EXHIBIT 4.1

SPECIMEN COMMON STOCK CERTIFICATE

[LOGO OF THEATER XTREME ENTERTAINMENT GROUP,      INC.]

COMMON STOCK

 

$.001 PAR VALUE

 

THEATER XTREME ENTERTAINMENT GROUP, INC.

 

INCORPORATED UNDER THE LAW OF THE STATE OF      FLORIDA

 

SEE REVERSE FOR CERTAIN DEFINITIONS

 

THIS CERTIFIES THAT

 

IS THE REGISTERED HOLDER OF

 

__________________________ SHARES OF COMMON STOCK      OF

 

THEATER XTREME ENTERTAINMENT GROUP, INC.

 

transferable only on the books of the Corporation      by the holder hereof, in person or by Attorney, upon the surrender of this      Certificate properly endorsed. 

 

In Witness Whereof, the said Corporation has      caused this Certificate to be signed by its duly authorized officers and its      Corporate seal to be hereunto affixed this ________day of ________ A.D.,      200__.

 

 

/s/                                                      

SECRETARY/TREASURER

 

[CORPORATE      SEAL OF THEATER XTREME ENTERTAINMENT GROUP, INC.]

 

/s/                                                              

PRESIDENT/VICE      PRESIDENT

 

 

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE      BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER      THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATIONS, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED,      HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT WITH THE WRITTEN CONSENT OF THE      COMPANY, AND EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL      SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATIONS ARE NOT REQUIRED FOR SUCH      TRANSFER, OR THE SUBMISSION TO THE COMPANY OF OTHER EVIDENCE AS MAY BE      SATISFACTORY TO IT TO THE EFFECT THAT THE SECURITIES ACT OF 1933, AS AMENDED,      APPLICABLE STATE SECURITIES LAWS, OR ANY RULE OR REGULATION PROMULGATED      THEREUNDER HAVE BEEN COMPLIED WITH.

 

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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

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of      survivorship and not as tenants in common

 

UNIF GIFT MIN ACT-      __________     Custodian      _____________(Cust)                                            (Minor)

 

under Uniform Gifts      to      Minor Act __________________(State)

 

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:                                    

 

                                                                                                                                                           

(NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED      OR TYPEWRITTEN)

                                                                                                                                                           

                                                                                                                                        Shares of the Common 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 full power of substitution in the      premises.

 

Dated                                                                                                                                   

Signature

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

 

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