EXHIBIT
3.4






ROSS
      MILLER
                Secretary
      of State
                204
      North Carson Street, Ste 1
                Carson
      City, Nevada 89701-4299
                (775)
      684 5708
                Website:
secretaryofstate.biz
    Filed in the office
      of
              Document
      Number/s/ Ross
      Miller
              20070774678-38Certificate
      of Designation
              
              Ross
Miller
              Filing Date and
      TimeSecretary of
      State
              11/13/2007
      12:35 PM(PURSUANT TO NRS
      78.1955)
              
              State of
      Nevada
              Entity
    NumberC27563-2004
     USE
      BLACK INK ONLY - DO NOT HIGHLIGHT
              ABOVE
      SPACE IS FOR OFFICE USE ONLY
  Certificate
of Designation
 For
Nevada Profit Corporations
 (Pursuant
to NRS 78.1955)
 
 1. Name
of corporation:
  W2
      Energy, Inc.
                File
      # C27563-2004
 
  2.Byresolution of the board of directors pursuant to a provision in the
articles of incorporation, this certificate establishes the following regarding
the voting powers, designations, preferences, limitations, restrictions and
relative rights of the following class or series of stock.
  Pursuant
      to Title 7, Section 78 of the Nevada Revised Statues ("NRS"), the
      undersigned, W2 Energy, Inc. (the "Corporation"), a corporation organized
      and existing under the laws of the State of Nevada, DOES HEREBY
      CERTIFY:
                  
                  That
      pursuant to the authority given to the board of directors of the
      Corporation by the Certificate of Incorporation of the Corporation, as
      amended, (the "Certificate of incorporation"), and in accordance with the
      provisions of Title 7, Section 7 of the NRS, the Board of Directors of the
      Corporation, on November 13, 2007, adopted the following resolution
      creating a Class of Preferred stock designated as Class A Convertible
      Preferred Stock.
                  
                  RESOLVED
      that, pursuant to the authority vested in the Board of Directors of the
      Corporation in accordance with the NRS of the State of Nevada and the
      provisions of the Certificate of Incorporation, a class of Class A
      preferred stock, par value 5.001 per share, of the Corporation is hereby
      created and that the designation and number of shares thereof and the
      voting powers, preferences, limitations, restrictions and relative rights
      of the shares of such Class Apreferred,
      stock are as follows:    SEE ATTACHED
  3. Effective
      date of filing (optional):(must not be later
      than 90 days after the certificate is filed)
  4. Officer Signature(Required):
                X/s/  Michael
      McLarenName:  
      Michael McLarenTitle:    
      President
   IMPORTANT:Failure to include any of the
above information and submit the proper fees may cause this filing to be
rejected.
   This
form must be accompanied by appropriate fees.
    1
   W2
ENERGY, INC.
  CERTIFICATE
OF DESIGNATION
 OF
CLASS A CONVERTIBLE PREFERRED STOCK
  Pursuant
to Title 7, Section 78 of the Nevada Revised Statutes ("NRS"), the undersigned,W2 Energy, Inc. (the
"Corporation"), a corporation organized and existing under the laws of theState of Nevada, DOES HEREBY CERTIFY:
  That
pursuant to the authority given to the Board ofDirectors of the
Corporation by theCertificate
of Incorporation of theCorporation, as amended, (the "Certificate of
Incorporation"),and in
accordance with the provisions of Title 7, Section 7 of the NRS, the Board of
Directors of the Corporation, on November 13, 2007, adopted the following
resolution creating a Class ofPreferred Stock designated as Class A
Convertible Preferred Stock.
  RESOLVED
that,pursuant to the authority vested in the Board of Directors of theCorporation
in accordance with the NRS of the State of Nevada and the provisions of theCertificateof Incorporation, a class
of ClassA preferredstock, par value 5.001 per
share,of the Corporation
is herebycreated andthat the
designation and number of shares thereof and thevoting
powers, preferences, limitations, restrictions and relative rights of the shares
of such ClassA preferred stock are as follows:
  CLASS
A CONVERTIBLE PREFERRED STOCK
  1.           Designation
and Amount. The designation of this class of capital stock shall be
"Class A
Convertible PreferredStock," par value $.001 per share (the "Class A
Stock").The
number of shares, powers, terms, conditions, designations, preferencesand privileges, relative, participating, optional and other
special rights,and qualifications, limitations and restrictions, if any,
of the Class A Stock shall be as set forth herein. Thenumber of authorized shares of the Class A Stock is 150,000,000 shares.
The term "Preferred Stock" shall mean the Class A Stock and any
other class of preferred stock that the Board of Directors may establish inaccordance with the Certificate of Incorporation.
  2.           Ranking.The
Corporation's Class A Stock shall rank, as to dividends andupon
Liquidation (as defined in Section 4(b) hereof), senior and prior to the
Corporation's common stock, par value $0.001 per share (the "Common Stock") and
to all other classes or class of stock issued by the Corporation, except as
otherwise approved by the affirmative vote or consent of the holders of a
majority of the shares of Class A Stock pursuant to Section
6(c)hereof.
  3.           Dividend
Provisions. The holders of shares of Class A Stock have no dividend
rights except as may be declared by the Board of Directors of the Corporation in
its soleand absolute discretion, out of funds legally available for that
purpose.
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  4.          
Liquidation
Right.
  4(a) With
respect to rights on Liquidation (as defined in Section 4(b) hereof), the Class
A Stock shall rank senior and prior to the Corporation's Common Stock and to all
other classes or series of stock issued by the Corporation, except as otherwise
approved by the affirmative vote or consent of the holders of at least a
majority of Class A Stock outstanding pursuant to Section 6(a)
hereof.
  4(b) In
the event of any liquidation, dissolution or winding-up of the affairs of the
Corporation (collectively, a "Liquidation"), the sole participation to which the
holders of shares of Class A Stock then outstanding (the "Class A Stockholders")
shall be entitled, out of the assets of the Corporation legally available for
distribution to its stockholders, whether from capital, surplus or earnings, to
receive, before any payment shall be made to the holdersof Common Stock or any
other class orseries of
stock ranking on Liquidation junior to such Class A Stock, an amount per share
equal to $1.00. If upon any such Liquidation of the Corporation, the remaining
assets of the Corporation available for distribution to its stockholders shall
be insufficient to pay the holders of shares of Class A Stock the full amount to
which they shall be entitled, the holdersof shares of Class A
Stock and any class or series of stock ranking on liquidation on a parity with
the Class A Stock shall share pari passu in any
distribution of the remaining assets and funds of the Corporation in proportion
to the respective liquidation amounts of the Preferred Stock that would
otherwise be payable to the holders of Preferred Stock with respect to the
shares held by them upon such distribution if all amounts payable on or with
respect to such shares were paid
infull.
  5.          
Voting. The
Class A Stockholders shall be
entitled to Two (2) votesfor each
share of Class A Stock held on any matters requiring a shareholder vote of the
Corporation.
  6.          
Conversion.
  6(a)Any Class A Stockholder
shall have theright, at
any time from thedateof issuance, to convert any
or all of its Class A Stock into JO shares of fully paid and nonassessable
shares of Common Stock for each
share of ClassA
Stock so converted. In any event, holders of Class A Stock will have the right
to convert as described in this Section 6 upon an initialor secondary public
offering of Common Stock by the Corporation or in the event of a change in
control as defined in the Rules and Regulations of the Securities and Exchange
Commission.
  6(b)(i)
Any Class A Stockholder may exercise the right to convert suchshares
into Common Stock pursuant to this Section 6 by delivering to the Corporation
during regular
business hours,at the office of the Corporation or anytransfer agent of the Corporation or at such other place as may be
designated by the Corporation, the certificate or certificates for the
shares to be converted (the "Class A Preferred Certificate"), duly endorsed or
assigned inblank tothe Corporation (if required by it).
  6(b)(ii)Each Class A Preferred Certificate shall be accompanied by written notice
stating that such holder elects to convert such shares and stating the name ornames
(with address) in which the certificate or certificates for the shares of Common
Stock (the"Common
Certificate") are to be issued. Such conversion shall be deemed to havebeen effected on the date when
suchdelivery is made, and such date is referred to herein as the
"Conversion Date."
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   6(b)(iii)
As promptly as practicable thereafter, the Corporation shall issueand
deliver to or uponthe written order of such holder, at the place
designated by such holder, a certificate or certificates for the number of
shares of Common Stock to which such holder is entitled.
  6(b)(iv)
The person in whose name the certificate or certificates for Common Stock are to
be issued shall be deemed
tohavebecome a holder
of record of CommonStock on
the applicable Conversion Date, unless the transfer books of the Corporation are
closedon such
Conversion Date,inwhichevent the holder
shall be deemed to have become thestockholder
of record on the nextsucceeding date on which the transfer books are
open, provided that the Conversion Price shall be that Conversion Price in effect
onthe Conversion Date.
  6(b)(v)
Upon conversion of only a portion of the number of shares covered by a
Class A PreferredCertificate, the Corporation shall issue and deliver to
or upon the writtenorderof the holder of such Class A Preferred Certificate, at the expense of
the Corporation, a newcertificate covering the number of shares of the Class AStock representing
the unconvertedportion of the Class A
Preferred Certificate, whichnew certificate shall entitle the holder
thereof to all the rights, powers and privileges of a holder of such
shares.
  6(c)
The
Corporationshall payall documentary, stamp or other transactional taxes attributable to the
issuance or delivery
of shares of capital stock of theCorporationupon
conversion of any shares of Class AStock;provided,
however,that the
Corporation shall not be required to pay any taxes which may be payable in
respect of anytransfer involved in the issuance or delivery of any
certificate for such shares in a name
other than that of the Class A Stockholder in respect of which such shares of
Class A Stock are beingissued.
  6(d)
The
Corporation shall reserve out of its authorized but unissuedshares of
Common Stock solely for the purpose of effecting the conversion of the Class A
Stocksufficient
shares of Common Stock to provide for theconversion of all outstanding
shares of Class A Stock.
  6(e)
All
shares of Common Stock which may be issued in connection withthe
conversionprovisions set forth
herein will, uponissuance
by the Corporation, be validlyissued,fully
paid and nonassessable, not subject to any preemptive or similar rights and freefrom all taxes,
liens or charges with respecttheretocreatedor imposed bythe Corporation.
  7.Certain
Covenants.
  Any
registeredholder of Class A Stock may proceed to protect and enforce its
rights and the
rights of such holders by any available remedy by proceeding at law or in equity
toprotectand enforce any such rights, whether for the specific enforcement of any
provision in thisCertificate
of Designation or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.
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  8.          
Notice
to the Corporation. All notices and other communications required or
permitted to be given tothe Corporation hereunder shall be made by first-class mail, postage
prepaid, to the Corporation at its principal executive offices
(currentlylocated on the date of the adoption
of these resolutions at the following address: 26 Densley Avenue, Downsview,
Ontario M3K1 E8. Any notice to the stockholders shall be made to their
address as set forth on the books and records of the Corporation.
  IN
WITNESS WHEREOF, the undersigned hascaused this Certificate of
Designation to be duly executed on behalf of the Corporation effective
November13, 2007.
  W2 ENERGY,
INC.By:
                  /s/ 
      Michael McLarenName: 
      Michael McLarenTitle:   
      President
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