form13da110507ex1.htm


     

     

    
      

      

    

     

    Exhibit
      One:  Certificate of Designation for Series B Preferred Stock, $0.10
      par value of CHDT CORP.

    


    


    CERTIFICATE
      OF DESIGNATIONS OF THE

    PREFERENCES,
      LIMITATIONS AND RELATIVE RIGHTS

    OF
      SERIES
      B CONVERTIBLE PREFERRED STOCK

    OF
      CHINA
      DIRECT TRADING CORPPORATION

    


    


    Pursuant
      to Section 607.0602 of the Florida Business Corporation Law, CHDT Corporation,
      a
      Florida corporation (the "Corporation"), DOES HEREBY CERTIFY that pursuant
      to
      the authority conferred upon the Board of Directors by the Articles of
      Incorporation of the Corporation and pursuant to Section 607.0602 of the Florida
      Business Corporation Law, said Board of Directors at a meeting duly held on
      January 22, 2006, has duly adopted a resolution providing for the issuance
      of a
      series of 100,000 shares of Series B Convertible Preferred Stock, par value
      $0.10 per share, which reads as follows:

    


    First:
      The name of the corporation is China Direct Trading Corporation (hereinafter
      referred to as the "Corporation").

    


    Second:
      The following amendment to the Amended Articles of Incorporation was approved
      and adopted on January 22, 2006, as prescribed by Section 607.1006 of the
      Florida 1989 Business Corporation Act, by the board of directors at a meeting
      without shareholder approval, and approval by the shareholders of the
      Corporation was not required.

    


    Third:
      This amendment is to be effective immediately on filing.

    


    Fourth:
      Article IV of the Amended Certificate of Incorporation is further amended to
      add
      the following: SERIES B CONVERTIBLE PREFERRED STOCK, $0.10 PAR VALUE PER SHARE.
      There is hereby designated, out of the authorized but unissued shares of
      Preferred Stock of the Corporation, a series thereof, and the number of shares,
      voting powers, designation, preferences, and relative, participating, optional,
      and other special rights, and the qualifications, limitations, and restrictions
      thereof, of the shares of such series (in addition to those set forth in the
      Articles of Incorporation, as amended, which are applicable to the Preferred
      Stock of all series), shall be as follows:

    


    (1)
      The
      distinctive serial designation of this series shall be "Series B Convertible
      Preferred Stock, $0.10 par value per share" (hereinafter called "this
      Series").

    


    (2)
      The
      number of shares in this Series shall initially be 800,000, which number may
      from time to time be increased or decreased (but not below the number then
      outstanding) by the Board of Directors. Shares of this Series purchased by
      the
      Corporation shall be canceled and shall revert to authorized but unissued shares
      of Preferred Stock undesignated as to series. Shares of this Series may be
      issued in fractional shares, which fractional shares shall entitle The holder,
      in proportion to such holder's fractional share, to all rights of a holder
      of a
      whole share of this Series.

    


    (3)
      The
      holders of full or fractional shares of this Series shall not be entitled to
      any
      dividends or other distributions.

    



    
      
         

      

      
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    (4)
      Each
      share of the Series that is issued and outstanding may be converted into 66.66
      shares of Common Stock by the holder thereof upon written demand to the
      Corporation and upon compliance with any reasonable administrative requirements
      for such conversion of the Company.

    


    (5)
      In
      the event of any merger, consolidation, reclassification or other transaction
      in
      which the shares of Common Stock are exchanged for or changed into other stock
      or securities, cash and/or any other property, then in any such case the shares
      of this Series shall at deemed to have been converted into shares of Common
      Stock at the conversion ratio of one share of the Series for 66.66 shares of
      the
      Common Stock and such conversion shall be consummated prior to the record date
      for holders of the shares of Common Stock for any such Merger, consolidation,
      reclassification or other transaction in which the shares of the Common Stock
      are exchanged for and changed into other stock or securities, cash and/or any
      other property.

    


    (6)
      In
      the event of any liquidation, dissolution or winding up of the affairs of the
      Corporation, whether voluntary or involuntary, the holders of full and
      fractional shares of this Series shall be entitled, before any distribution
      or
      payment is made on any date to the holders of the Common Stock, but after all
      distributions are made in full to all other series of issued and Outstanding
      shares of preferred stock, to be paid in full an amount per whole share of
      this
      Series equal to $1.00 (the "Liquidation Preference"), together with accrued
      dividends to such distribution or payment date, whether or not earned or
      declared. If such payment shall have been made in full to all holders of shares
      of this Series, the holders of shares of this Series as such shall have no
      right
      or claim to any of the remaining assets of the Corporation. In the event the
      assets of the Corporation available for distribution to the holders of shares
      of
      this Series upon any liquidation, dissolution or winding up of the Corporation,
      whether voluntary or involuntary, shall be insufficient to pay in full all
      amounts to which such holders are entitled pursuant to the first paragraph
      of
      this Section (v), no such distribution shall be made on account of any shares
      of
      any other class or series of Preferred Stock ranking on a parity with the shares
      of this Series upon such liquidation, dissolution or winding up unless
      proportionate distributive amounts shall be paid on account of the shares of
      this Series, ratably in proportion to the full distributable, amounts for which
      holders of all such parity shares are respectively entitled upon such
      liquidation, dissolution or winding up.

    


    Upon
      the
      liquidation, dissolution or winding up of the Corporation, the holders of shares
      of this Series then outstanding shall be entitled to be paid out of assets
      of
      the Corporation available for distribution to its shareholders all amounts
      to
      which such holders are entitled pursuant to the first paragraph of this Section
      (5) before any payment shall be made to the Holders of Common Stock or any
      other
      stock of the Corporation ranking junior upon liquidation to this
      Series.

    


    For
      the
      purposes of this Section (5), the consolidation or merger of, or binding share
      exchange by, the Corporation with any other corporation shall not be deemed
      to
      constitute a liquidation, dissolution or winding up of the
      corporation.

    


    (6)
      This
      Series shall rank junior to all other series or classes of Preferred Stock
      of
      the Corporation, now existing or hereafter created, as to payment of dividends
      and the distribution of assets, unless the terms of any such other series or
      class shall provide otherwise.

    


    (7)
      The
      Shares of the Series shall have no voting rights unless applicable law requires
      otherwise.

    
 

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