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                                                                   Exhibit 10.58

                      SERIES A CONVERTIBLE PREFERRED STOCK

                          CERTIFICATE OF DESIGNATIONS,

                            PREFERENCES AND RIGHTS OF

                      AQUATIC CELLULOSE INTERNATIONAL CORP.



         Aquatic Cellulose International Corp., a Nevada corporation (the
"Company"), DOES HEREBY CERTIFY:

         Pursuant to authority expressly granted and vested in the Board of
Directors of the Corporation by the provisions of the Corporation's Certificate
of Incorporation, as amended, and the provisions of the Nevada Revised Statutes,
the Board of Directors adopted the following resolution on March 30, 2007,
authorizing a class of the Company's previously authorized 10,000,000 shares of
preferred stock, par value $.001 per share, and providing for the designations,
preferences and relative, participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, of 5,000,000 shares of
Series A Convertible Preferred Stock of the Company, as follows:

         RESOLVED, Pursuant to Company's Certificate of incorporation the
provisions of the Nevada Revised Statutes, Company hereby designates a class of
preferred shares which are a part of the Company's authorized capital, but as of
the date of this resolution, have yet to be designated as Series A Convertible
Preferred Stock whereby each share of Series A Convertible Preferred Stock is
convertible into sixty-one (61) shares of common stock and carries all the same
rights as common stock, except for the 1:61 conversion and the following:

         (1) VOTING. Except with respect to transactions upon which the Series A
Preferred Stock shall be entitled to vote separately as a class pursuant to the
Bylaws or the Certificate of Incorporation, and except as otherwise required by
Nevada law, the Series A Preferred Stock shall have 1000 votes for every share
of common stock and shall vote together as one class with the Common Stock. The
Common Stock into which the Series A Preferred Stock is convertible shall, upon
issuance, have all of the same voting rights as other issued and outstanding
Common Stock of the Company, and none of the rights of the Preferred Stock.


         (2) DIVIDENDS. Commencing on the date of the initial issuance (the
"Issuance Date") of the Series A Preferred Stock, the holders of record of
shares of Series A Preferred Stock shall be entitled to receive, out of any
assets at the time legally available therefor and as declared by the Board of
Directors, cash dividends.

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         (3) LIQUIDATION PREFERENCE. Upon the liquidation, dissolution and
winding up of the Corporation, whether voluntary or involuntary, the holders of
the Series A Convertible Preferred Stock then outstanding shall be entitled to
receive out of the assets of the Corporation, whether from capital or from
earnings available for distribution to its stockholders, before any amount shall
be paid to the holders of common stock, ten (10) times that sum available for
distribution to common stock holders.

         (4) RIGHT TO CONVERT. At any time at least one business day after the
increase in the Company's authorized shares of common stock to 3,000,000,000
shares, the holder of any such shares of Series A Preferred Stock may, at such
holder's option, subject to the limitations set forth in Section 7 herein, elect
to convert all or any portion of the shares of Series A Preferred Stock held by
such person at a Conversion Rate of sixty-one (61) shares of Common Stock for
every one (1) share of Series A Preferred Stock being converted. In the event of
a liquidation, dissolution or winding up of the Company, the Conversion Rights
shall terminate at the close of business on the last full day preceding the date
fixed for the payment of any such amounts distributable on such event to the
holders of Series A Preferred Stock. In the event of such a redemption or
liquidation, dissolution or winding up, the Company shall provide to each holder
of shares of Series A Preferred Stock notice of such redemption or liquidation,
dissolution or winding up, which notice shall (i) be sent at least fifteen (15)
days prior to the termination of the Conversion Rights (or, if the Company
obtains lesser notice thereof, then as promptly as possible after the date that
it has obtained notice thereof) and (ii) state the amount per share of Series A
Preferred Stock that will be paid or distributed on such redemption or
liquidation, dissolution or winding up, as the case may be.

         (5) MECHANICS OF CONVERSION. The Conversion of Series A Preferred Stock
shall be conducted in the following manner:


                  i.       Holder's Delivery Requirements. To convert Series A
                           Preferred Stock into full shares of Common Stock on
                           any date (the "Conversion Date"), the holder thereof
                           shall (A) transmit by facsimile (or otherwise
                           deliver), for receipt on or prior to 5:00 p.m., New
                           York time on such date, a copy of a fully executed
                           notice of conversion in the form attached hereto as
                           Exhibit I (the "Conversion Notice"), to the Company
                           at (250) 558-3846, Attention: Chief Executive
                           Officer, and (B) surrender to a common carrier for
                           delivery to the Company as soon as practicable
                           following such Conversion Date the original
                           certificates representing the shares of Series A
                           Preferred Stock being converted (or an
                           indemnification undertaking with respect to such
                           shares in the case of their loss, theft or
                           destruction) (the "Preferred


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                           Stock Certificates") and the originally executed
                           Conversion Notice.

                           ii.      Company's Response. Upon receipt by the
                                    Company of a facsimile copy of a Conversion
                                    Notice, the Company shall immediately send,
                                    via facsimile, a confirmation of receipt of
                                    such Conversion Notice to such holder. Upon
                                    receipt by the Company of a copy of the
                                    fully executed Conversion Notice, the
                                    Company or its designated transfer agent
                                    (the "Transfer Agent"), as applicable,
                                    shall, within five (5) business days
                                    following the date of receipt by the Company
                                    of the fully executed Conversion Notice,
                                    issue and deliver to the holder a
                                    certificate for the shares of common stock.
                                    If the number of shares of Preferred Stock
                                    represented by the Preferred Stock
                                    Certificate(s) submitted for conversion is
                                    greater than the number of shares of Series
                                    A Preferred Stock being converted, then the
                                    Company shall, as soon as practicable and in
                                    no event later than five (5) business days
                                    after receipt of the Preferred Stock
                                    Certificate(s) and at the Company's expense,
                                    issue and deliver to the holder a new
                                    Preferred Stock Certificate representing the
                                    number of shares of Series A Preferred Stock
                                    not converted.

         (6) DEMAND REGISTRATION RIGHTS. If the Common Stock issued pursuant to
a Conversion from Series A Convertible Stock have not been previously registered
on a registration statement under the Securities Act, a holder of Series A
Preferred Stock may make a written request for registration under the Securities
Act of all of its shares of Common Stock issued upon such Conversion. The
Company shall use its reasonable best efforts to cause to be filed and declared
effective as soon as reasonably practicable (but in no event later than the
ninetieth (90th) day after such holder's request is made) a registration
statement under the Securities Act, providing for the sale of all of the shares
of Common Stock issued upon such Conversion. The Company agrees to use its
reasonable best efforts to keep any such registration statement continuously
effective for resale of the Common Stock for so long as such holder shall
request, but in no event later than the date that the shares of Common Stock
issued upon such Conversion may be offered for resale to the public pursuant to
Rule 144(k).

         (7) PIGGYBACK REGISTRATION. If the Company at any time proposes to
register any of its securities under the Securities Act for sale to the public,
whether for its own account or for the account of other security holders or both
(other than a registration statement on Form-S-4, Form S-8 or other limited
purpose form), then in each instance, it will give written notice to all holders
of Series A Preferred Stock of its intention so to do, provided, however, that
for the purposes of this sentence, the Company shall treat the holders hereof


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                           in the same manner and in PARI PASSU with all other
                           holders of unregistered capital stock of the Company
                           who (i) have registration rights with respect to such
                           stock or (ii) presently or at any time hereafter are
                           officers, directors, or 5% shareholders of the
                           Company, or any affiliate, successor, or assign
                           thereof. Upon the written request of any such
                           holders, given within 20 days after the date of any
                           such notice, to register any of its Restricted Stock
                           (which request shall state the intended method of
                           disposition thereof), the Company will use its best
                           efforts to cause the Restricted Stock as to which
                           registration shall have been so requested to be
                           included in the securities to be covered by the
                           registration statement proposed to be filed by the
                           Company all to the extent requisite to permit the
                           sale or other disposition by the holders (in
                           accordance with its written request) of such
                           Restricted Stock so registered. The Company may
                           withdraw any such registration statement before it
                           becomes effective or postpone the offering of
                           securities contemplated by such registration
                           statement without any obligation to the holders of
                           any Restricted Stock.


         (8) RATCHET PROVISION; CERTAIN ADJUSTMENTS FOR CONVERSIONS AND
ISSUANCES. In the event the Company, shall, at any time after March 30, 2007,
issue any additional shares of common stock, then the conversion rate for the
Series A Convertible Preferred Stock will be adjusted so that the number of
shares of Common Stock issuable upon such conversion of the Series A Convertible
Preferred Stock shall be increased in proportion to such increase in outstanding
shares of common stock.

         (9) CONSOLIDATION OR MERGER In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares
of Common Stock are exchanged for or changed into other stock or securities,
cash and/or any other property, then in any such case the shares of Series A
Convertible Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.

         (10) ISSUANCE OF CERTIFICATES; TIME CONVERSION EFFECTED. Within five
(5) business days of the Company's receipt of a conversion request by a holder
of shares of Series A Convertible Preferred Stock, the Company shall cause to be
issued and delivered, to the Holder, registered in such name or names as the
Holder may direct, a certificate or certificates for the number of whole shares
of Common Stock into which the Series A Convertible Preferred Stock has been
converted. In the alternative, if the Company's Transfer Agent is a participant
in the electronic book transfer program, the Transfer Agent shall credit such
aggregate number of shares of Common Stock to which the Holder shall be entitled
to the Holder's or its designee's balance account with The Depository


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Trust Corporation. Such conversion shall be deemed to have been effected, and
the "Conversion Date" shall be deemed to have occurred, on the date which such
shares are issued. The rights of the Holder of the Series A Convertible
Preferred Stock shall cease, and the person or persons in whose name or names
any certificate or certificates for shares of Common Stock shall be issuable
upon such conversion shall be deemed to have become the holder or holders of
record of the shares represented thereby, on the Conversion Date. Issuance of
shares of Common Stock issuable upon conversion that are requested to be
registered in a name other than that of the registered Holder shall be subject
to compliance with all applicable federal and state securities laws.

         (11) FRACTIONAL SHARES. The Company shall not, nor shall it cause the
Transfer Agent to, issue any fraction of a share of Common Stock upon any
conversion. All shares of Common Stock (including fractions thereof) issuable
upon conversion of shares of Series A Convertible Preferred Stock by the Holder
shall be aggregated for purposes of determining whether the conversion would
result in the issuance of a fraction of a share of Common Stock. If, after such
aggregation, the issuance would result in the issuance of a fraction of a share
of Common Stock, the Company shall round, or cause the Transfer Agent to round,
such fraction of a share of Common Stock up to the nearest whole share.

         (12) NO REISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK. Shares of
Series A Convertible Preferred Stock that are converted into shares of Common
Stock as provided herein shall not be reissued.

         (13) VOTE TO CHANGE THE TERMS OF OR ISSUE SERIES A SUPER PREFERRED
STOCK. The affirmative vote at a meeting duly called for such purpose, or the
written consent without a meeting, of the holders of not less than fifty-one
percent (51%) of the then outstanding shares of Series A Convertible Preferred
Stock shall be required for (i) any change to the Corporation's Certificate of
Incorporation that would amend, alter, change or repeal any of the preferences,
limitations or relative rights of the Series A Convertible Preferred Stock, or
(ii) any issuance of additional shares of Series A Convertible Preferred Stock.

         (14) NOTICES. In case at any time:

                  a.       the Company shall offer for subscription PRO RATA to
                           the holders of its Common Stock any additional shares
                           of stock of any class or other rights; or

                  b.       there shall any recapitalization, reorganization,
                           reclassification, consolidation, merger, sale of all
                           or substantially all of the Company's assets to
                           another Person or other transaction in each case,
                           which is effected in such a way that holders of
                           Common Stock are entitled to receive (either directly
                           or upon subsequent liquidation) stock, securities or
                           assets with respect to or in


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                           exchange for Common Stock, referred to herein as an
                           "Organic Change."


then, in any one or more of such cases, the Company shall give, by first class
mail, postage prepaid, or by facsimile or by recognized overnight delivery
service to non-U.S. residents, addressed to the Registered Holders of the Series
A Convertible Preferred Stock at the address of each such Holder as shown on the
books of the Company, (i) at least twenty (20) Trading Days prior written notice
of the date on which the books of the Corporation shall close or a record shall
be taken for such subscription rights or for determining rights to vote in
respect of any such Organic Change and (ii) in the case of any such Organic
Change, at least twenty (20) Trading Days' prior written notice of the date when
the same shall take place. Such notice in accordance with the foregoing clause
(i) shall also specify, in the case of any such subscription rights, the date on
which the holders of Common Stock shall be entitled thereto, and such notice in
accordance with clause (ii) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such Organic Change.

         (15) RECORD OWNER. The Company may deem the person in whose name shares
of Series A Convertible Preferred Stock shall be registered upon the registry
books of the Company to be, and may treat him as, the absolute owner of the
Series A Convertible Preferred Stock for the purposes of conversion and for all
other purposes, and the Company shall not be affected by any notice to the
contrary. All such payments and such conversion shall be valid and effective to
satisfy and discharge the liabilities arising under this Certificate of
Designations to the extent of the sum or sums so paid or the conversion so made.

         (16) REGISTER. The Company shall maintain a transfer agent, which may
be the transfer agent for the Common Stock or the Corporation itself, for the
registration of the Series A Convertible Preferred Stock. Upon any transfer of
shares of Series A Convertible Preferred Stock in accordance with the provisions
hereof, the Company shall register or cause the transfer agent to register such
transfer on the Stock Register.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its Chief Executive Officer on March 30, 2007.


 /s/ Sheridan B. Westgarde
 -------------------------
Chief Executive Officer


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                      AQUATIC CELLULOSE INTERNATIONAL CORP.
                                CONVERSION NOTICE

Reference is made to the Certificate of Designation of the Relative Rights and
Preferences of the Series A Preferred Stock of Aquatic Cellulose International
Corp. (the "Certificate of Designation"). In accordance with and pursuant to the
Certificate of Designation, the undersigned hereby elects to convert the number
of shares of Series A Preferred Stock, par value $0.001 per share (the
"Preferred Shares"), of Aquatic Cellulose International Corp, a Nevada
corporation (the "Company"), indicated below into shares of Common Stock, par
value $0.001 per share (the "Common Stock"), of the Company, by tendering the
stock certificate(s) representing the share(s) of Preferred Shares specified
below as of the date specified below.

         Date of Conversion:                ____________________________________

         Number of Preferred Shares to be converted:    _____


         Stock certificate no(s). of Preferred Shares to be converted:  ______

         The Common Stock have been sold pursuant to the Registration Statement:
          YES ____                            NO____

Please confirm the following information:

         Conversion Rate:                 _____________________________________

         Number of shares of Common Stock
         to be issued:                     ___________________________________


Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the Date of Conversion: _________________________

Please issue the Common Stock into which the Preferred Shares are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:

                  Issue to:                         ___________________________
                                                    ___________________________

                  Facsimile Number:                 ___________________________

                  Authorization:                    ___________________________
                                                    By:________________________
                                                    Title: ____________________

Dated: