**Exhibit
        3.1**
  **CERTIFICATE
        OF INCORPORATION**
 **OF**
 **ROK
        ENTERTAINMENT GROUP INC.**
  The
        undersigned, acting as the incorporator of a corporation under and in accordance
        with the General Corporation Law of the State of Delaware (the “DGCL”), hereby
        adopts the following Certificate of Incorporation for such
        corporation.
  **ARTICLE
        ONE**
  **NAME
        OF CORPORATION**
  The
        name
        of the corporation is ROK Entertainment Group Inc. (the
“Corporation”).
  **ARTICLE
        TWO**
  **PERIOD
        OF DURATION**
  The
        period of duration of the Corporation is perpetual or until dissolved or
        merged
        or consolidated in some lawful manner.
  **ARTICLE
        THREE**
  **PURPOSE
        AND POWERS**
  Section
        1. Purpose .
        The
        purpose for which the Corporation is organized is to engage in any lawful
        acts
        or activities for which corporations may be organized under the General
        Corporation Law of the State of Delaware (the “DGCL”).
  Section
        2. Powers .
        Subject
        to any specific written limitations or restrictions imposed by the DGCL,
        by
        other law, or by this Certificate of Incorporation, and solely in furtherance
        thereof, but not in addition to the purposes set forth in Section 1 of this
        Article, the Corporation shall have and exercise all of the powers specified
        in
        the DGCL, which powers are not inconsistent with this Certificate of
        Incorporation.
  **ARTICLE
        FOUR**
  **CAPITALIZATION,
        PREEMPTIVE RIGHTS AND VOTING**
  Section
        1. Authorized
        Shares .
        The
        Corporation shall have authority to issue two classes of shares to be designated
        respectively, “Common Stock” and “Preferred Stock.” The total number of shares
        of capital stock which the Corporation shall have authority to issue is ONE
        HUNDRED AND ONE MILLION (101,000,000) shares, of which ONE HUNDRED MILLION
        (100,000,000) shares shall be Common Stock, and ONE MILLION (1,000,000) shares
        shall be Preferred Stock. Each share of Common Stock shall have a par value
        of
        $0.00l, and each share of Preferred Stock shall have a par value of
        $0.00l.
  The
        Preferred Stock authorized by this Certificate of Incorporation may be issued
        from time to time in one or more series, at the discretion of the Board of
        Directors without Stockholder approval, with each such series to consist
        of such
        number of shares and to have such voting powers (whether full or limited,
        or no
        voting powers) and such designations, powers, preferences and relative,
        participating, optional, redemption, conversion, exchange or other special
        rights, and such qualifications, limitations or restrictions thereof, as
        shall
        be stated in the resolution or resolutions providing for the issuance of
        such
        series adopted by the Board of Directors prior to the issuance thereof. The
        Board of Directors is hereby expressly vested with the authority, to the
        fullest
        extent now or hereafter provided by law, to adopt any such resolution or
        resolutions. Each share of any series of Preferred Stock shall be identical
        with
        all other shares of such series, except as to the date from which dividends,
        if
        any, shall accrue.
  
  Section
        2. Preemptive
        Rights .
        No
        holder of shares of capital stock of the Corporation shall, as such holder,
        have
        any right to purchase or subscribe for any capital stock of any class which
        the
        Corporation may issue or sell, whether or not exchangeable for any capital
        stock
        of the Corporation of any class or classes, whether issued out of unissued
        shares authorized by this Certificate of Incorporation as originally filed
        or by
        any amendment thereof, or out of shares of capital stock of the Corporation
        acquired by it after the issue thereof; nor shall any holder of shares of
        capital stock of the Corporation, as such holder, have any right to purchase,
        acquire or subscribe for any securities which the Corporation may issue or
        sell
        whether or not convertible into or exchangeable for shares of capital stock
        of
        the Corporation of any class or classes, and whether or not any such securities
        have attached or appurtenant thereto warrants, options or other instruments
        which entitle the holders thereof to purchase, acquire or subscribe for shares
        of capital stock of any class or classes.
  Section
        3. Voting .
        In the
        exercise of voting privileges, each holder of shares of the Common Stock
        of the
        Corporation shall be entitled to one (1) vote for each share held in his
        name on
        the books of the Corporation, and each holder of any series of Preferred
        Stock
        of the Corporation shall have such voting rights, if any, as shall be specified
        for such series. In all elections of Directors of the Corporation, cumulative
        voting is expressly prohibited. As such, each holder of shares of capital
        stock
        of the Corporation entitled to vote at the election of Directors shall have
        the
        right to vote, in person or by proxy, all or any portion of such shares for
        or
        against each individual Director to be elected and shall not be entitled
        to vote
        for or against any one Director more than the aggregate number of shares
        held by
        such holder which are entitled to vote on the election of such Directors.
        With
        respect to any action to be taken by the Stockholders of the Corporation
        as to
        any matter other than the election of Directors, the affirmative vote of
        the
        holders of a majority of the outstanding shares of the capital stock of the
        Corporation entitled to vote thereon and represented in person or by proxy
        at a
        meeting of the Stockholders at which a quorum is present shall be sufficient
        to
        authorize, affirm, ratify or consent to such action. Any action required
        by the
        DGCL to be taken at any annual or special meeting of the Stockholders may
        be
        taken without a meeting, without prior notice, and without a vote, if a consent
        or consents in writing, setting forth the action so taken, shall be signed
        by
        the holder or holders of a majority of the outstanding shares of the capital
        stock of the Corporation entitled to vote thereon and shall be delivered
        to the
        Corporation by delivery to its registered office in Delaware, its principal
        place of business or an officer or agent of the Corporation having custody
        of
        the Corporation’s minute book.
  **ARTICLE
        FIVE**
  **REGISTERED
        OFFICE AND AGENT**
  Section
        1. Registered
        Office .
        The
        street address of the registered office of the Corporation is 160 Greentree
        Drive, Suite 101, Dover, Delaware 19904 in the county of Kent.
  Section
        2. Registered
        Agent .
        The
        name of the initial registered agent of the Corporation at such address is
        National Registered Agents, Inc.
  **ARTICLE
        SIX**
  **DIRECTORS**
  Section
        1. Board
        of Directors .
        The
        business and affairs of the Corporation shall be managed by or be under the
        direction of the Board of Directors which shall consist of not less than
        one
        Director, the exact number of which shall be determined in accordance with
        the
        Bylaws of the Corporation. The number of Directors of the Corporation may
        from
        time to time be changed in accordance with the Bylaws of the Corporation
        and the
        DGCL. A Director shall hold office until the next annual meeting of the
        Stockholders of the Corporation and until his successor shall be elected
        and
        shall qualify, subject, however, to prior death, resignation, retirement,
        disqualification or removal from office. Any Director elected to fill a vacancy
        not resulting from an increase in the number of Directors shall have the
        same
        remaining term as that of his predecessor. A Director elected by the Board
        of
        Directors to fill a newly created Directorship resulting from an increase
        in the
        number of Directors shall hold office until the next annual meeting of the
        Stockholders of the Corporation and until his successor shall be elected
        and
        shall qualify and may be filled by a majority of the Board of Directors then
        in
        office, without the presence of the quorum. Any other vacancy occurring on
        the
        Board of Directors may be filled by a majority of the Directors then in office,
        even if less than a quorum, or by the sole remaining Director.
  2
  Notwithstanding
        the foregoing, whenever the holders of any one or more classes or series
        of
        Preferred Stock issued by the Corporation shall have the right, voting
        separately by class or series, to elect Directors at an annual or special
        meeting of Stockholders, the election, term of office, filling of vacancies
        and
        other features of such Directorships shall be governed by the terms of the
        Certificate of Designations applicable thereto, and such Directors so elected
        shall not be divided into classes unless expressly provided by such terms.
        Further, any such Directors elected by one or more classes or series of
        Preferred Stock may be removed at any time, with or without cause (except
        as
        otherwise provided in Section 4 of this Article below), by, and only by,
        the
        affirmative vote of the holders of record of a majority of the outstanding
        shares of such class or series given at a special meeting of such Stockholders
        called for such purpose.
  Section
        2. Name
        and Address of Initial Directors .
        The
        names and addresses of the persons who shall serve as the initial Directors
        of
        the Corporation until the first annual meeting of Stockholders after the
        date
        hereof or until their successors are duly elected and qualified or until
        their
        earlier death, resignation or removal are as follows:
  Name
              
              Address
              
              City,
                  StateJonathan
                  Kendrick
              
              ROKHouse, Kingswood Business Park, Holyhead Road
              
              Albrighton,
                  Wolverhampton WV7 3AU, United KingdomLaurence
                  Alexander
              
              ROKHouse, Kingswood Business Park, Holyhead Road
              
              Albrighton,
                  Wolverhampton WV7 3AU, United KingdomJames
                  Kendrick
              
              ROKHouse, Kingswood Business Park, Holyhead Road
              
              Albrighton,
                  Wolverhampton WV7 3AU, United KingdomAlex
                  Renny
              
              ROKHouse, Kingswood Business Park, Holyhead Road
              
              Albrighton,
                  Wolverhampton WV7 3AU, United KingdomLord
                  (Benjamin) Mancroft
              
              ROKHouse, Kingswood Business Park, Holyhead Road
              
              Albrighton,
                  Wolverhampton WV7 3AU, United
                  Kingdom
  Section
        3. Limitation
        on Liability of Directors .
        Pursuant to Section 102(b)(7) of the DGCL, a Director of the Corporation
        shall
        not be personally liable to the Corporation or its Stockholders for monetary
        damages for breach of fiduciary duty as a Director, except for liability
        (1) for
        any breach of the Director’s duty of loyalty to the Corporation or its
        Stockholders; (2) for acts or omissions not in good faith or which involve
        intentional misconduct or a knowing violation of law; (3) under Section 174
        of
        the DGCL; or (4) for any transaction from which the Director derived an improper
        personal benefit. If the DGCL or other applicable provision of Delaware law
        hereafter is amended to authorize further elimination or limitation of the
        liability of Directors, then the liability of a Director of this Corporation,
        in
        addition to the limitation on personal liability provided herein, shall be
        limited to the fullest extent permitted by the DGCL or other applicable
        provision of Delaware law as amended. Any repeal or modification of this
        Section
        3 by the Stockholders of this Corporation shall be prospective only, and
        shall
        not adversely affect any limitation on the personal liability of a Director
        of
        the Corporation existing at the time of such repeal or
        modification.
  Section
        4. Election
        and Removal of Directors .
        Election of Directors need not be by written ballot. Any Director or the
        entire
        board of directors may be removed, with or without cause, by the holders
        of a
        majority of the shares then entitled to vote at an election of Directors,
        except
        as otherwise provided by law and except if the Directors of the Corporation
        are
        ever divided into two or three classes, any Director may be removed only
        for
        cause by the holders of a majority of the shares then entitled to vote at
        an
        election for such class of Directors.
  **ARTICLE
        SEVEN**
  **SPECIAL
        POWERS OF BOARD OF DIRECTORS**
  In
        furtherance and not in limitation of the powers conferred under the DGCL,
        the
        Board of Directors is expressly authorized:
  1.  To
        adopt,
        amend or repeal the Bylaws of the Corporation;
  2.  To
        authorize and cause to be executed mortgages and liens upon the real and
        personal property of the Corporation;
  3
  3.  To
        set
        apart out of any of the funds of the Corporation available for dividends
        a
        reserve or reserves for any proper purpose, and to abolish any such reserve
        in
        the manner in which it was created;
  4.  By
        a
        majority of the whole board, to designate one or more committees, each committee
        to consist of one or more of the Directors of the Corporation; the board
        may
        designate one or more Directors as alternate members of any committee, who
        may
        replace any absent or disqualified member at any meeting of the committee;
        any
        such committee, to the extent provided in the resolution or in the Bylaws
        of the
        Corporation, shall have and may exercise any or all of the powers of the
        Board
        of Directors in the management of the business and affairs of the Corporation,
        except to the extent that the DGCL requires a particular matter to be authorized
        by the Board of Directors, and may authorize the seal of the Corporation
        to be
        affixed to all papers which may require it; provided, however, the Bylaws
        may
        provide that in the absence or disqualification of any member of the committee
        or committees, the member or members thereof present at any meeting and not
        disqualified from voting, whether or not he or they constitute a quorum,
        may
        unanimously appoint another member of the Board of Directors to act at the
        meeting in the place of any such absent or disqualified member; and
  5.  When
        and
        as authorized by the affirmative vote of the holders of a majority of the
        stock
        issued and outstanding having voting power given at a Stockholders meeting
        duly
        called upon such notice as is required by statute, to sell, lease or exchange
        all or substantially all of the property and assets of the Corporation,
        including its goodwill and its corporate franchises, upon such terms and
        conditions and for such consideration, which may consist in whole or in part
        of
        money or property, including shares of stock in, and/or other securities
        of, any
        other corporation or corporations, as its Board of Directors shall deem
        expedient and in the best interests of the Corporation.
  **ARTICLE
        EIGHT**
  **ADDITIONAL
        POWERS IN BYLAWS**
  The
        Corporation may in its Bylaws confer powers and authorities upon the Board
        of
        Directors in addition to the foregoing and those expressly conferred upon
        them
        by the DGCL.
  **ARTICLE
        NINE**
  **TRANSACTIONS
        WITH INTERESTED DIRECTORS AND OFFICERS**
  No
        contract or transaction between the Corporation and one or more of its Directors
        or Officers, or between the Corporation and any other corporation, partnership,
        association or other organization in which one or more of the Directors or
        Officers of the Corporation are Directors, Officers or partners, or have
        a
        financial interest, shall be void or voidable solely by reason of such
        relationship, or solely because the Director or Officer is present at or
        participates in the meeting of the Board of Directors of the Corporation
        or
        committee thereof that authorizes the contract or transaction, or solely
        because
        his or their votes are counted for such purposes, if any one of the following
        conditions are met:
  1.  The
        material facts concerning the relationship or interest of the Director or
        Officer and the material facts concerning the contract or transaction are
        disclosed or are known to the Board of Directors of the Corporation or the
        committee thereof that considers the contract or transaction, and the Board
        of
        Directors of the Corporation or committee thereof in good faith authorizes
        the
        contract or transaction by the affirmative vote of a majority of the
        disinterested Directors, even though the disinterested Directors be less
        than a
        quorum; or
  2.  The
        material facts concerning the relationship or interest of the Director or
        Officer and the material facts concerning the contract or transaction are
        disclosed or are known to the Stockholders of the Corporation entitled to
        vote
        thereon, and the contract or transaction is specifically approved in good
        faith
        by the Stockholders of the Corporation at any annual or special meeting of
        Stockholders called for that purpose; or
  3.  The
        contract or transaction is fair to the Corporation at the time it is authorized,
        approved or ratified by the Board of Directors of the Corporation, a committee
        thereof, or the Stockholders of the Corporation.
  4
  Common
        or
        interested Directors may be counted in determining the presence of a quorum
        at a
        meeting or the Board of Directors of the Corporation or of a committee thereof
        that authorizes such contract or transaction.
  **ARTICLE
        TEN**
  **INDEMNIFICATION**
  Section
        1. Indemnification
        of Directors and Officers .
        Each
        person who was or is made a party or is threatened to be made a party to
        or is
        involved in any threatened, pending or completed action, suit or proceeding,
        whether civil, criminal, administrative, arbitrative or investigative, any
        appeal in such action, suit or proceeding, and any inquiry or investigation
        that
        could lead to such an action, suit, or proceeding (the “Proceeding”), by reason
        of the fact that he is or was an Officer or a Director of the Corporation,
        or
        who, while a Director or Officer of the Corporation, is or was serving at
        the
        request of the Corporation as a Director, Officer, partner, venturer,
        proprietor, trustee, employee, agent, or similar functionary of another
        corporation, partnership, joint venture, sole proprietorship, trust, employee
        benefit plan or other enterprise, shall be indemnified and held harmless
        by the
        Corporation to the fullest extent permitted by the DGCL against all judgments,
        penalties (including excise and similar taxes), fines, settlements, and
        reasonable expenses (including attorneys’ fees) actually incurred by such person
        in connection with such Proceeding. Such right shall be a contract right
        and as
        such shall run to the benefit of any Director or Officer who is elected and
        accepts the position of Director or Officer of the Corporation or who elects
        to
        continue to serve as a Director or Officer of the Corporation, while the
        provisions of this Article Ten are in effect. Such right shall include the
        right
        to require advancement by the Corporation of reasonable expenses (including
        attorneys’ fees) incurred in defending any such Proceeding in advance of its
        final disposition; provided, however, that the payment of such expenses in
        advance of the final disposition of such Proceeding shall be made by the
        Corporation only upon delivery to the Corporation of a written affirmation
        by
        such person of his good faith belief that he has met the standard of conduct
        necessary for indemnification under the DGCL and a written undertaking, by
        or on
        behalf of such person, to repay all amounts so advanced if it should be
        ultimately determined that such person has not satisfied such requirements.
        Any
        repeal or modification of this Section 1 by the Stockholders of the Corporation
        shall be prospective only and shall not limit the rights of a Director or
        Officer of the Corporation or the obligations of the Corporation with respect
        to
        any claim for indemnification in accordance with the provisions of this Article
        Ten arising from or related to the acts or inactions of such Director or
        Officer
        prior to any such repeal or modification.
  Section
        2. Nature
        of Indemnification .
        The
        indemnification and advancement of expenses provided for herein shall not
        be
        deemed exclusive of any other rights permitted by law to which a person seeking
        indemnification may be entitled under any Bylaw, agreement, vote of Stockholders
        or otherwise, and shall continue as to a person who has ceased to be a Director
        or Officer of the Corporation and shall inure to the benefit of the heirs,
        executors and administrators of such a person.
  Section
        3. Insurance .
        The
        Corporation shall have power to purchase and maintain insurance or another
        arrangement on behalf of any person who is or was a Director, Officer, employee
        or agent of the Corporation, or is or was serving at the request of the
        Corporation as a Director, Officer, partner, venturer, proprietor, trustee,
        employee, agent, or similar functionary of another corporation, partnership,
        joint venture, sole proprietorship, trust, employee benefit plan or other
        enterprise against any liability asserted against him and incurred by him
        in any
        such capacity, or arising out of his status as such, whether or not the
        Corporation would have the power to indemnify him against such liability
        under
        the provisions of this Article or the DGCL.
  **ARTICLE
        ELEVEN**
  **ARRANGEMENT
        WITH CREDITORS**
  Whenever
        a compromise or arrangement is proposed between this Corporation and its
        creditors or any class of them and/or between this Corporation and its
        Stockholders or any class of them, any court of equitable jurisdiction within
        the State of Delaware may, on the application in a summary way of this
        Corporation or of any creditor or Stockholder thereof or on the application
        of
        any receiver or receivers appointed for this Corporation under the provisions
        of
        Section 291 of the DGCL, or on the application of trustees in dissolution
        or of
        any receiver or receivers appointed for this Corporation under the provisions
        of
        Section 279 of the DGCL, order a meeting of the creditors or class of creditors,
        and/or of the Stockholders or class of Stockholders of this Corporation,
        as the
        case may be, to be summoned in such manner as the said court directs. If
        a
        majority in number representing three-fourths in value of the creditors or
        class
        of creditors, and/or of the Stockholders or class of Stockholders of this
        Corporation, as the case may be, agree to any compromise or arrangement and
        to
        any reorganization of this Corporation as a consequence of such compromise
        or
        arrangement, the said compromise or arrangement and the said reorganization
        shall, if sanctioned by the court to which the said application has been
        made,
        be binding on all the creditors or class of creditors, and/or on all the
        Stockholders or class of Stockholders, of this Corporation, as the case may
        be,
        and also on this Corporation.
  5
  **ARTICLE
        TWELVE**
  **AMENDMENT
        OF BYLAWS**
  The
        Board
        of Directors of the Corporation shall have the power to adopt, alter, amend
        or
        repeal the Bylaws of the Corporation. Notwithstanding the preceding, the
        Stockholders of the Corporation shall also have the power to adopt, alter,
        amend
        or repeal the Bylaws of the Corporation.
  **ARTICLE
        THIRTEEN**
  **AMENDMENTS**
  The
        Corporation reserves the right to amend, alter, change or repeal any provision
        contained in this Certificate of Incorporation or in its Bylaws in the manner
        now or hereafter prescribed by the DGCL or this Certificate of Incorporation,
        and all rights conferred on Stockholders herein are granted subject to this
        reservation.
  **ARTICLE
        FOURTEEN**
  **CAPTIONS**
  The
        captions used in this Certificate of Incorporation are for convenience only
        and
        shall not be construed in interpreting the provisions hereof.
  **ARTICLE
        FIFTEENIN**
  **CORPORATOR**
  The
        name
        and address of the incorporator are as follows:
  Name
              
              Address
              
              City,
                  StateSpencer
                  G. Feldman
              
              Greenberg
                  Traurig, LLP
              
              New
                  York, New York 10166200
                  Park Avenue
  6
  IN
        WITNESS WHEREOF, I, the undersigned, for the purpose of forming the Corporation
        under the laws of the State of Delaware, do make and file this Certificate
        of
        Incorporation and do certify that this is my act and deed and that the facts
        stated therein are true under penalties of perjury, and, accordingly, I do
        hereunto set my hand to this Certificate of Incorporation on this 13 th day of
        December 2007.
  INCORPORATOR:/s/
                  Spencer G. FeldmanSpencer
                  G. Feldman
  7