOLUTION
                   OF THE BOARD OF DIRECTORS PROVIDING FOR AN
                  ISSUE OF 850,000 SHARES OF SERIES B PREFERRED
                        STOCK, $.01 PAR VALUE, DESIGNATED
                  AS THE "SERIES B CONVERTIBLE PREFERRED STOCK"
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         I, Peter Klamka,  Chairman of the Board and Secretary of LEGEND MOBILE,
INC., a Delaware corporation (hereinafter called the "Corporation"), pursuant to
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  do hereby make this  Certificate of  Designation  under the corporate
seal of the  Corporation  and do hereby state and certify  that  pursuant to the
authority  expressly  vested in the Board of Directors of the Corporation by the
Certificate of Incorporation,  the Board of Directors duly adopted the following
resolutions:

                           RESOLVED,  that,  pursuant  to Article  FOURTH of the
                  Certificate  of  Incorporation   (which  authorizes  1,000,000
                  shares  of  Preferred  Stock,  $.01 par  value),  the Board of
                  Directors  hereby fixes the  designation  and  preferences and
                  relative participating, optional and other special rights, and
                  qualifications,  limitations  and  restrictions of a series of
                  850,000  shares  of  Series  B  Convertible   Preferred  Stock
                  referred  to herein as the  "Series  B  Convertible  Preferred
                  Stock".

                           RESOLVED, that each share of the Series B Convertible
                  Preferred  Stock shall rank  equally in all respects and shall
                  be subject to the following provisions:

                  1.       Number of Shares.  The number of shares  constituting
         the  Series  B  Convertible  Preferred  Stock  shall be and the same is
         hereby fixed at 850,000.

                  2.       Stated  Capital.  The  amount  to be  represented  in
         stated  capital at all times for each share of the Series B Convertible
         Preferred Stock shall be its par value of $.01 per share.

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                  3.       Rank.  Subject to Section 5, the Series B Convertible
         Preferred  Stock  shall,  with respect to rights on  liquidation,  rank
         equivalent  to all  classes  of the common  stock,  $.001 par value per
         share  (collectively,  the "Common Stock" or "Common  Shares"),  of the
         Corporation.

                  4.  Dividends.  Subject to the  satisfaction of the Conversion
         Test (as defined in Section 7(1) below) being satisfied, the holders of
         outstanding Series B Convertible  Preferred Stock shall not be entitled
         to participate in any dividends  declared on the  Corporation's  common
         stock, $.001 par value per share (the "Common Stock").

                  5.       Liquidation  Rights. . In the event of a voluntary or
         involuntary  liquidation,  dissolution or winding up of the Corporation
         prior to the satisfaction of the Conversion Test, the holders of Series
         B Convertible  Preferred Stock shall be entitled to $0.01 per share. In
         the event of a voluntary or  involuntary  liquidation,  dissolution  or
         winding up of the Corporation  after the satisfaction of the Conversion
         Test,  the  holders of Series B  Convertible  Preferred  Stock shall be
         entitled to share with the  holders of Common  Shares pari passu in the
         assets of the  Corporation,  on an as  converted  basis,  whether  such
         assets  are  capital or surplus of any  nature.  A  Reorganization  (as
         defined  in  Subsection  8(5)  below)  shall  not  be  deemed  to  be a
         liquidation,  dissolution  or  winding  up within  the  meaning of this
         Section 5.

                  6.       Redemption.  Shares of Series B Convertible Preferred
         Stock may not be  redeemed  by the  Corporation  absent  the  unanimous
         consent of the holders thereof.

                  7.       Conversion Rights.

                           (1)      The  Series  B  Preferred  Shares  shall  be
         convertible  upon the earlier to occur of: (i) the date the Corporation
         generates  net  profits  in any  two  consecutive  fiscal  quarters  as
         reported on the Corporation's Form 10-QSB or Form 10-Q, as the case may
         be; or (ii) April 1, 2006 (the "Conversion  Test").  If the Corporation
         is sold  (whether by sale of all or  substantially  all of its stock or
         assets,  or by a merger in which the  Corporation  is not the surviving
         corporation)  at a per share  price  which  exceeds  110% of the Market
         Price of the Common Stock (as defined in Section 12(1)), the Conversion
         Test will be deemed  satisfied,  the Series B Preferred  Shares will be
         convertible  immediately  prior to the  closing of such  sale,  and the
         holders of the Series B Preferred Shares will be entitled to the rights
         set forth in Section 5 above.

                           (2)      The date on which a  conversion  of Series B
         Preferred Shares takes place shall be termed the "Conversion  Date" for
         such shares.  The  conversion of Series B Preferred  Shares shall be on
         the  basis of ten  shares of Common  Stock for one  Series B  Preferred
         Share;  provided,  however, that such ten for one conversion rate shall
         be subject to  adjustment  from time to time in  certain  instances  as
         provided in Section 8 below (the conversion rate in effect at any given
         time shall be termed  the  "Conversion  Rate").  Upon  conversion,  the
         holder of the Series B Preferred  Shares will be required to pay to the
         Corporation a conversion  price for each share of Common Stock equal to

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         $.10 (the  "Conversion  Price").  The holder of the Series B  Preferred
         Shares may pay the Conversion Price in cash ("Conversion  Option A") or
         by surrendering  additional  Series B Preferred  Shares,  valued at the
         difference  between (i) the average  market  value of the Common  Stock
         over  the  five (5)  business  day  period  immediately  preceding  the
         Conversion Date and (ii) the Conversion Price ("Conversion Option B").

                           (3)      As   promptly  as   practicable   after  the
         Conversion Date, the Corporation shall issue and deliver to the holders
         at the office of the then  transfer  agent for the Series B Convertible
         Preferred  Stock, a certificate or certificates  for the number of full
         shares of Common  Stock to which such  holders are entitled and a check
         or cash with  respect to any  fractional  interest in a share of Common
         Stock as provided in Subsection 7(4) below. Each holder shall be deemed
         to have  become a  stockholder  of  record of the  Common  Stock on the
         Conversion Date.

                           (4)      No  fractional  shares  of  Common  Stock or
         script  shall  be  issued  upon  conversion  of  Series  B  Convertible
         Preferred  Stock.  The number of full shares of Common  Stock  issuable
         upon conversion of such Series B Preferred  Shares shall be computed on
         the  basis of the  aggregate  number of  Series B  Preferred  Shares so
         surrendered.  Instead of any  fractional  shares of Common  Stock which
         otherwise  would be issuable upon  conversion of any shares of Series B
         Convertible   Preferred  Stock,  the  Corporation   shall  pay  a  cash
         adjustment in respect to such fractional interest based upon the Market
         Price (as defined in Subsection 12(1)) of the Common Stock at the close
         of business on the last business day prior to the Conversion Date.

                           (5)      If any shares of Common Stock to be reserved
         for the purpose of conversion of Series B Convertible  Preferred  Stock
         require  registration  or listing with or approval of any  governmental
         authority, stock exchange or other regulatory body under any federal or
         state law or regulation or otherwise  before such shares may be validly
         issued or delivered upon conversion,  the Corporation shall at its sole
         cost  and  expense  in good  faith  and as  expeditiously  as  possible
         endeavor to secure such registration,  listing or approval, as the case
         may be.

                           (6)      All  shares  of  Common  Stock  which may be
         issued upon  conversion  of Series B Convertible  Preferred  Stock upon
         issuance  will be validly  issued,  fully paid and  nonassessable.  The
         Corporation will pay any and all documentary  taxes that may be payable
         in  respect  of any issue or  delivery  of  shares  of Common  Stock on
         conversion  of  Series  B  Preferred   Shares  pursuant   hereto.   The
         Corporation  shall not be  required to pay any tax which may be payable
         in respect of any transfer involved in the issue and delivery of shares
         of  Common  Stock  in a name  other  than  that in which  the  Series B
         Preferred  Shares so converted  were  registered,  and no such issue or
         delivery  shall be made  unless  and until the person  requesting  such
         transfer has paid to the  Corporation the amount of any such tax or has

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         established to the  satisfaction of the  Corporation  that such tax has
         been paid. If and to the extent the Corporation is required to withhold
         taxes in  connection  with the  conversion  of the  Series B  Preferred
         Shares,  the  holders  thereof  may, at their  option  (and  subject to
         compliance with federal  securities  laws),  effect such withholding by
         (i) causing  the  Corporation  to retain a portion of the Common  Stock
         issuable  upon  such  conversion  (valued  at  Market  Price),  or (ii)
         delivering  additional  shares of Series B Convertible  Preferred Stock
         (valued at Market Price less Conversion Price).

                           (7)      All  certificates   representing   Series  B
         Preferred  Shares  surrendered  for conversion  shall be  appropriately
         canceled on the books of the  Corporation  and the shares so  converted
         represented  by such  certificates  shall be  restored to the status of
         authorized but unissued shares of Preferred Stock of the Corporation.

                  8.       Adjustment of Conversion Rights.

                           (1)      In case the Corporation  shall, with respect
         to its Common Stock,  (i) pay a dividend or make a distribution  on its
         shares of Common  Stock which is paid or made in shares of Common Stock
         or in securities  convertible into or exchangeable for its Common Stock
         (in which latter  event the number of shares of Common Stock  initially
         issuable upon the  conversion or exchange of such  securities  shall be
         deemed to have been distributed), (ii) subdivide its outstanding shares
         of Common Stock,  (iii) combine its outstanding  shares of Common Stock
         into a smaller number of shares, or (iv) issue by  reclassification  of
         its Common Stock any shares of capital  stock of the  Corporation,  the
         Conversion Rate in effect  immediately  prior thereto shall be adjusted
         so that each holder of a Series B Preferred Share thereafter  converted
         shall be  entitled  to receive  the number and kind of shares of Common
         Stock or other  capital  stock of the  Corporation  which it would have
         owned or been entitled to receive in respect of such Series B Preferred
         Share  immediately  after the happening of any of the events  described
         above had such  Series B  Preferred  Share been  converted  immediately
         prior to the happening of such event.  An  adjustment  made pursuant to
         this Section shall become effective  immediately after the record date,
         in the case of a dividend, and shall become effective immediately after
         the  effective  date,  in the  case of a  subdivision,  combination  or
         reclassification.  If, as a result of an  adjustment  made  pursuant to
         this  Subsection  8(1),  the  holder of any  Series B  Preferred  Share
         thereafter  surrendered for conversion shall become entitled to receive
         shares  of two or more  classes  of  capital  stock or shares of Common
         Stock  and  other  capital  stock  of the  Corporation,  the  Board  of
         Directors (whose  determination  shall be conclusive),  shall determine
         the allocation of the adjusted  Conversion Rate between or among shares
         of such  classes of capital  stock or shares of Common  Stock and other
         capital stock.

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                                    In the event that at any time as a result of
         an adjustment made pursuant to this Subsection  8(1), the holder of any
         Series B Preferred Share  thereafter  surrendered for conversion  shall
         become  entitled  to receive any shares of the  Corporation  other than
         shares of Common Stock,  thereafter the Conversion Rate with respect to
         other shares so  receivable  upon  conversion of any Series B Preferred
         Share shall be subject to adjustment  from time to time in a manner and
         on terms as nearly  equivalent as practicable  to the  provisions  with
         respect to Common Stock contained in this Section 8.

                           (2)      In case the  Corporation  shall issue rights
         or  warrants  to all  holders of its  Common  Stock  entitling  them to
         subscribe  for or  purchase  shares  of  Common  Stock  (or  securities
         convertible  into or exchangeable  for its Common Stock) at a price per
         share  less than the  Market  Price  per  share of Common  Stock on the
         record  date  mentioned  below  (other than  pursuant  to an  automatic
         dividend  reinvestment  plan of the  Corporation  or any  substantially
         similar  plan) the  Conversion  Rate shall be adjusted so that the same
         shall equal the rate  determined by multiplying  the Conversion Rate in
         effect  immediately prior to the issuance of such rights or warrants by
         a  fraction,  of which the  numerator  shall be the number of shares of
         Common Stock  outstanding  (excluding  treasury  shares) on the date of
         issuance  of such  rights or  warrants  plus the  number of  additional
         shares of Common Stock  offered for  subscription  or purchase,  and of
         which the  denominator  shall be the  number of shares of Common  Stock
         outstanding (excluding treasury shares) on the date of issuance of such
         rights or warrants, plus the number of shares of Common Stock which the
         aggregate  subscription or purchase price of the total number of shares
         offered  for  subscription  or purchase  would  purchase at such Market
         Price.  Such adjustment  shall become effective  immediately  after the
         opening of  business  on the day  following  the  record  date for such
         rights or warrants.

                                    In case the Corporation  shall distribute to
         all holders of its Common Stock evidences of its indebtedness or assets
         (excluding cash dividends out of legally  available funds and dividends
         or distributions payable in capital stock or other securities for which
         adjustment  is made  pursuant  to  Subsection  8(1) and  excluding  for
         purposes of this section  rights or warrants to subscribe to securities
         of the  Corporation),  then in each such case the Conversion Rate shall
         be  adjusted  so that the same  shall  equal  the  rate  determined  by
         multiplying  the Conversion  Rate in effect  immediately  prior to such
         distribution by a fraction,  of which the numerator shall be the Market
         Price per share of Common Stock on the record date mentioned below, and
         of which the denominator shall be such Market Price per share of Common
         Stock less the then fair market  value (as  determined  by the Board of
         Directors of the Corporation,  whose determination shall be conclusive)
         of  the  portion  of  the  assets  or  evidences  of   indebtedness  so
         distributed  applicable to one share of Common Stock.  Such  adjustment
         shall  become  effective  immediately  after  the  record  date for the

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         determination  of stockholders  entitled to receive such  distribution.
         Anything  in  this  Section  8 to  the  contrary  notwithstanding,  the
         Corporation  shall be entitled  to make such  increase in the number of
         shares of Common  Stock to be acquired  upon  conversion  of a Series B
         Preferred Share, in addition to those required by this Section 8, as it
         in its  discretion  shall  determine  to be advisable in order that any
         stock  dividend,  subdivision  of  shares,  distribution  of  rights to
         purchase stock or securities, or distribution of securities convertible
         into or exchangeable for stock hereafter made by the Corporation to its
         stockholders shall not be taxable to the recipients.

                           (3)      On the  expiration of any rights or warrants
         referred to in  Subsection  8(2), or the  termination  of any rights of
         conversion  or  exchange  referred  to  in  Subsection   8(1)(i),   the
         Conversion  Rate then in effect shall  forthwith be  readjusted to such
         Conversion Rate as would have obtained had the adjustment made upon the
         issuance  of such rights or warrants  or  convertible  or  exchangeable
         securities  been made upon the basis of the delivery of only the number
         of shares of Common Stock actually  delivered upon the exercise of such
         rights  or  warrants  or  upon  the  conversion  or  exchange  of  such
         securities.

                           (4)      Except as provided in Subsections 8(1), 8(2)
         and 8(3) above,  no other event shall effect a change in the Conversion
         Rate.  Whenever the Conversion Rate is adjusted as herein provided,  an
         officer of the Corporation  shall compute the adjusted  Conversion Rate
         in accordance with the provisions of this Section 8 and shall prepare a
         certificate  setting forth such  Conversion  Rate showing in detail the
         facts   upon   which   such   adjustment   is  made  (the   "Adjustment
         Certificate").  Such  Adjustment  Certificate  shall forthwith be filed
         with) the transfer agent for the Series B Convertible  Preferred Stock,
         if any,  and a notice  thereof  mailed to the  holders of record of the
         outstanding shares of such series.

                           (5)      In the event of any  consolidation or merger
         to which the  Corporation  is a party  other  than a  consolidation  or
         merger in which the Corporation is the continuing  corporation,  or the
         sale or  conveyance  to  another  corporation  of the  property  of the
         Corporation  as an  entirety  or  substantially  as an  entirety or any
         statutory  exchange of securities with another  corporation  (including
         any  exchange   effected  in  connection  with  a  merger  of  a  third
         corporation  into the Corporation)  (each such transaction  referred to
         herein as "Reorganization"),  no adjustment of conversion rights or the
         Conversion  Rate shall be made;  provided,  however,  each  holder of a
         Series B Preferred  Share shall  thereupon  be entitled to receive upon
         conversion of the Series B Preferred Share, and provision shall be made
         therefor in any agreement  relating to a  Reorganization,  the kind and
         number of securities or property  (including  cash) of the  corporation
         ("Successor   Corporation")   resulting  from  such   consolidation  or
         surviving such merger or to which such properties and assets shall have
         been sold or otherwise  transferred or with whom  securities  have been
         exchanged,  which such  holder  would have  owned or been  entitled  to
         receive as a result of such  Reorganization had such Series B Preferred

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         Share been  converted  immediately  prior to such  Reorganization  (and
         assuming such holder failed to make an election,  if any was available,
         as to the kind or amount of securities,  property or cash receivable by
         reason of such  Reorganization;  provided that if the kind or amount of
         securities, property or cash receivable upon such Reorganization is not
         the same for each share of Common Stock in respect of which such rights
         of election shall not have been exercised  ("non-electing  share") then
         for the  purpose  of this  Subsection  8(5)  the  kind  and  amount  of
         securities,  property or cash receivable upon such  Reorganization  for
         each  non-electing  share  shall be deemed to be the kind and amount so
         receivable per share by a plurality of the non-electing shares). In any
         case,  appropriate  adjustment  shall be made in the application of the
         provisions  herein set forth with  respect to the rights and  interests
         thereafter of the holders of Series B Preferred Shares, to the end that
         the  provisions set forth herein  (including the specified  changes and
         other   adjustments  to  the  Conversion   Rate)  shall  thereafter  be
         applicable,  as nearly as reasonably may be, in relation to any shares,
         other securities or property  thereafter  receivable upon conversion of
         the Series B Preferred  Shares.  The provisions of this Subsection 8(5)
         shall similarly apply to successive Reorganizations.

                           (6)      The  Corporation  shall at all times reserve
         and keep available out of its authorized but unissued  shares of Common
         Stock,  solely for the purpose of effecting the  conversion of Series B
         Convertible  Preferred Stock,  such number of shares of Common Stock as
         shall from time to time be  sufficient  to effect a  conversion  of all
         outstanding  Series B Convertible  Preferred  Stock, and if at any time
         the number of authorized but unissued  shares of Common Stock shall not
         be sufficient to effect the conversion of all then  outstanding  shares
         of the Series B Convertible  Preferred  Stock,  the  Corporation  shall
         promptly  take such  corporate  action as may,  in the  opinion  of its
         counsel, be necessary to increase its authorized but unissued shares of
         Common Stock to such number of shares as shall be  sufficient  for such
         purpose.  In the event of a  Reorganization  to which  Subsection  8(5)
         above applies,  effective provision shall be made in the certificate or
         articles of incorporation,  merger or consolidation or otherwise of the
         Successor  Corporation so that such Successor  Corporation  will at all
         times  reserve  and keep  available  a  sufficient  number of shares of
         common  stock  or other  securities  or  property  to  provide  for the
         conversion  of the Series B Convertible  Preferred  Stock in accordance
         with the provisions of this Section 8.

                           (7)      The   Corporation   shall   not   amend  its
         Certificate of  Incorporation,  or  participate in any  reorganization,
         sale or transfer of assets, consolidation,  merger, dissolution,  issue
         or sale of securities or any other voluntary  action for the purpose of
         avoiding or seeking to avoid the  observance or  performance  of any of
         the terms to be observed or performed hereunder by the Corporation, but
         shall at all times in good  faith use its best  efforts,  and assist in
         carrying  out  all  such  action  as may  be  reasonably  necessary  or
         appropriate in order to protect the conversion rights of the holders of
         the Series B Convertible Preferred Stock set forth herein.

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                  9.       Voting Rights.

                           (1)      The  holders  of the  Series  B  Convertible
         Preferred  Stock  shall  vote on all  matters  with the  holders of the
         Common  Stock  (and not as a  separate  class) on a ten votes per share
         basis. The holders of the Series B Convertible Preferred Stock shall be
         entitled to receive all notices  relating to voting as are  required to
         be given to the holders of the Common Stock.

                           (2)      In addition to any other rights  provided by
         Subsection  9(1)  or by  applicable  law,  so  long  as  any  Series  B
         Convertible Preferred Stock shall be outstanding, the Corporation shall
         not without first obtaining the affirmative  vote or written consent of
         all of the holders of the Series B Preferred Shares outstanding;

                  (i)      increase the authorized  number of shares of Series B
                           Convertible Preferred Stock;

                  (ii)     create any class or series of shares ranking prior or
                           pari  passu  to the  Series B  Convertible  Preferred
                           Stock either as to dividends or upon liquidation;

                  (iii)    amend,  alter or  repeal  any of the  preferences  or
                           rights of the Series B Convertible  Preferred  Stock;
                           or

                  (iv)     authorize  any   reclassification  of  the  Series  B
                           Convertible Preferred Stock.

                           (3)      The voting  rights set forth in this Section
         9 shall in no way be affected by a failure in the  satisfaction  of the
         Conversion Test.

                           (4)      The  Board  of   Directors   may  change  or
         otherwise adjust the terms of the Series B Convertible  Preferred Stock
         in its sole discretion.

                  10.      Transferability.   Subject  to  restrictions  imposed
         under federal and state  securities laws, the Series B Preferred Shares
         shall be freely transferable by the holders thereof.

                  11.      Registration  Rights.  If and to the extent  that the
         shares  of  Common  Stock  issuable  upon  conversion  of the  Series B
         Preferred Shares are not includable in a registration statement on Form
         S-8, the Corporation will prepare and file, at its own expense, a shelf
         registration  statement  on Form S-3 (or such other  available  Form if
         Form S-3 shall  not be  available  to the  Corporation)  to enable  the
         holders  thereof  to  resell  shares  of  Common  Stock  acquired  upon
         conversion of the Series B Preferred Shares.

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                  12.      Definitions.

                           (1)      The "Market Price" per share of Common Stock
         at the time as of which  such  "Market  Price" is  determined  shall be
         deemed to be the average of the Closing Prices for twenty (20) business
         days  selected by the  Corporation  out of the thirty (30)  consecutive
         days immediately  preceding the date as of which such "Market Price" is
         determined,  except that for purposes of Sections  7(1) and 7(4) above,
         the "Market  Price" shall be the Closing Price on the last business day
         preceding the event  requiring such  determination.  For the purpose of
         the  foregoing  sentence,  a  "business  day"  means a day on which the
         exchange  or  over-the-counter  market on which the  Common  Shares are
         traded was open for at least one-half (1/2) of its normal business day.

                           (2)      The "Closing  Price" on any day shall be the
         last sale price,  regular  way,  as  reported in a composite  published
         report of transactions  which includes  transactions on the exchange or
         other  principal  markets in which the Common  Shares are traded or, if
         there is no such composite report as to any day, the last reported sale
         price,  regular way (or if there is no such  reported sale on such day,
         the  average  of the  closing  reported  bid and asked  prices)  on the
         principal  United States  securities  trading  market  (whether a stock
         exchange,  NASDAQ, or otherwise) in which the Common Shares are traded;
         provided, however, that if the Common Shares are not publicly traded or
         listed  during the time of any  computation  pursuant to this  section,
         their "Market Price" for the purposes hereof shall be the fair value as
         determined in good faith and certified to the Corporation by any person
         agreed upon by, and  mutually  satisfactory  to, the  President  of the
         Corporation  and the  holders  of the  Series B  Convertible  Preferred
         Stock; provided, however, that if such persons are unable to agree upon
         a mutually  satisfactory  person,  then the "Market Price" shall be the
         fair value as determined in good faith by the Board of Directors of the
         Corporation.


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         IN  WITNESS  WHEREOF,   said  LEGEND  MOBILE,   INC.  has  caused  this
Certificate  of  Designation  to be signed by Peter Klamka,  its Chairman of the
Board & Secretary this 30th day of April, 2003.

                                                     LEGEND MOBILE, INC.

                                                     By: /s/Peter Klamka
                                                        ----------------------
                                                         Peter Klamka
                                                         Chairman of the Board

CORPORATE SEAL






















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