EXHIBIT 3.6 Certificate of Designation, Preference and Rights of Convertible Preferred Stock
 dated January 9, 2006 CERTIFICATE OF DESIGNATION,PREFERENCES AND RIGHTS of CONVERTIBLE PREFERRED STOCK of SONGZAI INTERNATIONAL HOLDING GROUP, INC. (Pursuant to Section 78.1955 of the Nevada Revised Statutes) Songzai International Holding Group, Inc., a corporation organized and existing under the laws of the State of Nevada (the Corporation),
hereby certifies that the Board of Directors of the Corporation (the Board of Directors or the Board), pursuant to authority of the Board of Directors as required by Section 78.1955 of the Nevada Revised Statutes (NRS), and in accordance
with the provisions of its Articles of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes a series of the Corporations previously authorized Preferred Stock, no par value per share (the
Preferred Stock), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof,
as follows: I. DESIGNATION AND AMOUNT The designation of this series, which consists of 400,000 shares of Preferred Stock, is the Series A Convertible Preferred Stock (the Series A Preferred Stock). II. CONVERSION A.Conversion at the Option of the Holder. Each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert (an
Optional Conversion) each of its shares of Series A Preferred Stock into one hundred (100) fully paid and nonassessable shares of Common Stock (the
Conversion Rate);provided, however,that any Optional Conversion must involve the issuance
of at least 100,000 shares of Common Stock. B.Mechanics of Conversion. In order to effect an Optional Conversion, a holder shall: (i) fax (or otherwise deliver) a copy of a fully executed
Notice of Conversion to the Corporation (Attention: Secretary) and (ii) surrender or cause to be surrendered the original certificates representing the Series A Preferred Stock being converted (the Preferred
Stock Certificates), duly endorsed, along with a copy of the Notice of Conversion as soon as practicable thereafter to the Corporation. Upon receipt by the Corporation of a facsimile copy of a Notice of
Conversion from a holder, the Corporation shall promptly send, via facsimile, a confirmation to such holder stating that the Notice of Conversion has been received, the date upon which the Corporation expects to  deliver the Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Corporation regarding the conversion. The Corporation shall not be obligated to issue shares of Common Stock upon a conversion unless either the Preferred Stock
Certificates are delivered to the Corporation as provided above, or the holder notifies the Corporation that such Preferred Stock Certificates have been lost, stolen or destroyed and delivers the documentation to the Corporation required by Article
VII.B hereof.
(i)Delivery of Common Stock Upon Conversion.Upon the surrender of Preferred Stock Certificates accompanied by a Notice of Conversion, the
Corporation (itself, or through its transfer agent) shall, no later than the later of (a) the fifth business day (business day means any day, other than a Saturday
or Sunday or a day on which banking institutions in the State of California are authorized or obligated by law, regulation or executive order to close) following the Conversion Date (Conversion
Date means the date specified in the notice of conversion in the form attached hereto (the Notice of Conversion), so long
as a copy of the Notice of Conversion is faxed (or delivered by other means resulting in notice) to the Corporation before 11:59 p.m., Pacific Standard Time, on the Conversion Date indicated in the Notice of Conversion;provided, however, that if the Notice of Conversion is not so faxed or otherwise delivered before such time, then the Conversion Date shall be the date the holder faxes or otherwise delivers the
Notice of Conversion to the Corporation.) and (b) the business day following the date of such surrender (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article VII.B) (the Delivery Period), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the holder or its nominee (x) that number of shares of
Common Stock issuable upon conversion of such shares of Series A Preferred Stock being converted and (y) a certificate representing the number of shares of Series A Preferred Stock not being converted, if any. Notwithstanding the foregoing, if the
Corporations transfer agent is participating in the Depository Trust Company (DTC) Fast Automated Securities Transfer program, and so long as the certificates
therefor do not bear a legend and the holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its transfer agent to promptly electronically transmit the Common Stock issuable
upon conversion to the holder by crediting the account of the holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (DTC Transfer).
If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the holder physical certificates representing the Common Stock issuable upon conversion. Further, a holder may instruct the Corporation to deliver to the holder physical
certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

(ii)Taxes. The Corporation shall pay any and all taxes that may be imposed upon it with respect to the issuance and delivery of the shares of Common
Stock upon the conversion of the Series A Preferred Stock.
(iii)No Fractional Shares.If any conversion of Series A Preferred Stock would result in the issuance of a fractional share of Common Stock
(aggregating all shares of Series A Preferred Stock being converted pursuant to a given Notice of Conversion), such fractional share shall be payable in cash based upon the ten day average Closing Sales Priceof the Common Stock at such time, and the
number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall be the next lower whole number of shares. If the Corporation elects not to, or is unable to, make such a cash payment, the holder shall be entitled to
receive, in lieu of the final fraction of a share, one whole share of Common Stock.
(iv)Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of
Common Stock in accordance with subparagraph (i) above as are not disputed. If such dispute involves the calculation of the Conversion Price, and such dispute is not promptly resolved by discussion between the relevant holder and the Corporation,
the Corporation shall submit the disputed calculations to an independent outside accountant via facsimile within three business days of receipt of the Notice of Conversion. The accountant, at the Corporations sole expense, shall promptly audit
the calculations and notify the Corporation and the holder of the results no later than three business days from the date it receives the disputed calculations. The accountants calculation shall be deemed conclusive, absent manifest error. The
Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.
C.Mandatory Conversion.
(i)         If all of the Required Conditions (as defined herein) are satisfied, then, at the option of the Corporation exercisable at any time the Required Conditions are satisfied, by the delivery of written notice (the
Mandatory Conversion Notice) to the holders of the Series A Preferred Stock, delivered at least thirty (30) days prior to the Conversion Date stated in such
Mandatory Conversion Notice, the holders of the Series A Preferred Stock shall convert all (but not less than all) shares of Series A Preferred Stock held by them into a number of fully paid and nonassessable shares of Common Stock determined in
accordance with the formula set forth in Paragraph A of this Article II (a Mandatory Conversion). Thereafter, the Corporation and the holders shall follow the
applicable conversion procedures set forth in Article II.B (including the requirement that the Holder deliver the Preferred Stock Certificates representing the Series A Preferred Stock being converted to the Corporation);provided,however, the holders of Series A Preferred Stock subject to Mandatory Conversion shall not be required to deliver a
Notice of Conversion to the Corporation. The Corporation shall be entitled to deliver no more than two Mandatory Conversion Notices to the holders of the Series A Preferred Stock pursuant to this Article II.C(i). Nothing set forth in this Article
II.C shall prevent any holder of Series A Preferred Stock from exercising its right to Optional Conversion within the thirty day period following the receipt of a Mandatory Conversion Notice.
(ii)         The Required Conditions shall consist of the following:
(a)         any consolidation or merger of the Corporation with any other entity;

(b)         any sale or transfer of all or substantially all of the assets of the Corporation;
(c)         any sale or transfer of all or substantially all of the stock of the Corporation; or
(d)         any share exchange or other transaction pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property.
III. RESERVATION OF SHARES OF COMMON STOCK
On or prior to the Issuance Date, the Corporation shall reserve 40,000,000 shares of its authorized but unissued shares of Common Stock for issuance upon conversion of the Series A Preferred Stock, and, thereafter, the
number of authorized but unissued shares of Common Stock so reserved (the Reserved Amount) shall at all times be sufficient to provide for the full conversion of
all of the Series A Preferred Stock outstanding at the then current Conversion Rate thereof.
IV. ADJUSTMENTS TO THE CONVERSION RATE
The Conversion Rate shall be subject to adjustment from time to time as follows:
A.Stock Splits, Stock Dividends, Etc.If, at any time on or after the Issuance Date, the number of outstanding shares of Common Stock is increased by
a stock split, stock dividend, combination, reclassification or other similar event, the Conversion Rate shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination,
reclassification or other similar event, the Conversion Rate shall be proportionately increased. In such event, the Corporation shall notify the Corporations transfer agent of such change on or before the effective date thereof.
B.Distributions. If, at any time after the Issuance Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire
its assets) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise (including any dividend or distribution to the Corporations stockholders in cash or shares (or rights to acquire shares) of
capital stock of a subsidiary (i.e.,a spin-off)) (a Distribution), then the holders of
Series A Preferred Stock shall be entitled, upon any conversion of shares of Series A Preferred Stock after the date of record for determining stockholders entitled to such Distribution (or if no such record is taken, the date on which such
Distribution is declared or made), to receive the amount of such assets that would have been payable to the holder with respect to the shares of Common Stock issuable upon such conversion had such holder been the holder of such shares of Common
Stock on the record date for the determination of stockholders entitled to such Distribution (or if no such record is taken, the date on which such Distribution is declared or made).

V. VOTING RIGHTS
The holders of the Series A Preferred Stock shall have no voting power whatsoever, except as otherwise provided by the NRS.
Notwithstanding the above, the Corporation shall provide each holder of Series A Preferred Stock with prior notification of any meeting of the stockholders (and copies of proxy materials and other information sent to
stockholders). If the Corporation takes a record of its stockholders for the purpose of determining stockholders entitled to (i) receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire
(including by way of merger, consolidation or recapitalization) any share of any class or any other securities or property, or to receive any other right, or (ii) to vote in connection with any proposed sale, lease or conveyance of all or
substantially all of the assets of the Corporation, or any proposed merger, consolidation, liquidation, dissolution or winding up of the Corporation, the Corporation shall mail a notice to each holder of Series A Preferred Stock, at least 15 days
prior to the record date specified therein (or 45 days prior to the consummation of the transaction or event, whichever is earlier, but in no event earlier than public announcement of such proposed transaction), of the date on which any such record
is to be taken for the purpose of such vote, dividend, distribution, right or other event, and a brief statement regarding the amount and character of such vote, dividend, distribution, right or other event to the extent known at such time.
To the extent that under the NRS the vote of the holders of the Series A Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Corporation, the affirmative
vote or consent of the holders of at least a majority of the then outstanding shares of the Series A Preferred Stock represented at a duly held meeting at which a quorum is present or by written consent of the holders of a majority of the then
outstanding shares of Series A Preferred Stock (except as otherwise may be required under the NRS) shall constitute the approval of such action by the class. To the extent that under the NRS holders of the Series A Preferred Stock are entitled to
vote on a matter with holders of Common Stock, voting together as one class, each share of Series A Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which it is then convertible using the
record date for the taking of such vote of stockholders as the date as of which the Conversion Price is calculated.
VI. PROTECTION PROVISIONS
So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval
(by vote or written consent, as provided by the NRS) of the holders of a majority of the then outstanding shares of Series A Preferred Stock:
(i) alter or change the rights, preferences or privileges of the Series A Preferred Stock, or increase the authorized number of shares of Series A Preferred Stock;
(ii) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series A Preferred Stock;
(iii) enter into any agreement, commitment, understanding or other arrangement to take any of the foregoing actions; or

(iv) cause or authorize any subsidiary of the Corporation to engage in any of the foregoing actions.
Notwithstanding the foregoing,no change pursuant to this Article VI shall be effective to the extent that, by its terms, it applies to less than all
of the holders of shares of Series A Preferred Stock then outstanding.

VII. MISCELLANEOUS
A.Cancellation of Series A Preferred Stock. If any shares of Series A Preferred Stock are converted pursuant to Article II or redeemed or repurchased
by the Corporation, the shares so converted or redeemed shall be canceled, shall return to the status of authorized, but unissued Preferred Stock of no designated series, and shall not be issuable by the Corporation as Series A Preferred Stock.
B.Lost or Stolen Certificates. Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock
Certificate(s) and (ii) (y) in the case of loss, theft or destruction, indemnity (without any bond or other security) reasonably satisfactory to the Corporation, or (z) in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for
cancellation), the Corporation shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s)
if the holder contemporaneously requests the Corporation to convert such Series A Preferred Stock.
C.Status as Stockholder. Upon submission of a Notice of Conversion by a holder of Series A Preferred Stock, (i) the shares covered thereby shall be
deemed converted into shares of Common Stock and (ii) the holders rights as a holder of such converted shares of Series A Preferred Stock shall cease and terminate, excepting only the right to receive certificates for such shares of Common
Stock and to any remedies provided herein or otherwise available at law or in equity to such holder because of a failure by the Corporation to comply with the terms of this Certificate of Designation. In all cases, the holder shall retain all of its
rights and remedies for the Corporations failure to convert Series A Preferred Stock.
D.Remedies Cumulative. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available
under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a holders right to pursue actual damages for any failure by the Corporation
to comply with the terms of this Certificate of Designation. The Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of Series A Preferred Stock and that the remedy at law for any such
breach may be inadequate. The Corporation therefore agrees, in the event of any such breach or threatened breach, that the holders of Series A Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.
E.Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the
holders of Series A Preferred Stock granted hereunder may be waived as to all shares of Series A Preferred Stock (and the holders thereof) upon the written consent of the holders of a majority of the then outstanding shares of Series A Preferred
Stock, unless a higher percentage is required by applicable law, in which case the written consent of the holders of not less than such higher percentage of shares of Series A Preferred Stock shall be required.
F.Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt
requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered
personally or by nationally recognized overnight carrier

or confirmed facsimile transmission, in each case addressed to a party. The addresses for such communications are (i) if to the Corporation to Songzai International Holding Group, Inc., at 20337 Rimview Place, Walnut, California 91789, Telephone:
(909) 468-2840, Facsimile: (909) 839-2780, Attention: Hong Jun Li, President, and (ii) if to any holder to the address set forth in the records of the Corporations stock transfer agent, or such other address as may be designated in writing
hereafter, in the same manner, by such person.
IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation this 4thday
of January, 2006.
SONGZAI INTERNATIONAL HOLDING GROUP, INC.By:
/s/ Hong Jun LiName:
Hong Jun LiTitle:
President