Exhibit
3.3








CERTIFICATE
OF DESIGNATION


SERIES
C CONVERTIBLE PREFERRED STOCK


FOR


GLOBAL
ENTERTAINMENT HOLDINGS, INC.







GLOBAL
ENTERTAINMENT HOLDINGS, INC., a Nevada corporation (the "Company") does
hereby make this Certificate of Designation, and the undersigned, being an
officer of the Company does hereby certify that the following Resolutions have
been duly adopted by the Company and are in full force and effect.





RESOLVED, that, pursuant to
Article Fourth of the Articles of Incorporation, as amended, of the Company, the
Board of Directors hereby authorizes the issuance of, and fixes the designation
and preferences and relative, participating, optional, and other special rights,
and qualifications, limitations and restrictions, of a series of Preferred Stock
consisting of six million (6,000,000) shares, $0.001 par value, to be designated
"Series C Convertible Preferred Stock" (the "Series C Stock").





RESOLVED, that each share of
the Series C Stock shall rank equally in all aspects and shall be subject to the
following terms and provisions:





1.  Preference on Liquidation. In
the event of any voluntary or involuntary liquidation, distribution of assets
(other than the payment of dividends), dissolution or winding-up of the Company,
Series C Stock shall have preferential rights to the Company's common
stock.





2.  Voting Rights.





(a)  General
Rights.  Except as otherwise provided herein or as required by
law, the Series C Stock shall be voted equally with the shares of the Common
Stock of the Corporation and not as a separate class, at any annual or special
meeting of stockholders of the Corporation, and may act by written consent in
the same manner as the Common Stock.





(b)  Number
of Votes.  The holder of the shares of Series C Stock shall be
entitled to such number of votes as shall be equal to the aggregate number of
shares of Common Stock into which such holder's shares of Series C Stock are
convertible immediately after the close of business on the record date fixed for
such meeting or the effective date of such written consent.





3.   Dividends.  The
holders of Series C Stock will be entitled to any dividends on the Series C
Preferred Stock as shall be declared by the Board of Directors.










4.   Conversion Rights. The holders
of the Series C Stock shall have the following rights with respect to the
conversion of the Series C Stock into shares of Common Stock (the "Conversion
Rights"):





(a)  Conversion.  Subject
to and in compliance with the provisions of this Section 3, any shares of Series
C Stock may, at any time, at the option of the holder, be converted into fully
paid and non-assessable shares of Common Stock (a "Conversion").





(b)
Conversion
Rate. The entire class of authorized shares of Series C stock shall be
convertible into approximately sixty percent (60%) of the Company’s common stock
on a non-dilutive basis.  Specifically, each share of Series C stock
shall be convertible into such number of shares of common stock that is equal to
the product of the number of the Company's common stock issued and outstanding
at the time of conversion multiplied by 0.000025%.





(c)  Mechanics
of the Conversion.  Upon a Conversion, the holder of Series C
Stock shall surrender the applicable certificate or certificates therefore, duly
endorsed, at the office of the Company or any transfer agent for the Series C
Stock, and shall give written notice to the Company of the Conversion and the
number of shares of Series C Stock being converted.  Thereupon, the
Company shall promptly issue and deliver to such holder a certificate or
certificates for the number of shares of Common Stock to which such holder is
entitled. A Conversion shall be deemed to have been made at the close of the
first business day after the date both notice has been given and the applicable
share certificate or certificates have been delivered to the Company, provided,
however, if the foregoing occurs on a business day, before the close of
business, the Conversion shall be deemed to have occurred at the close of
business on that day (the "Conversion Date"). The person entitled to receive the
shares of Common Stock issuable upon a Conversion shall be treated for all
purposes as the record holder of such shares of Common Stock on such
date.





(d)  Adjustment
to Conversion Ratio. If, prior to the conversion of all shares of Series
C Preferred Stock, the number of outstanding shares of Common Stock is increased
by a stock split, stock dividend or other similar event, or if the number of
outstanding shares of Common Stock is decreased by a combination or
reclassification of shares, or other similar event, the Board of Directors of
the Corporation shall make an equitable adjustment in the Conversion Ratio, if
necessary, to reflect such event in order to preserve substantially the
initial Conversion Ratio.





(e)
Reorganizations,
Mergers, Consolidations or Sales of Assets. If at any time or from time
to time after the date of issuance of the Series C Stock, there is a capital
reorganization of the Common Stock (other than a transaction provided for
elsewhere in this Section 4), as a part of such capital reorganization,
provision shall be made so that the holders of the Series C Stock shall
thereafter be entitled to receive upon conversion of the Series C Stock the
number of shares of stock or other securities or property of the Company to
which a holder of the number of shares of Common Stock deliverable upon
conversion would have been entitled on such capital reorganization, subject to
adjustment in respect of such stock or securities by the terms
thereof.





(f)  Notices
of Record Date. Upon (i) any taking by the Company of a record of the
holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend or other distribution, or (ii)
any sale of the Company, capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, or any
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the Company shall mail to each holder of Series C Stock at least twenty (20)
days prior to the record date specified therein a notice specifying (A) the date
on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (B) the date on
which any such sale of the Company, reorganization, reclassification,
recapitalization, dissolution, liquidation or winding up is expected to become
effective, and (C) the date, if any, that is to be fixed as to when the holders
of record of Common Stock (or other securities) shall be entitled to exchange
their shares of Common Stock (or other securities) for securities or other
property deliverable upon such sale of the Company, reorganization,
reclassification, recapitalization, dissolution, liquidation or winding
up.










(g)  Fractional
Shares. Any fractional share of Common Stock resulting from the
conversion of the Series C Stock shall be rounded up to the nearest whole
share.





(h)  Reservation
of Stock Issuable Upon Conversion. The Company 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
Stock, 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
Stock.  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 Stock, the Company 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.





(i)  Notices.  Any
notice required by the provisions of this Section 4 shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmation telex or facsimile if sent during
normal business hours of the recipient; if not, then on the next business day,
(iii) three (3) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All notices shall be addressed to each
holder of record at the address of such holder appearing on the books of the
Company.





(j)  No
Impairment. The Company will not, by amendment or restatement of its
Articles of Incorporation, as amended, or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company but will at all times in good faith assist in the
carrying out of all the provisions of this Section 4 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holder of the Series C Stock against
impairment.





5.  Protective
Provisions.  So long as any shares of Series C Stock are
outstanding, the Company shall not without first obtaining the approval (by vote
or written consent, as provided by law) of the holders of at least a majority of
the voting power of the then outstanding shares of such Series C
Stock:





(a)  alter or change the
rights, preferences or privileges of the shares of Series C Stock so as to
affect adversely the shares; or





(b)  increase or decrease
(other than by redemption or conversion) the total number of authorized shares
of Series C Stock.





6.  Reacquired
Shares.  Any shares of Series C Stock purchased or otherwise
acquired by the Company in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof.  All such shares shall upon
their cancellation become authorized but unissued shares of Series C Preferred
Stock to be created by resolution or resolutions of the Board of Directors,
subject to the conditions and restriction on issuance set forth
herein.





This
Certificate of Designation has been executed and adopted on behalf of the
Company as of January 9, 2007.





GLOBAL
ENTERTAINMENT HOLDINGS, INC.








By:  /s/ Gary Rasmussen


Name:  Gary
Rasmussen


Title:
Chief Executive Officer