Converted by EDGARwiz


EXHIBIT 4.1




           NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT

         INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA




                                               CUSIP NO. ___________




NUMBER                                                        SHARES




PIONEER CONSUTLING GROUP, INC.

                          ------------------

             AUTHORIZED COMMON STOCK: 100,000,000 SHARES

                           PAR VALUE: $.001







THIS CERTIFIES THAT ________________________________________________




IS THE RECORD HOLDER OF ____________________________________________




- Shares of Pioneer Consulting Group, Inc. Common Stock -




transferable on the books of the Corporation in person or by duly

authorized attorney, upon surrender of this Certificate properly

endorsed. This Certificate is not valid unless countersigned by the

Transfer Agent and registered by the Registrar.




     WITNESS the facsimile seal of the Corporation and the facsimile

signature of its duly authorized officers.




Dated: ___________________







                                        /s/ Matthew J. Marcus

                                        ----------------------------

                                                           President







Pioneer Consulting Group, Inc.

Corporate

Seal

Nevada

                                 ****




NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT




              Countersigned Registered:

             HOLLADAY STOCK TRANSFER, INC.

                2939 North 67th Place         By ___________________

                Scottsdale, AZ 85251            Authorized Signature







NOTICE: Signature must be guaranteed by a firm which is a member of

a registered national stock exchange, or by a bank (other than a

saving bank), or a trust company.




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

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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF

ASSIGNEE)







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------------------------------------------------------------- Shares




of the capital stock represented by the within Certificate, and do

hereby irrevocably constitute and appoint




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Attorney to transfer said stock on the books of the within named

Corporation with full power of substitution in the premises.




Dated _____________________________







X

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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE

NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR

WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.




  SIGNATURE GUARANTEED: