ex4_8.htm


    
      CERTIFICATE
OF DESIGNATION, NUMBER, POWERS

      PREFERENCES
AND RELATIVE, PARTICIPATING

      OPTIONAL,
AND OTHER SPECIAL RIGHTS AND THE

      QUALIFICATIONS,
LIMITATIONS, RESTRICTIONS, AND

      OTHER
DISTINGUISHING CHARACTERISTICS OF

      SERIES
C PREFERRED STOCK

      OF

      US
FARMS, INC.

      


      


      It
is hereby certified that:

      


      1. The
name of the corporation (hereinafter called the “Corporation) is US FARMS, INC.

      


      2. The
certificate of incorporation of the Corporation authorizes issuance of
30,000,000 shares of Preferred Stock with a par value of $0.001 per share and
expressly vests in the Board of Directors of the Corporation the authority
provided therein to issue any or all of said shares in one or more Series and by
resolution or resolutions, the designation, number, full or limited voting
powers, or the denial of voting powers, preferences and relative participating,
optional, and other special rights and the qualifications, limitations,
restrictions, and other distinguishing characteristics of each series to be
issued.

      


      3. The Board of Directors of the
Corporation, pursuant to the authority expressly vested in it as aforesaid, has
adopted the following resolutions creating a Series C issue of Preferred
Stock:

      


      RESOLVED,
that thirteen million (13,000,000) shares of the Preferred Stock (par value
$0.001 per share) are authorized to be issued by this Corporation pursuant to
its certificate of incorporation, and that there be and hereby is authorized and
created a series of preferred stock, hereby designed as the Series C 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 certificate of incorporation and
in addition thereto, those following:

      


      
        	
                (a)  

              	
                DESIGNATION.
      The Preferred Stock subject hereof shall be designated Series C Preferred
      Stock (“Series C Preferred”).  No other shares of Preferred
      Stock shall be designated as Series C Preferred
  stock.

              


      

       

      
        	
                (b)  

              	
                DIVIDENDS.  The
      holders of the shares of Series C Preferred shall not be entitled to
      receive dividends.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        	
                (c)  

              	
                CONVERSION.  The
      Series C Preferred shall, at the option of the holder thereof, be
      convertible into that number of fully paid and non-assessable shares of
      the common stock of the Corporation,equal
      to the number of the shares of Series C Preferred Stock being
      converted.  The conversion right of the holders of Series C
      Preferred Stock shall be exercised by the surrender of the certificates
      representing shares to be converted to the Corporation or its transfer
      agent for the Series C Preferred, accompanied by written notice electing
      conversion.  Immediately prior to the close of business on the
      date the Corporation receives written notice of conversion, each
      converting holder of Series C Preferred shall be deemed to be the holder
      of record of common stock issuable upon conversion of such holder’s Series
      C Preferred notwithstanding that the share register of the Corporation
      shall then be closed or that certificates representing such common stock
      shall not then be actually delivered to such
  person.

              


      

       

      
        	
                (d)  

              	
                ADJUSTMENTS
      FOR RECLASSIFICATION AND REORGANIZATION.  If the common stock
      issuable upon conversion of the Series C Preferred shall be changed into
      the same or different number of shares of any other class or classes of
      stock, whether by capital reorganization, reclassification or otherwise,
      the conversion rate shall, concurrently with the effectiveness of such
      reorganization or reclassification, be proportionately adjusted so that
      the Series C Preferred shall be convertible into, in lieu of the number of
      shares of common stock which the holders would otherwise have been
      entitled to receive, a number of shares of such other class or classes of
      stock equivalent to the number of shares of common stock that would have
      been subject to receipt by the holders upon conversion of the Series C
      Preferred immediately before that
change.

              


      

       

      
        	
                (e)  

              	
                REORGANIZATIONS,
      MERGERS, CONSOLIDATIONS OR SALES OF ASSETS.  If at any time or
      from time to time after the date of this Certificate, there is a capital
      reorganization of the common stock (reverse split, forward split, etc.),
      as a part of such capital reorganization, provision shall be made so that
      the holders of the Series C Preferred shall thereafter be entitled to
      receive upon conversion of the Series C Preferred the same number of
      shares of common stock to which that holder would have been entitled prior
      to such capital reorganization.  In essence, the number of
      Series C Preferred Stock authorized, issued and outstanding, and the
      number of shares of common stock into which such Series C Preferred is
      convertible, shall not be affected by any such capital
      reorganization.

              


      

       

      
        	
                (f)  

              	
                NO
      IMPAIRMENT.  The Corporation will not, by amendment of its
      Certificate of Incorporation or through any reorganization, transfer of
      assets, consolidation, merger, dissolution, issue or sale of securities or
      any other voluntary action, avoid or seek to avoidthe
      observance or performance of any of the terms to be observed or performed
      hereunder by the Corporation, but will at all times in good faith assist
      in the carrying out all the provisions of this Certificate 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 C Preferred
      against impairment.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                (g)  

              	
                RESERVATION
      OF STOCK ISSUABLE UPON CONVERSION.  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 the
      shares of the Series C 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 C 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 C Preferred, the Corporation 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 purpose, including, without limitation,
      engaging in best efforts to obtain the requisite stockholder approval of
      any necessary amendment to this
Certificate.

              


      

       

      
        	
                (h)  

              	
                LIQUIDATION
      RIGHTS.  In the event of any voluntary or involuntary
      liquidation, dissolution or winding up of the Corporation, the holders of
      the Series C Preferred shall not be entitled to receive liquidation in
      preference to the holders of common shares or any other class or series of
      preferred stock.  Rather, the Series C Preferred shall
      automatically be converted into common stock at the conversion rate
      hereinabove stated.

              


      

       

      
        	
                (i)  

              	
                INVOLUNTARY
      LIQUIDATION.  In the event of involuntary liquidation, the
      shares of this series shall be entitled to the same amounts as in the
      event of voluntary liquidation.

              


      

       

      
        	
                (j)  

              	
                OTHER
      RESTRICTIONS.  There shall be no conditions or restrictions upon
      the creation of indebtedness of the Corporation, or any subsidiary or upon
      the creation of any other series of preferred stock with any other
      preferences.

              


      

       

      
        	
                (k)  

              	
                VOTING.  Each
      shares of Series C Preferred shall entitle its holder to one vote, voting
      together with the Common Stock as a single class.
  

              


      

       

      
        	
                (l)  

              	
                STATED
      VALUE.  The shares of Series C Preferred shall have a stated
      value of $0.001 per share.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                (m)  

              	
                OTHER
      PREFERENCES.  The shares of the Series C Preferred shall no
      other preferences, rights, restrictions, or qualifications, except as
      otherwise provided by law or the certificate of incorporation of the
      Corporation.

              


      

       

      
        FURTHER
RESOLVED, that the statements contained in the foregoing resolution creating and
designating the said Series C Preferred Stock and fixing the number, powers,
preferences and relative, optional, participating, and other special rights and
the qualifications, limitations, restrictions, and other distinguishing
characteristics thereof shall, upon the effective date of said series, be deemed
to be included in and be a part of the certificate or incorporation of the
Corporation.

      

       

       

      
        	
                 
      

              	
                Signed
      on April 30, 2008.

              


      

      


      


      
        	
                 
      

              	
                By
      Unanimous Written Consent of the Board of
  Directors:

              


      

      


      


      
        	
                 
      

              	
                /s/
      Yan
      Skwara

              


      

      
        	
                 
      

              	
                Yan
      Skwara, Chairman of the Board of
Directors

              


      

      


      


      
        	
                 
      

              	
                /s/
      Donald
      Hejmanowski

              


      

      
        	
                 
      

              	
                Donald
      Hejmanowski, Director

              


      

      


      


      
        	
                 
      

              	
                /s/
      Darin
      Pines

              


      

      
        	
                 
      

              	
                Darin
      Pines, Director

              


      


      
        
           


        

        
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