VIC DAVIDSON MUSIC & PRO MULTIMEDIA,INC.

Filed by:

Victor I. Della Rossa,
1186 Broadway,
Suite 1121,
New York, New York 10001

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                                                VIC DAVIDSON MUSIC & PRO MULTI-MEDIA, INC.

Under Section 402 of the Business Corporation Law.

The undersigned, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of the State of New York, does hereby certify and set forth:

           FIRST.. The name of the corporation is

                                                 VIC DAVIDSON MUSIC &  PRO MULTI-MEDIA, INC.

           SECOND.. The purposes for which the corporation is formed are:

To engage in any lawful act or activity for which corporations may be organized under the business corporation law, provided that the corporation is not formed to engage in any act or activity which requires the act or approval of any state official, department, board, agency or other body without such approval or consent first being obtained.

To establish, maintain and conduct a general service organization for the purpose of providing television, radio and internet broadcasting. To maintain executive and operating personnel for the purpose of providing televison, radio and internet broadcasting. Generally to do everything ordinarily done by those engaged in a similar line of business including owning, buying, selling, renting, leasing and otherwise dealing with and disposing of any and all equipment, materials, supplies and accessories necessary to conduct the foregoing, and to dispose of all real and personal property.

To produce, reproduce, exploit, exhibit, present, perform and broadcast television commercials, theatrical plays, dramas, operas, musical compositions or scores, banets, musical comedies, books and an dramatic, musical and motion picture productions and publications of every kind, both copyrighted and uncopyrighted, for public or private performancein any state, or possession of the United States of America or any foreign state, country, or territory throughout the world, or stage, by radio, mechanical recording, television and an scientific processes of a like or similar nature now in being or which shall hereafter be discovered or invented, either with or without sound effects or talking sequences or sound effects throughout such production, and to lease, license, grant rights, powers and privileges therein to other persons, firms or corporations throughout the world; to manufacture, produce, adapt, prepare, buy, sell, distribute, license and otherwise deal in any materials, articles, devices, processes or things required in connection therewith or incidental thereto, and to employ ,actors, artists, dancers, singers, performers, artisans, mechanics and other persons in connection therewith.

To acquire by purchase, subscription, underwriting or otherwise, and to own, hold for investment, or otherwise, and to use, sell, assign, transfer, mortgage, pledge, exchange or otherwise dispose of real and personal property of every sort .and description and wheresoever situated, including shares of stock, bonds, debentures, notes, scrip, securities, evidences of indebtedness, contracts or obligations of any corporation or association, 'whether domestic or foreign, or of any firm or individ, m! or of the United States or any state, territory or dependency of the United States or any foreign country, or any mnnlcipality or local authority within or without the United States, and also to issue in exchange therefore, stocks, bonds or other securities or evidences of indebtedness of this corporation end, while the owner or holder of any such property, to receive, collect and dispose of the interest, dividends and income on or from such property and to possess and exercise in respect thereto all of the rights, powers and privileges of ownership, including an voting powers thereon.

To construct, build, purchase, lease or otherwise acquire, equip, hold, own, improve, develop, manage, maintain, control, operate, lease, mortgage, create liens upon, sell, convey or otherwise aiapose of and turn to account, any and an plants, machinery, works, implements and things or property, real end personal, of every kind and description, incidental to, connected with, or suitable, necessary or convenient for any of the purposes enumerated herein, inclualng an or any part or parts of the properties, assets, business and goodwill of any persons, firms, associations or corporations.

The powers, rights and privileges provided in this Certificate are not to be deemed to be in limitation of similar, other or additional powers, rights and privileges granted or permitted to a corporation by the Business Corporation Law, it being intended that this corporation shall have an rights, powers and privileges granted or permitted to a corporation by such statute.

           THIRD.. The office of the corporation is to be' located in the County of New York, State of New York.

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           FOURTH.. The aggregate number of shares which the corporation shall have the authority to issue is Two Hundred (200), an of which shall be without par value.

           FIFTH.. The Secretary of State is designated as the agent of the corporation upon whom process against it may be served.  The post office address to which the Secretary of State shall mail a copy of any process agsinst the corporation served on him is:

           SIXTH.. The personsal liability of directors to the corporation or its shareholders for damages for any breach-of duty in such capacity is hereby eliminated except that such personal liability shall not be elliminated if a judgment or other final adjudication adverse to such director establishes that his acts or onnsmons were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled or that his acts violated Section 719 of the Business Corporation Law.

IN WITNESS WHEREOF, this certificate has been subscribed to this 10th day of August, 2000 by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

GERALD WEINBERG
       90 State Street
    Albany, New York

1. The certificate of incorporation of this corporation was duly filed in the Office of the Department of State of the State of New York on the llth day of August 2000. A copy of the certificate of Incorporation and the filing notice received from the Department of State is Annexed hereto and is to be inserted in the minutes.

2. The undersigned, as sole incorporator, has adopted the annexed by.laws as the by-laws of this corporation and directed that they be inserted in the minutes.

3. The following corporation, to hold shareholders of this corporation:

were duly elected as the directors of the office until the first annual meeting of the shareholders of this corporation:

 
The directors assumed their office.

DATED: August 11, 2000

INCORPORATOR

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It has come to my attention that many practitioners are unaware of the range of services performed by Gerald Weinberg. P.C.
Consequently. please be advised that in addition to the incorporating services in New York and throughout the country, we offer the following:
 

1. Obtaining corporate reinstatements as well as o~er kinds of documents throush v_he NYS Dept. of Taxation & Finance,

2. Obtaining gains tax clearance through the Gains Tax Processing Unit in connection with real estate transfers,

3. Obtaining Releases of Liens & Waivers £rom the Estate & Gift Tax Unit in connection with decedents' estates in certain circumstances,

4.  Obtaining tax exempt status by drafting, processing, and completing 501 (C) (3) applications for submission to the IES in connection with Not-For-Profit corporations,

_{5.  Obtaining & expediting various real estate applications for licenses through the Division of Licensing Services of the Secretary of State's 0ffice,}

_{6.  Handling of various matters, applications and documents through NYS agencies and departments,}

_{7.  Obtaining Judicial approval in connection with Orders To Show Cause,}

_{8.  Drafting and filing orders to show case to reverse, cancel, end nesate metsets, dissolutions, end certain other corporate filings,}

_{9.  Processing, filing & handling calendar and motion practice & related matters in all local Courts, including acting as co-counsel in ~nor matters & proceedings, and}

_{10. Document retrieval in local courts, departments end asencies.}

_{The above list is representative but not exhaustive of the types of services that we are able to provide.  In the event that you do not see a desired service listed, I invite you to call end discuss your needs with us.  We welcome the opportunity to assist you with your practice, however, in the event that you cannot avail yourself of these services, please pardon my initiative.}