I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF
ALL DOCUMENTS ON FILE OF "NT MEDIA CORP. OF CALIFORNIA, INC. " AS RECEIVED AND FILED IN THIS OFFICE.

THE
FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE
OF INCORPORATION, FILED THE FOURTEENTH DAY OF MARCH, A.D. 2000, AT 9 O'CLOCK A.M.

CERTIFICATE
OF AMENDMENT, CHANGING ITS NAME FROM "MVD, INC. " TO "NT MEDIA CORP. OF CALIFORNIA, INC.", FILED THE TWENTY-FOURTH
DAY OF APRIL, A.D. 2001, AT 9 O'CLOCK A.M.

CERTIFICATE
OF RENEWAL, FILED THE TWENTY-FOURTH DAY OF AUGUST, A.D. 2004, AT 8 O'CLOCK A.M.

CERTIFICATE
OF RENEWAL, FILED THE FOURTEENTH DAY OF JUNE, A.D. 2007, AT 5:49 O'CLOCK P.M.

CERTIFICATE
OF AMENDMENT, FILED THE NINETEENTH DAY OF JUNE, A.D. 2007, AT 2:12 O'CLOCK P.M.

CERTIFICATE
OF AMENDMENT, FILED THE EIGHTEENTH DAY OF JULY, A.D. 2007, AT 8:58 O'CLOCK A.M.



CERTIFICATE
OF RENEWAL, FILED THE FIRST DAY OF JULY, A.D. 2011, AT





















AND
I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION,
"NT MEDIA CORP. OF CALIFORNIA, INC. ".















































STATE
OF DELAWARE

SECRETARY
OF STATE

DIVISION
OF CORPORATIONS

FILED
09:00 AM 03/14/2000

001128462
- 3188494





CERTIFICATE
OF INCORPORATION OF

MVD,
INC.







I,
the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State
of Delaware, do execute this Certificate of Incorporation and hereby certify the following:



FIRST.
The name of this corporation is MVD, Inc.



SECOND.
The address of this corporation's registered office in the State of Delaware is 1013 Centre Road, in the city of Wilmington, 19805,
county of New Castle. The name of the agent at that address is Corporation Service Company.



THIRD.
The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized pursuant to
the General Corporation Law of the State of Delaware.



FOURTH.
The total number of shares of stock which this corporation shall have authority to issue is Fifty-Five Million (55.000,000) with
a par value of one mil ($.001) per share. Fifty Million (50,000,000) of those shares are Common Stock and Five Million (5,000,000)
of those shares are Preferred Stock. Each share of Common Stock shall entitle the holder thereof to one vote, in person or by
proxy, on any matter on which action of the stockholders of this corporation is sought. The holders of shares of Preferred Stock
shall have no right to vote such shares, except (i) as determined by the Board of Directors of this corporation in accordance
with the provisions of Section (3) of ARTICLE FIFTH of this Certificate of Incorporation, or (ii) as otherwise provided by the
Delaware General Corporation Law, as amended from time to time. The stockholders shall not possess cumulative voting rights. The
holders of shares of capital stock of the corporation shall not be entitled to pre-emptive or preferential rights to subscribe
to any unissued stock or any other securities which the corporation may now or hereafter be authorized to issue. The corporation's
capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided
mat the consideration so fixed is not less than par value.



FIFTH.
The Board of Directors of this corporation shall be, and hereby is, authorized and empowered, subject to limitations prescribed
by law and the provisions of Article FOURTH of this Certificate of Incorporation, to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and rights
of











the
shares of each such series and the qualifications, limitations or restrictions of each such series. The authority of the Board
of Directors with respect to each series shall include, but not be limited to, determination of the following:

(1)      
The number of shares that constitute such series and the distinctive designation of such series;

(2)      
The dividend rate on the shares of such series, whether dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares of such series;

(3)      
Whether such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such
voting rights;

(4)      
Whether such series shall have conversion privileges, and, if so, the terms and conditions of such conversion privileges, including
provision for adjustment of the conversion rate, in such events as the Board of Directors shall determine;

(5)      
Whether or not the shares of such series shall be redeemable, and, if so, the terms and conditions of such redemption, including
the date upon or after which those shares shall be redeemable, and the amount per share payable in the event of redemption, which
amount may vary in different circumstances and at different redemption dates;

(6)      
Whether that series shall have a sinking fund for the redemption or purchase of shares of such series, and, if so, the terms and
amount of such fund;

(7)      
The rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of this
corporation, and the relative rights of priority, if any, of payment of shares of such series;



(8)	Any
other relative rights, preferences and limitations of such series.



SIXTH.
Each director of this corporation shall not be personally liable to this corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any breach of such director's duty of loyalty to this
corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which
such director derived any improper personal benefit. In the event that the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of directors of this corporation, then the liability of
each director of this corporation shall be eliminated or limited to the fullest and most complete extent permitted by the Delaware
General Corporation Law, as so amended.











Any
repeal or modification of this article by the stockholders of this corporation shall not adversely affect any right or protection
of any director of this corporation existing at the time of such repeal or modification.



SEVENTH.
This corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision specified
in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at any such time then
in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate
of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.



EIGHT.
The incorporator of this corporation is Sheri Frouzesh whose mailing address is 1301 Dove Street, Suite 460, Newport Beach, California
92660.



NINTH.
The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation. The name and mailing address
of the person who is to serve as the initial director of this corporation until the first annual meeting of stockholders of this
corporation, or until his successor is elected and qualifies, is:





| | Christopher A. Cota       | 
| | ------------------------- | 
| | 215 North Federal Highway | 
| | Suite 6H                  | 
| | Boca Raton, Florida 33432 | 



TENTH,
(a) The number of directors constituting the entire Board of Directors of this corporation shall be not less than one (1) nor
more than eight (8) as fixed from time to time by vote of a majority of the entire Board of Directors of this corporation; provided,
however, that the number of directors shall not be reduced so as to shorten the term of any director at mat time in office.



(b)
Notwithstanding any other provisions of this Certificate of Incorporation or the bylaws of this corporation (and notwithstanding
the fact mat some lesser percentage may be specified by law, this Certificate of Incorporation or the bylaws of this corporation),
any director or the entire Board of Directors of this Corporation may be removed at any time, but only for cause and only by the
affirmative vote of the holders of seventy-five percent (75 %) or more of the outstanding shares of capital stock of this corporation
entitled to vote generally in the election of directors cast at a meeting of the stockholders of this corporation called for that
purpose. Notwithstanding the foregoing, and except as











otherwise
required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as
a class, to elect one or more directors of this corporation, the provisions of this article shall not apply with respect to the
director or directors elected by such holders of Preferred Stock.



ELEVENTH.
All of the powers of this corporation, insofar as the same may be lawfully vested by this Certificate of Incorporation in the
Board of Directors, are hereby conferred upon the Board of Directors of this corporation. In furtherance and not in limitation
of that power, the Board of Directors shall have the power to make, adopt, alter, amend and repeal from time to time the bylaws
of this corporation, subject to the right of the shareholders entitled to vote with respect thereto to adopt, alter, amend and
repeal bylaws made by the Board of Directors; provided, however, that Bylaws shall not be adopted, altered, amended or repealed
by the stockholders of this corporation, except by the vote of the holders of not less than two thirds (2/3) of the outstanding
shares of stock -entitled to vote upon the election of directors.



The
undersigned incorporator hereby acknowledges that the foregoing Certificate of Incorporation is her act and deed on this 7* day
of March, 2000.



Incorporator:

























STATE
OF DELAWARE SECRETARY OF STATE

DIVISION
OF CORPORATIONS FILED 09:00 AM 04/24/2001 010200226 - 3188494



CERTIFICATE
OF AMENDMENT TO

CERTIFICATE
OF INCORPORATION OF

MVD,
INC.

a
Delaware corporation





MVD,
Inc., a corporation organized under the General Corporation Law of the State of Delaware ("Corporation"), does hereby
certify:



FIRST:
The Corporation has received payment for its capital stock.



SECOND:
The amendment to the Corporation's Certificate of Incorporation set forth in the following resolution was approved by a majority
of the Corporation's Board of Directors and was duly adopted in accordance with the provisions of Section 242 of the General Corporation
Law of Delaware; and, further, was approved by the shareholders of the Corporation pursuant to Section 228 of the General Corporation
Law of the State of Delaware.



RESOLVED,
that the Certificate of Incorporation of the Corporation be amended by striking Article FIRST in its entirety and replacing therefor:
'FIRST: The name of this corporation shall be NT Media Corp. of California, Inc.1; and



RESOLVED,
the Certificate of Incorporation of the Corporation be amended by striking Article FOURTH in its entirety and replacing therefor:
'FOURTH: The total number of shares of stock which this corporation shall have authority to issue is One Hundred Five Million
(105,000,000) with a par value of one mil ($.001) per share. One Hundred Million (100,000,000) of those shares are Common Stock
and Five Million (5,000,000) of those shares are Preferred Stock. Each share of Common Stock shall entitle the holder thereof
to one vote, in person or by proxy, on any matter on which action of the stockholders of this corporation is sought. The holders
of shares of Preferred Stock shall have no right to vote such shares, except (i) as determined by the Board of Directors of this
corporation in accordance with the provisions of Section (3) of ARTICLE FIFTH of this Certificate of Incorporation, or (ii) as
otherwise provided by the Delaware General Corporation Law. as amended from time to time. The stockholders shall not possess cumulative
voting rights. The holders of shares of capital stock of the corporation shall not be entitled to pre-emptive or preferential
rights to subscribe to any unissued stock or any other securities which the corporation may now or hereafter be authorized to
issue. The corporation's capital stock may be issued and sold from time to time for such consideration as may be fixed by the
Board of Directors, provided that the consideration so fixed is not less than par value.'



IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be signed and attested by its duly authorized officer.











Dated:
April 24, 2001







|       |                     |  | By:  | /s/ Chris Mehringer
|------ | ------------------- |  | ---- | -------------------
|       |                     |  |      | Chris Mehringer    
|       |                     |  | Its: | President          
|       |                     |  |      |                    
|Attest |                     |  |     
|By:    | /s/ Chris Mehringer |  |      |                    
|       | Chris Mehringer     |  |      |                    
|       | Its: Secretary      |  |      |                    
|       |                     |  |      |                    























































State
of Delaware

Secretary
of State

Division
of Corporations

Delivered
08:00 AM 08/24/2004

FILED
08:00 AM 08/24/2004

SRV
040619121 - 3188494 FILE





STATE
OF DELAWARECERTIFICATE FOR RENEWALAND REVIVAL OF CHARTER



This
corporation organized under the laws of Delaware, the charter of which was forfeited for failure to obtain a registered agent,
now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:



|1. |  | The
                                                                                                                                                                      name of this corporation is NT MEDIA CORP. OF CALIFORNIA, INC.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | Its
                                                                                                                                                                      registered office in the State of Delaware is located at 2711 CENTERVTLLE RD.: STE 400 Street, City of WILMINGTONZip Code19808County ofNEW CASTLE the name and address of its registered agent is CORPORATION
                                                                                                                                                                      SERVICE COMPANY
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | The
                                                                                                                                                                      date of filing of the original Certificate of Incorporation in Delaware was MARCH 14 2000	.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The
                                                                                                                                                                      date when restoration, renewal, and revival of the charter of this  company Is to commence is the 28day of Febsame being prior to the date of the expiration of the charter. This renewal and revival of the character of this corporation
                                                                                                                                                                      is to be perpetual
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | This
                                                                                                                                                                      corporation was duly organized and carried on the business authorized by its charter until the 1 ST day of MARCH	A.D.
                                                                                                                                                                      2002 at which time its charter became inoperative and forfeited for failure to obtain a registered agent and this
                                                                                                                                                                      certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with
                                                                                                                                                                      the laws of the State of Delaware.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware,
as amended, providing for the renewal, extension and restoration of charters,ALI MOUSSAVIthe last and acting
authorized officer hereunto set his/her hand to this certificate this 18THday of August A.D.2004.





| | By:    | /s/Ali Moussavi       
| | ------ | ----------------------
| |        | Authorized
    Officer
| | Name:  | Ali Moussavi          
| |        | Print
    or type     
| | Title: | Secretary/Director    
| |        |                       
| |        |                       











State
of Delaware

Secretary
of State

Division
of Corporations

Delivered
08:00 AM 08/24/2004

FILED
08:00 AM 08/24/2004

SRV
040619121 - 3188494 FILE





STATE
OF DELAWARECERTIFICATE FOR RENEWALAND REVIVAL OF CHARTER





This
corporation organized under the laws of Delaware, the charter of which was forfeited for failure to obtain a registered agent,
now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:



|1. |  | The
                                                                                                                                                                      name of this corporation is NT MEDIA CORP. OF CALIFORNIA, INC.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | Its
                                                                                                                                                                      registered office in the State of Delaware is located at 2711 CENTERVTLLE RD STE 400 Street, City of WILMINGTONZip Code 19808	County of NEW CASTELE the name and address of its registered agent is CORPORATION
                                                                                                                                                                      SERVICE COMPANY
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | The
                                                                                                                                                                      date of filing of the original Certificate of Incorporation in Delaware was 03-14-2000	.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The
                                                                                                                                                                      date when restoration, renewal, and revival of the charter of this  company Is to commence is the 28THday of FEBRUARY same being prior to the date of the expiration of the charter. This renewal
                                                                                                                                                                      and revival of the character of this corporation is to be perpetual
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | This
                                                                                                                                                                      corporation was duly organized and carried on the business authorized by its charter until the 1 day of MARCH	A.D.
                                                                                                                                                                      2006 at which time its charter became inoperative and forfeited for failure to obtain a registered agent and this
                                                                                                                                                                      certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with
                                                                                                                                                                      the laws of the State of Delaware.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware,
as amended, providing for the renewal, extension and restoration of charters,ALI MOUSSAVIthe last and acting
authorized officer hereunto set his/her hand to this certificate this 14thday of JUNE A.D.2007.





| | By:    | /s/Ali Moussavi       
| | ------ | ----------------------
| |        | Authorized
    Officer
| | Name:  | Ali Moussavi          
| |        | Print
    or type     
| | Title: | Secretary/Director    
| |        |                       
| |        |                       

















State
of Delaware

Secretary
of State

Division
of Corporations

Delivered
02:12 PM 06/19/2007

FILED
02:12 PM 06/19/2007

SRV
070725958 - 3188494 FILE

STATE
OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION





The
corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:



FIRST:
That at a meeting of the Board of Directors of NT Media Corp. of California, Inc. resolutions were duly adopted setting forth
a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling
for a written consent of the majority of stockholders in lieu of a meeting of stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FOURTH"
so that, as amended, said Article shall be and read as follows:



The
total number of shares of stock which this corporation shall have authority to issue is One Billion Five Million (1,005,000,000)
with a par value of one mil ($0,001) per share. One Billion (1,000,000,000) of those shares are Common Stock and Five Million
(5,000,000) of those shares are Preferred Stock. Each share of Common Stock shall entitle the holder thereof to one vote, in person
or by proxy, on any matter on which action of the stockholders of this corporation is sought. The holders of shares of Preferred
Stock shall have no right to vote such shares, except (i) as determined by the Board of Directors of this corporation in accordance
with the provisions of Section (3) of ARTICLE FIFTH of this Certificate of Incorporation, or (ij) as otherwise provided by the
Delaware General Corporation Law, as amended from time to time. The stockholders shall not possess cumulative voting rights. The
holders of shares of capital stock of the corporation shall not be entitled to pre-emptive or preferential rights to subscribe
to any unissued stock or any other securities which the corporation may now or hereafter be authorized to issue. The corporation's
capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.



SECOND:
That thereafter, pursuant to resolution of its Board of Directors, a written consent in lieu of a meeting of stockholders was
duly circulated to not more than ten (10) stockholders of the corporation, in accordance with Section 228 of the General Corporation
Law of the State of Delaware, from which written consent the necessary number of shares as required by statute were voted in favor
of the amendment.















THIRD
That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.



IN
WITNESS WHEREOF, said corporation has caused this certificate to be signed this 7th day of June 2007.





| | By: | /s/Ali Moussavi        
| | --- | -----------------------
| |     | Ali Moussavi           
| |     | Chief Executive officer























































State
of Delaware

Secretary
of State

Division
or Corporations

Delivered
08:58 AM 01/18/2001

FILED
08:58 AM 01/18/2001

SRV
010824365 - 3188494 FILE





STATE
OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION





The
corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:



FIRST:
That at a meeting of the Board of Directors of NT Media Corp. of California, Inc. resolutions were duly adopted setting forth
a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling
for a written consent of the majority of stockholders in lieu of a meeting of stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:



RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FOURTH"
so that, as amended, said Article shall be and read as follows:



|(1) |  | The
                                                                                                                                                                       total number of shares of stock which this corporation shall have authority to issue is One Billion Five Million (1,005,000,000)
                                                                                                                                                                       with a par value of $0,001 per share. One Billion (1,000,000,000) of those shares are Common Stock and Five Million (5,000,000)
                                                                                                                                                                       of those shares are Preferred Stock. Each share of Common Stock shall entitle the holder thereof to one vote, in person or by
                                                                                                                                                                       proxy, on any matter on which action of the stockholders of this corporation is sought. The holders of shares of Preferred Stock
                                                                                                                                                                       shall have no right to vote such shares, except (i) as determined by the Board of Directors of this corporation in accordance
                                                                                                                                                                       with the provisions of Section (3) of ARTICLE FIFTH of this Certificate of Incorporation, or (ii) as otherwise provided by the
                                                                                                                                                                       Delaware General Corporation Law, as amended from time to time. The stockholders shall not possess cumulative voting rights. The
                                                                                                                                                                       holders of shares of capital stock of the corporation shall not be entitled to pre-emptive or preferential rights to subscribe
                                                                                                                                                                       to any unissued stock or any other securities which the corporation may now or hereafter be authorized to issue. The corporation's
                                                                                                                                                                       capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided
                                                                                                                                                                       that the consideration so fixed is not less than par value.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Upon
                                                                                                                                                                       filing this Certificate of Amendment to the Certificate of Incorporation (the "Split Effective Date"), each one hundred
                                                                                                                                                                       (100) shares of Common Stock, par value $0,001 per share, of the Corporation issued and outstanding or held as treasury shares
                                                                                                                                                                       immediately prior to the Split Effective Date (the "Old Common Stock") shall automatically without any action on part
                                                                                                                                                                       of the holder thereof, be reclassified and changed into one share of common stock, par value $0,001 per share, which the Corporation
                                                                                                                                                                       shall be authorized to issue immediately subsequent to the Split Effective Date (the "New Common Stock"). Each
                                                                                                                                                                       holder of a certificate or certificates which immediately prior to the Split Effective. Date represented outstanding shares of
                                                                                                                                                                       Old Common Stock (the "Old Certificates") shall, from and after the Split Effective Date, be entitled to receive upon
                                                                                                                                                                       surrender of such Old Certificates to the Corporation's transfer agent for cancellation, a certificate or certificates (the "New
                                                                                                                                                                       Certificates") representing the shares of New Common Stock into which the shares of Old Common Stock formerly represented
                                                                                                                                                                       by such Old Certificates so surrendered are reclassified under the terms hereof. No fractional shares of New Common Stock of the
                                                                                                                                                                       Corporation shall 1?'e. issued. No stockholder of the Corporation shall transfer any fractional shares of Common Stock of the
                                                                                                                                                                       Corporation, The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of Common
                                                                                                                                                                       Stock of the Corporation. Instead, any fractional shares shall be rounded down to the nearest whole share and the Corporation
                                                                                                                                                                       shall pay the holders of such fractional shares in cash the fair value of the fractional shares
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SECOND:
That thereafter, pursuant to resolution of its Board of Directors, a written consent in lieu of a meeting of stockholders was
duly circulated to stockholders of the corporation, and in accordance with Section 228 of the General Corporation Law of the State
of Delaware, from which written consent the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:
That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.



IN
WITNESS WHEREOF, said corporation has caused tins certificate to be signed this 18th day of July 2007,







| | By: | /s/Ali Moussavi        
| | --- | -----------------------
| |     | Ali Moussavi           
| |     | Chief Executive officer











State
of Delaware

Secretary
of State

Division
of Corporations

Delivered
08:00 AM 07/01/2011

FILED
08:00 AM 07/01/2011

SRV
040619121 - 3188494 FILE





STATE
OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER



This
corporation organized under the laws of Delaware, the charter of which was voided for non-payment of taxes adn/or failure to file
a complete annual report, now desires to procure a restoration, renewal and revival of its charter pursuant to section 312 of
the General Corporation Law of the state if Delaware, and hereby certifies as follows:



|1. |  | The
    name of this corporation isNT MEDIA CORP. OF CALIFORNIA, INC.
|-- |  | ---------------------------------------------------------------------

|2. |  | The
    registered office of the Corporation in the State of Delaware is located at 2711 CENTERVTLLE RD STE 400Street,
    City of WILMINGTONZip Code19808The name of the Registered Agent as such address upon whom
    process againest this corporation may be servedis CORPORATION SERVICE COMPANY   2011 CENTRVILLE RD SUITE 400,
    WILMINGTON, DE
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | The
    date of filing of the Corporation’s original Certificate of Incorporation in Delaware was 3/14/2000.
|-- |  | ------------------------------------------------------------------------------------------------------------

|4. |  | The
    renewal and revival of the charter of this corporation is to be perpetual.
|-- |  | ----------------------------------------------------------------------------------

|5. |  | This
    corporation was duly organized and carried on the business authorized by its charter until the 1st day of MARCH	A.D.
    2009 at which time its charter became inoperative and void for non payment of taxes and /or failure to file a complete
    annual report and the certificate for renewal and revival is filed by authority of the duly elected directors of the corporation
    in accordance with the laws of the State of Delaware.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | By:    | /s/Ali Moussavi       
| | ------ | ----------------------
| |        | Authorized
    Officer
| | Name:  | Ali Moussavi          
| |        | Print
    or type     
| | Title: | Secretary/Director    
| |        |                       
| |        |                       















I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

"GLOBAL
HEALTH VOYAGER, INC. ", A DELAWARE CORPORATION,

WITH
AND INTO "NT MEDIA CORP. OF CALIFORNIA, INC. " UNDER THE NAME OF "GLOBAL HEALTH VOYAGER, INC. ", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE FOURTH DAY OF AUGUST,
A.D. 2011, AT 6:05 O'CLOCK P.M.

AND
I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE TENTH DAY OF AUGUST, A.D.
2011.

A FILED COPY OF THIS
CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

















































Stateof Delaware

Secretary
of State

Division
of Corporations

Delivered
06:05 PM 08/04/2011

FILED
06:05 PM 08/04/2011

SRV
110891874 - 3188494 FILE



CERTIFICATE
OF OWNERSHIP AND MERGER

MERGING

GLOBAL
HEALTH VOYAGER, INC.

INTO

NT
MEDIA CORP. OF CALIFORNIA, INC.



(Pursuant
to Section 253 of the General Corporation Law of the State of Delaware)



NT
Media Corp. of California, Inc. (the "Company"), a corporation incorporated under the name MVD, Inc. on March 14, 2000
pursuant to the General Corporation Law of the State of Delaware (the "DGCL"), having changed its name to NT Media Corp.
of California, Inc. by amendment to its Certificate of Incorporation on April 24, 2001, hereby certifies that the Company owns
100% of the capital stock of Global Health Voyager, Inc., a Delaware corporation incorporated on August 4, 2011 pursuant to the
DGCL, and that the Company, by resolutions of its Board of Directors duly adopted at a meeting held on July 25, 2011, determined
to merge Global Health Voyager, Inc. into itself and to effect a change of the Company's name to Global Health Voyager, Inc. in
connection with such merger, pursuant to Section 253 of the DGCL, and that such resolutions are as follows:



WHEREAS,
it is advisable and in the best interests of the Company to change the name of the Company from NT Media Corp. of California.
Inc. to Global Health Voyager, Inc. (the "Name Change") and to effect such Name Change pursuant to the provisions of
Section 253 of the DGCL; and



WHEREAS,
in connection with the Name Change, the Company desires to form a wholly owned subsidiary, Global Health Voyager, Inc., a Delaware
corporation (the "Subsidiary1'), to merge with and into the Company pursuant to the provisions of Section 253
of the DGCL, so thai the Company will be the surviving corporation following the merger.

NOW,
THEREFORE, BE IT, RESOLVED that the Name Change is authorized and approved;

RESOLVED
that the Company shall cause the Subsidiary to be formed under the DGCL;

RESOLVED
that, pursuant to Section 253 of the DGCL, the Company shall merge the Subsidiary with and into itself, so that the Company possesses
all of the Subsidiary's property, rights, privileges and powers, and assumes all of the Subsidiary's liabilities and obligations;

RESOLVED
that, in connection with the merger, the name of NT Media Corp. of California, Inc. shall be changed to Global Health Voyager,
Inc.;



RESOLVED
that the appropriate officers of the Company be, and each of them hereby is, authorized and empowered to make and execute a Certificate
of Ownership and Merger setting forth a copy of these resolutions, and to file the Certificate of Ownership and Merger in the
office of the Secretary of State of the State of Delaware;



RESOLVED
that the effective date of the Certificate of Ownership and Merger, the merger and the Name Change provided for in the Certificate
of Ownership and Merger shall be August 10, 2011;













RESOLVED
that, in connection with the Name Change, the appropriate officers of the Company be, and each of them hereby is, authorized and
empowered, for and on behalf of the Company, to file any and all notices and filings deemed necessary or appropriate by such officer,
including with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Company's transfer agent,
the Depository Trust Company and CUSIP Global Services, and to obtain a new trading symbol and CUSIP number and to execute all
documents, disburse such funds and take al! necessary and appropriate actions in connection with any of the foregoing;



RESOLVED
that, in connection with the Name Change, the appropriate officers of the Company be, and each of them hereby is, authorized and
empowered, for and on behalf of the Company, to execute and file any and all documents required to effectuate the Name Change
in any U.S. state or territory in which the Company is authorized to do business;



RESOLVED
that, in connection with the Name Change, the Company's stock certificates for its common stock, par value $0.001 per share, shall
be modified to reflect the name Global Health Voyager, Inc., and such modified stock certificates are hereby authorized and approved;
and that a new form of corporate seal, reflecting the name Global Health Voyager, Inc., is adopted and approved;



RESOLVED
that, in connection with the Name Change, the appropriate officers of the Company be, and each of them hereby is, authorized and
empowered, for and on behalf of the Company, to prepare, execute and deliver all documents, notices and resolutions that may be
required by any bank in connection with any accounts maintained by the Company; and

RESOLVED
that the appropriate officers of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf
of the Company, to take or cause to be taken all such further actions, to execute and deliver all such instruments and documents,
to disburse such funds, engage such persons, and do all acts and things whatsoever, which they, in their judgment, determine to
be necessary, appropriate or desirable to fully cany out the intent and purpose of the foregoing resolutions.



[Signature
page follows]















IN
WITNESS WHEREOF, NT Media Corp. of California, Inc. has caused this certificate to be signed by an authorized officer on	August
4 , 2011.





| | By: | /s/Ali Moussavi        
| | --- | -----------------------
| |     | Ali Moussavi           
| |     | Chief Executive officer