**Exhibit
      3.13**





**M** **INUTES
      OF A SPECIAL MEETING**





**OF
      THE BOARD OF DIRECTORS OF**




**ORBIT
      BRANDS CORPORATION**





A
      special
      meeting of the Board of Directors of ORBIT BRANDS CORPORATION
      (the “Company”) was held on September 22, 2005 at 10:00 a.m. Eastern
      Standard Time, via telephone conference call with all of the members of the Board
      Directors.





Mr.
      Cellura called the meeting to order and announced that the purpose of
      the
      meeting was for the Board to address the following issues:





(1)
            Whether
                the Company should enter into an agreement to acquire “No Good
                TV” (“NGTV”);




(2)
            Whether
                the Company should enter into a license agreement with “Beats,
                Bouts and Knockouts”
(“BBKO”);




(3)
            Whether
                the Company should enter into managing director consultant agreements
                with Gene Simmons, Richard Abramson and Allan Brown, and issue shares
                of its common stock for their consulting services;
                and




(4)
            Whether
                the Company should borrow money from Avalon International
                (up to $150,000) and from Harbour View (up to $300,000) in exchange
                for convertible promissory
                notes.




Present
      via telephone were the following individuals:


Joseph
                  R. Cellura
              Chairman
                  and CEO, and Director,Denise
                  Bertolini
              Corporate
                  Secretary and Director, and





representing
      all of the members of the Company’s Board of Directors, together with Patrick
      Doran, the Company’s Acting Chief Financial Officer, and the Company’s outside
      General Counsel, Paul A. Beck, Esq.










Mr.
      Cellura, as Chairman of the Board of Directors, called the meeting to order.





Denise
      Bertolini read certain background information regarding each of the
      issues to be presented at the meeting for the Board of Directors’
consideration.





Accordingly,
      after due consideration of the information presented and discussion
      of the issues, the Board of Directors approved the following
      resolutions:





**IT
      IS HEREBY RESOLVED** that the
      Company shall be and is hereby authorized
      to take the actions necessary and appropriate to negotiate and enter into an agreement
      to acquire NGTV on specific terms to be determined by Mr. Cellura acting on behalf
      of
      the Company; in the exercise of his business judgment and reasonable discretion.





**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized
      to take the actions necessary and appropriate to negotiate and enter into a license
      agreement with BBKO on specific terms to be determined by Mr. Cellura acting on
      behalf
      of the Company; in the exercise of his business judgment and reasonable discretion.





**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized
      to negotiate and enter into managing director consultancy agreements with Gene
      Simmons, Richard Abramson and Allan Brown, and to issue shares of its common stock
      for
      their consulting services, on specific terms to be determined by Mr. Cellura in
      the
      exercise of his business judgment and reasonable discretion.










**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized
      to borrow money from Avalon International (up to $150,000) and from Harbour
      View (up to $300,000) in exchange for the issuance of convertible promissory notes
      from the Company to said lenders, on specific terms to be determined by Mr.
      Cellura in the exercise of his business judgment and reasonable
      discretion.


All
                Present by Telephone:Denise
                Bertolini
              SecretaryJoseph
                R. Cellura
              Chairman
                and CEO