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                                                                     EXHIBIT 4.1

        NUMBER                                     SHARES


                       TriMedia Entertainment Group, Inc.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS


                                  COMMON STOCK
                                                               CUSIP 89625S 10 6

THIS  CERTIFIES  THAT:


IS  THE  OWNER  OF


              FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK
                           OF $.0001 PAR VALUE EACH OF
                       TRIMEDIA ENTERTAINMENT GROUP, INC.
transferable  on  the  books  of  the  Corporation in person or by attorney upon
surrender  of  this certificate duly endorsed or assigned.  This certificate and
the  shares represented hereby are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation and Bylaws of the Corporation, as now or
hereafter  amended.  This  certificate  is  not valid until countersigned by the
Transfer  Agent.
     WITNESS  the facsimile seal of the Corporation and the facsimile signatures
of  its  duly  authorized  officers.

DATED:                           COUNTERSIGNED:
                                 STOCKTRANS,  INC.
                                 44  WEST  LANCASTER  AVE.,  ARDMORE,  PA  19003

                                 BY:                             TRANSFER  AGENT



                                                          AUTHORIZED  SIGNATURE


----------------------------------       --------------------------------------
          SECRETARY                                  PRESIDENT

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     The  following  abbreviations,  when used in the inscription on the face of
this  certificate,  shall  be  construed as though they were written out in full
according  to  applicable  laws  or  regulations:

TEN  COM  -  as  tenants  in  common           UNIF  GIFT  MIN  ACT  -Custodian
TEN  ENT  -  as  tenants  by  the  entireties  (Cust)   (Minor)
JT  TEN  -  as joint tenants with right of     under Uniform Gifts  to  Minors
     survivorship  and  not  as  tenants
     in  common


     Additional abbreviations may also be used though not in the above list.

       For Value Received, _________ hereby sell, assign and transfer unto


PLEASE  INSERT  SOCIAL  SECURITY  OR  OTHER
IDENTIFYING  NUMBER  OF  ASSIGNEE


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  (PLEASE PRINT OR TYPWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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------------------------------------------------------------------------ Shares
of  the  Stock  represented by the within Certificate, and do hereby irrevocably
constitute  and  appoint
_____________________________________________________________________________
Attorney
to  transfer  the  said  stock on the books of the within named Corporation with
fully  power  of  substitution  in  the  premises.


Dated
     --------------------------


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                   NOTICE:  THE  SIGNATURE  TO  THIS ASSIGNMENT MUST CORRESPOND
                   WITH  THE
                   NAME  AS  WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
                   PARTICULAR,
                   WITHOUT  ALTERATION  OR ENLARGEMENT OR ANY CHANGE WHATSOEVER




THE  CORPORATION  WILL  FURNISH  TO  ANY  STOCKHOLDER,  UPON REQUEST AND WITHOUT
CHARGE,  A  FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS  OF  THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD
TO  DIVIDE  THE  SHARES  INTO  CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE
RELATIVE  RIGHTS,  PREFERENCES  AND  LIMITATIONS  OF  ANY CLASS OR SERIES.  SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT
NAMED  ON  THIS  CERTIFICATE.

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THE  SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE
FACE  OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR  ANY  CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY  OR  A  MEMBER  FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK
EXCHANGE  IN  CONFORMANCE  WITH  A  SIGNATURE  GUARANTEE  MEDALLION  PROGRAM.

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