Exhibit 3.3
                           CERTIFICATE OF DESIGNATION

                                       of

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       of

                        MILLENNIUM NATIONAL EVENTS, INC.

                       Pursuant to Section 78.195 of the
                    Revised Statutes of the State of Nevada

     MILLENNIUM  NATIONAL  EVENTS.  INC.,  a  corporation organized and existing
under  the  laws of the State of Nevada (the "Corporation"), does hereby certify
that,  pursuant to the authority conferred on its board of directors (the "Board
of  Directors")  by  its  articles  of  incorporation  (the  "Articles  of
Incorporation"),  as  amended,  and  in  accordance  with  Section 78.195 of the
Revised  Statutes of the State of Nevada ("NRS"), the Board of Directors (or, as
to  certain matters allowed by law, a duly authorized committee thereof) adopted
the  following resolution establishing a series of 5,000,00) shares of Preferred
Stock  of  the Corporation designated as "Series A Convertible Preferred Stock."

RESOLVED,  that pursuant to the authority conferred on the Board of Directors of
this  Corporation (the "Corporation") by the Articles of Incorporation, a series
of  Preferred  Stock,  $.001  par  value,  of  the  Corporation be and hereby is
established  and  created, and that the designation and number of shares thereof
and  the  voting  and  other  powers,  preferences  and relative, participating,
optional  or  other  rights of the shares of such series and the qualifications,
limitations  and  restrictions  thereof  are  as  follows:

CONVERTIBLE  PREFERRED  STOCK

     1.  Designation  and  Amount.  There  shall  be a series of Preferred Stock
designated  as  "Series A Convertible Preferred Stock," and the number of shares
constituting  such  series shall be 5,000,000. Such series is referred to herein
as  the  "Convertible  Preferred  Stock."

     2.  Stated  Capital.  The amount to be represented in stated capital at all
times  for  each  share  of  Convertible  Preferred  Stock  shall  be  $.001.

     3. Rank. All shares of Convertible Preferred Stock all rank prior to all of
the  Corporation's Common Stock, par value $.001 per share (the "Common Stock"},
now or hereafter issued, both as to payment of dividends and as to distributions
of  assets  upon  liquidation,  dissolution  or  winding  up of the Corporation,
whether  voluntary  or  involuntary.

     4.  Dividends.  If  any  dividend  or  other  distribution payable in cash,
securities  or  other property. including a dividend payable in shares of Common
Stock,  is  declared  on  the Common Stock, each holder of shares of Convertible
Preferred  Stock  on  the record date for such dividend or distribution shall be
entitled  to  receive on the date of payment or distribution of such dividend or
other distribution the same cash, securities or other property which such holder
would  have received on such record date if such holder was the holder of record
of  the number (including any fraction) of shares of Common Stock into which the
shares  of  Convertible  Preferred  Stock  then  held  by  such  holder are then
convertible.  No dividend or other distribution shall be declared or paid on the
Common  Stock unless an equivalent dividend or other distribution that satisfies
this  Section  4  is  declared  or  paid  on  the  Convertible  Preferred Stock.

     5.  No Liquidation Preference. In the event of any voluntary or involuntary
liquidation,

<PAGE>
dissolution, or winding-up of the Corporation, after distribution in full of the
preferential  amounts, if any, to be distributed to the holders of shares of any
series  of preferred stock, having a priority on liquidation superior to that of
the  Convertible Preferred Stock, the holders of shares of Convertible Preferred
Stock  shall  he  entitled  to  participate  with the Common Stock in all of the
remaining  assets  of  the  Corporation  available  for  distribution  to  its
stockholders,  ratably  with  the  holders  of Common Stock in proportion to the
number  of  shares  of  Common  Stock  held by them, assuming for each holder of
Convertible  Preferred  Stock on the record date for such distribution that each
holder was the holder of record of the number (including any fraction) of shares
of  Common  Stock into which the shares of Convertible Preferred Stock then held
by  such  holder are then convertible. A liquidation, dissolution, or winding-up
of  the  Corporation,  as  such  terms  are used in this Section 5, shall not be
deemed  to  be occasioned by or to include any merger of the Corporation with or
into  one or more corporations or other entities, any acquisition or exchange of
the  outstanding, shares of one or more classes or series of the Corporation, or
any  sale,  lease, exchange, or other disposition of all or a part of the assets
of  the  Corporation.

     6.  Voting  Right.  Except  as  otherwise  required  by  law, each share of
outstanding Series A Preferred Stock shall entitle the holder thereof to vote on
each  matter  submitted  to a vote of the stockholders of the Corporation and to
have  the number of votes equal to 500 times the number (including any fraction)
of  shares  of Common Stock into which such share of Series A Preferred Stock is
then  convertible  pursuant  to the provisions hereof at the record date for the
determination  of  shareholders  entitled to vote on such matters or, if no such
record  date  is  established,  at  the  date  such vote is taken or any written
consent  of  stockholders becomes effective. Except as otherwise required by law
or  by  this  Certificate,  the  holders  or shares of Common Stock and Series A
Preferred  Stock  shall  vote  together  and  not  as  separate  classes.

     7.  No  Redemption.  The  shares  of  Convertible  Preferred  Stock are not
redeemable.

     8.  Conversion  Provisions.

     (a)  Conversion at Option of Holders. Provided that, and only to the extent
that,  the  Corporation  has  a  sufficient  number  of shares of authorized but
unissued  and  unreserved  Common Stock available to issue upon conversion, each
share  of  Convertible Preferred Stock shall be convertible at the option of the
holder  thereof, at any time prior to the close of business on the date fixed by
the  Corporation  for redemption or conversion of such share as herein provided,
into  fully  paid  and  nonassessable  shares  of  Common  Stock  and such other
securities  and  property  as  hereinafter provided, initially at the rate of 50
shares  of  Common  Stock  for  each  full share of Convertible Preferred Stock.

     For the purpose of this Certificate of Designation, the term "Common Stock"
shall  initially mean the class designated as Common Stock, par value $.00 l per
share,  of  the  Corporation  as  of  February19,1997,  subject to adjustment as
hereinafter  provided.

     (b)  Mandatory Conversion. Upon the occurrence of a Recapitalization Event,
each  outstanding  share  of  Series  A  Preferred  Stock shall automatically be
converted,  without cost, on the terms set forth in this Section into the number
of  fully  paid  and  non-assessable  shares of Common Stock as specified by the
Conversion  Ratio  that  is  in  effect  at  the  time  of  conversion.  A
"Recapitalization  Event" shall be deemed to occur upon either (i) effectiveness
of  a  filing  in  the office of the Secretary of State of Nevada, or such other
state  in  which  the  Corporation  is legally domiciled, of an amendment to (or
amendment  and  restatement  of)  the Articles of Incorporation or other charter
document  of  the  Corporation that increases the number of authorized shares of
Common  Stock  to  a  sufficient  number  (after  taking into account all shares
reserved  for issuance by the Board of Directors) so as to enable the conversion
of  all outstanding shares of Series A Preferred Stock into such number of fully
paid  and  non-assessable  shares of Common Stock as specified by the Conversion
Ratio  then  in  effect,  (ii)  a  change  in the number of authorized shares of
capital  stock  that  the  Corporation  is  authorized  to  issue  by any means,
including  merger  for  the  purpose  of  a

<PAGE>
change of corporate domicile, or (iii) the effective date of any other corporate
action  that  enables  the  conversion  of  all  outstanding  shares of Series A
Preferred  Stock  into  such  number  of fully paid and non-assessable shares of
Common  Stock  as  specified  by  the  Conversion  Ratio  then  in  effect.


     (c)  Mechanics  of  Conversion,

     (i)  Optional  Conversion.  Any  holder  of shares of Convertible Preferred
Stock  desiring  to  convert.  such shares into Common Stock shall surrender the
certificate  or  certificates  for such shares of Convertible Preferred Stock at
the  office  of  the  transfer  agent fur the Convertible Preferred Stock, which
certificate  or certificates, if the Corporation shall so require, shall be duly
endorsed to the Corporation or in blank, or accompanied by proper instruments of
transfer  to  the  Corporation  or  in blank, accompanied by irrevocable written
notice  to  the  Corporation that the holder elects so to convert such shares of
Convertible  Preferred  Stock and specifying the name or names (with address) in
which  a  certificate  or  certificates  for  Common  Stock  are  to  be issued.

     No  adjustments  in respect of any dividend on the Common Stock issued upon
conversion  shall  be  made  upon  the  conversion  of any shares of Convertible
Preferred  Stock.

     Any  unpaid  dividends  on  shares surrendered for conversion shall be paid
upon  the  conversion  of  any  shares of Convertible Preferred Stock by issuing
additional  shares  of Stock with an aggregate value (as defined below) equal to
all  accrued  and  unpaid dividends on the shares of Convertible Preferred Stock
converted.

     The  Corporation  will,  as  soon  as  practicable  after  such  deposit of
certificates  for  Convertible Preferred Stock accompanied by the written notice
and,  compliance  with  any  other  conditions  herein contained, deliver at the
office  of  the  transfer  agent  to the person for whose account such shares or
Convertible  Preferred Stock were so surrendered, or to his nominee or nominees,
certificates  for the number of full shares of Common Stock to which he shall be
entitled  as  aforesaid,  together  with  a cash adjustment of any fraction of a
share  as  hereinafter  provided.  Subject  to  the following provisions of this
paragraph,  such  conversion shall he deemed to have been made as of the date of
such surrender of the shares of Convertible Preferred Stock to be converted, and
the  person  or  person  entitled  to  receive the Common Stock deliverable upon
conversion of such Convertible Preferred Stock shall he treated for all purposes
as  the  record  holder  or holders of such Common Stock on such date; provided,
however,  that  the  Corporation  shall not be required to convert any shares of
Convertible  Preferred  Stock  while the stock transfer books of the Corporation
are closed for any purpose, but the surrender of Convertible Preferred Stock for
conversion  during  any  period  while  such  books  are  so closed shall become
effective  for conversion immediately upon the reopening of such books as if the
surrender  had been made on the date of such reopening, and the conversion shall
be  at  the  conversion  rate  in  effect  on  such  date.

     (ii)  Mandatory  Conversion.  The  Corporation shall give written notice to
each  holder  of  a share of Series A Preferred Stock within ten (10) days after
the  effectiveness of a Recapitalization Event. Following the conversion of such
shares,  each  holder  of  shares  so  converted  may  surrender the certificate
therefore  at the office of the Corporation or any transfer agent for the Series
A  Preferred Stock. Upon such surrender, the Corporation shall issue and deliver
to  each  holder a certificate or certificates for the number of whole shares of
Common  Stock to which such holder is entitled. In lieu of any fractional shares
to  which the holder would otherwise be entitled, the Corporation shall the next
highest  whole  number  of  shares  of  Common  Stock.

     The  conversion  of  shares  of Series A Preferred Stock shall he effective

<PAGE>
simultaneously  with  the  effectiveness of a Recapitalization Event, whether or
not  the certificates representing such shares of Series A Preferred Stock shall
have  been  surrendered  or  new  certificates representing the shares of Common
Stock  into which such shares have been converted shall have been issued and the
person  or  persons entitled to receive the shares of Common Stock issuable upon
such  conversion  shall  be  treated  for  all  purposes as the record holder or
holders  of  such  shares  of  Common  Stock  on  such  date.  Any  dividends or
distributions  declared  but  unpaid  on  the Common Stock to which the Series A
Preferred  Stock  is  entitled pursuant to Section 6 above, shall be paid on the
payment  date  thereof.

     (d)  Changes  in  Conversion  Rate.  The  Corporation from time to time may
increase  the conversion rate by any amount for any period of time if the period
is  at  least  20  days  and  if  the  increase is irrevocable during the period
whenever  the  conversion  rate  is  so increased, the Corporation shall mail to
holders of record of the Convertible Preferred Stock a notice of the increase at
least  15  days  before the date the increased conversion rate takes effect, and
such  notice shall state the increased conversion rate and the period it will be
in  effect.

     The Corporation may make such increases in the conversion rate, in addition
to those required or allowed by this Section 8, as shall he determined by it, as
evidenced by a resolution of the Board of Directors, to be advisable in order to
avoid  or  diminish any income tax to holders of Common Stock resulting from any
dividend  or distribution of stock or issuance of rights or warrants to purchase
or  subscribe  for  stock  or  from  any  event  treated  as such for income tax
purposes.

     9,  Protective  Provisions.

     (a)  Reservation  of  Shares; Transfer Taxes: Etc. The Corporation shall at
all  times  serve  and keep available, out of its authorized and unissued stock,
solely  for the purpose of effecting the conversion of the Convertible Preferred
Stock,  such  number  of shares of its Common Stock free of preemptive rights as
shall  from time to time be sufficient to effect the conversion of all shares of
Convertible Preferred Stock from time to time outstanding. The Corporation shall
from  time to time, in accordance with the laws of the State of Nevada, increase
the  authorized  number  of  shares of Common Stock if at any time the number of
shares  of  Common  Stock  not outstanding shall not be sufficient to permit the
conversion  fall  the  then  outstanding  shares of Convertible Preferred Stock,

     If  any  shares  of  Common  Stock  required to be reserved for purposes of
conversion  of  the  Convertible  Preferred Stock hereunder require registration
with  or  approval  of any governmental authority under any Federal or State law
before  such  shares may be issued upon conversion, the Corporation will in good
faith  and as expeditiously as possible endeavor to cause such shares to be duly
registered or approved, as the case may be. If the Common Stock is listed on the
New  York  Stock  Exchange  or  any  other  national  securities  exchange,  the
Corporation  will,  if  permitted  by  the rules of such exchange, list and keep
listed  on such exchange, upon official notice of issuance, all shares of Common
Stock  issuable  upon  conversion  of  the  Convertible  Preferred  Stock.

     The  Corporation  will  pay  any  and  all issue or other taxes that may be
payable  in  respect  of  any  issue  or  delivery  of shares of Common Stock on
conversion  of  the  Convertible  Preferred  Stock,  The  Corporation shall not,
however,  he  required  to  pay  any  tax which may be payable in respect of any
transfer  involved in the issue or delivery of Common Stock (or other securities
or  assets)  in a name other than that which the shares of Convertible Preferred
Stock  so converted were registered, and no such issue or delivery shall be made
unless  and  until  the person requesting such issue has paid to the Corporation
the  amount  of  such  tax  or  has  established,  to  the  satisfaction  of the
Corporation,  that  such  tax  has  been  paid.

     Prior  Notice  of  Certain  Events.  In  case:

     (i)  The  Corporation  shall  (I)  declare  any  dividend  (or  any  other
distribution  I  on  its  Common

<PAGE>

     Stock, other than (A) a dividend payable in shares of Common Stock or (B) a
dividend  payable in cash out of its retained earnings other than any special or
non  recurring  or  other  extraordinary  dividend or (2) declare or authorize a
redemption  or  repurchase of in excess of 10% of the than-outstanding shares of
Common  Stock;  or

     (ii)  the Corporation shall authorize the granting to the holders of Common
Stock  of rights or warrants to subscribe for or purchase any shares or stock of
any class or if any other rights or warrants (other than any rights specified in
paragraph  (c)(i)(1)(B)  of  this  Section  RI;  or

     (iii)  of any reclassification of Common Stock (other than a subdivision or
combination  of  the outstanding Common Stock, or a change in par value, or from
par  value  to  no  par  value,  or  from  no par value to par value), or if any
consolidation  or  merger  to  which  the  Corporation  is a party and for which
approval  of  any  stockholders  of the Corporation shall he required, or of the
sale or transfer or all or substantially all of the assets of the Corporation or
of  any  compulsory  share  exchange  whereby the Common Stock is converted into
other  securities,  cash  or  other  property;  or

     (iv) of the voluntary or involuntary dissolution, liquidation or winding up
of  the  Corporation;  then  the  Corporation  shall  cause to be filed with the
transfer agent for the Convertible Preferred Stock, and shall cause to be mailed
to  the  holders  of  record  of  the Convertible Preferred Stock, at their last
address  as  they shall appear upon the stock transfer hooks of the Corporation,
at  least  15  days prior to the applicable record date hereinafter specified, a
notice  stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption or granting of rights or warrants or, if
a  record is not to be taken, the date as a which the holders of Common Stock of
record  to  be  entitled  to  such dividend, distribution. redemption, rights or
warrants  are  to be determined, or (y) the date on which such reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding  up  is expected to become effective, and the date as of which it is
expected  that  holders  of Common Stock of record shall be entitled to exchange
their  shares  of Common Stock for securities or other property deliverable upon
such  reclassification,  consolidation,  merger, sale, transfer, share exchange,
dissolution,  liquidation  or  winding up (but no failure to mail such notice or
any  defect  therein  or in the mailing thereof shall affect the validity of the
corporate  action  required  to  be  specified  in  such  notice).

     (c)  Class  Voting  Rights.  So  long as the Convertible Preferred Stock is
outstanding.  the Corporation shall not, without the affirmative vote or consent
of  the  holders of at least a majority of all outstanding Convertible Preferred
Stock  voting  separately  as  a class, (i) Amend, alter or repeal (by merger or
otherwise)  any provision of the Articles of Incorporation or the By-Laws of the
Corporation,  as  amended,  so  as  adversely  to  affect  the  relative rights,
preferences,  qualifications,  limitations  or  restrictions  of the Convertible
Preferred  Stock, (ii) authorize or issue. or increase the authorized amount of,
any  additional class or series of stock, or any security convertible into stock
of  such  class  or  series, ranking prior to the Convertible Preferred Stock in
respect  of the payment of dividends or upon liquidation, dissolution or winding
up  of  the  Corporation or (iii) effect any reclassification of the Convertible
Preferred  Stock.  A  class  vote on the part of the Convertible Preferred Stock
shall,  without limitation, specifically not be deemed to be required (except as
otherwise required by law or resolution of the Corporation's Board of Directors)
in  connection  with;  (a)  the  authorization,  issuance  or  increase  in  the
authorized  amount  of  any  shares  of any other class or series of stock which
ranks junior to, or on a parity with, the Convertible Preferred Stock in respect
of  the  payment of dividends and distributions upon liquidation, dissolution or
winding up of the Corporation; or (b) the authorization, issuance or increase in
the  amount  of  any  bonds,  mortgages,  debentures or other obligations of the
Corporation.

<PAGE>
     The  affirmative  vote  or  consent  of  the  holders  of a majority of the
outstanding  Convertible  Preferred  Stock, voting or consenting separately as a
class,  shall  be required to (a) authorize any sale, lease or conveyance of all
or  substantially  all  of  the  assets  of  the  Corporation.

     or  (b)  approve  any merger, consolidation or compulsory share exchange of
the  Corporation  with  or  into  any  other person unless (i) the terms of such
merger,  consolidation  or compulsory share exchange do not provide for a change
in  the  terms  of  the  Convertible  Preferred  Stock  and (ii) the Convertible
Preferred  Stock  is.  after  such  merger,  consolidation  or  compulsory share
exchange on a parity with Or prior to any other class or series of capital stock
authorized  by  the  surviving corporation as to dividends and upon Liquidation,
dissolution  or  winding  up  other  than  any  class  or series of stock of the
Corporation  prior  to  the Convertible Preferred Stock as may have been created
with  the  affirmative vote or consent of the holders of at least 66-2/3% of the
Convertible  Preferred  Stock  (or  other than a class or series into which such
prior  stock  is  converted  as  a result of such merger, consolidation or share
exchange).

     10.  Outstanding  Shares.  For purposes of this Certificate of Designation,
all shares of Convertible Preferred Stock shall be deemed outstanding except (i)
from  the  date  of surrender of certificates representing shares of Convertible
Preferred Stock. all shares of Convertible Preferred Stock converted into Common
Stock-,  (ii)  the effective date of a Recapitalization Event defined in Section
8(b),  and  (iii)  from  the  date  of  registration  of transfer, all shares of
Convertible  Preferred Stock held of record by the Corporation or any subsidiary
of  the  Corporation.

     11. Securities Not Registered Under the Securities Act of 1933. Neither the
shares  of  Convertible  Preferred  Stock  nor  the  Common  Stock issuable upon
conversion  thereof  has been registered under the Securities Act of 1933 or the
laws  of  any state of the United States and may not be transferred without Ruth
registration  or  an  exemption  from  registration.

     (a)  Restrictive  Legends.  Each  share  of Convertible Preferred Stock and
certificate  for  Common  Stock  issued  upon  the  conversion  of any shares of
Convertible  Preferred  Stock,  and each preferred stock certificate issued upon
the  transfer  of any such shares of Convertible Preferred Stock or Common Stock
(except  as  otherwise  permitted  by  this  Section  11  ), shall he stamped or
otherwise  imprinted  with  a  legend  in substantially the following form: "The
securities  represented hereby have not been registered under the Securities Act
of  1933.  Such securities may not be sold or transferred in the absence of such
registration  or  an  exemption  therefrom  under  said  Act."

     (b) Notice of Proposed Transfer; Opinions of Counsel. Except as provided in
paragraph  (c)  of this Section I I, prior to any transfer of any such shares of
Convertible  Preferred  Stock,  or  Common  Stock,  the holder thereof-will give
written  notice  to  the  Corporation  of such holder's intention to effect such
transfer  and  to  comply  in all other respects with this Section II. Each such
notice  (A) shall describe the manner and circumstances of the proposed transfer
in sufficient detail to enable counsel to render the opinions referred to below,
and  (B)  shall  designate counsel for the holder giving such notice (who may he
house counsel for such holder). The holder giving such notice will submit a copy
thereof  to  the  counsel  designated  in  such  notice and the Corporation will
promptly  submit  a  copy  thereof  to its counsel, and the following provisions
shall  apply:

     (i)  If  in  the opinion of each such counsel the proposed transfer of such
shares  of  Convertible  Preferred Stock or Common Stock may be effected without
registration  under  the  Act,  the  Corporation will promptly notify the holder
thereof  and  such holder shall thereupon be entitled to transfer such shares of
Convertible  Preferred Stock or Common Stock in accordance with the terms of the
notice  delivered  by  such holder to the Corporation. Each share of Convertible
Preferred  Stock  or certificate, if any, issued upon or in connection with such
transfer  shall  bear  the appropriate restrictive legend set forth in paragraph
(a)  of-this  Section II, unless in the opinion of each such counsel such legend
is  no  longer  required  to  insure  compliance with the Act. If for any reason
counsel  for  the

<PAGE>
Corporation  (after  having  been  furnished with the information required to be
furnished  by  this  paragraph  (b))  shall  fail  to  deliver an opinion of the
Corporation,  or  the  Corporation  shall  lad  to notify such holder thereof as
aforesaid, within 20 days alter counsel for such holder shall have delivered its
opinion  to  such holder (with a copy to the Corporation), then for all purposes
of  this  Certificate  of Designation the opinion of counsel for the Corporation
shall  be  deemed  to  be  the  same  as the opinion of counsel for such holder.

     (ii)  If  in  the  opinion  of  either or both of such counsel the proposed
transfer  of  such shares of Convertible Preferred Stock or Common Stock may not
be effected without registration under the Act, the Corporation will promptly so
notify  the  holder  thereof and thereafter such holder shall not be entitled to
transfer such share of Convertible Preferred Stock or Common Stock until receipt
of a further notice from the Corporation under subparagraph (i) above or, in the
case  of Common Stock, until registration of such Common stock under the Act has
become  effective.

     12.  Preemptive  Rights.  The  Convertible Preferred is not entitled to any
preemptive  or  subscription  rights  in  respect  of  any  securities  of  the
Corporation.

     13.  Severability  of  Provisions. Whenever possible, each provision hereof
shall  be  interpreted in a manner as to be effective and valid under applicable
law,  but  if  any provision hereof is held to be prohibited by or invalid under
applicable  law,  such  provision  shall  he ineffective only the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the  remaining  provisions  hereof.  If a court of competent jurisdiction should
determine  that  a provision hereof would be valid or enforceable if a period of
time  were  extended  or  shortened or a particular percentage were increased or
decreased,  then such court may make such change as shall be necessary to render
the  provision  in  question  effective  and  valid  under  applicable  law.


<PAGE>

     IN  WITNESS  WHEREOF,  MILLENNIUM  NATIONAL  EVENTS,  INC.  has caused this
certificate to be signed by its President, and its corporate seal to be hereunto
affixed  and  attested  by  its  Secretary,  as  of  the  7,  day  of May, 2007.

Mark  Smith
President