EXHIBIT
      A








DESIGNATION
      OF CLASS OR SERIES OF STOCK


Tactical
      Air Defense Services, Inc.


A
      Nevada
      Corporation





COMMON
      STOCK:




Each
      holder of our common stock is entitled to one vote per share in the election
      of
      directors and on all other matters submitted to the vote of shareholders. No
      holder of our common stock may cumulate votes in voting for our
      directors.




Subject
      to the rights of the holders of any our preferred stock that may be outstanding
      from time to time, each share of our common stock will have an equal and ratable
      right to receive dividends as may be declared by our board of directors out
      of
      funds legally available for the payment of dividends, and, in the event of
      liquidation, dissolution or winding up of our corporation, will be entitled
      to
      share equally and ratably in the assets available for distribution to our
      shareholders. No holder of our common stock will have any preemptive right
      to
      subscribe for any our securities.




Our
      common stock is quoted on the NASD Over-the-Counter Bulletin Board under the
      trading symbol "TADF.OB."





PREFERRED
      STOCK:




Our
      directors are authorized by our Articles of Incorporation to issue, by
      resolution and without any action by our shareholders, up to 50,000,000 shares
      of preferred stock, par value $0.001, in one or more series, and our directors
      may establish the designations, dividend rights, dividend rate, conversion
      rights, voting rights, terms of redemption, liquidation preference, sinking
      fund
      terms and all other preferences and rights of any series of preferred stock,
      including rights that could adversely affect the voting power of the holders
      of
      our common stock.




One
      of
      the effects of undesignated preferred stock may be to enable the board of
      directors to render more difficult or to discourage an attempt to obtain control
      of us by means of a tender offer, proxy contest, merger or otherwise, and
      thereby to protect the continuity of our management. The issuance of shares
      of
      preferred stock pursuant to the board of directors' authority described above
      may adversely affect the rights of holders of common stock. For example,
      preferred stock issued by us may rank prior to the common stock as to dividend
      rights, liquidation preference or both, may have full or limited voting rights
      and may be convertible into shares of common stock. Accordingly, the issuance
      of
      shares of preferred stock may discourage bids for the common stock at a premium
      or may otherwise adversely affect the market price of the common
      stock.





On
      December 20, 2006, the Company filed a Certificate of Amendment with the
      Secretary of State of the state of Nevada. Pursuant to the certificate of
      amendment, the Articles of Incorporation were amended accordingly; "Article
      IV
      Section 4.01 The total number of shares of stock which the Corporation shall
      have authority to issue is Three Hundred and Fifty Million ( 350,000,000 ),
      of
      which Three Hundred Million ( 300,000,000 ) are common stock, par value $.001
      per share and Fifty Million ( 50,000,000 ) are preferred stock, par value $.001
      per share."





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SERIES
      A
      PREFERRED STOCK:




The
      holders of the Series A Preferred Stock are entitled to:




1.
      ELECTION RIGHTS- elect one director to the Company's board of directors.




2.
      VOTING
      RIGHTS PER SHARE- shall vote on all other matters on a 25 votes per share Common
      Stock basis.




3.
      RANK-
      The Series A Preferred Stock shall, with respect to dividend rights, rights
      on
      redemption, rights on conversion and rights on liquidation, winding up and
      dissolution, rank senior to all common stock, warrants and options to purchase
      Common Stock established by the Board or the Stockholders (all of such equity
      securities of the Corporation to which the Series A Preferred Stock ranks senior
      are collectively referred to herein as "JUNIOR STOCK").




4.
      CONVERSION- Each share of Series A Preferred Stock is initially convertible
      into
      2 shares of the Common Stock of the Company, subject to adjustment for stock
      splits, recapitalization or other reorganizations.




a)
      In
      addition, the Series A Preferred Stock have broad-based weighted average
      antidilution protection that will cause the conversion price to adjust downward
      in the event that the Company issues shares of Common Stock or securities
      convertible into Common Stock at a price of less than the conversion price
      of
      the Series A Preferred Stock then in effect.





b)
      The
      shares of Series A Preferred Stock may be converted into Common Stock at the
      option of the holder. In addition, at any time after the closing bid price
      for
      the Company's Common Stock on the NASD OTCBB or the primary United State's
      exchange on which the Common Stock is then traded exceeds $5.00 during any
      five
      consecutive trading days, the Company may, at its sole option, convert the
      Series A Preferred and any accrued but unpaid dividends into Common Shares
      at
      the then-applicable conversion price by providing written notice of such
      conversion to the holders of the Series A Preferred; provided that there is
      an
      effective registration statement under the Securities Act registering the resale
      of the Common Stock to be issued upon such conversion.





c)
      Each
      share of Series A Preferred Stock is entitled to receive a dividend of 7% per
      annum prior and in preference to the Common Stock of the Company. The dividend
      begins to accrue on January 1, 2007 and will be payable quarterly thereafter.
      The dividend is cumulative. In the event of a liquidation or acquisition of
      the
      Company, the holders of the Series A Preferred Stock will be entitled to receive
      an amount equal to any accrued and unpaid dividend prior and in preference
      to
      any distributions to the holders of the Common Stock. Thereafter, the holders
      of
      the Series A Preferred Stock will be entitled to participate in distributions
      on
      an as converted to Common Stock basis.





d)
      Shares
      of Series A Preferred may be redeemed, in whole or in part, by the Company
      out
      of funds lawfully available there for from the holders of the then outstanding
      shares of Series A Preferred on a pro rata basis, at any time by providing
      written notice to the holders of the Series A Preferred. On the redemption
      date,
      the Company shall redeem, on a pro rata basis in accordance with the number
      of
      shares of Series A Preferred owned by each holder, that number of outstanding
      shares of Series A Preferred that the Company has elected to purchase for the
      following consideration: (i) an amount equal to a price per share equal to
      the
      $4.00 plus any accrued and unpaid dividends multiplied by the number of shares
      of Series A Preferred being redeemed from such holder and (ii) the issuance
      of
      the number of shares of Common Stock equal to seventeen and one-half percent
      (17.5%) of the shares of Common Stock then issuable upon conversion of the
      shares of Series A Preferred being redeemed from such holder. A cash payment
      will be provided in lieu of any fractional shares of Common Stock that would
      otherwise be issuable at a price per share of Common Stock equal to the
      then-applicable conversion price.




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e)
      The
      conversion of Series A Preferred Stock described herein, whether it automatic
      or
      elective shall be exercised by surrendering for such purpose to the Corporation,
      at any place where the Corporation shall maintain a transfer agent for its
      Common Stock or Series A Preferred Stock, certificates representing the shares
      to be converted, duly endorsed in blank or accompanied by proper instruments
      of
      transfer, and at the time of such surrender, the person exercising such option
      to convert shall be deemed to be the holder of record of Common Stock issuable
      on such conversion, notwithstanding that the share register of the Corporation
      shall then be closed.




f)
      The
      number of shares of Common Stock into which Series A Preferred Stock may be
      converted shall be subject to adjustment from time to time in certain cases
      as
      follows:




(i)
      The
      Corporation shall be entitled to make such further adjustments as it considers
      advisable in order that any event treated for federal income tax purposes as
      a
      dividend or other distribution of stock or stock rights will not be taxable,
      so
      far as practicable, to the recipient of such dividends or
      distributions.




g)
      Whenever the amount of Common Stock deliverable upon the conversion of Series
      Stock shall be adjusted pursuant to the provisions hereof, the Corporation
      shall
      forthwith file, at its principal executive office and with any transfer agent
      or
      agents for Series A Stock and for its Common Stock, a statement stating the
      adjusted amount of its Common Stock or other securities deliverable per Series
      A
      Stock and setting forth in reasonable detail the method of calculation and
      the
      facts requiring such adjustment and upon which such calculation is based. Each
      adjustment shall remain in effect until a subsequent adjustment hereunder is
      required.




h)
      The
      Corporation shall at all times reserve and keep available, out of its authorized
      but unissued shares of Common Stock, the full number of shares of Common Stock
      deliverable upon the conversion of all the then outstanding shares of Series
      A
      Stock and shall take all such action and obtain all such permits or orders
      as
      may be necessary to enable the Corporation lawfully to issue such shares of
      Common Stock upon the conversion of shares of Series A Stock.




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




5.
      EXCLUSION OF OTHER RIGHTS- Except as herein provided or as may otherwise be
      required by law, the shares of Series A Preferred Stock shall not have any
      preferences or relative, participating, optional or other special rights other
      than those specifically set forth in this Certificate of Designation, as amended
      from time to time, of the Corporation.





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