EXHIBIT 3.1


Amendment
to Certificate of Designation





CERTIFICATE
OF AMENDMENT


TO
CERTIFICATE OF DESIGNATION, RIGHTS AND PREFERENCES OF


SERIES
A CONVERTIBLE PREFERRED STOCK OF


MEDIANET
GROUP TECHNOLOGIES, INC.





(Pursuant
to NRS 78.1955 - After Issuance of Class or Series)





MEDIANET GROUP TECHNOLOGIES,
INC., a Nevada corporation (the “Company”), does hereby certify as
follows:




1.           The
name of the corporation is MediaNet Group Technologies, Inc.




2.           The
class or series of stock being amended is the Series A Convertible Preferred
Stock of the Company.




3.           The
sole holder of the Series A Convertible Preferred Stock approved this amendment
to the Certificate of Designation, Rights and Preferences of the Series A
Convertible Preferred Stock (“Certificate of Designation”) by unanimous written
consent dated as of  May 24, 2010.  Other than the
foregoing, no stockholder approval is required pursuant to NRS
78.1955.




4.           By
a resolution adopted by the Board of Directors, the Certificate of Designation
is being amended as follows:




(i)           Section
3 of the Certificate of Designation is hereby amended and restated in its
entirety as follows:




“3.           Dividend
Amounts and Payment Dates.  Holders of Series A Convertible Preferred
Stock shall participate pari passu with holders of Common Stock on the basis of
55.514574 shares of Common Stock for each share of Series A Convertible
Preferred Stock in any dividends declared and paid by the Company, but shall
have no dividend preference.”





(ii)           Section
4(a) of the Certificate of Designation is hereby amended and restated in its
entirety as follows:




“(a)           Number
of Votes; Voting with Common Stock. Each holder of outstanding shares of Series
A Convertible Preferred Stock shall be entitled to 55.514574 votes for each
share of Series A Convertible Preferred Stock held at the record date for the
determination of stockholders entitled to vote at each meeting of stockholders
of the Company (and written actions of stockholders in lieu of meetings) with
respect to any and all matters presented to the stockholders of the Company for
their action or consideration. Except as provided by Nevada statutes, holders of
Series A Convertible Preferred Stock shall vote together with the holders of
Common Stock as a single class.”





(iii)           Section
5(a) of the Certificate of Designation is hereby amended and restated in its
entirety as follows:




“(a)           In
the event that the Company’s shareholders approve an increase in the Company’s
authorized shares of Common Stock to not less than five hundred million
(500,000,000) shares, then each share of the Series A Convertible Preferred
Stock then outstanding shall automatically be converted into 55.514574 shares of
Common Stock without further action by the holders of the Series A Convertible
Preferred Stock or the Company.”










(iv)           Section
7(a) of the Certificate of Designation is hereby amended and restated in its
entirety as follows:




“(a)           Liquidation
Value. Each share of the Series A Convertible Preferred Stock shall be deemed
converted into 55.514574 shares of Common Stock and shall participate pari passu
with the Common Stock of the Company in the proceeds available to the Company’s
shareholders upon the liquidation, dissolution, or winding up of the
Company.”




IN WITNESS WHEREOF, MEDIANET GROUP
TECHNOLOGIES, INC. has caused this Certificate of Amendment to be duly executed
by its duly authorized officer or representative this 24th day of May,
2010.




MEDIANET
      GROUP TECHNOLOGIES, INC.By:Name:Title: