CERTIFICATEOF DESIGNATION, NUMBER, POWERS PREFERENCESAND RELATIVE, PARTICIPATING OPTIONAL,AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS,LIMITATIONS, RESTRICTIONS, AND OTHERDISTINGUISHING CHARACTERISTICS OF SERIESC PREFERRED STOCK OF USFARMS, INC.

(a)  

DESIGNATION. The Preferred Stock subject hereof shall be designated Series C Preferred Stock (“Series C Preferred”).  No other shares of Preferred Stock shall be designated as Series C Preferred stock.

(b)  

DIVIDENDS.  The holders of the shares of Series C Preferred shall not be entitled to receive dividends.

(c)  

CONVERSION.  The Series C Preferred shall, at the option of the holder thereof, be convertible into that number of fully paid and non-assessable shares of the common stock of the Corporation,equal to the number of the shares of Series C Preferred Stock being converted.  The conversion right of the holders of Series C Preferred Stock shall be exercised by the surrender of the certificates representing shares to be converted to the Corporation or its transfer agent for the Series C Preferred, accompanied by written notice electing conversion.  Immediately prior to the close of business on the date the Corporation receives written notice of conversion, each converting holder of Series C Preferred shall be deemed to be the holder of record of common stock issuable upon conversion of such holder’s Series C Preferred notwithstanding that the share register of the Corporation shall then be closed or that certificates representing such common stock shall not then be actually delivered to such person.

(d)  

ADJUSTMENTS FOR RECLASSIFICATION AND REORGANIZATION.  If the common stock issuable upon conversion of the Series C Preferred shall be changed into the same or different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise, the conversion rate shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Series C Preferred shall be convertible into, in lieu of the number of shares of common stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of common stock that would have been subject to receipt by the holders upon conversion of the Series C Preferred immediately before that change.

(e)  

REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS.  If at any time or from time to time after the date of this Certificate, there is a capital reorganization of the common stock (reverse split, forward split, etc.), as a part of such capital reorganization, provision shall be made so that the holders of the Series C Preferred shall thereafter be entitled to receive upon conversion of the Series C Preferred the same number of shares of common stock to which that holder would have been entitled prior to such capital reorganization.  In essence, the number of Series C Preferred Stock authorized, issued and outstanding, and the number of shares of common stock into which such Series C Preferred is convertible, shall not be affected by any such capital reorganization.

(f)  

NO IMPAIRMENT.  The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoidthe observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out all the provisions of this Certificate 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 the Series C Preferred against impairment.

(g)  

RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  The Corporation 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 the Series C Preferred, such number of its shares of common stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series C Preferred; 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 the Series C Preferred, the Corporation 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate.

(h)  

LIQUIDATION RIGHTS.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series C Preferred shall not be entitled to receive liquidation in preference to the holders of common shares or any other class or series of preferred stock.  Rather, the Series C Preferred shall automatically be converted into common stock at the conversion rate hereinabove stated.

(i)  

INVOLUNTARY LIQUIDATION.  In the event of involuntary liquidation, the shares of this series shall be entitled to the same amounts as in the event of voluntary liquidation.

(j)  

OTHER RESTRICTIONS.  There shall be no conditions or restrictions upon the creation of indebtedness of the Corporation, or any subsidiary or upon the creation of any other series of preferred stock with any other preferences.

(k)  

VOTING.  Each shares of Series C Preferred shall entitle its holder to one vote, voting together with the Common Stock as a single class.

(l)  

STATED VALUE.  The shares of Series C Preferred shall have a stated value of $0.001 per share.

(m)  

OTHER PREFERENCES.  The shares of the Series C Preferred shall no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the certificate of incorporation of the Corporation.

 

Signed on April 30, 2008.

 

By Unanimous Written Consent of the Board of Directors:

 

/s/ Yan Skwara

 

Yan Skwara, Chairman of the Board of Directors

 

/s/ Donald Hejmanowski

 

Donald Hejmanowski, Director

 

/s/ Darin Pines

 

Darin Pines, Director