Exhibit 3.1(c)

                       CERTIFICATE OF DESIGNATIONS, POWERS
                 PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE
                                 PREFERRED STOCK

                                      -OF-

                             B2DIGITAL, INCORPORATED
                             a Delaware Corporation

      Pursuant to Section 151 of the General Corporation Law of the State of
Delaware, the undersigned DOES HEREBY CERTIFY that the following resolution was
duly adopted by the Board of Directors (the "Board of Directors") of B2Digital,
Incorporated., a Delaware corporation (the "Corporation"), by a written consent
to action dated January 12, 2005:

      RESOLVED, that there be, and hereby is, created out of the class of
50,000,000 shares of preferred stock of the Corporation, par value $.001 per
share, a series of preferred stock with the following designations, powers,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions (this instrument hereinafter
referred to as the "Designation"):

1.    DEFINITIONS

      Common Stock. The term "Common Stock" shall mean all shares now or
      hereafter authorized of any class of Common Stock of the Company and any
      other stock of the Company, howsoever designated, authorized after the
      Issue Date, which has the right (subject always to prior rights of any
      class or series of Preferred Stock) to participate in the distribution of
      the assets and earnings of the Company without limit as to per share
      amount.

      Issue Date. The term "Issue Date" shall mean the date that shares of
      Series A Preferred are first issued by the Company.

      Junior Stock. The term "Junior Stock" shall mean, for purposes of these
      resolutions, any class or series of stock of the Company authorized after
      the Issue Date not entitled to receive any dividends in any dividend
      period unless any dividends required to have been paid or declared and set
      apart for payment on the Series A Preferred shall have been so paid or
      declared and set apart for payment and, for purposes of these resolutions,
      shall mean Common Stock and any other class or series of stock of the
      Company authorized after the Issue Date not entitled to receive any assets
      upon liquidation, dissolution or winding up of the affairs of the Company
      until the Series A Preferred shall have received the entire amount to
      which such stock is entitled upon such liquidation, dissolution or winding
      up.


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      Parity Stock. The term "Parity Stock" shall mean, for purposes of these
      resolutions the Common Stock and any other class or series of stock of the
      Company authorized after the Issue Date entitled to receive payment of
      dividends subject only to those preferential rights of dividends granted
      to the Series A Preferred, if any, and, for purposes of these resolutions,
      shall mean any class or series of stock of the Company authorized after
      the Issue Date entitled to receive assets upon liquidation, dissolution or
      winding up of the affairs of the Company subject to only those
      preferential rights and preference granted to the Series A Preferred.

      Senior Stock. The term "Senior Stock" shall mean, for purposes of these
      resolutions, any class or series of stock of the Company authorized before
      the Issue Date of the Series A Preferred except for those preferential
      rights as granted herein but the right to receive dividends providing any
      dividends granted to the Series A Preferred shall have been paid or set
      aside to be paid, and, for purposes of these resolutions, shall mean any
      class or series of stock of the Company authorized after the Issue Date
      ranking equal to the Series A Preferred and the right to participate in
      any distribution upon liquidation, dissolution or winding up of the
      affairs of the Company except for those preferential rights granted to the
      Series A Preferred herein.

2.    Rights, Powers and Preferences

      The Series A Preferred shall have the voting powers, preferences and
      relative, participating, optional and other special rights,
      qualifications, limitations and restrictions as follows:

      A.    Designation and Amount. Out of the Fifty Million (50,000,000) shares
            of the $.001 par value authorized preferred stock, Two Million
            (2,000,000) shares shall be designated as shares of "Series A
            Convertible Preferred Stock."

      B.    Rank. The Series A Preferred shall be senior to the Common Stock and
            any other series or class of the Company's Preferred Stock.

      C.    Liquidation Rights.

            (i)   In the event of any liquidation, dissolution, or winding up of
                  the Company, whether voluntary or involuntary, the holders of
                  the Series A Preferred then outstanding shall be entitled to
                  be paid out of the assets of the Company available for
                  distribution to its shareholders, before any payment or
                  declaration and setting apart for payment of any amount shall
                  be made in respect of any outstanding capital stock of the
                  Company, an amount equal to Two Dollars and Forty Cents
                  ($2.40) per share, plus the Redemption provision (as defined
                  below). Then all of the assets of the Company available to be
                  distributed shall be distributed ratably to the holders of the
                  Series A Preferred and then to the holders of other
                  outstanding shares of capital stock of the Company. If upon
                  any liquidation, dissolution, or winding up of the Company,
                  whether voluntary or involuntary, the assets to be distributed
                  to the holders of the Series A Preferred shall be insufficient
                  to permit the payment to the holders thereof the full
                  preferential amount as provided herein, then such available
                  assets shall be distributed ratably to the holders of the
                  Series A Preferred.


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            (ii)  None of the following events shall be treated as or deemed to
                  be a liquidation hereunder:

                  (a)   A merger, consolidation or reorganization of the
                        Company;

                  (b)   A sale or other transfer of all or substantially all of
                        the Company's assets;

                  (c)   A sale of 50% or more of the Company's capital stock
                        then issued and outstanding;

                  (d)   A purchase or redemption by the Company of stock of any
                        class; or

                  (e)   Payment of a dividend or distribution from funds legally
                        available therefor.

      D.    Voting Rights. On all matters to be voted on by the holders of
            Common Stock, the Holders of the Series A Preferred shall be
            entitled to Two Hundred and Forty (240) votes for each share of
            Series A Preferred held of record. On all such matters, the holders
            of Common Stock and the Holders of Series A Preferred shall vote
            together as a single class. If the Company effects a stock split
            which either increases or decreases the number of shares of Common
            Stock outstanding and entitled to vote, the voting rights of the
            Series A Preferred shall not be subject to adjustment unless
            specifically authorized.

3.    Conversion

      The Series A Preferred shall have the following conversion rights (the
      "Conversion Rights"):

      A.    Holder's Optional Right to Convert. Each share of Series A Preferred
            shall be convertible, at the option of the holder(s), on the
            Conversion Basis (as set forth below) in effect at the time of
            conversion. Such right to convert shall commence as of the Issue
            Date and shall continue thereafter for a period of five years, such
            period ending on the fifth anniversary of the Issue Date. In the
            event that the holder(s) of the Series A Preferred elect to convert
            such shares into Common Stock, the holder(s) shall have sixty (60)
            days from the date of such notice in which to tender their shares of
            Series A Preferred to the Company.

      B.    Conversion Basis. Each share of Series A Preferred shall be
            convertible into two hundred and forty (240) shares of the Company's
            Common Stock.


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      C.    Mechanics of Conversion. Before any holder of Series A Preferred
            shall be entitled to convert the same into shares of Common Stock,
            such holder shall (i) give written notice to the Company, at the
            office of the Company or of its transfer agent for the Common Stock
            or the Preferred Stock, that he elects to convert the same and shall
            state therein the number of shares of Series A Preferred being
            converted; and (ii) surrender the certificate or certificates
            therefor, duly endorsed. Thereupon the Company shall promptly issue
            and deliver to such holder of Series A Preferred a certificate or
            certificates for the number of shares of Common Stock to which such
            holder shall be entitled. The conversion shall be deemed to have
            been made and the resulting shares of Common Stock shall be deemed
            to have been issued immediately prior to the close of business on
            the date of such notice and surrender of the shares of Series A
            Preferred.

      D.    Adjustments to the Conversion Basis.

            (i)   Stock Splits and Combinations. Subject to the Protective
                  Provisions (as defined below), if at any time after the
                  Company first issues the Series A Preferred and while any of
                  the shares of Series A Preferred remain outstanding, if the
                  Company shall effect a subdivision or combination of the
                  Common Stock, the Conversion Basis then in effect immediately
                  before that subdivision or combination shall be
                  proportionately adjusted. Any adjustment shall become
                  effective at the close of business on the date the subdivision
                  or combination becomes effective.

            (ii)  Reclassification, Exchange or Substitution. At any time after
                  the Company first issues the Series A Preferred and while any
                  of the shares of Series A Preferred remain outstanding, if the
                  Common Stock issuable upon the conversion of the Series A
                  Preferred shall be changed into the same or a different number
                  of shares of any class or classes of stock, whether by capital
                  reorganization, reclassification, or otherwise (other than a
                  subdivision or combination of shares or stock dividend
                  provided for above, or a reorganization, merger,
                  consolidation, or sale of assets), then and in each such event
                  the holder of each share of Series A Preferred shall have the
                  right thereafter to convert such shares into the kind and
                  amount of shares of stock and other securities and property
                  receivable upon such reorganization, reclassification, or
                  other change, by holders of the number of shares of Common
                  Stock into which such shares of Series A Preferred might have
                  been converted immediately prior to such reorganization,
                  reclassification, or change, all subject to further
                  adjustments as provided herein.

            (iii) Reorganization, Mergers, Consolidations or Sales of Assets. At
                  any time after the Company first issues the Series A Preferred
                  and while any of such shares remain outstanding, if there
                  shall be a capital reorganization of the Common Stock (other
                  than a subdivision, combination, reclassification, or exchange
                  of shares), or a merger or consolidation of the Company with
                  or into another Company, or the sale of all or substantially


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                  all of the Company's assets to any other person, then as a
                  part of such reorganization, merger, consolidation, or sale,
                  provision shall be made so that the holders of the Series A
                  Preferred thereafter shall be entitled to receive upon
                  conversion of the Series A Preferred, the number of shares of
                  stock or other securities or property of the Company, or of
                  the successor Company resulting from such merger or
                  consolidation or sale, to which a holder of Series A Preferred
                  deliverable upon conversion would have been entitled on such
                  capital reorganization, merger, consolidation, or sale.

      E.    Notices of Record Date. In the event of any reclassification or
            recapitalization of the capital stock of the Company, any merger or
            consolidation of the Company, or any transfer of all or
            substantially all of the assets of the Company to any other Company,
            entity, or person, or any voluntary or involuntary dissolution,
            liquidating, or winding up of the Company, the Company shall mail to
            each holder of Series A Preferred at least 30 days prior to the
            record date specified therein, a notice specifying the date on which
            any such reorganization, reclassification, transfer, consolidation,
            merger, dissolution, liquidation, or winding up is expected to
            become effective, and the time, if any 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
            reorganization, reclassification, transfer, consolidation, merger,
            dissolution, liquidation, or winding up.

      F.    Fractional Shares. No fractional shares of Common Stock shall be
            issued upon conversion of the Series A Preferred. In lieu of any
            fractional shares to which the holder would otherwise be entitled,
            the Company shall pay cash equal to the product of such fraction
            multiplied by the fair market value of one share of the Company's
            Common Stock on the date of conversion, as determined in good faith
            by the Company's directors.

      G.    Reservation of Stock Issuable Upon Conversion. At such time as the
            Company increases its authorized capital resulting in a sufficient
            number of shares of Common Stock becoming available for the
            conversion of the Series A Preferred, the Company shall 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 A Preferred, a 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 A Preferred.

4     Protective Provisions

      Notwithstanding anything contained herein to the contrary, so long as any
      of the Series A Preferred shall be 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 two-thirds of the total number
      of shares of Series A Preferred outstanding:


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      A.    Alter or change the rights, preferences or privileges of the Series
            A Preferred by way of reverse stock split, reclassification, merger
            consolidation or otherwise, so as to adversely affect in any manner
            the voting rights including number of votes presently allowed or the
            conversion basis by which the shares of Series A Preferred are
            presently converted into shares of Common Stock.

      B.    Increase the authorized number of Series A Preferred.

      C.    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.

      D.    Repurchase any of the Company's Common Stock.

      E.    Merge or consolidate with any other Company, except into or with a
            wholly-owned subsidiary of the Company with the requisite
            shareholder approval.

      F.    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 Company.

      G.    Incur, assume or guarantee any indebtedness (other than such as may
            be represented by the obligation to pay rent under leases) maturing
            more than 18 months after the date on which it is incurred, assumed
            or guaranteed by the Company, except purchase money obligations,
            obligations assumed as part of the price of property purchased, or
            the extension, renewal or refunding of any thereof.

5     Redemption

      Subject to the applicable provisions of Delaware law, the Company, at the
      option of its directors, may at any time or from time to time redeem the
      whole or any part of the outstanding Series A Preferred. Upon redemption
      the Company shall pay for each share redeemed the amount of Two Dollars
      and Forty Cents ($2.40) per share, payable in cash, plus a premium to
      compensate the original purchaser(s) for the investment risk and cost of
      capital equal to the greater of (a) Two Dollars and Forty Cents ($2.40)
      per share, or (b) an amount per share equal to fifty percent (50%) of the
      market capitalization of the Company on the date of notice of such
      redemption divided by 2,000,000 (the "Redemption Premium"), the redemption
      amount and the Redemption Premium hereinafter being referred to as the
      "Redemption Price." Such redemption shall be on an all-or-nothing basis.

      At least thirty (30) days previous notice by mail, postage prepaid, shall
      be given to the holders of record of the Series A Preferred to be
      redeemed, such notice to be addressed to each such shareholder at the
      address of such holder appearing on the books of the Company or given to
      such holder to the Company for the purpose of notice, or if no such
      address appears or is given, at the place where the principal office of


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      the Company is located. Such notice shall state the date fixed for
      redemption and the redemption price, and shall call upon the holder to
      surrender to the Company on said date at the place designated in the
      notice such holder's certificate or certificates representing the shares
      to be redeemed. On or after the date fixed for redemption and stated in
      such notice, each holder of Series A Preferred called for redemption shall
      surrender the certificate evidencing such shares to the Company at the
      place designated in such notice and shall thereupon be entitled to receive
      payment of the redemption price. If less than all the shares represented
      by any such surrendered certificate are redeemed, a new certificate shall
      be issued representing the unredeemed shares. If such notice of redemption
      shall have been duly given, and if on the date fixed for redemption funds
      necessary for the redemption shall be available therefore, notwithstanding
      that the certificates evidencing any Series A Preferred called for
      redemption shall not have been surrendered, the dividends, if any, with
      respect to the shares so called for redemption shall forthwith after such
      date cease and determine, except only the right of the holders to receive
      the redemption price without interest upon surrender of their certificates
      therefore.

      If, on or prior to any date fixed for redemption or Series A Preferred,
      the Company deposits, with any bank or trust company as a trust fund, the
      number of shares of Common Stock of a sum sufficient to redeem, on the
      date fixed for redemption thereof, the shares called for redemption, with
      irrevocable instructions and authority to the bank or trust company to
      give the notice of redemption thereof (or to complete the giving of such
      notice if theretofore commenced) and to pay, or deliver, on or after the
      date fixed for redemption or prior thereto, the redemption price of the
      shares to their respective holders upon the surrender of their share
      certificates, then from and after the date of the deposit (although prior
      to the date fixed for redemption), the shares so called shall be redeemed
      and any dividends on those shares shall cease to accrue after the date
      fixed for redemption. The deposit shall constitute full payment of the
      shares to their holders and from and after the date of the deposit the
      shares shall no longer be outstanding and the holders thereof shall cease
      to be shareholders with respect to such shares, and shall have no rights
      with respect thereto except the right to receive from the bank or trust
      company payment of the redemption price of the shares without interest,
      upon the surrender of their certificates therefore. Any interest accrued
      on any funds so deposited shall be the property of, and paid to, the
      Company. If the holders of Series A Preferred so called for redemption
      shall not, at the end of six years from the date fixed for redemption
      thereof, have claimed any funds so deposited, such bank or trust company
      shall thereupon pay over to the Company such unclaimed funds, and such
      bank or trust company shall thereafter be relieved of all responsibility
      in respect thereof to such holders and such holders shall look only to the
      Company for payment of the redemption price.

6     Reissuance

      No share or shares of Series A Preferred acquired by the Company 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 Company.


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7     Headings or Subdivisions

      The heading of the various subdivisions hereof are for convenience of
      reference only and shall not affect the interpretation of any of the
      provisions hereto.

8     Severability of Provisions

      If any right, preference or limitation of the Series A Preferred set forth
      in this resolution (as such resolution may be amended from time to time)
      is invalid, unlawful or incapable of being enforced by reason of any rule
      of law or public policy, all other rights, preferences and limitations set
      forth in this resolution (as so amended) which can be given effect without
      the invalid, unlawful or unenforceable right, preference or limitation
      shall, nevertheless, remain in full force and effect, and no right,
      preference or limitation herein set forth shall be deemed dependent upon
      any other such right, preference or limitation unless so expressed herein.

9     Status of Reacquired Stock

      Shares of Series A Preferred which have been issued and reacquired in any
      manner shall, upon compliance with any applicable provisions of Delaware
      law, have the status of authorized and unissued shares of Preferred Stock
      may be redesignated and reissued in any series or class.


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IN WITNESS WHEREOF, the undersigned officers of B2Digital, Incorporated, a
Delaware corporation, did hereby execute this Certificate effective this ______
day of __________, 2005.


                                      /s/ Robert Russell
                                      ---------------------
                                      Robert Russell, Chief Executive Officer


                                      /s/ Marcia Pearlstein
                                      ---------------------
                                      Marcia Pearlstein, Chief Financial Officer


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