EXHIBIT 3.3
     ARTICLES OF AMENDMENTS TO CERTIFICATE OF INCORPORATION-CERTIFICATE OF
         DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF
                THE SERIES A PREFERRED STOCK, FILED JULY 25, 2002


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              CERTIFICATE OF DESIGNATIONS, PREFERENCES, LIMITATIONS
                              AND RELATIVE RIGHTS
                                     OF THE
                            SERIES A PREFERRED STOCK
                                       OF
                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.


Pursuant to Section 7-106-102 of the Colorado Business Corporation Act,

      NEW  MILLENNIUM  MEDIA   INTERNATIONAL,   INC.  (the   "Corporation"),   a
corporation  organized and existing under and by virtue of the provisions of the
Colorado Business corporation Act, certifies as follows:

      FIRST:  The Articles of  Incorporation  of the Corporation  authorizes the
issuance of  10,000,000  shares of Preferred  Stock,  par value $0.001 per share
(the "Preferred Stock"), and, further,  authorizes the Board of Directors of the
Corporation, by resolution or resolutions, at any time and from time to time, to
divide and  establish any or all of the unissued  shares of Preferred  Stock not
then  allocated  to any series of  Preferred  Stock into one or more series and,
without  limiting the  generality  of the  foregoing,  to fix and  determine the
designation of each such share, the number of shares which shall constitute such
series and certain preferences, limitations and relative rights of the shares of
each series so established.

      SECOND:  By  unanimous  written  consent of the Board of  Directors of the
Corporation dated April 12th, 2000, the following resolution was adopted setting
forth  the  designations,  preferences,  limitations  and  relative  rights of a
certain series of said Preferred Stock:

      RESOLVED   pursuant  to  Section   7-106-102  of  the  Colorado   Business
Corporation  Act, the Board of  Directors  designates  Five Million  (5,000,000)
shares of the  Preferred  Stock as Series A  Convertible  Preferred  Stock  (the
"Series A Preferred Stock"). The designations,  powers,  preferences and rights,
and the qualifications,  limitations or restrictions  thereof, in respect of the
Series A Preferred Stock shall be as follows:

      1.   Definitions.

      As used herein,  the following  terms shall have the  respective  meanings
ascribed to them:

      "BCA" shall mean the Colorado Business Corporation Act, as amended.

      "Board" shall mean the Board of Directors of the Corporation.


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      "Business Day" shall mean any day which is not a Saturday or a Sunday or a
day on which banks are  permitted  to close in Denver,  Colorado.  If any action
otherwise  required  hereunder is scheduled for a day other than a Business Day,
then such action may be taken on the next successive Business Day.

      "Common Stock" shall mean the common stock of the  Corporation,  par value
of $0.001 per share.

      "Corporation"  shall mean New  Millennium  Media  International,  Inc.,  a
Colorado corporation.

      "Person"  shall mean any  individual,  partnership,  limited  partnership,
corporation,  trust, joint venture unincorporated  organization and a government
or any department or agency thereof.

      "Preferred  Stock" shall mean the  Preferred  Stock,  par value $0.001 per
share,  authorized to be issued by the  Corporation  pursuant to its Articles of
Incorporation.

      "Stated  Value"  of any  share of  Series A  Preferred  Stock  shall  mean
$________.

      2.   Preference  of  Liquidation.  Upon any  liquidation,  dissolution  or
winding up of the Corporation,  whether voluntary or involuntary, the holders of
the  Series  A  Preferred  stock  shall not  be entitled  to any preference upon
liquidation.

      3.   Status  of Shares.  Shares  of  Series A  Preferred  Stock  redeemed,
purchased or otherwise acquired for value by the Corporation,  shall, after such
acquisition,  have the status of  authorized  and  unissued  shares of Preferred
Stock  and may be  reissued  by the  Corporation  at any time as any  series  of
Preferred Stock.

      4.   Convertibility Rights.

           (a)  Mandatory  Conversion.  Each share of Series A  Preferred  Stock
shall be  automatically  converted  into one (1)  share of  Common  Stock of the
Corporation,  taking into account any  appropriate  adjustments  under paragraph
4(c)  below,  upon the filing of the  amendment  to the  company's  Articles  of
Incorporation increasing its authorized common stock to 75,000,000 shares.

           (b) Mechanics of Conversion.  Upon notification by the Corporation of
the amendment to its Articles described in Section 4(a), above each holder shall
(i)  surrender  his or her  certificates  of  Series  A  Preferred  Stock  being
converted by such holder, duly endorsed and with signatures  guaranteed,  at the
principal  office of the  Corporation in the State of Colorado (or at such other
place - the Corporation reasonably designates), and (ii) pay any transfer tax if
the  shares of Common  Stock are to be issued in any name other than the name of
the holder of the Series A Preferred Stock being converted. The

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Corporation shall, as soon as practicable thereafter,  issue and deliver at such
office to such holder of Series A Preferred Stock (or his or her nominee) one or
more  certificates for the number of shares of Common Stock to which such holder
is entitled.  Upon filing of the amendment to the Corporation's  Articles,  each
certificate representing Series A Preferred Stock shall represent the right only
to receive the Corporation's  Common Stock issuable upon surrender of the Series
A Preferred Stock certificates.

           (c)  Adjustments for Changes in  Capitalization.  In the event of any
increase or  decrease in the number of the number of the issued and  outstanding
shares of the  Corporation's  Common stock by reason of a stock dividend,  stock
split-reverse stock split or consolidation or combination of shares and the like
at any time or from time to time after the date  hereof such that the holders of
Common Stock shall have had an adjustment made,  without payment  therefore,  in
the  number of shares of Common  Stock  owned by them or, on or after the record
date fixed for the  determination  of eligible  shareholders,  shall have become
entitled or required to have had an  adjustment  made in the number of shares of
Common  Stock  owned  by  them,  without  payment  therefore,  there  shall be a
corresponding  adjustment as to the number of shares of Common Stock  receivable
upon  conversion of each share of Series A Preferred  Stock with the result that
the holder's  proportionate  interest in the Common Stock shall be maintained as
before the occurrence of such event. If the  Corporation  shall effect a plan of
recapitalization,   reclassification,   reorganization  or  other  like  capital
transaction or shall merge or consolidate with or into any other  corporation or
convey all or substantially all of its assets to another corporation at any time
or from  time to time on or after  the date  hereof,  then in each such case the
holder,  upon the  conversion of Series A Preferred  Stock at any time after the
consummation of such recapitalization, reclassification, reorganization or other
like capital transaction or of such merger,  consolidation or conveyance,  shall
be  entitled to receive (in lieu of the  securities  or other  property to which
such older would have been  entitled to receive  upon  conversion  prior to such
consummation),  the securities or other property to which such holder would have
been entitled to have received upon  consummation of the subject  transaction if
the holder hereof had converted the Series A Preferred Stock  immediately  prior
to  such  consummation,  but  subject  to  further  adjustment  pursuant  to the
immediately preceding sentence.

           (d) Liquidation  Value.  Upon the conversion of any share of Series A
Preferred  Stock,  the holder  thereof  shall  forfeit  his right to receive the
Stated Value of such share, and the Corporation thereafter shall not be required
to pay at any time,  nor shall the  holder of such  converted  share of Series A
Preferred Stock have any claim to, the Stated Value of such share.

           (e) No Dividends. Holders of shares of Series A Preferred Stock shall
not be entitled to receive dividends with respect to such shares.

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      5.   Voting Rights.

           (a) The  holders  of  shares  of Series A  Preferred  Stock  shall be
entitled to vote on matters coming before the  shareholders of the  corporation,
with each share of Series A Preferred  Stock  having a number of votes from time
to time equal to the number of shares of Common Stock into which such share then
is convertible (i.e.,  initially each share of Series A preferred Stock shall be
entitled to one (1) vote),  voting by holders of Series A Preferred  Stock shall
be together  with the holders of the Common  Stock,  and the holders of Series A
Preferred  Stock  shall have no right to vote as a class  except to the extent a
class vote is required under the BCA.

           (b) No vote or consent of the holders of the Series A Preferred Stock
shall be required for the  authorization  or issuance of any  securities  of the
Corporation.

      6.   Closing of  Books. The Corporation  will not close its  books against
the transfer of any share of Series A Preferred Stock.

      7.   Registration of Transfer. The Corporation shall keep at its principal
office in the  State of  Colorado  (or at such  other  place as the  Corporation
reasonably  designates)  a register for the  registration  of shares of Series A
Preferred Stock.  Upon the surrender of any certificate  representing  shares of
Series A Preferred Stock, at such place,  the Corporation  shall, at the request
of the  registered  holder  of  such  certificate,  execute  and  deliver  a new
certificate or certificates in exchange therefore  representing in the aggregate
the number of shares of Series A Preferred Stock  represented by the surrendered
certificate  (and  the  corporation  forthwith  shall  cancel  such  surrendered
certificate subject to the requirements of applicable securities laws. Each such
new certificate shall be registered in such name and shall represent such number
of shares of Series A Preferred Stock as shall be requested by the holder of the
surrendered  certificate  and  shall  substantially  identical  in  form  to the
surrendered certificate.  The issuance of new certificates shall be made without
charge to the holders of the  surrendered  certificates  or any  issuance tax in
respect  thereof or other cost incurred by the  Corporation  in connection  with
such issuance;  provided that the  Corporation  shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery  of any  certificate  in a name  other  than that of the  holder of the
surrendered certificate.

      8.   Replacement.

           (a)  Upon  receipt  of  evidence   reasonably   satisfactory  to  the
Corporation of the ownership and the loss,  theft,  destruction or mutilation of
any  certificate  evidencing one or more shares of Series A Preferred Stock and,
in the case of any such loss,  theft or  destruction,  upon receipt of indemnity
and/or a bond reasonably satisfactory to the Corporation, or, in the case of any
such mutilation,  upon surrender of such certificate,  the Corporation shall (at
its expense)  execute and deliver in lieu of such  certificate a new certificate
of like kind representing the number of shares of Series A Preferred Stock

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represented by such lost, stolen,  destroyed or mutilated  certificate and dated
the date of such lost,  stolen,  destroyed  or mutilated  certificate,  on which
dividends  shall be  calculated  cumulatively  on a daily basis from the date to
which  dividends  have  been  fully  paid on such  lost,  stolen,  destroyed  or
mutilated  certificate  at the  rate  and  in  the  manner  applicable  to  such
certificate.

           (b) The term  "outstanding" when used herein with reference to shares
of Series A Preferred Stock as of any particular time shall not include any such
shares  represented by any  certificate in lieu of which a new  certificate  has
been executed and delivered by the Corporation in accordance with paragraph 7 or
this  paragraph 8, but shall include only those shares  represented  by such new
certificate.

      9.   Amendment  and Waiver. No amendment,  modification  or waiver  of any
provision hereof shall extend to or affect any obligation not expressly amended,
modified or waived or impair any right consequent thereon. No course of dealing,
and no failure to exercise or delay in exercising  any right,  remedy,  power or
privilege granted hereby shall operate as a waiver, amendment or modification of
any prevision hereof.

      IN WITNESS WHEREOF,  New Millennium Media International,  Inc.  has caused
this Certificate to be signed by its President this 12th day of April, 2000.


                                New Millennium Media International, Inc.


                                By:  /s/ John Thatch
                                   -------------------------------------
                                    John Thatch, President