EXHIBIT 4.1

                             KINGDOM VENTURES, INC.

              CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
                             SERIES B COMMON STOCK,
                            $.001 PAR VALUE PER SHARE

                            (Pursuant to NRS 78.1955)

     1.  The  name  of  the  corporation  is  Kingdom  Ventures,  Inc.

     2.  The  following  resolutions  were  adopted  by  the  Board of Directors
pursuant  to  the  Articles  of  Incorporation  of  the  Company:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
     the  Board  of  Directors  of  the  Corporation  by  the  provisions of the
     Certificate  of  Incorporation  of  the Corporation, the Board of Directors
     hereby  authorizes  and  designates  a  series  of  common  stock  of  the
     Corporation  (the "Series B Common Stock") consisting of 22,430,762 shares.

     FURTHER  RESOLVED,  that the Board of Directors hereby fixes and determines
     the  powers,  designations, preferences and relative rights of the Series B
     Common  Stock  as  set  forth  in  Exhibit A attached to these resolutions.
                                        ---------

     FURTHER  RESOLVED,  that the President and the Secretary of the Company be,
     and  each  hereby  is,  authorized to execute a Certificate of Designations
     relating  to  the Series B Common Stock and cause the same to be filed with
     the  Secretary  of  State  of  the  State  of  Nevada.

IN WITNESS WHEREOF, I do hereby execute these Articles of Amendment on March 31,
2003.


                                        ----------------------------
                                        Gene  Jackson,  President


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                                                                       EXHIBIT A

                             KINGDOM VENTURES, INC.

                  PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
                                       OF
                              SERIES B COMMON STOCK

1.     Designation  and  Number.  There shall be a series of common stock of the
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Corporation  designated  the  "Series  B  Common  Stock"  (the  "Series B Common
Stock"),  and  the number of shares constituting such series shall be 22,430,762
shares, having $.001 par value per share.  The Series B Common Stock shall, with
respect  to  all preferences, limitations and relative rights hereof be equal to
and on a par with the common stock of the Corporation, $.001 par value per share
(the "Common Stock").  Without limiting the foregoing, the Series B Common Stock
shall  have  the  following  preferences,  limitations  and  relative  rights:

     a.   Voting  Rights.  Except  as  required  by  law,  at  every  meeting of
     stockholders  of  the  Corporation,  every  holder of Series B Common Stock
     shall  be  entitled  to  one vote, in person or by proxy, for each share of
     Series  B  Common  Stock  outstanding  in  such  holder's name on the stock
     transfer  records  of  the  Corporation,  and  shall vote together with the
     Common  Stock.

     b.   Distribution  of  Assets. Upon the dissolution, liquidation or winding
     up of the Corporation, subject to the rights, if any, of the holders of any
     other  of  the Corporation's securities, the holders of the Series B Common
     Stock  and  Common  Stock will be entitled to receive all the assets of the
     Corporation  available  for  distribution  to  its  stockholders ratably in
     proportion  to  the  number  of  shares  held  by  them.

     c.   Dividends.  Holders of Series B Common Stock and Common Stock shall be
     entitled  to receive, on an equal basis, such dividends, payable in cash or
     otherwise,  as  may be declared thereon by the Board of Directors from time
     to  time  out  of  the assets or funds of the Corporation legally available
     therefor.

2.     Adjustment  of  Number.  In  the  event  that  the  Corporation shall (a)
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declare  a  stock  dividend,  or  make a distribution, on the outstanding Common
Stock  payable  in  shares of Common Stock or other security exchangeable for or
convertible  into  Common  Stock;  (b) subdivide or split the outstanding Common
Stock;  (c) issue any shares of Common Stock for less than the fair market value
(as hereinafter defined) thereof on the date of issuance, or (d) exchange shares
of Common Stock for any other security exchangeable or convertible into a larger
number  of shares of Common Stock, then, in each such case, the number of shares
of  Series  B Common Stock shall be likewise increased in the same proportion as
the  increase  in  the number of shares of Common Stock; provided, however, that
this paragraph shall not result in an increase of the number of shares of Series
B  Common where shares of the Common Stock are sold or issued by the Corporation
in  exchange  for the fair market value thereof.  As used in this paragraph, the
term  "fair  market value" on any date shall mean the amount per share of Common


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Stock  equal  to  the  average of the highest bid and lowest asked prices of the
Common  Stock  within  the  five  consecutive  trading days ending on such date.

3.     Redemption.  Each  share of the Series B Common Stock may be redeemed, at
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the option of the Corporation, at any time or from time to time.  The redemption
price  for each share of the Series B Common Stock shall be equal to the closing
price of one share of Common Stock for the business day immediately prior to the
date  of redemption as quoted on the Nasdaq OTC Bulletin Board, the Nasdaq Stock
Market,  an  exchange upon which the Common Stock may be listed or qualified for
trading,  or  Inter-dealer  Automated  Quotation  System,  plus all declared but
unpaid  dividends  as  of the date of redemption.  At the option of the Board of
Directors  of  the  Corporation, the Corporation may pay the redemption price in
either  cash, shares of Common Stock valued at the closing price of one share of
Common Stock for the business day immediately prior to the date of redemption or
a  combination  thereof.  In  the  event  the Corporation shall redeem shares of
Series  B  Common Stock, notice of such redemption shall be given by first class
mail,  postage  prepaid,  mailed  not  less than 30 days prior to the redemption
date,  to  each  holder of record of the shares to be redeemed, at such holder's
address  as  the  same  appears  on  the  stock  register  of  the  Corporation.

4.     Extraordinary  Transactions.
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     a.   In  the event of (i) a merger or consolidation of the Corporation with
     or  into  another corporation resulting in more than 50% of the outstanding
     shares  of the surviving corporation's voting stock being owned by a person
     or  persons  other  than  the  holders  of  the Common Stock as of the date
     immediately  prior to such merger or consolidation; (ii) the sale of voting
     stock  resulting  in  more  than  50%  of  the  outstanding  shares  of the
     Corporation's  voting  stock  being owned by a person or persons other than
     the  holders  of  the  shareholders  of  the  Corporation  as  of  the date
     immediately  prior  to  such  sale; or (iii) the sale, transfer or lease of
     all,  or  substantially  all,  of  the  assets of the Corporation (each, an
     "Extraordinary  Transaction"), each share of Series B Common Stock shall be
     converted  to  Common  Stock  on  the  day  immediately  prior  to  such
     Extraordinary  Transaction.

     b.   The  Corporation  shall, within ten (10) days after the date the Board
     of  Directors  approves  an  Extraordinary Transaction, give each holder of
     record  of the Series B Common Stock written notice of the proposed action,
     including  the  date  on  which  such  action  is  scheduled to be taken, a
     description  of  the stock, cash and property to be received by the holders
     of  shares of Common Stock upon consummation of the proposed action and the
     date  of delivery thereof. If any material change in the facts set forth in
     the  notice shall occur, the Corporation shall promptly give written notice
     to  each  holder  of  the  Series  B  Common Stock of such material change.

     c.   The  Corporation  shall  not  consummate any Extraordinary Transaction
     before  the expiration of thirty (30) days after the mailing of the initial
     notice or ten (10) days after the mailing of any subsequent written notice,
     whichever  is  later; provided that any such 30-day or 10-day period may be
     shortened  upon  the  written  consent  of  the  holders


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     of  a  majority of the then outstanding shares of the Series B Common Stock
     (the  "Majority  Holders").

5.     Restriction  on  Transfer.  The  Series  B  Common  Stock  shall  not  be
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transferable  on  the  books  and  records of the Corporation except as follows:

     a.   Transfers  by a nominee to the beneficial owner of the Series B Common
     Stock  without  the  payment  of  consideration;

     b.   Transfers  to  the  Corporation;

     c.   Transfers  to  other  holders  of  the  Series  B  Common  Stock;

     d.   Transfers  by  gift,  bequest  or  operation  of  the laws of descent,
     provided  that  the  Series  B  Common Stock in the hands of the transferee
     remains subject to the same restrictions on transfer as they were when held
     by  the  transferor;  and

     e.   Pursuant to an effective Registration Statement relating to the Series
     B  Common  Stock  filed  with  the  Securities  and  Exchange  Commission.

6.     Legend.  The  certificates  representing  shares  of  the Series B Common
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Stock  shall  bear  the  following  restrictive  legend.

     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE DESIGNATIONS,
     LIMITATIONS,  PREFERENCES AND RELATIVE RIGHTS OF THE SERIES B COMMON STOCK,
     A  COPY  OF  WHICH  MAY  BE  OBTAINED  BY THE REGISTERED HOLDER HEREOF UPON
     WRITTEN  REQUEST  TO  THE  ISSUER.

     THE  SECURITES  REPRESENTED  BY  THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER  THE  SECURITIES  ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND
     NEITHER  THE  SECURITIES REPRESENTED BY THIS CERTIFICATE NOR ANY BENEFICIAL
     INTEREST  THEREIN  MAY  BE  SOLD,  PLEDGED,  HYPOTHICATED,  OR  OTHERWISE
     TRANSFERRED  EXCEPT  PURSUANT  TO AN EFFECTIVE REGISTRATION STATEMENT OR AS
     SET  FORTH  IN THE CERTIFICATE OF DESIGNATIONS, LIMITATION, PREFERENCES AND
     RELATIVE  RIGHTS  RELATING  TO  THE  SERIES  B  COMMON  STOCK.

7.     Loss.  Theft.  Destruction.  Upon  receipt by the Corporation of evidence
       --------------------------
satisfactory  to  the  Board of Directors of the Corporation of the loss, theft,
destruction or mutilation of the certificate representing the holder's shares of
Series  B  Common  Stock,  and,  in  the  case of loss, theft or destruction, of
reasonable  satisfactory indemnification, and upon surrender and cancellation of
such  certificate  if  mutilated,  the  Corporation  shall execute and deliver a
replacement  certificate.


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