**Exhibit
      4.1**





**YIFAN
      COMMUNICATIONS, INC.**


**CERTIFICATE
        OF DESIGNATION OF**
 **SERIES
        A CONVERTIBLE PREFERRED
        STOCK**





(a)  YIFAN
      COMMUNICATIONS, INC., a corporation organized and existing under the laws of
      the
      State of Delaware (the “ Corporation ”),
      does
      hereby certify that, pursuant to the authority conferred on the Board of
      Directors of the Corporation by the Certificate of Incorporation, as amended
      and
      restated to date (the “ Certificate
      of Incorporation ”),
      of
      the Corporation and in accordance with the Delaware General Corporation Law,
      the
      Board of Directors of the Corporation adopted the following resolution
      establishing a series of ten million (10,000,000) shares of preferred stock
      of
      the Corporation:




Ten
      Million (10,000,000) shares of the Corporation's authorized capital stock shall
      be denominated as Preferred Stock, par value of $0.008 per share. Shares of
      Preferred Stock may be issued from time to time in one or more series as the
      Board of Directors, by resolution or resolutions, may from time to time
      determine, each of said series to be distinctively designated. The voting
      powers, preferences and relative, participating, optional and other special
      rights, and the qualifications, limitations or restrictions thereof, if any,
      of
      each such series of Preferred Stock may differ from those of any and all other
      series of Preferred Stock at any time outstanding, and the Board of Directors
      is
      hereby expressly granted authority to fix or alter, by resolution or
      resolutions, the designation, number, voting powers, preferences and relative,
      participating, optional and other special rights, and the qualifications,
      limitations and restrictions thereof, of each such series of Preferred
      Stock.





(b)  Designation .
      The
      series of preferred stock established hereby shall be designated the “Series A
      Convertible Preferred Stock” and shall be referred to herein as the
“ Preferred
      Shares ”
and
      the
      authorized number of Preferred Shares shall be 100,000.




(c)  Rank .
      With
      respect to any Liquidation Event (as defined herein), the Preferred Shares
      shall
      rank prior to the Corporation’s common stock, par value $.008 per share (the
“ Common
      Stock ,”
and
      collectively with any other security of the Corporation ranking junior to the
      Preferred Shares, the “ Junior
      Securities ”).




(d)  Voting
      Rights .
      Along
      with the holders of the Common Stock, each holder of Preferred Shares shall
      have
      one vote on all matters submitted to the holders of Common Stock for each share
      of Common Stock into which such Preferred Shares would be converted if converted
      as of the date of such vote based on the Conversion Ratio (as herein defined)
      then in effect, but regardless as to whether the Preferred Shares are then
      convertible. In addition, without the affirmative vote of the holders (acting
      together as a class) of at least a majority of Preferred Shares at the time
      outstanding given in person or by proxy at any annual or special meeting, or,
      if
      permitted by law, in writing without a meeting, the Corporation shall not alter,
      change or amend the preferences or rights of the Preferred Shares.




(e)  Dividends .
      The
      Preferred Shares shall not be entitled to receive a dividend and, as long as
      any
      Preferred Shares remain outstanding, no dividends shall be declared on any
      Junior Security without the consent in writing of holders of at least a majority
      of the Preferred Shares then outstanding. Subject to the foregoing sentence,
      in
      the event the Corporation declares or pays any dividends upon the Common Stock
      (whether payable in cash, securities or other property), other than dividends
      payable solely in shares of Common Stock, the Corporation shall also declare
      and
      pay to the holders of the Preferred Shares at the same time that it declares
      and
      pays such dividends to the holders of the Common Stock, the dividends which
      would have been declared and paid with respect to the Common Stock issuable
      upon
      conversion of the Preferred Shares had all of the outstanding Preferred Shares
      been converted immediately prior to the record date for such dividend or, if
      no
      record date is fixed, the date as of which the record holders of Common Stock
      entitled to such dividends are to be determined; provided that, for purposes
      of
      determining the number of shares of Common Stock into which the Preferred Shares
      are converted, it shall be assumed that a Recapitalization Event has been
      effected.









(f)  Liquidation
      Right and Preference .
      In the
      event of the liquidation, dissolution or winding up of the Corporation, whether
      voluntary or involuntary, including for such purpose a sale, transfer or
      disposition of all or substantially all the Corporation’s assets or a merger or
      consolidation pursuant to which the holders of all the capital stock of the
      Corporation own less than 50% of all the capital stock of the Corporation
      following such transaction (a “ Liquidation
      Event ”),
      the
      holders of Preferred Shares shall be entitled to receive in cash, out of the
      assets of the Corporation, an amount per share for each outstanding Preferred
      Share equal to $.008 for each share of Common Stock into which the Preferred
      Shares are then convertible (herein, “ Liquidation
      Value ”),
      before any payments shall be made or any assets distributed to the holders
      of
      any Junior Securities. If, upon any Liquidation Event, the assets of the
      Corporation are insufficient to pay the Liquidation Value, the holders of such
      Preferred Shares shall share pro rata in any such distribution in proportion
      to
      the full amounts to which they would otherwise be respectively entitled. After
      payment of the full Liquidation Value to which each holder of Preferred Shares
      is entitled, the holders of the Preferred Shares will not be entitled to any
      further participation as such in any distribution of assets of the
      Corporation.




(g)  Conversion .




1.  Conversion
      Ratio .
      The
      Preferred Shares shall be initially convertible into Common Stock at the rate
      of
      437.70111 **** shares
      of
      Common Stock per Preferred Share converted (the “ Conversion
      Ratio ”).
      The
      shares of Common Stock issuable upon conversion of the Preferred Shares shall
      be
      referred to herein as the “ Conversion
      Shares .”
The
      Conversion Ratio shall be subject to adjustment pursuant to Sections
      8(a) and (b) .
      For the
      avoidance of doubt, a Recapitalization Event shall trigger an appropriate
      adjustment to the Conversion Ratio under Section
      8(a) and (b) .




2.  Automatic
      Conversion .
      The
      Preferred Shares shall, automatically and without further action of the holders
      thereof, convert into a number of fully paid and nonassessable shares of Common
      Stock based on the Conversion Ratio then in effect at such time that a
      Recapitalization Event becomes effective under all applicable provisions of
      the
      Delaware General Corporation Law and the Corporation’s Certificate of
      Incorporation and Bylaws. As used herein, the term “ Recapitalization
      Event ”
means
      any of the foregoing: (1) a combination of the Corporation’s Common Stock on the
      basis of at least 1-for-7, (2) a merger with the Corporation or a wholly-owned
      subsidiary of the Corporation pursuant to which each outstanding share of Common
      Stock is to be exchanged for no more than 1/7 of a share of common stock of
      the
      surviving corporation in such merger or (3) the increase in the number of
      authorized shares of Common Stock or other transaction as a result of which,
      immediately following such event, and without taking into account any other
      obligations to issue Common Stock which the Corporation has or may at such
      time
      have, there is a sufficient number of authorized but unissued shares of Common
      Stock to permit such conversion.




3.  Conversion
      Mechanics .
      At the
      effective time of the Recapitalization Event, the rights of the holder of
      Preferred Shares (other than the right to receive shares of Common Stock upon
      conversion of the Preferred Shares pursuant to the terms hereof, as such holder)
      shall cease and such holder shall be treated for all purposes as the record
      holder of the Conversion Shares. As promptly as practicable on or after the
      Recapitalization Event, the Corporation shall issue and cause to be mailed
      or
      delivered to such holder a notice stating that a Recapitalization Event has
      occurred and that the Preferred Shares have been deemed to have converted in
      accordance with paragraph (b) of this Section. The Corporation shall not be
      obligated to issue the shares of Common Stock issuable upon such conversion,
      however, unless certificates evidencing such Preferred Shares are either
      delivered to the Corporation or the holder notifies the Corporation that such
      certificates have been lost, stolen or destroyed, and executes agreements
      satisfactory to the Corporation to indemnify the Corporation from any loss
      incurred by it in connection therewith. Upon the occurrence of an automatic
      conversion of the Preferred Shares pursuant to paragraph (b) of this Section,
      the holders of the Preferred Shares shall surrender the certificates
      representing the Preferred Shares for which such conversion has occurred to
      the
      Corporation and the Corporation shall cause its transfer agent to deliver the
      shares of Common Stock issuable upon such conversion to the holder within three
      business days of the holder’s delivery of the applicable Preferred Share
      certificate(s).










(h)  Preemptive
      Rights .
      Holders
      of Preferred Shares shall have no preemptive rights with respect to any future
      issuances of securities by the Corporation.




(i)  Other
      Terms of Preferred Shares .




(a)  Stock
      Split, Stock Dividend, Recapitalization, etc. If the
      Corporation, at any time while any Preferred Shares are outstanding, (a) shall
      pay a stock dividend or otherwise make a distribution or distributions payable
      in shares of its capital stock (whether payable in shares of its Common Stock
      or
      of capital stock of any class), (b) subdivide outstanding shares of Common
      Stock
      into a larger number of shares, (c) combine outstanding shares of Common Stock
      into a smaller number of shares or (d) issue by reclassification of shares
      of
      Common Stock any shares of capital stock of the Corporation, the Conversion
      Ratio in effect immediately prior thereto shall be adjusted so that the holder
      of any Preferred Shares thereafter surrendered for conversion shall be entitled
      to receive the number of shares of Common Stock which such holder would have
      owned or have been entitled to receive after the happening of any of the events
      described above had such Preferred Shares been converted immediately prior
      to
      the happening of such event or the record date therefor, whichever is earlier.
      Any adjustment made pursuant to this Section shall become effective immediately
      after the record date for the determination of shareholders entitled to receive
      such dividend or distribution and shall become effective immediately after
      the
      effective date in the case of a subdivision, combination or reclassification.




(b)  No Impairment .
      Unless
      approved in accordance with Section 3 hereof, the Corporation will not, by
      amendment of its Articles of Incorporation or this Certificate of Designation
      or
      through any reorganization, transfer of assets, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Corporation, but will at all times in good faith assist in
      the
      carrying out of all the provisions of Section 8(a) and in the taking of all
      such
      action as may be necessary or appropriate in order to protect the conversion
      rights of the holders of the Preferred Shares against impairment.




(c)  Notices of Record Date .
      In the
      event that this Corporation shall propose at any time:









(i)
                to
                    declare any dividend or distribution upon its Common Stock, whether
                    in
                    cash, property, stock or other securities, whether or not a regular
                    cash
                    dividend and whether or not out of earnings or earned surplus
                    (for
                    avoidance of doubt, the foregoing phrase does not include any
                    stock split
                    or reverse stock split which results in an automatic adjustment
                    of the
                    Conversion Ratio purchase to Section 8(a)
                    above);




(ii)
              to
                  effect any reclassification or recapitalization of its Common Stock
                  outstanding involving a change in the Common Stock;
                  or




(iii)
              to
                  merge with or into any other corporation (other than a merger in
                  which the
                  holders of the outstanding voting equity securities of the Corporation
                  immediately prior to such merger hold more than fifty percent (50%)
                  of the
                  voting power of the surviving entity immediately following such
                  merger),
                  or sell, lease or convey all or substantially all of its property
                  or
                  business, or to liquidate, dissolve or
                  wind up;




(d)  then,
      in
      connection with each such event, this Corporation shall send to the holders
      of
      the Preferred Stock:




(e)  (1) at
      least
      ten (10) days’ prior written notice of the date on which a record shall be taken
      for such dividend, distribution or subscription rights (and specifying the
      date
      on which the holders of Common Stock shall be entitled thereto) or for
      determining rights to vote in respect of the matters referred to in (ii) and
      (iii) above; and




(f)  (2) in
      the
      case of the matters referred to in (ii) and (iii) above, at least ten (10)
      days’
prior written notice of the date when the same shall take place (and specifying
      the date on which the holders of Common Stock shall be entitled to exchange
      their Common Stock for securities or other property deliverable upon the
      occurrence of such event).




(g)  Each
      such
      written notice shall be given by first class mail, postage prepaid, addressed
      to
      the holders of Preferred Shares at the address for each such holder as shown
      on
      the books of this Corporation and shall be deemed given when so
      mailed.




4.  Reservation
      of Shares Issuable Upon Conversion .
      From
      and after a Recapitalization Event, the Corporation shall at all times reserve
      and keep available out of its authorized but unissued shares of Common Stock,
      solely for the purpose of effecting the conversion of the shares of the
      Preferred Shares, such number of its shares of Common Stock as shall from time
      to time be sufficient to effect the conversion of all outstanding Preferred
      Shares; and if at any time the number of authorized but unissued shares of
      Common Stock shall not be sufficient to effect the conversion of all then
      outstanding Preferred Shares, the Corporation will take such corporate action
      as
      may, in the opinion of its counsel, be necessary to increase its authorized
      but
      unissued shares of Common Stock to such number of shares as shall be sufficient
      for such purpose.




5.  Status
      of Converted Stock .
      In the
      event any Preferred Shares shall be converted pursuant to Section 6 hereof,
      (i) the Preferred Shares so converted shall be retired and cancelled and shall
      not be reissued and (ii) the authorized number of Preferred Shares set forth
      in
      Section 1 hereof shall be automatically reduced by the number of Preferred
      Shares so converted and the number of shares of the Corporation’s undesignated
      Preferred Stock shall be deemed increased by such number.









6.  Loss,
      Theft, Destruction of Preferred Shares .
      Upon
      receipt of evidence satisfactory to the Corporation of the loss, theft,
      destruction or mutilation of certificates representing Preferred Shares and,
      in
      the case of any such loss, theft or destruction, upon receipt of indemnity
      or
      security reasonably satisfactory to the Corporation, or, in the case of any
      such
      mutilation, upon surrender and cancellation of the Preferred Shares, the
      Corporation shall make, issue and deliver, in lieu of such lost, stolen,
      destroyed or mutilated certificates representing Preferred Shares, new
      certificates representing Preferred Shares of like tenor.




IN
      WITNESS WHEREOF, Yifan Communications, Inc. has caused this Certificate to
      be
      signed on its behalf, as of this 25th day of January, 2006.





YIFAN
              COMMUNICATIONS, INC.By:
            /s/ Myint
              J.
              KyawMyint
              J. KyawChief
              Executive Officer and Secretary