Exhibit
3.3




CERTIFICATE
OF DESIGNATION




OF




SERIES
B PREFERRED STOCK




OF




CHINA
BROADBAND, INC.









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




2.           Authorization.  China
Broadband, Inc. (the “Company”) shall have the
authority to issue 6,000,000 shares of the Series B Preferred Stock, par value
US$0.001 per share, of the Company (the “Series B Preferred
Stock”).  Such number of shares may be increased or decreased,
but not to a number less than the number of shares of Series B Preferred Stock
then issued and outstanding, by resolution adopted by the full Board of
Directors (the “Board”)
of the Company.




3.           Rank. The Series
B 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 Company’s Common Stock, par value $0.001 per share (“Common Stock”).




4.           Dividend
Provisions.  The Series B 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 B 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 B 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 B Preferred
Stock.


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(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 B 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 B Preferred Stock shall have conversion rights as follows
(the “Conversion
Rights”):




(a)          Right to
Convert.  Each share of Series B 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 B 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 B 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 B 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 B 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 B Preferred Stock shall not be deemed to
have converted such Series B Preferred Stock until immediately prior to the
closing of such public offering.




(c)          Conversion
Adjustments.  The number of shares issuable upon conversion of
Series B 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 B 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 B Preferred
Stock shall, concurrently with the effectiveness of such combination or
consolidation, be proportionately decreased.


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(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 B 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 B
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
B 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 B 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 B 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 B 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 B Preferred Stock.




(d)          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 6, but will
at all times in good faith assist in the carrying out of all the provisions of
this Section 6 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 B
Preferred Stock against impairment.




(e)          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
B 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 B 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 B 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.


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(f)           Status of Converted or
Contributed Shares.  In case any shares of Series B 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 B 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 B
Preferred Stock




(g)          Limitations and Restrictions
on Conversion.  The Company shall not effect any conversion of
Series B Preferred Stock, and no holder of Series B Preferred Stock shall have
the right to convert any portion of their Series B Preferred Stock, pursuant to
Section 6(a) or otherwise, to the extent that after giving effect to such
conversion, such holder (together with such holder’s affiliates) would
beneficially own in excess of 4.99% of the number of shares of Common Stock
outstanding immediately after giving effect to such conversion unless such
holder shall have, in its sole discretion, elected to increase such amount to
9.99% of the number of shares of Common Stock outstanding immediately after
giving effect to such conversion.  For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by a holder of Series B
Preferred Stock (together with such holder’s affiliates) shall include the
number of shares of Common Stock issuable upon conversion of the Series B
Preferred Stock with respect to which the determination of such sentence is
being made, but shall exclude the number of shares of Common Stock which would
be issuable upon (A) conversion of the remaining, nonconverted portion of the
holder’s Series B Preferred Stock beneficially owned by such holder or any of
its affiliates and (B) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by such holder of Series B Preferred Stock or any of its affiliates. 
Except as set forth in the preceding sentence, for purposes of this Section
6(h), beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act.  To the extent that the limitation contained in
this section applies, the determination of whether the Series B Preferred Stock
is convertible (in relation to other securities owned by such holder of Series B
Preferred Stock) and of which a portion of such holder’s Series B Preferred
Stock is convertible shall be in the sole discretion of such holder. To ensure
compliance with this restriction, such holder will be deemed to represent to the
Company each time it delivers written notice the Company in accordance with
Section 6(b) with respect to the conversion of Series B Preferred Stock that
such holder has not violated the restrictions set forth in this paragraph, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  For purposes of this Section 6(g), in determining the
number of outstanding shares of Common Stock, a holder of Series B Preferred
Stock may rely on the number of outstanding shares of Common Stock as reflected
in a Company filing with the U.S. Securities and Exchange Commission, a public
announcement by the Company, or any other notice by the Company or the Company’s
transfer agent setting forth the number of shares of Common Stock
outstanding.  The provisions of this Section 6(g) may be waived by a holder
with respect to the Series B Preferred Stock held by such holder, upon not less
than sixty-one (61) days’ prior notice to the Company, and the provisions of
this Section 6(g) shall continue to apply until such 61st day (or such later
date, as determined by such holder).


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7.           Voting
Rights.  Except as provided in Section 8 hereof, and except for
any other matters brought before the holders of Series B Preferred Stock for a
vote of the holders of Series B Preferred Stock as a separate class, the holders
of Series B Preferred Stock shall not be entitled to vote on matters submitted
to a vote of the shareholders of the Company.  Without limiting the
generality of the foregoing, the holders of the Series B Preferred Stock shall
notbe entitled
to vote on an as converted basis with the holders of the Company’s Common
Stock.




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 a
majority of the then outstanding shares of Series B 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