EXHIBIT 4.1 Certificate of Designations, Preferences, and Rights of the Series A
            Convertible Preferred Stock of Global Media Group Holdings, Inc.

              CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RIGHTS

                                     OF THE

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                        GLOBAL MEDIA GROUP HOLDINGS, INC.



         GLOBAL MEDIA GROUP HOLDINGS, INC., a corporation organized under the
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"),

         DOES HEREBY CERTIFY:

         The Corporation's Certificate of Incorporation authorizes Fifty Million
(50,000,000) shares of $.001 par value preferred stock and states the board by
resolution only and without further action or approval, may cause the
Corporation to issue one or more classes or one or more series of preferred
stock within any class thereof and which classes or series may have such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the board of directors,
and to fix the number of shares constituting any classes or series and to
increase or decrease the number of shares of any such class or series.

         NOW THEREFORE pursuant to the authority contained in the Certificate of
Incorporation, and in accordance with the provisions of the applicable law of
Delaware, the Corporation's directors on March 31, 2006 have duly adopted the
following resolutions determining the Designations, Rights and Preferences of a
special class of its authorized Preferred Stock, herein designated as Series A
Convertible Preferred Stock.

         RESOLVED, that a special class of preferred stock of the Corporation be
and are hereby created out of the Fifty Million (50,000,000) shares of preferred
stock available for issuance, such series to be designed as Series A Convertible
Preferred Stock, consisting of Four Million Five Hundred Thousand (4,500,000)
shares, of which the preferences and relative rights and qualifications,
limitations or restrictions thereof (in addition to those set forth in the
Corporation's Certificate of Incorporation), shall be as stated below:

         The powers, preferences and rights granted to the Series A Preferred
(as defined below) or the holders thereof are as follows:

         Designation and Rank. The series of Preferred Stock shall be designated
the "Series A Convertible Preferred Stock" (the "Series A Preferred") and shall

                                       20
<PAGE>

consist of Four Million Five Hundred Thousand (4,500,000) shares. The Series A
Preferred shall be senior to the common stock and all other shares of Preferred
Stock that may be later authorized.

         Voting, Liquidation, Dividends, and Redemption. Each outstanding share
of Series A Convertible Preferred Stock shall have 10 votes on all matters
submitted to the stockholders of the Corporation and shall vote with the common
stock on all matters. The shares of Series A Convertible Preferred Stock shall
(i) not have a liquidation preference; (ii) not accrue, earn, or participate in
any dividends; and (iii) not be subject to redemption by the Corporation.

         Conversion. After June 30, 2007, but not before, each outstanding share
of Series A Convertible Preferred Stock may be converted, at the option of the
owner, into one (1) share of the Corporation's common stock; provided however,
that no conversion shall be permitted unless (i) the Corporation's common stock
is quoted for public trading in the United States or other international
securities market and (ii) the Corporation's market capitalization (i.e., the
number of issued and outstanding shares of common stock multiplied by the daily
closing price) has exceeded Two Hundred Fifty Million Dollars ($250,000,000) for
90 consecutive trading days.

         Covenants.

         In addition to any other rights provided by law, the Corporation shall
not, without first obtaining the affirmative vote or written consent of the
holders of a majority of the outstanding shares of Series A Preferred, do any of
the following:

    o    take any action which would either alter, change or affect the rights,
         preferences, privileges or restrictions of the Series A Preferred or
         increase the number of shares of such series authorized hereby or
         designate any other series of Preferred Stock;

    o    increase the size of any equity incentive plan(s) or arrangements;

    o    make fundamental changes to the business of the Corporation;

    o    make any changes to the terms of the Series A Preferred or to the
         Corporation's Certificate of Incorporation or Bylaws, including by
         designation of any stock;

    o    create any new class of shares having preferences over or being on a
         parity with the Series A Preferred as to dividends or assets, unless
         the purpose of creation of such class is, and the proceeds to be
         derived from the sale and issuance thereof are to be used for, the
         retirement of all Series A Preferred then outstanding;

    o    accrue any indebtedness in excess of $1,000,000;

    o    make any change in the size or number of authorized directors;

    o    repurchase any of the Corporation's Common Stock;



                                       21
<PAGE>

    o    sell, convey or otherwise dispose of, or create or incur any mortgage,
         lien, charge or encumbrance on or security interest in or pledge of, or
         sell and leaseback, all or substantially all of the property or
         business of the Corporation or more than 50% of the stock of the
         Corporation;

    o    make any payment of dividends or other distributions or any redemption
         or repurchase of stock or options or warrants to purchase stock of the
         Corporation; or

    o    make any sale of additional Preferred Stock.

         Reissuance. No share or shares of Series A Preferred acquired by the
Corporation by reason of conversion or otherwise shall be reissued as Series A
Preferred, and all such shares thereafter shall be returned to the status of
undesignated and unissued shares of Preferred Stock of the Corporation.

         The undersigned being the President and Secretary of the Corporation
hereby declares under penalty of perjury that the foregoing is a true and
correct copy of the Certificate of Designation of the Rights and Preferences of
the Series A Convertible Preferred Stock of GLOBAL MEDIA GROUP HOLDINGS, INC.
duly adopted by the Board of Directors of the Corporation on March 31, 2006.




                                                    By: /s/ Richard O. Weed
                                                       --------------------
                                                    Name: Richard O. Weed
                                                    Title: President & Secretary









                                       22