<PAGE>   1
                                                                   Exhibit 4.1.4
                                                                [FILED #C9723-98
                                                                     MAR 13 2001
                                                                IN THE OFFICE OF
                                                                 /s/ DEAN HELLER
                                                 DEAN HELLER SECRETARY OF STATE]


       AMENDED CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS
                                     OF THE
                      CONVERTIBLE PREFERRED STOCK, SERIES A
                                       OF
                                 INFOTOPIA, INC.


           The undersigned, being the Vice-President of Infotopia, Inc., a
corporation organized under the laws of the State of Nevada (hereinafter
referred to as the "Company"), does hereby certify, pursuant to the provisions
of NRS 78.195(6), that the following amended resolution has been duly adopted by
the Board of Directors of the Company:

           RESOLVED, that pursuant to the authority expressly granted to, and
vested in, the Board of Directors of the Company, by the provisions of the
Company's Amended and Restated Articles of Incorporation (as the same may have
been amended from time to time, the "Charter"), there is hereby created, out
of the 10,000,000 shares of preferred stock of the Company authorized in Article
III of the Charter, a series of 3,900,000 shares (the "Preferred Stock"),
which series shall have the following designations, powers, preferences, rights,
qualifications, limitations and restrictions, in addition to the designations,
powers, preferences, rights, qualifications, limitations and restrictions set
forth in the Charter which are applicable to the Preferred Stock:

1.         Designation. The designation of the said series of Preferred Stock
           shall be the "Convertible Preferred Stock, Series A" (the "Series
           A Preferred").

2.         Number of Shares; Par Value and Stated Capital. The number of shares
           of Series A Preferred shall be limited to 3,900,000. The shares of
           Series A Preferred shall be issued as full shares, and shall have
           both a par value and a stated value of $.001 per share.

3.         Dividends. There are no dividend rights applicable to the shares of
           Series A Preferred.

4.         Liquidation. There are no liquidation preferences applicable to the
           shares of Series A Preferred.

5.         Voting. The shares of Series A Preferred shall have voting rights.
           For voting purposes, such series shall be considered part of the
           Common Shares and shall vote with the common stock, rather than as a
           separate series of preferred stock. Each share of Series A Preferred
           shall have twenty votes per share.

6.         Conversion. Each share of Series A Preferred shall be convertible
           into twenty (20) shares of the Company's common stock, provided that:
           (i) there are authorized and available for issuance 78,000,000 shares
           of the Company's common stock, and (ii) a registration statement
           relating to such 78,000,000 shares of the Company's common stock has
           been filed with the United States Securities and Exchange Commission,
           and has been declared effective. The exercise of the conversion
           privilege shall be subject to such additional regulations, not
           inconsistent with the foregoing provisions of this paragraph, as may
           from time to time be adopted by the Board of Directors of the
           Company. All shares of the common stock of the Company issued upon
           the conversion of the Series A Preferred shall be validly issued and
           outstanding, fully paid and non-assessable. All certificates for
           shares of Series A Preferred surrendered for conversion as provided
           herein shall be cancelled and retired, and no further shares of
           Series A Preferred shall be issued in lieu thereof.

7.         No Preemptive Rights. No holder of any shares of Series A Preferred,
           as such, shall be entitled as a matter of right to subscribe for or
           purchase any part of any new or additional issue of shares of any
           class or series, junior or senior thereto, or securities convertible
           into, exchangeable for, or exercisable for the purchase of, shares of
           any class or series, junior or senior, whether now or hereafter
           authorized, and whether issued for cash, property, services, by way
           of dividends, or otherwise.
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           There has been no stock issued in this company.

           IN WITNESS WHEREOF, the Company has caused this Certificate to be
duly executed on its behalf by its undersigned Vice-President, and attested to
by its Secretary, this 7th day of March, 2001.


                                                         INFOTOPIA, INC.


                                                         By: /s/ Daniel Hoyng
                                                            -------------------
                                                            Daniel Hoyng
                                                            Vice-President

ATTEST:
[Corporate Seal]

/s/ Marek Lozowicki
--------------------------
Marek Lozowicki, Secretary
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           STATE OF  Mass                 :
                    -------------------              : SS
           COUNTY OF Bristol              :
                     -----------------

                                 ACKNOWLEDGMENT


           Personally appeared before me, a notary public in and for said County
and State, Daniel Hoyng, known to me or duly proved to me, who stated that he
was the Vice-President of Infotopia, Inc., a Nevada corporation, and he
acknowledged that he had executed the Certificate of Designation on behalf of
such corporation for the purposes stated therein.


                                           /s/ Daniel Hoyng
                                          ----------------------
                                           Daniel Hoyng,
                                           Vice-President

                                                            [Notary Public Seal]

                                           /s/ Notary Public
                                          ----------------------
                                           Notary Public