Exhibit
3.2




CERTIFICATE
OF DESIGNATION




OF




SERIES
A PREFERRED STOCK




OF




CHINA
BROADBAND, INC.










1.           Designation.  This
series of Preferred Stock shall be designated as the “Series A Preferred
Stock.”




2.           Authorization.  China
Broadband, Inc. (the “Company”) shall have the
authority to issue 7,000,000 shares of the Series A Preferred Stock, par value
US$0.001 per share, of the Company (the “Series A Preferred
Stock”).  Such number of shares may be increased or decreased,
but not to a number less than the number of shares of Series A Preferred Stock
then issued and outstanding, by resolution adopted by the full Board of
Directors (the “Board”)
of the Company.




3.           Rank.  The
Series A Preferred Stock shall, with respect to dividend rights and rights on
liquidation, winding up and dissolution, rank (a) on a parity with any other
series of Preferred Stock hereafter established by the Board, and (b) prior to
the Common Stock, par value $0.001 per share (“Common Stock”).




4.           Dividend
Provisions.  The Series A Preferred Stock is only entitled to
receive dividends when and if declared by the Board.




5.           Liquidation
Preference.




(a)           Upon
the occurrence of a Liquidation Event (as defined below), the holders of shares
of Series A Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Company available for distribution to its stockholders,
whether from capital, surplus or earnings, an amount per share (the “Liquidation Preference”) equal
to $0.50, as may be adjusted from time to time plus all accrued, but unpaid
dividends, whether declared or not.




(b)           If,
upon the occurrence of a Liquidation Event, the assets and funds of the Company
legally available for distribution to stockholders by reason of their ownership
of stock of the Company shall be insufficient to permit the payment to such
holders of Series A Preferred Stock, of the full aforementioned Liquidation
Preference, then the entire assets and funds of the Company legally available
for distribution to stockholders by reason of their ownership of stock of the
Company shall be distributed ratably among the holders of Series A Preferred
Stock.


1


(c)           For
purposes of this Section 4, a “Liquidation Event” is any
liquidation, dissolution or winding up of the Company, either voluntary or
involuntary, and upon the election of the holders of a majority of the then
outstanding Series A Preferred Stock shall be deemed to be occasioned by, or to
include, (i) the acquisition of the Company by another entity by means of any
transaction or series of related transactions (including, without limitation,
any reorganization, merger, consolidation, or other transaction in which control
of the Company is transferred, but, excluding any merger effected exclusively
for the purpose of changing the domicile of the Company) unless the Company’s
stockholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Company’s acquisition or sale or otherwise) hold
at least 50% of the voting power of the surviving or acquiring entity or (ii) a
sale of all or substantially all of the assets of the Company.




6.           Conversion.  The
holders of the Series A Preferred Stock shall have conversion rights as follows
(the “Conversion
Rights”):




(a)         Right to
Convert.  Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, at any time, at the office of
the Company or any transfer agent for such stock, into ten (10) fully paid and
nonassessable shares of Common Stock.




(b)         Mechanics of
Conversion.  Before any holder of Series A Preferred Stock
shall be entitled to convert the same into shares of Common Stock, he, she or it
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Company or of any transfer agent, and shall give written notice to
the Company at its principal corporate office, of the election to convert the
same and shall state therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued.  The Company
shall, as soon as practicable thereafter and in any event within three business
days after such notice, issue and deliver at such office to such holder of
Series A Preferred Stock, or to the nominee or nominees of such holder, a
certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled as aforesaid.  Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of such surrender of the shares of Series A Preferred Stock to be converted, 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 as of such date.  If the
conversion is in connection with an underwritten public offering of the
Company’s Common Stock, the conversion may, at the option of any holder
tendering Series A Preferred Stock for conversion, be conditioned upon the
closing with the underwriters of the sale of the Company’s Common Stock pursuant
to such offering, in which event the persons entitled to receive the Common
Stock upon conversion of the Series A Preferred Stock shall not be deemed to
have converted such Series A Preferred Stock until immediately prior to the
closing of such public offering.




(c)         Status of Converted
Stock.  In the event any shares of Series A Preferred Stock
shall be converted pursuant to this Section 6, the shares so converted
shall be canceled and shall not be reissued by the Company.


2


(d)         Conversion
Adjustments.  The number of shares issuable upon conversion of
Series A Preferred Stock shall be subject to adjustment from time to time as
follows:




(i)
            Adjustments for
      Subdivisions or Combinations of Common Stock.  In the
      event the outstanding shares of Common Stock shall be subdivided by stock
      split, stock dividend or otherwise, into a greater number of shares of
      Common Stock, the number of shares of Common Stock issuable upon
      conversion of Series A Preferred Stock shall, concurrently with the
      effectiveness of such subdivision, be proportionately
      increased.  In the event the outstanding shares of Common Stock
      shall be combined or consolidated into a lesser number of shares of Common
      Stock, the number of shares of Common Stock issuable upon conversion of
      Series A Preferred Stock shall, concurrently with the effectiveness of
      such combination or consolidation, be proportionately
      decreased.




(ii)
            Adjustments for Stock
      Dividends and Other Distributions.  In the event the
      Company makes, or fixes a record date for the determination of holders of
      Common Stock entitled to receive, any distribution (excluding repurchases
      of securities by the Company not made on a pro rata basis) payable in
      property or in securities of the Company other than shares of Common
      Stock, and other than as otherwise adjusted for in this Section 6 in
      connection with a dividend, then and in each such event the holders of
      Series A Preferred Stock shall receive, at the time of such distribution,
      the amount of property or the number of securities of the Company that
      they would have received had their Series A Preferred Stock been converted
      into Common Stock on the date of such
event.




(iii)
            Adjustments for
      Reorganizations, Reclassifications or Similar Events.  If
      the Common Stock shall be changed into the same or a different number of
      shares of any other class or classes of stock or other securities or
      property, whether by capital reorganization, reclassification or
      otherwise, then each share of Series A Preferred Stock shall thereafter be
      convertible into the number of shares of stock or other securities or
      property to which a holder of the number of shares of Common Stock of the
      Company deliverable upon conversion of such shares of Series A Preferred
      Stock shall have been entitled upon such reorganization, reclassification
      or other event.




(iv)
            Certificate as to
      Adjustments.  Upon the occurrence of each adjustment or
      readjustment pursuant to this Section 6, the Company at its expense
      shall promptly compute such adjustment or readjustment in accordance with
      the terms hereof and furnish to each holder of Series A Preferred Stock to
      which such adjustment pertains a certificate setting forth such adjustment
      or readjustment and showing in detail the facts upon which such adjustment
      or readjustment is based.  The Company shall, upon the written
      request at any time of any holder of Series A Preferred Stock, furnish or
      cause to be furnished to such holder a like certificate setting forth
      (i) such adjustments and readjustments, and (iii) the number of
      shares of Common Stock and the amount, if any, of other property which at
      the time would be received upon the conversion of such holder’s Series A
      Preferred Stock.




3


(e)           No
Impairment.  The Company will not go through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, or avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed by the Company pursuant to this Section 7, but will
at all times in good faith assist in the carrying out of all the provisions of
this Section 7 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 Series A
Preferred Stock against impairment.




(f)           Reservation of Stock
Issuable Upon Conversion.  The Company 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 Series
A Preferred Stock such number of shares of its Common Stock as shall from time
to time be sufficient to effect the conversion of all outstanding shares of
Series A Preferred Stock; 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 shares of Series A Preferred Stock, the Company 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.




(g)           Status of Converted or
Contributed Shares.  In case any shares of Series A Preferred
Stock are converted into Common Stock pursuant to this Section 6 or are
contributed back to the Company (through repurchase or otherwise) after the date
such shares of Series A Preferred Stock were first issued, all such shares so
converted or contributed shall, upon such conversion or contribution, be
cancelled and shall not be issuable by the Company.  The Company may
from time to time take such appropriate corporate action as may be necessary to
reduce accordingly the number of authorized shares of the Company’s Series A
Preferred Stock.


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7.           Voting Rights and Board of
Directors.  Except as otherwise required by law, each holder of
Series A Preferred Stock shall be entitled to ten (10) votes for each one (1)
share of Common Stock that is issuable upon conversion of a share of Series A
Preferred Stock held at the record date for determination of the stockholders
entitled to vote, or, if no such record date is established, at the date such
vote is taken or any written consent of stockholders is
solicited.  Except as required by law or as otherwise set forth
herein, all shares of Series A Preferred Stock and all shares of Common Stock
shall vote together as a single class.  Fractional votes by the
holders of Series A Preferred Stock shall not, however, be permitted, and any
fractional voting rights shall (after aggregating all shares into which shares
of Series A Preferred Stock held by each holder could be converted) be rounded
up to the nearest whole number of shares of Common Stock into which a share of
Series A Preferred Stock is convertible into.




8.           Amendments. The
terms, conditions, rights and preferences contained in this Certificate of
Designation may be amended, modified, waived, amended and restated or replaced
in its entirety upon the approval of the Board with the consent of at least
two-thirds of the then outstanding shares of Series A Preferred Stock voting as
a separate class.




*     *     *     *     *


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IN WITNESS WHEREOF, the foregoing
Certificate of Designation has been duly executed on behalf of the Company by
the undersigned on July __, 2010.




China
      Broadband, Inc.By:
              /s/Marc
      UrbachPresident





SIGNATURE
PAGE TO CERTIFICATE OF DESIGNATION