DEAN
                  HELLER

                Secretary
                  of State

                204
                  North Carson Street, Suite
                  1

                Carson
                  City, Nevada 89701-4299
                  

                (775)
684
                  5708

                Website:
                  secretaryofstate.biz

              
	 	 
	 	
                Certificate
                  of Designation

                
                  (PURSUANT
                    TO NRS 78.1955)

                

              


      

       

       

      
        ABOVE
          SPACE IS FOR OFFICE USE ONLY

         

      

      Certificate
        of Designation

      For
        Nevada Profit Corporations

      (Pursuant
        to NRS 78.1955)

      


       

      
        
          	1.	
                  Name
                    of corporation:

                


        

      

       

      Sentra
        Consulting Corp.

       

      
        	2.	
                By
                  resolution of the board of directors pursuant to a provision in
                  the
                  articles of incorporation, this certificate establishes the following
                  regarding the voting powers, designations, preferences, limitations,
                  restrictions and relative rights of the following class or series
                  of
                  stock:

              


      

       

      There
        is
        hereby authorized and created a series of preferred stock hereby designated
        as
        Series B Convertible Preferred Stock (the "Series B Preferred") and the number
        of shares constituting Series B Preferred shall be one thousand (1,500).
        The
        Series B Preferred shall have the voting powers, designations, preferences
        and
        relative participating options and other rights or the qualifications,
        limitations or restrictions set forth in the Certificate of Designation attached
        hereto. Each share of Series B Preferred shall, at the option of the holder
        thereof, be convertible into shares of fully paid and non-assessable shares
        of
common
        stock of the Corporation by dividing the original issue price of the Series
        B
        Preferred by the lower of ($0.25 per share, as adjusted and (ii) the daily
        volume weighted average market price of the common stock, provided, however,
        that said number shall not be less than $0.20 per share. The holders of the
        Series B Preferred shall be entitled to dividends, on an as-if converted
        basis,
        only after the holders of the Series A Convertible Preferred Shares receive
        dividends. Except as otherwise provided
        by law or by the Certificate of Designation, each holder of Series B Preferred
        shall be entitled to the number of votes
        equlal to the number of shares of common stock in to which such shares of
        Series
        B Preferred could be converted and shall have voting rights and powers equal
        to
        the voting rights and powers of the common stock. See the Certificate of
        Designation attached hereto as Exhibit A for full and further
        details.

       

      
        	3.	
                Effective
                  date of filing (optional):

              


      

      (must
        not
        be later than 90 days after the certificate is filed)

       

      
        	4.	
                Officer
                  Signature:  /s/
                  Philip Septimus,
                  President

              


      

       

      Filing
        Fee: $175.00

      IMPORTANT:
        Failure to include any of the above information and submit the proper
        fees may cause this filing to be rejected.

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ATTACHMENT
      TO THE 

    CERTIFICATE
      OF DESIGNATION OF 

    SERIES
      B
      CONVERTIBLE PREFERRED STOCK

    OF

    SENTRA
      CONSULTING CORP.

    


    It
      is
      hereby certified that:

    


    a)    The
      name
      of the corporation (hereinafter called the “Company) is Sentra Consulting
      Corp.

    


    b)    The
      articles of incorporation of the Company authorizes issuance of 10,000,000
      shares of preferred stock, par value $0.001 per share, and expressly vests
      in
      the Board of Directors of the Company the authority provided therein to issue
      any or all of said shares in one or more series and by resolution or
      resolutions, with each such series to have such designation, relative rights,
      preferences or limitations, as shall be stated and expressed in the resolution
      or resolutions providing for the issue of such series adopted by the Board
      of
      Directors of the Company.

    


    c)    The
      Board
      of Directors of the Company, pursuant to the authority expressly vested in
      it as
      aforesaid, has adopted the following resolutions creating a Series B issue
      of
      convertible Preferred Stock:

    


    RESOLVED,
      that there be and hereby is authorized and created a series of preferred stock,
      hereby designated as the Series B Convertible Preferred Stock, which shall
      have
      the voting powers, designations, preferences and relative participating,
      optional or other rights, if any, or the qualifications, limitations, or
      restrictions, set forth in such articles of incorporation and in addition
      thereto, those following:

    


    1.    Designation
      and Amount.
      The
      preferred stock subject hereof shall be designated Series B Convertible
      Preferred Stock (“Series B Preferred”), and the number of shares constituting
      Series B Preferred shall be one thousand five hundred (1,500). No other shares
      of preferred stock shall be designated as Series B Preferred. 

    


    2.    Dividends.
      Dividends may be paid on the Series B Preferred as and when declared by the
      Board of Directors. The dividends shall be distributed among the holders of
      the
      Series B Preferred, Series A Preferred and the Company’s common stock, par value
      $0.001 (the “Common Stock”), pro rata in proportion to the total number of
      shares of Common Stock held by each holder (assuming the conversion into Common
      Stock of all outstanding shares of Series B Preferred and Series A Preferred),
      provided,
      however,
      that
      the holders of Series A Preferred shall have preference to the declaration
      and
      payment of any dividend prior to the declaration and payment of any dividend
      payable to the holders of the Series B Preferred. 

    


    3.    Conversion.
      The
      holders of the Series B Preferred shall have conversion rights as follows (the
      “Conversion Rights”):

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)    Right
      to Convert.
      At the
      option of the holder thereof, at any time and from time to time, each share
      of
      Series B Preferred shall be convertible into such number of fully paid and
      non-assessable shares of Common Stock as is determined by dividing the Original
      Issue Price (as defined below) by the lower of (i) a conversion price of $0.25
      per share as adjusted as provided herein (the “Conversion Price”), or (ii) the
      daily volume weighted average market price of the Common Stock as quoted by
      Bloomberg, LP for the 30 trading days immediately preceding the Conversion
      Date
      (as defined below) less a 10% discount thereof, provided,
      however,
      that
      under no circumstances shall said number be reduced to less than $0.20 per
      share. The Original Issue Price for each share of Series B Preferred shall
      be
      One Thousand dollars ($1,000) per share.

    


    (b)    Mechanics
      of Conversion. Before
      any holder of Series B Preferred shall be entitled to convert the same into
      shares of Common Stock, such holder shall surrender the certificate or
      certificates therefore, duly endorsed, at the office of the Company or of any
      transfer agent for the Series B Preferred, and shall give written notice to
      the
      Company at its principal corporate office, of the election to convert the same
      and shall state therein the name or names in which the certificate or
      certificates for shares of Common Stock are to be issued. The Company shall,
      as
      soon as practicable thereafter, issue and deliver at such office to such holder
      of Series B Preferred, or to the nominee or nominees of such holder, a
      certificate or certificates for the number of shares of Common Stock to which
      such holder shall be entitled as aforesaid. Such conversion shall be deemed
      to
      have been made immediately prior to the close of business on the date of such
      surrender of the shares of Series B Preferred to be converted (the “Conversion
      Date”), and the person or persons entitled to receive the shares of Common Stock
      issuable upon such conversion shall be treated for all purposed as the record
      holder or holders of such shares of Common Stock as of such date. All
      shares of Series B Preferred which shall have been surrendered for conversion
      as
      herein provided shall no longer be deemed to be outstanding and all rights
      with
      respect to such shares, including the rights, if any, to receive notices and
      to
      vote, shall immediately cease and terminate on the Conversion Date, except
      only
      the right of the holders thereof to receive shares of Common Stock in exchange
      therefor. 

     

    (c)    Conversion
      Price Adjustments of Series A Preferred for Certain Splits and
      Combinations.
      The
      Conversion Price of the Series B Preferred shall be subject from time to time
      as
      follows:

    


    (i)    Stock
      Splits, Etc.
      In the
      event the Company should at any time or from time to time after the date upon
      which any shares of the Series B Preferred were first issued (the “Purchase
      Date”) fix a record date for the effectuation of a split or subdivision of the
      outstanding shares of Common Stock or for the determination of the outstanding
      shares of Common Stock entitled to receive a dividend or other distribution
      payable in additional shares of Common Stock without payment of any
      consideration by such holder for the additional shares of Common Stock, then,
      as
      of such record date (or the date of such dividend, distribution, split or
      subdivision if no record date is fixed), the Conversion Price in effect
      immediately prior to such split, subdivision, dividend or other distribution,
      as
      the case may be, shall be adjusted appropriately. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (ii)    Other
      Distributions.
      In the
      event the Company shall declare a distribution payable in securities of other
      persons, evidences of indebtedness issued by the Company to other persons,
      assets (excluding cash dividends) or options or rights not referred to in
      subsection 3(c)(i), then, in each such case for the purpose of this subsection
      (ii), the holders of the Series B Preferred shall be entitled to a proportionate
      share of any such distribution as though they were the holders of the number
      of
      shares of Common Stock of the Company into which their shares of Series B
      Preferred are convertible as of the record date fixed for the determination
      of
      the holders of Common Stock of the Company entitled to receive such
      distribution.

    


    (iii)    Recapitalizations.
      In the
      event there shall be a recapitalization of the Common Stock (other than a
      subdivision, combination or merger or sale of assets transaction provided for
      elsewhere in Section 3), provision shall be made so that the holders of the
      Series B Preferred shall thereafter be entitled to receive upon conversion
      of
      the Series B Preferred the number of shares of stock or other securities or
      property of the Company or otherwise, which a holder of Common Stock deliverable
      upon conversion immediately prior to such recapitalization would have been
      entitled to receive on such recapitalization. In any such case, appropriate
      adjustment shall be made in the application of the provisions of this Section
      3
      with respect to the rights of the holders of the Series B Preferred after the
      recapitalization to the end that the provisions of this Section 3 (including
      adjustment of the Conversion Price then in effect and the number of shares
      purchasable upon conversion of the Series B Preferred) shall be applicable
      after
      that event as nearly equivalently as may be practicable.

    


    (d)    Adjustment
      of Conversion Price Upon Issuance of Additional Shares of Common
      Stock. In
      the
      event that the Company shall issue Additional Shares of Common Stock (as defined
      below) without consideration or for a consideration per share less than the
      applicable Conversion Price in effect on the date of and immediately prior
      to
      such issue, then and in such event such Conversion Price shall be reduced,
      concurrently with such issue, to such issuance price, which thereafter shall
      be
      the Conversion Price, provided, however,
      that in
      no event shall the Conversion Price shall less than $0.20 per share. No
      adjustment in the Conversion Price shall be made in respect of the issuance
      of
      Additional Shares of Common Stock unless the consideration per share for an
      Additional Share of Common Stock issued or deemed to be issued by the Company
      is
      less than the Conversion Price in effect on the date of, and immediately prior
      to such issue.

    


    (i)    Definition
      of Additional Shares of Common Stock.
      Additional Shares of Common Stock shall mean all shares of Common Stock issued
      (or deemed to be issued pursuant to Section 3(d)(ii)) by the Company after
      the
      Purchase Date, other than shares of Common Stock issued, issuable or, deemed
      to
      be issued:

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    1)    upon
      conversion of shares of the Series A Preferred or Series B
      Preferred;

     

    2)    to
      officers,
      directors, or employees of, or consultants to, the Company pursuant to stock
      grant, option plan or other stock incentive program or arrangement approved
      by
      the Board of Directors for employees, officers, directors or consultants of
      the
      Company;

     

    3)    as
      a dividend
      or distribution on the Series B Preferred;

     

    4)    in
      connection
      with any transaction for which adjustment is made pursuant to Section 3
      hereof;

     

    5)    securities
      of
      the Company issued to a Strategic Investor. As used herein, the term “Strategic
      Investor” shall mean that a majority of the Company’s Board of Directors
      determines that such investor is a strategic investor; and 

     

    6)    securities
      of
      the Company issued pursuant to an offering to all of the then current
      stockholders of the Company pro-rata to the number of shares of the Company
      held
      by such stockholders (assuming the conversion into Common Stock of all the
      then
      outstanding shares of Series A Preferred). 

    


    (ii)    Options
      and Convertible Securities.
      In the
      event that the Company at any time after the Purchase Date shall issue any
      rights, options or warrants to subscribe for, purchase or otherwise acquire
      Common Stock (“Options”) or any evidences of indebtedness, preferred stock or
      other securities convertible into or exchangeable for Common Stock (“Convertible
      Securities”) or shall fix a record date for the determination of holders of any
      class of securities entitled to receive any such Options or Convertible
      Securities and the exercise or conversion price of said Options or Convertible
      Securities is less than the Conversion Price, then the issuance of such Options
      or Convertible Securities shall be deemed to be Additional Shares of Common
      Stock issued as of the time of such issue or, in case such a record date shall
      have been fixed, as of the close of business on such record date; provided,
      however,
      that in
      any such case in which Additional Shares of Common Stock are deemed to be
      issued:

    


    1)    the
      aggregate maximum number of shares of Common Stock deliverable upon exercise
      of
      such Options or Convertible Securities shall be deemed to have been issued
      for a
      consideration equal to the consideration received by the Company for the
      issuance of such Options or Convertible Securities as the case may be, plus
      the
      exercise price provided for in such Options or Convertible Securities for the
      Common Stock covered thereby;

    


    2)    no
      further adjustment in the Conversion Price shall be made upon the subsequent
      issue of Convertible Securities or shares of Common Stock upon the exercise
      of
      such Options or conversion or exchange of such Convertible Securities, in each
      case, pursuant to their respective terms;

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    3)    if
      such
      Options or Convertible Securities by their terms provide, with the passage
      of
      time or otherwise, for any increase in the consideration payable to the Company,
      or decrease in the number of shares of Common Stock issuable, upon the exercise,
      conversion or exchange thereof, the Conversion Price computed upon the original
      issue thereof (or upon the occurrence of a record date with respect thereto),
      and any subsequent adjustments based thereon, shall, upon any such increase
      or
      decrease becoming effective, be recomputed to reflect such increase or decrease
      insofar as it affects such Options or the rights of conversion or exchange
      under
      such Convertible Securities;

    


    4)    upon
      the
      expiration of any such Options or any rights of conversion or exchange under
      such Convertible Securities which shall not have been exercised, the Conversion
      Price computed upon the original issue thereof (or upon the occurrence of a
      record date with respect thereto), and any subsequent adjustments based thereon,
      shall, upon such expiration, be recomputed as if:

    


    (A)    in
      the
      case of Convertible Securities or Options for Common Stock, the only Additional
      Shares of Common issued were shares of Common Stock, if any, actually issued
      upon the exercise of such Options or the conversion or exchange of such
      Convertible Securities and the consideration received therefor was the
      consideration actually received by the Company for the issue of all such
      Options, whether or not exercised, plus the consideration actually received
      by
      the Company upon such exercise, or for the issue of all such Convertible
      Securities which were actually converted or exchanged, plus the additional
      consideration, if any, actually received by the Company upon such conversion
      or
      exchange, and

    


    (B)    in
      the
      case of Options for Convertible Securities, only the Convertible Securities,
      if
      any, actually issued upon the exercise thereof were issued at the time of issue
      of such Options, and the consideration received by the Corporation for the
      Additional Shares of Common deemed to have been then issued was the
      consideration actually received by the Corporation for the issue of all such
      Options, whether or not exercised, plus the consideration deemed to have been
      received by the Company upon the issue of the Convertible Securities with
      respect to which such Options were actually exercised.

     

    (e)    No
      Impairment.
      The
      Company will not, by amendment of its Article of Incorporation or through any
      reorganization, recapitalization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action, avoid
      or
      seek to avoid the observance or performance of any of the terms to be observed
      or performed hereunder by the Company, but will at all times in good faith
      assist in the carrying out of all the provisions of this Section 3 and in the
      taking of all such action as may be necessary or appropriate in order to protect
      the conversion rights of the holders of the Series B Preferred against
      impairment.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (f)    No
      Fractional Shares and Certificate as to Adjustment.
      No
      fractional shares shall be issued upon the conversion of any share or shares
      of
      the Series A Preferred, and the number of shares of Common Stock to be issued
      shall be rounded to the nearest whole share. Whether or not fractional shares
      are issuable upon such conversion shall be determined on the basis of the total
      number of shares of Series B Preferred the holder is at the time converting
      into
      Common Stock and the number of shares of Common Stock issuable upon such
      aggregate conversion. Upon the occurrence of each adjustment or readjustment
      of
      the Conversion Price of the Series B Preferred pursuant to this Section 3,
      the
      Company, at its expense, shall promptly compute such adjustment or readjustment
      in accordance with the terms hereof and prepare and furnish to each holder
      of
      Series A Preferred a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based.

    


    (g)    Notices
      of Record Date.
      In the
      event of any taking by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend (other than a cash dividend) or other distribution,
      any
      right to subscribe for, purchase or otherwise acquire any shares of stock of
      any
      class or any other securities or property, or to receive any other right, the
      Company shall mail to each holder of Series B Preferred, at least ten (10)
      days
      prior to the date specified therein, a notice specifying the date on which
      any
      such record is to be taken for the purpose of such dividend, distribution or
      right, and the amount and character of such dividend, distribution or right.
      Any
      notice required by the provisions of this Section 3 to be given to the holders
      of shares of Series B Preferred shall be deemed given within ten (10) days
      of
      deposit in the United States mail, postage prepaid, and addressed to each holder
      of record at his address appearing on the books of the Company.

    


    (h)    Reservation
      of Stock Issuable Upon Conversion.
      The
      Company 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 the shares of the Series B Preferred, such number of its shares
      of
      Common Stock as shall from time to time be sufficient to effect the conversion
      of all outstanding shares of the Series B Preferred; 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
      Preferred, in addition to such other remedies as shall be available to the
      holder of such Series B Preferred, the Company will 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 purposes.

    


    4.    Voting
      Rights.  Except
      as
      otherwise provided herein or by law, each holder of shares of Series B Preferred
      shall be entitled to the number of votes equal to the number of shares of Common
      Stock into which such shares of Series B Preferred could be converted and shall
      have voting rights and powers equal to the voting rights and powers of the
      Common Stock (except as otherwise expressly provided herein or as required
      by
      law, voting together with the Common Stock as a single class). The holders
      of
      Series B Preferred shall be entitled to notice of any stockholders’ meeting in
      accordance with the Bylaws of the Company and applicable law. Fractional votes
      shall not, however, be permitted, and any fractional voting rights resulting
      from the above formula (after aggregating all shares into which shares of Series
      B Preferred held by each holder could be converted) shall be rounded to the
      nearest whole number (with one-half being rounded upward). Each holder of Common
      Stock shall be entitled to one (1) vote for each share of Common Stock
      held.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Notwithstanding
      anything contained herein to the contrary, the Company shall not, without the
      approval by vote or written consent of the holders of the majority of the Series
      B Preferred then outstanding: (i) amend its Certificate of Incorporation in
      any
      manner that would alter or change the rights, preferences, privileges or
      restrictions of the Series B Preferred, so as to materially adversely affect
      such Series B Preferred; (ii) reclassify any outstanding shares of securities
      of
      the Company into shares having rights, preferences or privileges senior to
      or on
      a parity with the Series B Preferred; or (iii) authorize any other equity
      security, including any other security convertible into or exercisable for
      any
      equity security, having rights or preferences senior to or being on a parity
      with the Series B Preferred as to dividend rights or liquidation or voting
      preferences.

    


    5.    Preference
      and Participation Upon Liquidation, Dissolution or Winding Up.
      

     

    (a)    In
      the event
      of any liquidation, dissolution or winding up of this Company, either voluntary
      or involuntary, the holders of Series A Preferred shall be entitled to receive,
      prior and in preference to any distribution of any of the assets of this Company
      to the holders of Series B Preferred and Common Stock by reason of their
      ownership thereof, the amount such holders are entitled to pursuant to the
      terms
      and provisions of the Certificate of Designation of the Series A Preferred.
      If
      upon the occurrence of such event, the assets and funds thus distributed among
      the holders of the Series A Preferred shall be insufficient to permit the
      payment to such holders of the distribution to which they are then entitled,
      then the entire assets and funds of the Company legally available for
      distribution shall be distributed ratably among the holders of the Series A
      Preferred in proportion to the preferential amounts each such holder is entitled
      to receive.

     

    (b)    Upon
      the
      completion of the distribution required by subparagraph (a) of this
      Section 5, the holders of Series B Preferred shall be entitled to receive,
      prior and in preference to any distribution of any of the assets of this Company
      to the holders of Common Stock by reason of their ownership thereof, an amount
      per share equal to the Original Issue Price plus the sum of any accrued but
      unpaid cumulative dividends (the “Preference Amount”) in preference to any
      distribution to the holders of Common Stock. 

    


    (c)    Upon
      the
      completion of the distribution required by subparagraphs (a) and (b) of
      this Section 5, the remaining assets of the Company available for
      distribution to stockholders shall be distributed among the holders of Common
      Stock and to the holders of the Preferred Stock (on an as-if converted basis)
      pro rata in proportion to the number of shares of Common Stock held by each
      holder. 

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (d)    For
      purposes of this Section 5, a liquidation, dissolution or winding up of the
      Company shall be deemed to be occasioned by, or to include (i) the sale,
      conveyance, exchange or transfer of all or substantially all of the property
      or
      assets of the Company or (ii) the acquisition of the Company by any other person
      by means of consolidation or merger of the Company with or into one or more
      persons (excluding any merger of the Company for the purpose of changing the
      domicile of the Company); unless, in either event, the Company’s stockholders of
      record immediately prior to such acquisition or sale will, immediately after
      such acquisition or sale, hold at least 50% of the voting power of the surviving
      entity.

    


    7.    Redemption. At
      any
      time following the two-year anniversary of the Purchase Date, the Company shall
      have the right, upon 10-days prior notice to the holders of the Series A
      Preferred, to (i) redeem all of the issued and outstanding Series B Preferred
      at
      a redemption price equal to the Original Issue Price or (ii) convert all the
      issued and outstanding shares of Series B Preferred to Common Stock at the
      then
      applicable conversion rate as set forth in Section 3. 

    


    8.    Status
      of Acquired Shares.
      Shares
      of
      Series B Preferred acquired by the Company shall be restored to the status
      of
      authorized but unissued shares of capital stock, without designation as to
      series, and, subject to the other provisions hereof, may thereafter be
      issued.

    


    9.    Other
      Preferences.
      The
      shares of the Series B Preferred shall have no other preferences, rights,
      restrictions, or qualifications, except as otherwise provided by law or the
      articles of incorporation of the Company.

    


    
      
        
        

      

      
        8