EXHIBIT  3.1




                           CERTIFICATE OF DESIGNATIONS
                                       OF
                           M POWER ENTERTAINMENT INC.

                   ESTABLISHING THE DESIGNATIONS, PREFERENCES,
                     LIMITATIONS AND RELATIVE RIGHTS OF ITS
                            SERIES D PREFERRED STOCK

     Pursuant  to  Section  151 of the Delaware General Corporation Law, M Power
Entertainment  Inc., a corporation organized and existing under Delaware General
Corporation  Law  (the  "Company"),

     DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board
of  Directors  by  the Certificate of Incorporation, as amended, of the Company,
and  pursuant  to  Section 151 of Delaware General Corporation Law, the Board of
Directors, by unanimous written consent of all members of the Board of Directors
on  January  20, 2006, duly adopted a resolution providing for the issuance of a
series  of  One  Thousand  (1,000)  shares  of  Series  D Preferred Stock, which
resolution  is  and  reads  as  follows:

     RESOLVED,  that  pursuant  to  the  authority  expressly  granted  to  and
     invested  in  the  Board  of  Directors  of M Power Entertainment Inc. (the
     "Company")  by  the  provisions  of the Certificate of Incorporation of the
     Company,  as amended, a series of the preferred stock, par value $0.001 per
     share, of the Company be, and it hereby is, established; and

     FURTHER  RESOLVED,  that  the  series  of  preferred  stock  of the Company
     be,  and  it  hereby  is,  given  the  distinctive designation of "Series D
     Preferred Stock"; and

     FURTHER  RESOLVED,  that  the  Series  D  Preferred  Stock shall consist of
     One Thousand (1,000) shares; and

     FURTHER  RESOLVED,  that  the  Series  D  Preferred  Stock  shall  have the
     powers and preferences, and the relative, participating, optional and other
     rights,  and  the qualifications, limitations, and restrictions thereon set
     forth below:

     SECTION  1. DESIGNATION OF SERIES; RANK. The shares of such series shall be
designated  as  the  "Series  D Preferred Stock" (the "Preferred Stock") and the
number  of shares initially constituting such series shall be up to One Thousand
(1,000) shares.

     SECTION  2. DIVIDENDS. The holders of Preferred Stock shall not be entitled
to receive dividends paid on the Common Stock.

     SECTION 3. LIQUIDATION PREFERENCE. The holders of Preferred Stock shall not
be entitled to any liquidation preference.

     SECTION 4. VOTING.

     4.1   VOTING  RIGHTS.  The  holders  of  the  Preferred Stock will have the
voting  rights  as  described  in this Section 4 or as required by law.   For so
long  as  any  shares  of the Preferred Stock remain issued and outstanding, the
holders  thereof,  voting separately as a class, shall have the right to vote on
all shareholder matters equal to fifty-one percent (51%) of the total vote.  For
example, if there are 10,000,000 shares of the Company's common stock issued and
outstanding  at  the time of a shareholder vote, the holders of Preferred Stock,
voting  separately  as  a  class,  will  have  the right to vote an aggregate of
10,400,000  shares,  out  of  a  total  number  of  20,400,000  shares  voting.

     4.2   AMENDMENTS  TO  ARTICLES  AND  BYLAWS.  So long as Preferred Stock is
outstanding,  the Company shall not, without the affirmative vote of the holders
of  at  least  66-2/3%  of  all  outstanding  shares  of Preferred Stock, voting



separately  as  a  class  (i)  amend,  alter  or  repeal  any  provision  of the
certificate  of  incorporation  or  the bylaws of the Company so as to adversely
affect  the  designations,  preferences,  limitations and relative rights of the
Preferred  Stock  or  (ii)  effect  any reclassification of the Preferred Stock.

     4.3   AMENDMENT  OF  RIGHTS  OF  PREFERRED  STOCK.  The  Company shall not,
without  the  affirmative  vote  of  the  holders  of  at  least  66-2/3% of all
outstanding  shares  of Preferred Stock, amend, alter or repeal any provision of
this  Statement of Designations, PROVIDED, HOWEVER, that the Company may, by any
means  authorized  by  law  and  without  any  vote  of the holders of shares of
Preferred  Stock,  make technical, corrective, administrative or similar changes
in this Statement of Designations that do not, individually or in the aggregate,
adversely affect the rights or preferences of the holders of shares of Preferred
Stock.

     SECTION  5.  CONVERSION RIGHTS. The shares of Preferred Stock shall have no
conversion rights.

     SECTION  6.  REDEMPTION RIGHTS. The shares of Preferred Stock shall have no
redemption rights.

     SECTION  7.  NOTICES. Any notice required hereby to be given to the holders
of  shares  of  Preferred Stock shall be deemed given if deposited in the United
States  mail,  postage  prepaid,  and  addressed to each holder of record at his
address appearing on the books of the Company.

     IN WITNESS WHEREOF, the Company has caused this statement to be duly
executed by its Chief Executive Officer this 20th day of January 2005.

                                 M POWER ENTERTAINMENT INC.

                                 /s/ Gary Kimmons
                                 --------------------------
                                 Gary Kimmons,
                                 Chief Executive Officer