SB-2

As filed with the Securities and Exchange Commission on December 1, 2004

Commission File No.:             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

Registration Statement

under the Securities Act of 1933

GLOBAL MUSIC INTERNATIONAL, INC.

(Name of small business Issuer as specified in its charter)

FLORIDA	7380	20-1354562
(State or Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

20 Old Stagecoach Road, Redding, Connecticut 06896 (203) 938-1900

(Address and telephone number of principal executive offices)

20 Old Stagecoach Road, Redding, Connecticut 06896

(Address of principal place of business or intended principal place of business)

Richard P. Greene, 2455 E. Sunrise Boulevard, Suite 905, Ft. Lauderdale, FL 33304 (954) 566-6141

(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after the Commission declares this Registration Statement effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock	20,300,000 shares	(1)	$	.0001	$	2,030.00	$	.26
Common Stock	1,107,000 shares	(2)	$	.25	$	276,750.00	$	35.06
Total	21,407,000 shares						$	35.32

(1) Registered founders shares.

(2) Registered for resale on behalf of selling shareholders

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Prospectus (subject to completion) dated December 1, 2004

PRELIMINARY PROSPECTUS

GLOBAL MUSIC INTERNATIONAL, INC.

21,407,000 Shares Common Stock

We are going to register 21,407,000 shares of our common stock for shareholders of our company (see “Selling Shareholders”). Prior to this registration, there has been no public market for our securities, however, upon completion of this registration, we intend to become listed on the OTC Bulletin Board. We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

THE PURCHASE OF OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. (SEE

“ RISK FACTORS” COMMENCING ON PAGE 2 FOR A DISCUSSION OF CERTAIN

FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.) THE

COMMON STOCK BEING OFFERED IS NOT LISTED ON ANY NATIONAL SECURITIES

MARKET.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE

SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES

OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.

WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS

PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT

SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE

OFFER OR SALE IS NOT PERMITTED.

The date of this Prospectus is                     , 2004

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
The Company	1
SUMMARY FINANCIAL DATA	1
RISK FACTORS	2
USE OF PROCEEDS	7
BUSINESS OF THE COMPANY	7
Background	7
Industry Background	7
Plan of Operation	8
Historical Information About Our Product	8
Employees	8
Property	8
Dividend Policy	8
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	9
Overview	9
Results of Operations	9
Liquidity and Capital Resources	10
New accounting pronouncements	10
Critical Accounting Policies	11
Capital Assets/Impairment	11
MANAGEMENT	11
Committees	12
Executive Compensation	12
Grants of Stock Options	12
Compensation of Directors	12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	13
Security Ownership of Certain Beneficial Owners and Management	13
PRINCIPAL SHAREHOLDERS	13
SELLING SHAREHOLDERS	14
DESCRIPTION OF SECURITIES	15
Common Stock	15
Shares Eligible for Future Sale	15
Rule 144	16
Dividend Policy	16
Transfer Agent and Registrar	16
Penny Stock Rules	16
Limitation of Liability and Indemnification of Officers and Directors	17
Where You Can Find Additional Information	17
PLAN OF DISTRIBUTION	17
Disclosure of Commission Position On Indemnification For Securities Act Liabilities	18
LITIGATION	19
LEGAL MATTERS - OPINION OF COUNSEL	19
EXPERTS	19

Index to Financial Statements

Financial Statements

PROSPECTUS SUMMARY

The Company

We are a Florida corporation doing business as Independent Music Network, which was formed for the purpose of operating as a diversified entertainment company. We are currently webcasting our program which consists of music videos of unsigned artists/bands from around the world through our website www.IMNTV.com. We intend to continually improve the content and quality of our programming and to focus primarily on reaching agreements with wireless companies globally to provide content for mobile broadcast on a subscription basis. (See “Business of the Company.”)

This prospectus includes shares of common stock that may be offered by certain selling shareholders. Our common stock is not currently trading, however, we intend to have our shares trade on the OTC Bulletin Board upon completion of this registration.

We will not receive any funds from the distribution of the shares of common stock offered by this prospectus since only shares of common stock held by existing shareholders are being registered hereby. The shares may be offered in transactions on the OTC Bulletin Board once we have completed the listing process. The shares may be offered in negotiated transaction, or through a combination of such methods of distribution at prices relating to prevailing market prices or at negotiated prices. No commissions or discounts are being paid or allowed in conjunction with this distribution.

To date, we have received no revenue from operations and ($1,525,382) represents our net losses since inception.

SUMMARY FINANCIAL DATA

The following summary financial and other data should be read in conjunction with “Management’s Discussion and Analysis or Plan of Operation,” and the financial statements and related notes of Global Music International, Inc., appearing in this Prospectus beginning on page F-1. The selected financial data was derived from our audited financial statements as of October 31, 2004 and for the periods from July 1, 2004 (inception) through October 31, 2004.

Selected Statements of Operations Data

Revenues	$	—
Impairment of capital assets		1,500,000
Interest expense		22,500
General and administrative expenses		2,882
Net loss	$	1,525,382

Selected Balance Sheet Data

	October 31, 2004
Current assets	$	265,762
Total assets		265,762
Current liabilities		1,568,963
Total Stockholders’ Deficiency	$	(1,303,201	)

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RISK FACTORS

Our business involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are material risks facing our contemplated operations. All material risks will be discussed in this section.

If any of the following risks occur, our business financial condition or results of operations could be materially harmed and in such case you may lose all or part of your investment.

You could lose all of your investment if we do not remain a going concern.

We rely on our senior management and will be harmed if any or all of them leave

Our success is dependent on the efforts, experience and relationship of Corinne Fallacaro and Christopher Mauritz. If any of these individuals are unable to continue in their role, our business would be adversely effected as to its business prospects and earnings potential. We do not currently carry any insurance to compensate for any such loss.

There are many competitors in our market and we may not be able to effectively compete against them

The business of marketing music video products is highly competitive. This market segment includes numerous manufacturers, distributors, marketers, and retailers that actively compete for the business of consumers both in the United States and abroad. In addition, the market is highly sensitive to the introduction of new products that may rapidly capture a significant share of the market. As a result, our ability to remain competitive depends in part upon its successful introduction and consumer acceptance of new products.

We are a development stage company which means our operations may not be successful

We were incorporated in July 2004 and although we have certain assets, we have not executed our business model and are considered to be in the development stage. Our ability to maintain and achieve profitability is dependent on the execution of our business plan to generate cash flow to fund future growth. There can be no assurance that our results of operations or marketing strategy will prove successful.

We have no public trading market for our securities

Although we intend to complete a public registration of our securities, there is currently no public market for our securities. We are not subject to the periodic filing and reporting requirements of the Securities Exchange Act of 1934. Accordingly, prospective investors are cautioned that there is no available public information about our financial status and operations. We intend to distribute financial statements to our shareholders on an annual basis, but cannot provide assurances that such financial statements will be available, or, if available, will be audited.

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If we are unable to obtain additional capital in the near future, we may have to curtail or cease operations

We expect that we will need to raise funds in the immediate future in order to meet our working capital requirements. We may not be able to obtain additional financing on terms favorable to us, if at all. If adequate funds are not available to us, we may have to curtail or cease operations, which would materially harm our business and financial results. To the extent we raise additional funds through further issuances of equity or convertible debt or equity securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Furthermore, any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

We have no operating history that makes an evaluation of our business difficult

Our lack of operating history makes it difficult to evaluate our current business and prospects or to accurately predict our future revenues or results of operations. Our business model, and accordingly our revenue and income potential, is new and unproven. In addition, we are subject to risks and difficulties frequently encountered by early-stage companies in new and rapidly evolving markets.

We have a new and unproven business model and may not generate sufficient revenues for our business to survive or be successful

Our business model is based on the commercial viability of a web site devoted to the broadcast of music videos of amateur and professional artists. In order for our business to be successful, we must not only develop services that directly generate revenues, but also provide content and services that attract wireless and cable providers who will contract with us to air our website. Our business model assumes that wireless operators and cable providers in many markets will air our programming and that we anticipate we will be able to generate significant revenues through subscription per subscriber payments where wireless operators will pay us a monthly subscription payment for access to our program content. Each of these assumptions is unproven, and if any of the assumptions is incorrect, we may be unable to generate sufficient revenues to sustain our business or to obtain profitability. At the present time, we have no contracts, arrangements or agreements with either wireless or cable providers.

We have no operating history and expect to incur losses in the future

We have no operating history and have generated no revenues. We have not achieved profitably and expect to incur losses for the foreseeable future. We expect those losses to increase as we continue to incur expenses to develop our products and services. We believe that our business depends on our ability to significantly increase revenues and to limit our operating expenses. If our revenues fail to grow at anticipated rates or our operating expenses increase without a commensurate increase in our revenues, or we fail to adjust operating expense levels appropriately, we may never be able to achieve profitability.

Our future operating results are likely to be volatile and may cause our equity value to fluctuate

Our future revenues and operating results, if any, are likely to vary from quarter to quarter due to a number of factors, many of which are outside of our control. Factors which may cause our revenues and operating results to fluctuate include the following:

• the willingness of wireless companies to broadcast our programming;

• market acceptance of our music video programming on our web site;

• the timing and uncertainty of sales cycles;

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• new services offered by current or future competitors; and

• general economic conditions, as well as economic conditions specific to the music industry.

We are subject to all of the risks and uncertainties associated with the entertainment industry, all of which may have an adverse impact on our business and results of operations

Our future operating results will depend upon numerous factors beyond our control, including the popularity, price and timing of programming and special events being released and distributed, national, regional, and local economic conditions, changes in demographics, the availability of alternative forms of entertainment, critical reviews and public tastes and preferences, which change rapidly and cannot be predicted. If we are unable to successfully anticipate and respond to relatively rapid changes in consumers’ tastes and preferences, our business and operating results will be adversely affected.

Funds are not and may not be available to pay demand note

We have issued a promissory note to our President, Corinne Fallacaro, in the amount of $1.5 million. The note pays interest at 6% per annum and is payable upon demand. Further, the note is secured by all of our assets. In the event demand is made for payment of the note, there can be no assurance that we will have the funds to pay the note and accrued interest. Failure to pay the note on demand may cause us to forfeit all of our assets. At the present, if the demand were made, we could not satisfy the note.

There may be claims made against our assets which we acquired by virtue of a default

Our assets, which we purchased from Corinne Fallacaro, were formerly owned by Falcon Entertainment Corp. (“Falcon”). These assets were pledged by Falcon as security pursuant to a Security Agreement for the payment of a $700,000 promissory note that was payable to James and Corinne Fallacaro and which was subsequently assigned to Corinne Fallacaro. The assets were acquired by our President, Corinne Fallacaro, in January 2001 after Falcon defaulted on a $700,000 promissory note dated October 3, 2000, by virtue of the provisions contained in the Security Agreement and pursuant to the various provisions of the Uniform Commercial Code of Connecticut. Because there was no judicial determination as to the validity of the transfer of title of the assets to Corinne Fallacaro, there can be no assurance that shareholders of Falcon will not assert any claims which challenge the validity of the transfer of assets. In the event such a challenge was successful, our operations would be severely impaired.

We may be unable to attract and retain independent contractors, which would adversely affect our ability to develop and effectively operate our business

Our future performance will depend largely on the efforts and abilities of our present management and our ability to hire independent contractors. Our success will depend on our ability to attract independent contractors in the future. The market for such persons is extremely competitive and we may not find qualified independent contractors. The loss of, or the inability to attract independent contractors may harm our ability to develop and effectively manage our business.

Current or future government regulation may add to our operating costs.

We may face unanticipated operating costs because of the current uncertainty surrounding potential government regulation of the Internet, e-commerce, wireless and cable use. We believe that we are not currently subject to direct regulation of our current and expected activities, other than regulations generally applicable to businesses. However, the Internet has rapidly emerged as a commerce medium, and governmental agencies have not yet been able to adapt all existing regulations to the Internet environment. Laws and regulations may be introduced and court decisions reached that affect the Internet or other online services, covering issues such as user pricing, user privacy, freedom of expression, access

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charges, content and quality of products and services, advertising, intellectual property rights and information security. Complying with new regulations would increase our operating costs. Furthermore, we may be subject to the laws of various jurisdictions where we actually conduct business. Our failure to qualify to do business in a jurisdiction that requires us to do so could subject us to fines or penalties and could have a material adverse impact on our business and operations.

We may be unable to adequately protect our proprietary rights, which could result in their unauthorized use by our competitors and have an adverse impact on our revenues

Our success depends in part on our ability to protect our proprietary rights. There can be no assurance that the measures taken by us to protect our proprietary rights will be adequate to prevent misappropriation or independent development by others of programming and media concepts based upon, or otherwise similar to, those of our network. In addition, although we believe that our programming and concepts have been independently developed and do not infringe on the proprietary rights or trade secrets of others, there can be no assurance that our methods and concepts do not and will not so infringe or that third parties will not assert infringement claims, trade secret violations, competitive torts or other proprietary rights violations against us in the future. In the case of infringement, we could, under certain circumstances, be required to modify our programming or obtain a license. There can be no assurance that we would be able to do either in a timely manner or upon acceptable terms and conditions, and such failure could have a material adverse effect on our operations, cash flows and financial condition. There can also be no assurance that we will have the resources to defend or prosecute proprietary rights or infringement actions.

If we fail to attract new artists for our music web site, we may not be able to attract wireless operators and cable providers

Our success depends upon our ability to attract wireless operators and cable providers to enter into arrangements with us to broadcast or disseminate the content currently on our website to the consumers and viewers. If we do not continually augment and improve our music and video content with new amateur and professional artists, we will not be able to attract or maintain wireless operators and cable providers. Since our revenue is anticipated to be derived from subscription fees paid by wireless customers and advertising obtained in cable broadcasts, unless we can attract and maintain these relationships we will not be successful.

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If we do not attract loyal support from our targeted viewing audience, our business will be adversely affected

Our business plan is predicated on our company attracting active and loyal support from the community of music fans that have an interest in independent music. There can be no assurance that there will be significant support from our anticipated viewership segment or that sufficient public acceptance of our programming will enable us to operate profitably.

Delivery of our content via the internet may be interrupted due to systems failures, natural disasters or other causes

We are subject to the risk that delivery of our services via the Internet may be interrupted as a result of satellite failure, communications and/or network equipment damage caused by natural disasters such as earthquakes and fires, hardware failures, increased stress on communications and/or network hardware, local power losses or other telecommunications failures and/or capacity constraints on us or our vendors’ or suppliers’ hardware. Any such interruptions may cause us to lose viewers and, accordingly, may adversely affect our business and results of operations.

Our inability to attract wireless operators and cable providers will impair our business and our ability to earn a profit

Our business model depends on our ability to establish and maintain business relationships with wireless operators and cable providers. The business relationships with wireless providers would allow our company to provide program content to these operators for the purpose of selling subscriptions to their consumer base and providing revenue to our company based upon the number of subscribers obtained. The business relationships with cable providers, if established, would allow our video and music content as contained on our website to be broadcast through various networks with revenue to be recognized through advertising. Failure to attract and enter into these relationships will result in our company not achieving revenues resulting from the implementation of our business model.

The holdings of our controlling stockholder may limit your ability to influence the outcome of director elections and other matters subject to a stockholder vote, including a sale of our company on terms that may be attractive to you

Corinne Fallacaro, our president and chairman of our board of directors, currently owns approximately 79% of our outstanding common stock. Ms. Fallacaro’s stock ownership and management positions enable her to exert considerable influence over us, including the election of directors and the approval of other actions submitted to our stockholders. In addition, without the consent of Ms. Fallacaro, we may be prevented from entering into transactions that could be viewed as beneficial to other stockholders, including a sale of our company. This could prevent you from selling your stock to a potential acquiror.

If the selling shareholders all elect to sell their shares of our common stock at the same time, the market price of our shares may decrease

It is possible that the selling shareholders will offer all of the shares for sale. Further, because it is possible that a significant number of shares could be sold at the same time, the sales, or the possibility thereof, may have a depressive effect on the future market price of our common stock.

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Forward-Looking Statements

Some of the information contained in this Prospectus involves forward-looking statements. These statements include, but are not limited to, statements about our industry, plans, objectives, expectations and other statements that are not historical facts. Forward-looking statements by their nature involve risks and uncertainties. Therefore, actual results may differ materially from those implied or expressed by these statements. Accordingly, you should not place undue reliance on these forward-looking statements.

USE OF PROCEEDS

We will not derive any proceeds from the sale of the shares by the selling shareholders.

BUSINESS OF THE COMPANY

Background

Global Music International, Inc., a Florida corporation doing business as Independent Music Network, was formed on July 1, 2004 for the purpose of operating as a diversified entertainment company which is presently webcasting programming which consists of music videos of unsigned artists and bands from around the world over our web site at IMNTV.com 24/7. We intend to accomplish the following:

• Continually improve the content and quality of our programming.

• Enable the Company to receive video content from the users at no cost to the Company.

• Expand the size and number of markets in which our programming content would be available.

• Enter into sponsorship agreements and marketing partnerships.

• Enter into agreements with wireless telecommunications companies on a subscription basis.

Industry Background

We believe that the market for music videos and music programming has grown significantly since the introduction of MTV in 1981. Music enthusiasts are now able to view musical genres ranging from country to rock to rap to salsa on cable television.

Our research indicates that the amateur music industry has experienced a significant growth phase. According to a Gallup Organization of Princeton, N.J. survey conducted in 2003, which was commissioned by the International Music Products Association (“NAMM”) and published in Music USA 2004 International Edition, more than one-half of households (54%) have at least one person who plays a musical instrument which represents the highest figure since this study began in 1978. Also, in 48% of all U.S. households, two or more persons play a musical instrument which is up from 40% in 2000. It is interesting to note that according to this survey the highest percentage of musical instruments are owned by households with college graduates and incomes over $45,000 per year. Additionally, as noted in the survey, over 50% of households in 2003 owned at least one musical instrument compared to 43% in 1997.

Our business model is designed to give music enthusiasts the opportunity to find music that they would otherwise never see or hear. It also gives amateur artists the opportunity to make their work available to the rest of the world. No one will make the decision whether your material is good enough for the general public; the general public will make that decision for themselves.

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Plan of Operation

Our plan of operation for the next 12 months will be the continued design and development of our web site for the purpose of airing music videos submitted by independent artists and bands from around the world at no cost to the Company for the content. After the videos are screened for acceptable broadcast content, and they are professionally packaged and edited, they are webcast on IMNTV.com 24/7.

Through the IMNTV.com web site, artists are able to obtain information as to the IMNTV^™ video submission process. Each artist or band that submits an acceptable video is listed on the IMNTV.com web site through which simultaneous streaming music videos of various performances by other artists may be heard and other related information may be displayed.

Our programming content is webcast giving consumers access to a wide range of independent music video programming.

We intend to enter into discussions with several telecom companies for the purpose of entering into agreements to utilize our programming on a subscription basis. We have entered into some preliminary discussions with several telecommunications companies, however, no agreements have been reached. If we finalize these potential agreements, we intend to expand into U.S. and global cable markets. There can be no assurance that any agreement will be reached.

Historical Information About Our Product

Although our Company is a newly formed start-up company, we have purchased various assets which we believe will assist us in meeting our business objectives. The assets include the IMNTV.com web site, Trademarks which include IMNTV^™ and GET HUGE^™, several hundred hours of program content including the master tapes of submitted music videos, servers, computers and editing programs, graphics packages formatted to integrate with the music videos and 12 video commercials embedded in our video programming.

Employees

We presently have two full time employees who are also officers and shareholders. Staffing levels will be determined as we progress and grow. Our board of directors will determine the compensation of all new employees based upon job description.

Property

The Company’s executive offices are located at 20 Old Stagecoach Road, Redding, CT 06896. We will seek to acquire additional office space based upon the needs of the business, when and if necessary.

Dividend Policy

We have not paid cash dividends on our common stock since inception. We currently intend to retain any future earnings for use in the expansion of the business, however, we do not intend to pay shareholder dividends. The declaration and payment of cash dividends, if any, will be at the discretion of the Board of Directors of the Company and will depend, among other things, upon our earnings, capital requirements, and financial condition.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because it desires to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on the behalf of our company, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of our company. We disclaim any obligation to update forward looking statements.

Overview

Global Music International, Inc. (“Global”) was organized under the laws of the state of Florida on July 1, 2004 and is doing business as Independent Music Network through its program referred to as IMNTV^™. Global intends to operate as a diversified entertainment company.

We are engaged in webcasting our program which consists of music videos from artists and bands from around the world. Our intent is to continue to develop our website for airing music videos submitted by the artists. Once we have completed our screening process to determine acceptable broadcast content, we edit and package the product which will then be webcast on IMNTV^™ 24 hours a day.

Although we are a newly formed company, we have purchased assets to assist us in meeting our business objectives. The assets include the IMNTV.com website, trademarks, hundreds of hours of program content including master tapes of submitted music videos, servers, computers, editing programs, graphics packages which have already been formatted to integrate with music videos and 12 video commercials embedded in our video programming. IMNTV^™ embraces all genres of music and promotes artistic expression based on its philosophy of letting the public decide whether or not to accept it. These assets as disclosed in our financial disclosure have been written off and, for accounting purposes, have a value of $0.

Our plan of operations for the next 12 months will be the continued design and development of our website to further implement our business model by giving consumers a wide range of independent music video programming. In addition, we intend to enter into discussions with several telecommunications companies for the purpose of entering into agreements to utilize our programming on a subscription basis. We intend to leverage any such agreement to enter the U.S. and global cable markets. As of the date hereof, we have reached no such agreements. The purpose of the website also is to generate new content from the users to enable the Company to increase its programming at no cost to the Company for the content.

Results of Operations

For the Period from July 1, 2004 (Inception) through October 31, 2004

Since the Company was formed on July 1, 2004, it has not earned any revenues and has incurred a net loss since its inception of $1,525,382. Operations from the Company’s inception through October 31, 2004 were devoted primarily to strategic planning, raising capital and developing revenue-generating opportunities. The Company purchased various assets necessary to webcast it’s programming from the Company’s founder, who is its President/CEO and a director, in exchange for a $1,500,000 promissory note. The Company reviewed the future recoverability of this acquired equipment for impairment and since the Company has not executed contractual arrangements that provide reliable and objective evidence supporting future cash flows to recover the cost of these assets, the Company recorded an impairment loss of $1,500,000 in the accompanying statement of operations for the period from July 1, 2004 (inception) through October 31, 2004.

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Liquidity and Capital Resources

We are currently financing our operations from the proceeds from the sale of common stock offered pursuant to our private placement which was closed on October 31, 2004. We raised a total of $276,750.

New accounting pronouncements

In May 2003, FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement addresses the accounting for certain financial instruments that, under previous guidance, could be accounted for as equity. SFAS 150 requires that those instruments be classified as liabilities in the statement of financial position. In addition, SFAS 150 also requires disclosures about alternative ways of settling the instruments and the capital structure of certain entities. Most of the guidance in SFAS 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement has had no material effect on the Company’s financial statements.

In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities (FIN 46). This interpretation of Accounting Research Bulletin No.51, “Consolidated Financial Statements,” addresses consolidation by business enterprises of certain variable interest entities where there is a controlling financial interest in a variable interest entity or where the variable interest entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties. The interpretation applies immediately to variable interest entities created after December 31, 2003 and applies in the first year or interim period beginning after December 15, 2004 to variable interest entities in which an enterprise holds a variable interest that it acquired before December 31, 2003. We do not have any ownership in any variable interest entities as of October 31, 2004. We will apply the consolidation requirement of FIN 46 in future periods if we should own any interest in any variable interest entity.

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Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments, including those related to the impairment of long-lived assets, on an ongoing basis. We base our estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies are disclosed in the notes to our financial statements. The following represents a critical accounting policy that required us to exercise our business judgment or make a significant estimate:

Capital Assets/Impairment

The Company purchased various assets necessary to webcast it’s programming from the Company’s founder, who is its President/CEO and a director, in exchange for a promissory note. The Company reviewed the future recoverability of these acquired assets for impairment and since the Company has not executed contractual arrangements that provide reliable and objective evidence supporting future cash flows to recover the cost of these assets, the Company recorded an impairment loss for the total purchase price for the period from July 1, 2004 (inception) through October 31, 2004.

MANAGEMENT

Directors and Executive Officers

The following persons are members of our board of directors and executive officers in the capacities indicated:

Name	Age	Position
Corinne Fallacaro	47	President, CEO and Director
Christopher Mauritz	37	Chief Technology Officer, Vice President and Secretary

CORINNE FALLACARO has been President and Chief Executive Officer since inception. Since 1997, Ms. Fallacaro has also served as Vice President of Independent Music Network, Inc., a subsidiary of Falcon Entertainment Corp., and has overseen the format of all the programming content. She also served as Secretary/Treasurer and as a Director of Falcon Entertainment Corp. since 1986. She was also Vice President of CJS Holding, Inc., a private technology licensing company since 1991. She holds a Bachelor of Arts degree from Empire State College

CHRISTOPHER MAURITZ has been Chief Technology Officer since inception and Vice President and Secretary since November 22, 2004. Prior to joining the Company, Mr. Mauritz served from 2000 to 2004 as the chief IT officer of Independent Music Network, a subsidiary of Falcon Entertainment Corp. From 2000 to 2001, he was Chief Technology Officer of Falcon Entertainment Corp. From June 1999 through February 2000, he served as the Chief Operating and Chief Technology Officer of Oven Digital, Inc. where he was responsible for the global expansion, infrastructure development, and the development of strategic corporate and sales relationships. From July 1998 through March 1999, Mr. Mauritz was the National Director for system administration and network engineering of Rare Medium Inc. (NASDAQ: RRRR). At Rare Medium, he was responsible for the evaluation of acquisition targets, the design and implementation of a nationwide intra-network and the design and implementation of the company’s’ and clients’ Internet server farms. From November 1997 through February 2000, he was a Network Engineer

11

and member of the Board of Advisors for Net Exchange, Inc. where he was responsible for contributions to the architectural development of Net Exchange’s product, and the design and implementation of the company’s network. From June 1997 through June 1998, Mr. Mauritz was Network Engineer and Technical Sales Consultant at New York Net, Inc. (acquired by Verio, NASDAQ: VRIO) where he was responsible for assisting in the maintenance of a large regional network with multiple T3 backbone connections serving hundreds of leased line customers. From May 1996 through June 1997, he was Director of Marketing and Director of Internet Operations at IBS Interactive, Inc. (NASDAQ: IBSX) where he marketed leased line services, co-location, and web hosting services to corporate clients, oversaw Unix system design, administration, network design, and network security. From 1992 through 1997, Mr. Mauritz was the Founder and Chief Executive Officer of Mordor International, an early public access Internet provider in the New York metropolitan area. Mordor International was involved in the design and implementation of robust server farms and networks as well as consumer and corporate online access. Mr. Mauritz sold Mordor International to IBS Interactive (NASDAQ: IBSX) in May 1996. From November 1989 through May 1995, he held various positions in the Latin American Finance Group of The Long-Term Credit Bank of Japan, Ltd. where he was responsible for analyzing Latin American corporate finance transactions, debt restructuring, and loan portfolio management. Mr. Mauritz attended Columbia University’s School of Engineering and Applied Science and Columbia College.

The directors hold office until the next annual meeting of the shareholders and until their successor(s) have been duly elected or qualified.

Committees

There is currently no audit committee, however, the board of directors will form an audit committee at such time as there are at least two independent directors.

Executive Compensation

None of our executive officers have been paid any executive compensation in 2004. Although we have no employment contracts with any of our executive officers, the board of directors may elect to enter into employment agreements in the future.

Grants of Stock Options

No options were granted to our executive officers in 2004.

Compensation of Directors

We do not currently pay any compensation to our directors other than reasonable expenses incurred in connection with providing services as a director.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since our incorporation on July 1, 2004, we have authorized the issuance of 21,457,000 shares of our common stock. We have also issued a promissory note in the amount of $1.5 million to our President, Corinne Fallacaro. The note pays interest at 6% per annum and is payable upon demand and is secured by all of our assets. The promissory note was issued as consideration for the transfer of assets represented by a Bill of Sale to the Company but we are not representing in any way that it is indicative of the value of the assets.

Our assets, which we purchased from Corinne Fallacaro, were formerly owned by Falcon Entertainment Corp. Based upon default of a promissory note originally executed in the amount of $700,000 from Falcon to James and Corinne Fallacaro and assigned solely to Corinne Fallacaro, the assets were acquired pursuant to a Security Agreement. Corinne Fallacaro had previously taken possession of the assets in January 2001.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of October 31, 2004, with respect to the beneficial ownership of our common stock by each beneficial owner of more than 5% of the outstanding shares of common stock of the Company and each director, each executive officer and all executive officers and directors of the Company as a group, and sets forth the number of shares of common stock owned by each such person and group. Unless otherwise indicated, the owners have sole voting and investment power with respect to their respective shares.

PRINCIPAL SHAREHOLDERS

The following tables disclose information concerning ownership of common stock by officers, directors and holders of 5% or more of our common stock. Our shares of common stock which have been authorized for issuance, for purposes of these calculations, are calculated based on information available as of November 29, 2004 and include both securities authorized to be issued and securities which a named person has a right to acquire.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Corinne Fallacaro 20 Old Stagecoach Road, Redding, CT	17,000,000	79.2	%
Christopher Mauritz 20 Old Stagecoach Road, Redding, CT	2,250,000	10.5	%
All officers and directors as a group (2 persons)	19,250,000	89.7	%

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SELLING SHAREHOLDERS

On October 31, 2004, we completed a private placement to 46 investors in which we have authorized the issuance of an aggregate of 1,107,000 shares of our common stock. Prior to the private placement, we had authorized a total of 20,350,000 shares of common stock to be issued as founders shares.

We agreed to file a registration statement with the SEC to permit the public resale of the shares of our common stock as soon as possible after the closing date of the private placement.

The following tables sets forth the name of each selling security holder, the number of shares owned, and the number of shares being registered for resale by each selling security holder.

We may amend or supplement this prospectus from time to time to update the disclosure set forth herein. All of the shares owned by the selling security holders may be offered hereby. Except as described below there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares. No estimate can be given as to the number of shares that will be held by the selling security holders upon termination of any offering made hereby.

Name of Selling Shareholder	Number of Shares Owned	% Owned		Shares Offered
Corinne Fallacaro **	17,000,000	79.2	%	17,000,000
Christopher Mauritz **	2,250,000	10.5	%	2,250,000
Mark Beloyan **	1,000,000	*		1,000,000
Richard Deleece	10,000	*		10,000
Michael Lipshutz	10,000	*		10,000
Robert F. Orr	20,000	*		20,000
Terry Macioge	20,000	*		20,000
Robert Brasington	20,000	*		20,000
Nick Pappas	10,000	*		10,000
Roy D. Mattman	200,000	*		200,000
Christine E. Harrison	10,000	*		10,000
Stephen A. Beloyan	40,000	*		40,000
Lionel H. Beloyan	160,000	*		160,000
George Brous	20,000	*		20,000
Jeffrey Renner	20,000	*		20,000
Anthony D. Cecere	100,000	*		100,000
Noah Cohen	15,000	*		15,000
Steve Newton	10,000	*		10,000
Bernard Shulman	10,000	*		10,000
Robert J. Peters	4,000	*		4,000
Joseph R. Theismann	20,000	*		20,000
Nan Yan	4,000	*		4,000
Allstar Telecommunications, Inc.	4,000	*		4,000
Thomas T. Pacchioli	20,000	*		20,000
William Harry Shapiro	10,000	*		10,000
Mel Spindler	10,000	*		10,000
Richard J. Lemonda	10,000	*		10,000
The 661 North Broadway L.P.	10,000	*		10,000
Arle Pierro	10,000	*		10,000
Joseph Kemprowski	10,000	*		10,000
London Venture Capital Corp.	10,000	*		10,000
Lorraine Lipschutz	10,000	*		10,000
Real Asset Management, LLC	20,000	*		20,000
Ira Housman	10,000	*		10,000

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Name of Selling Shareholder	Number of Shares Owned	% Owned	Shares Offered
John G. Steciw	10,000	*	10,000
Darren Muller	20,000	*	20,000
Daniel J. Schmalz	20,000	*	20,000
Ronald L. Kikendall	30,000	*	30,000
William Kikendall	20,000	*	20,000
Richard P. Greene **	80,000	*	30,000
Mark C. Perry **	20,000	*	20,000
Edward Benevides	10,000	*	10,000
Norman Jacobs	20,000	*	20,000
Marilyn Lipschutz	10,000	*	10,000
Richard German	20,000	*	20,000
Daniel Bellet	20,000	*	20,000
Alicia Beloyan a/c/f Kaleigh E. Beloyan UTMA/FL	10,000	*	10,000
Alicia Beloyan a/c/f Kimberleigh Beloyan UTMA/FL	10,000	*	10,000
Alicia Beloyan a/c/f Karissa G. Beloyan UTMA/FL	10,000	*	10,000
Michael D. Ware	40,000	*	40,000
Michael and Regina Fazio	20,000	*	20,000

* Less than 1%

** Founders shares

We have agreed to pay full costs and expenses, incentives to the issuance, offer, sale and delivery of the shares, including all fees and expenses in preparing, filing and printing the registration statement and prospectus and related exhibits, amendments and supplements thereto and mailing of those items. We will not pay selling commissions and expenses associated with any sale by the selling security holders.

DESCRIPTION OF SECURITIES

Our articles of incorporation, as amended, authorize us to issue 40,000,000 shares of common stock, $0.0001 par value per share. As of this date, 21,457,000 shares of common stock were authorized to be issued.

Common Stock

The holders of common stock are entitled to one vote per share on all matters to be voted upon by the shareholders and have no cumulative voting rights. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available. In the event of the liquidation, dissolution, or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All shares of common stock authorized for issuance are fully paid and non-assessable, and the shares of common stock offered hereby will also be fully paid and non-assessable.

Shares Eligible for Future Sale

All of the shares that may be sold pursuant to this prospectus will be freely tradable without restriction or further registration under the Securities Act, except that any shares issued to our affiliates, as that term is defined in Rule 144 under the Securities Act, may generally only be sold in compliance with the provisions of Rule 144 described below. In general, our affiliates are any persons that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with us.

Of the 21,457,000 shares of common stock authorized for issuance as of the date of this prospectus, approximately 19,250,000 are held by our affiliates and will be restricted securities as that term is defined in Rule 144. These shares may only be sold in compliance with the volume limitations as set forth in Rule 144.

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Rule 144

In general, under Securities Act Rule 144, a shareholder who owns restricted shares that have been outstanding for at least one year is entitled to sell, within any three-month period, a number of these restricted shares that does not exceed the greater of 1% of the then outstanding shares of common stock, or the average weekly reported trading volume in the common stock during the four calendar weeks preceding filing of a notice on Form 144 with respect to the sale.

In addition, affiliates must comply with the restrictions and requirements of Rule 144, other than the one-year holding period requirement, to sell shares of common stock that are not restricted securities. Sales under Rule 144 are also governed by manner of sale provisions and notice requirements, and current public information about us must be available. Under Rule 144(k), a shareholder who is not currently and who has not been for at least three months before the sale an affiliate and who owns restricted shares that have been outstanding for at least two years may resell these restricted shares without compliance with the above requirements.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to finance the growth and development of our business and therefore do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, general business condition and other factors that our board of directors may deem relevant. Our right to declare a dividend is not limited by any restrictive covenant, contract or agreement.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Florida Atlantic Stock Transfer, Inc., 7130 Nob Hill Road, Tamarac, Florida 33321.

Penny Stock Rules

The SEC has adopted a rule that defines a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

• that a broker or dealer approve a person’s account for transactions in penny stocks; and

• the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

To approve a person’s account for transactions in penny stocks, the broker or dealer must:

• obtain financial information and investment experience and objectives of the person; and

• make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form:

• sets forth the basis on which the broker or dealer made the suitability determination; and

16

• that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Limitation of Liability and Indemnification of Officers and Directors

Our officers and directors are required to exercise good faith and high integrity in the management of our affairs. Our bylaws, however, provide, that the directors will have no liability to the shareholders for from any transaction in their respective managerial capacities so long as they act in good faith in a manner he or she reasonably believes to be in the best interest of the corporation and with such care as an ordinarily prudent person in a like position would use under similar circumstances unless they violated this duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend or stock repurchase, or derived an improper benefit from the transaction. As a result, a shareholder may have more limited right to action than he would have had if such provision were not present. The bylaws also provide for us to indemnify the officers, directors, employees and agents against any losses or liabilities they may incur as a result of the manner in which they operate our business or conduct the internal affairs, provided that the officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful.

Where You Can Find Additional Information

For further information with respect to the Company and the shares offered hereby, reference is made to such registration statement, exhibits and schedules. A copy of the registration statement may be inspected by anyone without charge at the Commission’s principal office location at 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof may be obtained from the Public Reference Branch of the Commission upon the payment of certain fees prescribed by the Commission. You may also obtain information on the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also maintains a site at http://www.sec.gov that contains information regarding registrants that file electronically with the Commission.

PLAN OF DISTRIBUTION

The shares covered by this prospectus may be distributed from time to time by the selling shareholders including in one or more transactions that may take place on the over-the-counter market from time to time. These include ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more broker-dealers for resale of these shares as principals, at market prices existing at the time of sale, at prices related to existing market prices, through Rule 144 transactions or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders in connection with sales of securities.

The selling shareholders may sell the securities in one or more of the following methods:

• on the OTC Bulletin Board in the over-the-counter market or on such exchanges on which our shares may be listed from time-to-time, in transactions which may include special offerings, exchange distributions and/or secondary distributions, pursuant to and in accordance with the rules of such exchanges, including sales to underwriters who acquire the shares for their own account and resell them in one or more transactions or through brokers, acting as principal or agent;

17

• in transactions other than on such exchanges or in the over-the-counter market, or a combination of such transactions, including sales through brokers, acting as principal or agent, sales in privately negotiated transactions, or dispositions for value by any selling security holder to its partners or members, subject to rules relating to sales by affiliates; or

• through the issuance of securities by issuers other than us, convertible into, exchangeable for, or payable in our shares.

In making sales, brokers or dealers used by the selling shareholders may arrange for other brokers or dealers to participate. The selling shareholders and others through whom such securities are sold may be “underwriters” within the meaning of the Securities Act for the securities offered, and any profits realized or commission received may be considered underwriting compensation.

At the time a particular offer of the securities is made by or on behalf of a selling shareholder, to the extent required, a prospectus is to delivered. The prospectus will include the number of shares of common stock being offered and the terms of the offering, including the name or names of any underwriters, dealers or agents, the purchase price paid by any underwriter for the shares of common stock purchased from the selling shareholder, and any discounts, commissions or concessions allowed or re-allowed or paid to dealers, and the proposed selling price to the public.

The selling shareholders also may transfer shares of common stock in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus. If required, we will supplement the prospectus to indicate the new selling shareholder.

The selling shareholders must comply with the anti-manipulative rules under the Securities Exchange Act of 1934, including Regulation M. With certain exceptions, Regulation M precludes any selling shareholders, any affiliated purchasers and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchase made in order to stabilize the price of a security in connection with an at the market offering such as this offering. We have also told the selling security holders of the need for delivery of copies of this prospectus in connection with any sale of securities that are registered by this prospectus. All of the foregoing may affect the marketability of our common stock.

Disclosure of Commission Position On Indemnification For Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

18

LITIGATION

As of the date of this prospectus, neither we nor any of our officers or directors is involved in any litigation either as plaintiffs or defendants. As of this date, there is no threatened or pending litigation against us or any of our officers or directors.

LEGAL MATTERS - OPINION OF COUNSEL

The validity of the shares of common stock offered through this prospectus will be passed on by Mark C. Perry, P.A. A copy of their legal opinion is included as an exhibit to the Registration Statement.

EXPERTS

The financial statements included in this prospectus have been audited by Carlin, Charron & Rosen, LLP, independent auditors, as stated in their report appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

19

GLOBAL MUSIC INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
FINANCIAL STATEMENTS
Balance Sheet	F-2
Statement of Operations	F-3
Statement of Changes in Stockholders’ Deficiency	F-4
Statement of Cash Flows	F-5
Notes to Financial Statements	F-6

20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Global Music International, Inc.

We have audited the accompanying balance sheet of Global Music International, Inc. (A Development Stage Company) (the “Company”) as of October 31, 2004, and the related statements of operations, changes in stockholders’ deficiency and cash flows for the period from July 1, 2004 (inception) through October 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Music International, Inc. (A Development Stage Company) as of October 31, 2004, and the results of its operations and its cash flows for the period from July 1, 2004 (inception) through October 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a working capital deficiency of $1,303,201, has not earned any revenues, and has incurred a net loss since its inception totaling $1,525,382. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ CARLIN, CHARRON & ROSEN, LLP

Glastonbury, Connecticut

November 16, 2004

- F-1 -

GLOBAL MUSIC INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

OCTOBER 31, 2004

ASSETS
Cash	$	265,762
Total assets	$	265,762
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
LIABILITIES
Accounts payable	$	28,963
Accrued interest		22,500
Advances from officer/director		17,500
Note payable to officer/director		1,500,000
Total current liabilities		1,568,963
STOCKHOLDERS’ DEFICIENCY
Common stock to be issued, net		232,181
Subscription receivable, common stock to be issued		(10,000	)
Deficit accumulated during the development stage		(1,525,382	)
Total stockholders’ deficiency		(1,303,201	)
	$	265,762

The accompanying notes are an integral part of these financial statements.

- F-2 -

GLOBAL MUSIC INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JULY 1, 2004 (INCEPTION)

THROUGH OCTOBER 31, 2004

REVENUES	$	—
EXPENSES
Impairment of capital assets		1,500,000
Interest expense		22,500
General and administrative expenses		2,882
		1,525,382
Loss before provision for income taxes		(1,525,382	)
PROVISION FOR INCOME TAXES		—
Net loss	$	(1,525,382	)

The accompanying notes are an integral part of these financial statements.

- F-3 -

GLOBAL MUSIC INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE PERIOD FROM JULY 1, 2004 (INCEPTION) THROUGH OCTOBER 31, 2004

	Common Stock To Be Issued, Net			Subscription Receivable, Common Stock To Be Issued			Deficit Accumulated During the Development Stage			Total Stockholders’ Deficiency
	Shares	Value
Common stock to be issued in connection with:
Incorporation (July 1, 2004)	20,350,000	$	2,035	$	—		$	—		$	2,035
Private placement, net of offering costs of $46,604	1,107,000		230,146		(10,000	)		—			220,146
Net loss	—		—		—			(1,525,382	)		(1,525,382	)
Balance, October 31, 2004	21,457,000	$	232,181	$	(10,000	)	$	(1,525,382	)	$	(1,303,201	)

The accompanying notes are an integral part of these financial statements.

- F-4 -

GLOBAL MUSIC INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JULY 1, 2004 (INCEPTION)

THROUGH OCTOBER 31, 2004

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,525,382	)
Adustments to reconcile net loss to net cash used in operating activities:
Impairment of capital assets		1,500,000
Compensation expense pursuant to common stock to be issued to founders at time of incorporation		2,035
Changes in operating assets and liabilities:
Increase in:
Accrued interest		22,500
Net cash used in operating activities		(847	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officer/director		17,500
Proceeds from private placement offering, net		249,109
Net cash provided by financing activities		266,609
NET INCREASE IN CASH		265,762
CASH, beginning of period (inception)		—
CASH, end of period	$	265,762
Supplemental disclosures of cash flow information:
Non-cash investing and financing activities
Equipment purchased through the assumption of a note payable	$	1,500,000
Offering costs included in accounts payable		28,963

The accompanying notes are an integral part of these financial statements.

- F-5 -

GLOBAL MUSIC INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2004

NOTE 1 - -     SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Global Music International, Inc. (A Development Stage Company) (the “Company”), doing business as Independent Music Network and IMNTV, operates a diversified entertainment company which is presently webcasting programming consisting of music videos of unsigned artists and bands from around the world.

DEVELOPMENT STAGE COMPANY

The Company was incorporated in the State of Florida on July 1, 2004. Operations from the Company’s inception through October 31, 2004 were devoted primarily to strategic planning, raising capital and developing revenue-generating opportunities.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers financial instruments with a maturity date of three months or less from the date of purchase to be cash equivalents. The Company had no cash equivalents at October 31, 2004.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.

The Company purchased various assets necessary to webcast it’s programming from the Company’s founder, who is its President/CEO and a director, in exchange for a $1,500,000 promissory note (see Note 3). The Company reviewed the future recoverability of these acquired assets for impairment and since the Company has not executed contractual arrangements that provide reliable and objective evidence supporting future cash flows to recover the cost of these assets, the Company recorded an impairment loss of $1,500,000 in the accompanying statement of operations for the period from July 1, 2004 (inception) through October 31, 2004.

- F-6 -

GLOBAL MUSIC INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (Continued)

OCTOBER 31, 2004

NOTE 1 -     SIGNIFICANT ACCOUNTING POLICIES (Continued)

INCOME TAXES

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Differences between the financial statement and tax bases of assets, liabilities, and other transactions did not result in a provision for current or deferred income taxes for the period from July 1, 2004 (inception) through October 31, 2004.

NOTE 2 -     FAIR VALUE OF FINANCIAL INSTRUMENTS

CONCENTRATIONS OF CREDIT RISK

The Company’s financial instrument that is exposed to a concentration of credit risk is cash. The Company places its cash with a high credit quality institution. At October 31, 2004, the Company’s cash balance on deposit exceeds federal depository insurance limits by approximately $108,000.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards (SFAS) No. 107, Fair Value of Financial Instruments, requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. SFAS No. 107 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.

The carrying amount of the Company’s financial instruments approximates their fair value as outlined below:

• Cash, accounts payable, accrued expenses, advances from officer/director – The carrying amounts approximate their fair value because of the short maturity of those instruments.

• Note payable to officer/director – The carrying amount approximates its fair value because the interest rate on the debt approximates the Company’s expected current borrowing rate.

The Company’s financial instruments are held for other than trading purposes.

NOTE 3 - -     RELATED PARTY TRANSACTIONS – OFFICER/DIRECTOR

ADVANCES FROM OFFICER/DIRECTOR

During the period from July 1, 2004 (inception) through October 31, 2004, the President/CEO/ and director provided short-term working capital advances totaling $17,500. Such advances are non-interest bearing and are due on demand.

- F-7 -

GLOBAL MUSIC INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (Continued)

OCTOBER 31, 2004

NOTE 3 -     RELATED PARTY TRANSACTIONS – OFFICER/DIRECTOR (Continued)

NOTE PAYABLE

At October 31, 2004, the note payable to officer/director consisted of amounts due to the Company’s founder, who is also the President/CEO/ and a director of the Company. The note bears interest at 6%, and is due on demand. Interest expense on the note amounted to $22,500 for the period from July 1, 2004 (inception) through October 31, 2004.

NOTE 4 - -     COMMON STOCK TO BE ISSUED

The Company is authorized to issue 40,000,000 shares of $.0001 par value common stock. Of the authorized shares, 20,350,000 shares have been allocated to the founders of the Company (“founder’s shares”). The Company did not receive any consideration for the founder’s shares and, accordingly, has recognized $2,035 in compensation expense in connection with the allocation of these shares.

As of October 31, 2004, the Company completed a private placement to 47 investors for the allocation of 1,107,000 shares of common stock at $0.25 per share (“private placement shares”). The Company received gross proceeds of $276,750 from the offering. Of the total gross proceeds, $10,000 was received on November 10, 2004 and has been reflected as a subscription receivable in the accompanying financial statements. The Company incurred offering costs of $46,604 and has applied such costs against the proceeds from the offering.

The founder’s shares and private placement shares have not been issued as of October 31, 2004.

NOTE 5 -     GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a working capital deficiency of $1,303,201, has not earned any revenues, and has incurred a net loss since its inception totaling $1,525,382. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company intends to improve the content and quality of its programming, expand the size and number of markets in which the programming content would be available, enter into sponsorship agreements and marketing partnerships, and enter into agreements with wireless telecommunication companies on a subscription basis. Management believes it will be successful in raising additional capital sufficient to continue operations.

- F-8 -

Part II

Information Not Required in Prospectus

Item 24. Indemnification of Directors and Officers

The Registrant has authority under Section 607.0850 of the Florida Business Corporation Act to indemnify its directors and officers to the extent provided for in such statute. The Registrant’s Bylaws provide that the Registrant may insure, shall indemnify and shall advance expenses on behalf of our officers and directors to the fullest extent not prohibited by law. We are also a party to indemnification agreements with each of our directors and officers. The Registrant has also agreed to indemnify the selling shareholders named in the Registration Statement against certain liabilities, including liabilities under the Securities Act.

The bylaws of the registrant provide that, to the fullest extent permitted by applicable law, the registrant shall indemnify any person who is a party or otherwise involved in any proceeding by reason of the fact that such person is or was a director or officer of the registrant or was serving at the request of the registrant.

The registrant has not purchased insurance against costs which may be incurred by it pursuant to the foregoing provisions of its certificate of incorporation and bylaws, nor does it insure its officers and directors against liabilities incurred by them in the discharge of their functions as such officers and directors.

Item 25. Other Expenses of Issuance and Distribution.

ITEM	AMOUNT
SEC registration fee	$	35
Legal fees and expenses (1)	$	15,000
Accounting fees and expenses	$	7,500
Transfer Agent & Registrar fees (2)	$	1,500
Miscellaneous (2)	$	1,500
Total Estimated Expenses	$	25,535

(1) Does not include an additional $5000 for each amendment filed for this Registration Statement

(2) Estimated expenses

Item 26. Recent Sales of Unregistered Securities.

During 2004, the Registrant sold the securities listed below without registration under the 1933 Securities Act in reliance on the exemption from registration requirements cited. All transactions were exempt from registration under the Securities Act pursuant to Rule 504 of Regulation D or pursuant to Section 4(2) of that Act and all persons were given a private placement memorandum to make an informed investment decision .

II-1

On October 31, 2004, the Company concluded a private placement of shares of its common stock sold under the above-referenced exemption. These offers and sales did not involve any public solicitation or advertising and all investors had a pre-existing relationship with the Company including its predecessors. The Company raised a total of $276,750 through the sale of 1,107,000 shares of its common stock to a total of 46 investors for $.25 per share.

Item 27. Exhibits

The exhibits listed below and designated as filed herewith (rather than incorporated by reference) follow the signature page in sequential order.

Designation of Exhibit as Set Forth in Item 601 of Regulation S-B	Description
3.1	Articles of incorporation
3.2	Bylaws
3.3	Articles of Amendment to Articles of Incorporation
5.1	Opinion of Mark C. Perry, P.A.
10.1	Secured Promissory Note, dated October 3, 2000
10.2	Security Agreement dated October 3, 2000 by Falcon Entertainment in favor of James Fallacaro and Corinne Fallacaro
10.3	Secured Promissory Note, dated July 29, 2004
10.4	Security Agreement dated July 28, 2004 by Global Music International In favor of Corinne Fallacaro
10.5	Connecticut Bill of Sale of Personal Property, dated August 2, 2004
23.1	Consent of Mark C. Perry, P.A. (included in Exhibit 5.1)
23.2	Consent of Carlin, Charron & Rosen, LLP

Item 28. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-2

The undersigned small business issuer will:

1. For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.

2. For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and the offering of the securities at that time as the initial bona fide offering of those securities.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, Global Music International, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Redding, State of Connecticut on November 30, 2004.

	Global Music International, Inc.
By:	/s/ Corinne Fallacaro
	Corinne Fallacaro, President and Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

SIGNATURE	TITLE	DATE
/s/ Corinne Fallacaro Corinne Fallacaro	Chief Executive Officer, Principal Financial and Accounting Officer and Director	November 30, 2004
/s/ Christopher Mauritz Christopher Mauritz	Chief Technology Officer, Vice President and Secretary	November 29, 2004

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EX-3.1

Exhibit 3.1	P04000099801
	FILED
	July 01, 2004
	Sec. Of State
	tburch

Electronic Articles of Incorporation

For

GLOBAL MUSIC INTERNATIONAL, INC.

The undersigned incorporator, for the purpose of forming a Florida profit corporation, hereby adopts the following Articles of Incorporation:

Article I

The name of the corporation is:

    GLOBAL MUSIC INTERNATIONAL, INC.

Article II

The principal place of business address:

    20 OLD STAGE ROAD

    REDDING, CT. 06896

The mailing address of the corporation is:

    20 OLD STAGE ROAD

    REDDING, CT. 06896

Article III

The purpose for which this corporation is organized is:

    ANY AND ALL LAWFUL BUSINESS.

Article IV

The number of shares the corporation is authorized to issue is:

    20,000,000 @ .0001 PAR VALUE

Article V

The name and Florida street address of the registered agent is:

    RICHARD P. GREENE

    2455 E SUNRISE BLVD.

    SUITE 905

    FT. LAUDERDALE, FL. 33304

I certify that I am familiar with and accept the responsibilities of registered agent.

Registered Agent Signature: RICHARD P. GREENE

Article VI

The name and address of the incorporator is:

    CORINNE FALLACARO

    20 OLD STAGE ROAD

    REDDING, CT 06896

Incorporator Signature: CORINNE FALLACARO

Article VII

The initial officer(s) and/or director(s) of the corporation is/are:

    Title: P

    CORINNE FALLACARO

    20 OLD STAGE ROAD

    REDDING, CT. 06896

EX-3.2

EXHIBIT 3.2

BYLAWS

OF

GLOBAL MUSIC INTERNATIONAL, INC.

ARTICLE I

SHAREHOLDERS

SECTION 1. Annual Meetings

(a) The annual meeting of the shareholders of the Corporation, shall be held at the principal office of the Corporation in the State of Florida or at such other place within or without the State of Florida as may be determined by the Board of Directors and as may be designated in the notice of such meeting. The meeting shall be held on the third Tuesday of February of each year or on such other day as the Board of Directors may specify. If said day is a legal holiday, the meeting shall be held on the next succeeding business day not a legal holiday.

(b) Business to be transacted at such meeting shall be the election of directors to succeed those whose terms are expiring and such other business as may be properly brought before the meeting.

(c) In the event that the annual meeting, by mistake or otherwise, shall not be called and held as herein provided, a special meeting may be called as provided for in Section 2 of this Article I in lieu of and for the purposes of and with the same effect as the annual meeting.

SECTION 2. Special Meetings

(a) A special meeting of the shareholders of the Corporation may be called for any purpose or purposes at any time by the President of the Corporation, by the Board of Directors or by the holders of not less than 10% of the outstanding capital stock of the Corporation entitled to vote at such meeting.

(b) At any time, upon the written direction of any person or persons entitled to call a special meeting of the shareholders, it shall be the duty of the Secretary to send notice of such meeting pursuant to Section 4 of this Article I. It shall be the responsibility of the person or persons directing the Secretary to send notice of any special meeting of shareholders to deliver such direction and a proposed form of notice to the Secretary not less than 15 days prior to the proposed date of said meeting.

(c) Special meetings of the shareholders of the Corporation shall be held at such place, within or without the State of Florida, on such date, and at such time as shall be specified in the notice of such special meeting.

SECTION 3. Adjournment

(a) When the annual meeting is convened, or when any special meeting is convened, the presiding officer may adjourn it for such period of time as may be reasonably necessary to reconvene the meeting at another place and time.

(b) The presiding officer shall have the power to adjourn any meeting of the Shareholders for any proper purpose, including, but not limited to, lack of a quorum, securing a more adequate meeting place, electing officials to count and tabulate votes, reviewing any shareholder proposals or passing upon any challenge which may properly come before the meetings.

(c) When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 4(a) of this Article I to each shareholder of record on the new record date entitled to vote at such meeting.

SECTION 4. Notice of Meetings, Purpose of Meeting, Waiver

(a) Each shareholder of record entitled to vote at any meeting shall be given in person, or by first class mail, postage prepaid, written notice of such meeting which, in the case of a special meeting, shall set forth the purpose(s) for which the meeting is called, not less than 10 or more than 60 days before the date of such meeting. If mailed, such notice is to be sent to the shareholder’s address as it appears on the stock transfer books of the Corporation, unless the shareholder shall be requested of the Secretary in writing at least 15 days prior to the distribution of any required notice that any notice intended for him or her be sent to some other address, in which case the notice may be sent to the address so designated. Notwithstanding any such request by a shareholder, notice sent to a shareholder’s address as it appears on the stock transfer books of this Corporation as of the record date shall be deemed properly given. Any notice of a meeting sent by United States mail shall be deemed delivered when deposited with proper postage thereon with the United States Postal Service or in any mail receptacle under its control.

(b) A shareholder waives notice of any meeting by attendance, either in person or by proxy, at such meeting or by waiving notice in writing either before, during or after such meeting. Attendance at a meeting for the express purpose of objecting that the meeting was not lawfully called or convened, however, will not constitute a waiver of notice by a shareholder who states at the beginning of the meeting, his or her objection that the meeting is not lawfully called or convened.

(c) A waiver of notice signed by all shareholders entitled to vote at a meeting of shareholders may also be used for any other proper purpose including, but not limited to, designating any place within or without the State of Florida as the place for holding such a meeting.

(d) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of shareholders need be specified in any written waiver of notice.

SECTION 5. Closing of Transfer Books, Record Date, Shareholders’ List

(a) In order to determine the holders of record of the capital stock of the Corporation who are entitled to notice of meetings, to vote a meeting or adjournment thereof, or to receive payment of any dividend, or for any other purpose, the Board of Directors may fix a date not more than 60 days prior to the date set for any of the above-mentioned activities for such determination of shareholders.

(b) If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting.

(c) In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the date for any such determination of shareholders, such date in any case to be not more than 60 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.

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(d) If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

(e) When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date under this Section for the adjourned meeting.

(f) The officer or agent having charge of the stock transfer books of the Corporation shall make, as of a date at least 10 days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of each shareholder and the number and class and series, if any, of shares held by each shareholder. Such list shall be kept on file at the registered office of the Corporation, at the principal place of business of the Corporation or at the office of the transfer agent or registrar of the Corporation for a period of 10 days prior to such meeting and shall be available for inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of any meeting of shareholders and shall be subject to inspection by any shareholder at any time during the meeting.

(g) The original stock transfer books shall be prima facie evidence as to the shareholders entitled to examine such list or stock transfer books or to vote any meeting of shareholders.

(h) If the requirements of Section 5(f) of this Article I have not been substantially complied with, then, on the demand of any shareholder in person or by proxy, the meeting shall be adjourned until such requirements are complied with.

(i) If no demand pursuant to Section 5(h) of this Article I is made, failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.

(j) Section 5(g) of this Article I shall be operative only at such time(s) as the Corporation shall have 6 or more shareholders.

SECTION 6. Quorum

At any meeting of the shareholders of the Corporation, the presence, in person or by proxy, of shareholders owning a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote thereat shall be necessary to constitute a quorum for the transaction of any business. If a quorum is present, the vote of a majority of the shares represented at such meeting and entitled to vote on the subject matter shall be the act of the shareholders. If there shall not be quorum at any meeting of the shareholders of the Corporation, then the holders of a majority of the shares of the capital stock of the Corporation who shall be present at such meeting, in person or by proxy, may adjourn such meeting from time to time until holders of all of the shares of the capital stock shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally scheduled.

SECTION 7. Presiding Officer, Order of Business

(a) Meetings of the shareholders shall be presided over by the Chairman of the Board, or, if he or she is not present or there is no Chairman of the Board, by the President or, if he or she is not present, by the senior Vice President present or, if neither the Chairman of the Board, the President, nor a

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Vice President is present, the meeting shall be presided over by a chairman to be chosen by a plurality of the shareholders entitled to vote at the meeting who are present, in person or by proxy. The presiding officer of any meeting of the shareholders may delegate his or her duties and obligations as the presiding officer as he or she sees fit.

(b) The Secretary of the Corporation, or, in his or her absence, an Assistant Secretary shall act as Secretary of every meeting of shareholders, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall choose any person present to act as secretary of the meeting.

(c) The order of business shall be as follows:

 1. Call of meeting to order.

 2. Proof of notice of meeting.

 3. Reading of minutes of last previous shareholders’ meeting or a waiver thereof.

 4. Reports of officers.

 5. Reports of committees.

 6. Election of directors.

 7. Regular and miscellaneous business.

 8. Special matters.

 9. Adjournment.

(d) Notwithstanding the provisions of Section 7^© of this Article I, the order and topics of business to be transacted at any meeting shall be determined by the presiding officer of the meeting in his or her sole discretion. In no event shall any variation in the order of business or additions and deletions from the order of business as specified in Section 7^© of this Article I invalidate any actions properly taken at any meeting.

SECTION 8. Voting

(a) Unless otherwise provided for in the Articles of Incorporation, each shareholder shall be entitled, at each meeting and upon each proposal to be voted upon, to one vote for each share of voting stock recorded in his name on the books of the Corporation on the record date fixed as provided for in Section 5 of this Article I.

(b) The presiding officer at any meeting of the shareholders shall have the power to determine the method and means of voting when any matter is to be voted upon. The method and means of voting may include, but shall not be limited to, vote by ballot, vote by hand or vote by voice. No method of voting may be adopted, however, which fails to take account of any shareholder`s right to vote by proxy as provided for in Section 10 of this Article I. In no event may any method of voting be adopted which would prejudice the outcome of the vote.

SECTION 9. Action Without Meeting

(a) Any action required to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the Corporation’s outstanding stock.

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(b) In the event that the action to which the shareholders consent is such as would have required the filing of a certificate under the Florida General Corporation Act if such action had been voted on by shareholders at a meeting thereof, the certificate filed under such other section shall state that written consent has been given in accordance with the provisions of Section 9 of this Article I.

(c) If shareholder action is taken by written consent in lieu of meeting signed by less than all of the Corporation’s shareholders, then all non participating shareholders shall be provided with written notice of the action taken within 10 days after the date of the written instrument taking such action.

(d) No action by written consent in lieu of meeting shall be valid if it is in contravention of applicable proxy or informational rules adopted pursuant to the Securities Exchange Act of 1934, as amended, including, without limitation, the requirements of Section 14 thereof.

SECTION 10. Proxies

(a) Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting, or his or her duly authorized attorney-in-fact, may authorize another person or persons to act for him or her by proxy.

(b) Every proxy must be signed by the shareholder or his or her attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided in this Section 10.

(c) The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of any adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

(d) Except when other provisions shall have been made by written agreement between the parties, the record holder of shares held as pledges or otherwise as security or which belong to another, shall issue to the pledgor or to such owner of such shares, upon demand therefor and payment of necessary expenses thereof, a proxy to vote or take other action thereon.

(e) A proxy which states that it is irrevocable is irrevocable when it is held by any of the following or a nominee of any of the following: (I) a pledgee; (ii) a person who has purchased or agreed to purchase the shares: (iii) a creditor or creditors of the Corporation who extend or continue to extend credit to the Corporation in consideration of the proxy, if the proxy states that it was given in consideration of such extension or continuation of credit, the amount thereof, and the name of the person extending or continuing credit; (iv) a person who has contracted to perform services as an officer of the Corporation, if a proxy is required by the contract of employment, if the proxy states that it was given in consideration of such contract of employment and states the name of the employee and the period of employment contracted for; and (v) a person designated by or under an agreement as provided in Article XI hereof.

(f) Notwithstanding a provision in a proxy stating that it is irrevocable, the proxy becomes revocable after the pledge is redeemed, the debt of the Corporation is paid, the period of employment provided for in the contract of employment has terminated, or the agreement under Article XI hereof has terminated and, in a case provided for in Section 10(e) (iii) or Section 10(e) (iv) of this Article I, becomes revocable three years after the date of the proxy or at the end of the period, if any, specified therein, whichever period is less, unless the period of irrevocability of the proxy as provided in this Section 10. This Section 10(f) does not affect the duration of a proxy under Section 10(b) of this Article I.

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(g) A proxy may be revoked, notwithstanding a provision making it irrevocable, by a purchaser of shares without knowledge of the existence of the provisions unless the existence of the proxy and its irrevocability is noted conspicuously on the face or back of the certificate representing such shares.

(h) If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of such persons present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy. If the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

(i) If a proxy expressly so provides, any proxy holder may appoint in writing a substitute to act in his or her place.

(j) Notwithstanding anything in the Bylaws to the contrary, no proxy shall be valid if it was obtained in violation of any applicable requirements of Section 14 of the Securities Exchange Act of 1934, as amended, or the Rules and Regulations promulgated thereunder.

SECTION 11. Voting of Shares by Shareholders

(a) Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the board of directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder, in that order, shall be presumed to possess authority to vote such shares.

(b) Shares held by an administrator, executor, guardian or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted as shares held by him or her without a transfer of such shares into his name.

(c) Shares standing in the name of a receiver may be voted by such receiver. Shares held by or under the control of a receiver but not standing in the name of such receiver, may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

(d) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee.

(e) Shares of the capital stock of the Corporation belonging to the Corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares.

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ARTICLE II

DIRECTORS

SECTION 1. Board of Directors, Exercise of Corporate Powers

(a) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors except as may be otherwise provided in the Articles of Incorporation or in Shareholder’s Agreement. If any such provision is made in the Articles of Incorporation or in Shareholder’s Agreement, the powers and duties conferred or imposed upon the Board of Directors shall be exercised or performed to such extent and by such person or persons as shall be provided in the Articles of Incorporation or Shareholders’ Agreement.

(b) Directors need not be residents of this state or shareholders of the Corporation unless the Articles of Incorporation so require.

(c) The Board of Directors shall have authority to fix the compensation of directors unless otherwise provided in the Articles of Incorporation.

(d) A director shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

(e) In performing his or her duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (I) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants or other persons as to matters which the director reasonably believes to be within such persons’ professional or expert competence; or (iii) a committee of the Board upon which he or she does not serve, duly designated in accordance with a provision of the Articles of Incorporation or these By-Laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

(f) A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance described in Section 1(e) of this Article II to be unwarranted.

(g) A person who performs his or her duties in compliance with Section 1 of this Article II shall have no liability by reason of being or having been a director of the Corporation.

(h) A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

SECTION 2. Number, Election, Classification of Directors, Vacancies

(a) The Board of Directors of this Corporation shall consist of not less than one director. The Board shall have authority, from time to time, to increase the number of directors or to decrease it to not less than one member, provided that no decrease in the number of directors shall deprive a serving director of the right to serve throughout the term of his or her election.

(b) Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall serve until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, or death.

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(c) At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of director as permitted by the Florida General Corporation Act. Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, or death.

(d) The shareholders, by amendment to these Bylaws, may provide that the directors be divided into not more than four classes, as nearly equal in number as possible, whose terms of office shall respectively expire at different times, but no such term shall continue longer than four years, and at least one fourth of the directors shall be elected annually. If Directors are classified and the number of directors is thereafter changed, any increase or decrease in directorship shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.

(e) Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled only by the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

SECTION 3. Removal of Directors

At a meeting of shareholders called expressly for that purpose, directors may be removed in the manner provided in this Section 3. Any director or the entire Board of Directors may be removed, with or without cause, by the vote of the holders of two-thirds of the shares then entitled to vote at an election of directors.

SECTION 4. Director Quorum and Voting

(a) A majority of the directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business.

(b) A majority of the members of an Executive Committee or other committee shall constitute a quorum for the transaction of business at any meeting of such Executive Committee or other committee.

(c) The act of a majority of the directors present at a Board meeting at which a quorum is present shall be the act of the Board of Directors.

(d) The act of a majority of the members of an Executive Committee present at an Executive Committee meeting at which a quorum is present shall be the act of the Executive Committee.

(e) The act of a majority of the members of any other committee present at a committee meeting at which a quorum is present shall be the act of the committee.

(f) Directors may, if not contrary to applicable law, vote either in person or by proxy, provided that the proxy holder must be either another director, an officer or a shareholder of the Corporation; however, any director who elects to vote by proxy more than three times during any single fiscal year shall, unless otherwise determined by the Board of Directors, be automatically removed as a director.

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SECTION 5. Director Conflicts of Interest

(a) No contract or other transaction between this Corporation and one or more of its director or any other corporation, firm, association or entity in which one or more of its directors are Directors or officers or are financially interested shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because their votes are counted for such purpose, if:

(i) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

(ii) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(iii) The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board, a committee, or the shareholders.

(b) Interested directors, whether or not voting, may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

SECTION 6. Executive and Other Committees, Designation, Authority

(a) The Board of Directors, by resolution adopted by the full Board of Directors, may designate from among its directors an Executive Committee and one or more other committees each of which, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all the authority of the Board of Directors, except that no such committee shall have the authority to : (i) approve or recommend to shareholders actions or proposals required by the Florida General Corporation Act to be approved by shareholders; (ii) designate candidates for the office of director for purposes of proxy solicitation or otherwise; (iii) fill vacancies on the Board of Directors or any committee thereof; (iv) amend these Bylaws; (v) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors; or (vi) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, unless the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof has specified a general formula or method by resolution or by adoption of a stock option or other plan, authorized a committee to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms of a series for filing with the Department of State under the Florida General Corporation Act.

(b) The Board, by resolution adopted in accordance with Section 6(a) of this Article II, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

(c) Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by a member of the Board of Directors, not a member of the committee in question, with his responsibility to act in good faith, in manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

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SECTION 7. Place, Time, Notice and Call of Directors’ Meeting.

(a) Meetings of the Board of Directors, regular or special, may be held either within or without the State of Florida.

(b) A regular meeting of the Board of Directors of the Corporation shall be held for the election of officers of the Corporation and for the transaction of such other business as may come before such meeting as promptly as practicable after the annual meeting of the shareholders of this Corporation without the necessity of notice other than this Bylaw. Other regular meetings of the Board of Directors of the Corporation may be held at such places as the Board of Directors of the Corporation may from time to time resolve without notice other than such resolution. Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board of Directors or a majority of the Directors of the Corporation, at such time and at such place as shall be specified in the call thereof. Notice of any special meeting of the Board of Directors must be given at least two days prior thereto, if by written notice delivered personally; or at least five days prior thereto, if mailed; or at least two days prior thereto, if by telegram; or at least two days prior thereto, if by telephone. If such notice is given by mail, such notice shall be deemed to have been delivered when deposited with the United States Postal Service addressed to the business address of such Director with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegraph company. If notice is given by telephone, such notice shall be deemed delivered when the call is completed.

(c) Notice of a meeting of the Board of Directors need not be given to any Director who signs a waiver of notice either before or after the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

(d) Neither the business to be transacted at, nor the purpose of, any regular of special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

(e) A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors.

(f) Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

SECTION 8. Action by Directors Without a Meeting

(a) Any action required by the Florida General Corporation Act to be taken at a meeting of the Directors of the Corporation, or any action which may be taken at a meeting of the Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the Directors, or all of the members of the committee, as the case may be, and is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

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(b) If not contrary to applicable law, directors may take action as the Board of Directors or committees thereof through a written consent to action signed by a number of directors sufficient to have carried a vote of the Board of Directors or committee thereof with all members present and voting; provided, that all directors not joining in such written instrument shall be deemed for all purposes to have cast dissenting votes, and that all directors not parties to such instrument shall receive written notice of all action taken through such instrument within three days after such instrument shall have been subscribed by the requisite number of directors required for such action.

SECTION 9. Compensation

The Directors and members of the Executive and any other committee of the Board of Directors shall be entitled to such reasonable compensation for their services and on such basis as shall be fixed from time to time by resolution of the Board of Directors. The Board of Directors and members of any committee of that Board of Directors shall be entitled to reimbursement for any reasonable expenses incurred in attending any Board or committee meeting. Any Director receiving compensation under this Section shall not be prevented from serving the Corporation in any other capacity and shall not be prohibited from receiving reasonable compensation for such other services.

SECTION 10. Resignation

Any Director of the Corporation may resign at any time by providing the Board of Directors with written notice indicating the Director’s intention to resign and the effective date thereof.

ARTICLE III

OFFICERS

SECTION 1. Election, Number, Terms of Office

(a) The officers of the Corporation shall consist of a Chairman of the Board, a Chief Executive officer, a President, a Chief Operating Officer, a Chief Financial Officer, one or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors at such time and in such manner as may be prescribed by these Bylaws. Such other officers and assistance officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors. The officers of the Corporation shall be hereinafter collectively referred to as the “Officers.”

(b) All officers and agents, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as are provided in these Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

(c) Any two or more offices may be held by the same person, except for the offices of President and Secretary.

(d) A failure to elect a Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, a Vice President, a Secretary or a Treasurer shall not affect the existence of the Corporation.

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SECTION 2. Removal

An officer of the Corporation shall hold office until the election and qualification of his successor; however, any Officer of the Corporation may be removed from office by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create any contract right to employment or compensation.

SECTION 3. Vacancies

Any vacancy in any office from any cause may be filled for the unexpired portion of the term of such office by the Board of Directors.

SECTION 4. Powers and duties

(a) The Chairman of the Board of Directors shall preside over meetings of the Board of Directors and the Shareholders. Unless a separate Chief Executive Officer is elected, the Chairman shall exercise the powers hereafter granted to that office. Unless a Chairman of the Board is specifically elected, the President shall be deemed to be the Chairman of the Board.

(b) The Chief Executive Officer shall be the principal officer of the Corporation to whom all other officers shall be subordinate. In the event no Chief Executive Officer is separately elected, such office shall be assumed by the Chairman of the Board, and if no such office has been filled, by the President. Except where by law the signature of the President is required or unless the Board of Directors shall rule otherwise, the Chief Executive Officer shall possess the same power as the President to sign all certificates, contracts and other instruments of the Corporation which may be authorized by the Board of Directors.

(c) The Chief Operating Officer of the Corporation shall be responsible for management of the day to day affairs of the Corporation, subject to compliance with the directions of the Board of Directors and of the Chief Executive Officer. He shall be responsible for the general day-to-day supervision of the business and affairs of the Corporation. He shall sign or countersign all certificates, contracts or other instruments of the Corporation as authorized by the Board of Directors. He may, but need not, be a member of the Board of Directors.

(d) Unless otherwise provided by specific resolution of the Board of Directors, the President shall be the Chief Operating Officer of the Corporation. In the absence of a separately elected or available Chief Executive Officer or Chairman of the Board, the President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the shareholders and the Board of Directors. He shall make reports to the Board of Directors. The Board of Directors will at all times retain the power to expressly delegate the duties of the President to any other Officer of the Corporation.

(e) The Chief Financial Officer shall be responsible for coordinating all financial aspects of the Corporation’s operations, including strategic financial planning, supervision of the Corporation’s Treasurer, Comptroller and outside auditors. In the event an Audit Committee of the Board of Directors is designated and serving, he shall be responsible for keeping such committee fully and timely informed of all matters under its jurisdiction. In addition, the Chief Financial Officer shall be responsible for overseeing preparation and filing of all reports of the Corporation’s activities required to be filed, either periodically or on a special basis with the United States Internal revenue Service and Securities and Exchange Commission and other federal and state governmental agencies.

(f) The Vice President(s), if any, in the order designated by the Board of Directors, shall exercise the functions of the President in the event of the absence, disability, death, or refusal to act of the President. During the time that any Vice President is properly exercising the functions of the President,

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such Vice President shall have all the powers of and be subject to all restrictions upon the President. Each Vice President shall have such other duties as are assigned to him from time to time by the Board of Directors or by the President of the Corporation.

(g) The Secretary of the Corporation shall keep the minutes of the meetings of the shareholders of the Corporation, and, unless provided otherwise by the Chairman at any meeting of the Board of Directors, the Secretary shall keep the minutes of the meetings of the Board of Directors of the Corporation. The Secretary shall be the custodian of the minute books of the Corporation and such other books and records of the Corporation as the Board of Directors of the Corporation may direct. The Secretary of the Corporation shall have the general responsibility for maintaining the stock transfer books of the Corporation, or of supervising the maintenance of the stock transfer books of the Corporation by the transfer agent, if any, of the Corporation. The Secretary shall be the custodian of the corporate seal of the Corporation and shall affix the corporate seal of the Corporation on contracts and other instruments as the Board of Directors may direct. The Secretary shall perform such other duties as are assigned to him from time by the Board of Directors or the President of the Corporation.

(h) The Treasurer of the Corporation shall be directly subordinate to the Chief Financial Officer. In the absence of a Chief Financial Officer, such office shall be filled by the Treasurer. The Treasurer shall have custody of all funds and securities owned by the Corporation. The Treasurer shall cause to be entered regularly in the proper books of account of the Corporation full and accurate accounts of the receipts and disbursements of the Corporation. The Treasurer of the Corporation shall render a statement of the cash, financial and other accounts of the Corporation whenever he is directed to render such a statement by the Board of Directors or by the President of the Corporation. The Treasurer shall at all reasonable times make available the Corporation’s books and financial accounts to any Director of the Corporation during normal business hours. The Treasurer shall perform all other acts incident to the Office of Treasurer of the Corporation, and he shall have such other duties as are assigned to him from time to time by the Board of Directors or the President of the Corporation.

(i) Other subordinate or assistant officers appointed by the Board of Directors or by the President, if such authority is delegated to him by the Board of Directors, shall exercise such powers and perform such duties as may be delegated to them by the Board of Directors, the Chief Executive Officer or by the President, as the case may be.

(j) In case of the absence or disability of any Officer of the Corporation and of any person authorized to act in his place during such period of absence or disability, the Board of Directors may from time to time delegate the powers and duties of such Officer or any Director or any other person whom it may select.

SECTION 5. Salaries

The salaries of all Officers of the Corporation shall, except as otherwise determined or required by an agreement entered into among all the shareholders of the Corporation, be fixed by the Board of Directors. No Officer shall be ineligible to receive such salary by reason of the fact that he is also a Director of the Corporation and receiving compensation therefor.

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ARTICLE IV

LOANS TO EMPLOYEES AND OFFICERS,

GUARANTEE OF OBLIGATIONS OF EMPLOYEES AND OFFICERS

This Corporation may lend money to, guarantee any obligation of, or otherwise assist any Officer or other employee of the Corporation or of a subsidiary, including any Officer or employee who is a Director of the Corporation or of a subsidiary, whenever, in the judgment of the Directors, such loan, guarantee or assistance may reasonably be expected to benefit the Corporation. The loan, guarantee or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this Articles shall be deemed to deny, limit or restrict the powers of guarantee or warranty of this Corporation at common law or under any statute.

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ARTICLE V

STOCK CERTIFICATES, VOTING TRUSTS, TRANSFERS

SECTION 1. Certificates Representing Shares

(a) Every holder of shares of this Corporation shall be entitled to one or more certificates, representing all shares to which he is entitled and such certificates shall be signed by the Chairman, Chief Executive Officer, the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the Chairman, the Chief Executive Officer, the President or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or an employee of the Corporation. In case any Officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such Officer before such certificate is issued, it may be issued by the Corporation with the same effect as if it were executed by the appropriate Officer at the date of its issuance.

(b) Every certificate representing shares issued by this Corporation shall, if shares are divided into one or more classes or series with differing rights, state that the Corporation will furnish to any shareholder upon request and without charge a full statement of: (I) the designations, preferences, limitations, and relative rights of the shares of each class or series authorized to be issued, and (ii) the variations in the relative rights and preferences between the shares of each such series, if the Corporation is authorized to issue any preferred or special class in series and so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine, the relative rights and preferences of subsequent series.

(c) Every certificate representing shares which are restricted as to sale, disposition or other transfer (including restrictions based on federal or state securities and other laws) shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

(d) Each certificate representing shares shall state upon the face thereof: (I) the name of the Corporation; (ii) that the Corporation is organized under the laws of the State of Nevada; (iii) the name of the person or persons to whom issued; (iv) the number and class of shares, and the designation of the series, if any, which such certificate represents; and (v) the par value of each share represented by such certificate, or a statement that the shares are without par value.

(e) No certificate shall be issued for any shares until they are fully paid for.

SECTION 2. Transfer Books

The Corporation shall keep at its registered office or principal place of business or in the office of its transfer agent or registrar, a book (or books where more than one kind, class, or series of stock is outstanding) to be known as the Stock Book, containing the names, alphabetically arranged, addresses and Social Security numbers of every shareholder and the number of shares each kind, class or series of stock held of record. Where the Stock Book is kept in the office of the transfer agent, the Corporation shall keep at its office in the State of Florida copies of the stock lists prepared from said Stock Book and sent to it from time to time by said transfer agent. The Stock Book or stock lists shall show the current status of the ownership of shares of the Corporation provided that, if the transfer agent of the Corporation be located elsewhere, a reasonable time shall be allowed for transit or mail.

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SECTION 3. Transfer of Shares

(a) The name(s) and address(es) of the person(s) to whom shares of stock of this Corporation are issued, shall be entered on the Stock Transfer Books of the Corporation, with the number of shares and date of issue.

(b) Transfer of shares of the Corporation shall be made on the Stock Transfer Books of the Corporation by the Secretary or the transfer agent, subject to compliance with any restrictions specified on such certificate, only when the holder of record thereof or the legal representative of such holder of record or the attorney-in-fact of such holder of record, authorized by power of attorney duly executed and filed with the Secretary or transfer agent of the Corporation, shall surrender the Certificate representing such shares for cancellation. Lost, destroyed or stolen Stock Certificates shall be replaced pursuant to Section 5 of this Article V.

(c) The person or persons in whose names shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner of such shares for all purposes, except as otherwise provided pursuant to Sections 10 and 11 of Article I, or Section 4 of Article V.

(d) Shares of the Corporation capital stock shall be freely transferable without the required Board of Directors’ consent, unless such consent requirement has been imposed pursuant to a binding written contract subscribed to by the holder or his or her predecessor in interest.

SECTION 4. Voting Trusts

(a) Any number of shareholders of the Corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed ten years, by: (I) entering into a written voting trust agreement specifying the terms and conditions of the voting trust; (ii) depositing a counterpart of the agreement with the Corporation at its registered office; and (iii) transferring their shares to such trustee or trustees for the purposes of this Agreement. Prior to the recording of the agreement, the shareholder concerned shall render the stock certificate(s) described therein to the Corporate Secretary who shall note on each certificate:

This Certificate is subject to the provisions of a voting trust agreement dated                     , recorded in Minute Book                      of the Corporation.

Secretary

(b) Upon the transfer of such shares, voting trust certificates shall be issued by the trustee or trustees to the shareholders who transfer their shares in trust. Such trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all such holders and the number and class or the shares in respect of which the voting trust certificates held by each are issued, and shall deposit a copy of such record with the Corporation at its registered office.

(c) The counterpart of the voting trust agreement and the copy of such record so deposited with the Corporation shall be subject to the same right of examination by a shareholder of the Corporation, in person or by agent or attorney, as are the books and records of the Corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

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(d) At any time before the expiration of a voting trust agreement as originally fixed or as extended one or more times under this Section 4(d), one or more holders of voting trust certificates may, by agreement in writing, extend the duration of such voting trust agreement, nominating the same or substitute trustees, for an additional period not exceeding 10 years. Such extension agreement shall not affect the rights or obligations or persons not parties to the agreement, and such persons shall be entitled to remove their shares from the trust and promptly to have their stock certificates reissued upon the expiration of the original term of the voting trust agreement. The extension agreement shall in every respect comply with and be subject to all the provisions of this Section 4, applicable to the original voting trust agreement except that the 10 year maximum period of duration shall commence on the date of adoption of the extension agreement.

(e) The trustees under the terms of the agreements entered into under the provisions of this Section 4, shall not acquire the legal title to the shares but shall be vested only with the legal right and title to the voting power which is incident to the ownership of the shares.

(f) Notwithstanding generally applicable prohibitions against a corporation’s voting of treasury stock, if the Corporation is the trustee under a voting trust, it shall have full authority to vote such shares in accordance with the terms of the voting trust agreement, even if such agreement vests absolute and unfettered voting discretion in the trustee and notwithstanding that the voting trust was created at the prompting or direction of the Corporation, its officers or directors.

SECTION 5. Lost, Destroyed, or Stolen Certificates

No Certificate representing shares of stock in the Corporation shall be issued in place of any Certificate alleged to have been lost, destroyed, or stolen except on production of evidence, satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of Directors so requires, upon the furnishing of an indemnity bond in such amount (but not to exceed twice the fair market value of the shares represented by the Certificate) and with such terms and with such surety as the Board of Directors may, in its discretion, require.

ARTICLE VI

BOOKS AND RECORDS

(a) The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees of Directors.

(b) Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

(c) Any person who shall have been a holder of record of shares, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the Corporation, upon written demand stating the purpose thereof, shall; subject to the qualifications contained in subsection (d) hereof, have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any purpose, its relevant books and records of account, minutes and records of shareholders and to make extracts therefrom.

(d) No shareholder who within two years has sold or offered for sale any list of shareholders or of holders of voting trust certificates for shares of this Corporation or any other corporation; has aided or abetted any person in procuring any list of shareholders or of holders of voting trust certificates for any such purpose; or has improperly used any information secured through any prior examination of the books and records of account, minutes, or record of shareholders or of holders of voting trust certificates

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for shares of the Corporation of any other corporation; shall be entitled to examine the documents and records of the Corporation as provided in Section ^© of this Article VI. No shareholder who does not act in good faith or for a proper purpose in making his demand shall be entitled to examine the documents and records of the Corporation as provided in Section ^© of this Article VI.

(e) Unless modified by resolution of the Shareholders, this Corporation shall prepare not later than four months after the close of each fiscal year:

(i) A balance sheet showing in reasonable detail the financial conditions of the Corporation as of the date of the close of its fiscal year.

(ii) A Profit and Loss statement showing the results of its operation during its fiscal year.

(f) Upon the written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such shareholder or holder of voting trust certificates a copy of its most recent balance sheet and profit and loss statement.

(g) Such balance sheets and profit and loss statements shall be filed and kept for at least five years in the registered office of the Corporation in the State of Florida and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VII

DIVIDENDS

The Board of Directors of the Corporation may, from time to time, declare, and the Corporation may pay dividends on its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent, subject to the following provisions:

(a) Dividends in cash or property may be declared and paid, except as otherwise provided in this Article VII, only out of the unreserved and unrestricted earned surplus of the Corporation or out of capital surplus, however arising, but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such capital surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

(b) If the Corporation shall engage in the business of exploiting natural resources or other wasting assets and if the Articles of Incorporation so provide, dividends may be declared and paid in cash out of depletion or similar reserves, but each such dividend shall be identified as distribution of such reserves and the amount per share paid from such reserves shall be disclosed to the shareholders receiving the same concurrently with the distribution thereof.

(c) Dividends may be declared and paid in the Corporation’s treasury shares.

(d) Dividends may be declared and paid in the Corporation’s authorized but unissued shares, out of any unreserved and unrestricted surplus of the Corporation, upon the following conditions:

(i) If a dividend is payable in the Corporations’ own shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

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(ii) If a dividend is payable in the Corporations’ own shares without par value, such shares shall be issued at a stated value fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

(e) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the Articles of Incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class which the payment is to be made.

(f) A split or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a stock dividend within the meaning of this Article VII.

ARTICLE VIII

SEAL

The Board of Directors shall adopt a Corporate Seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation and the year of incorporation.

ARTICLE IX

INDEMNIFICATION

This Corporation may, in its discretion, indemnify any director, officer, employee, or agent in the following circumstances and in the following manner:

(a) The Corporation may indemnify any person who was or is a part, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by, or in the right of, the Corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees at all trial and appellate levels), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonable believed to be in, or not opposed to, the best interests of the Corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees at all trial

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and appellate levels), actually and reasonable incurred by him in connection with the defense of settlement of such action or suit, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is rarely and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) To the extent that a Director, Officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections (a) or (b) of this Article IX, or in defense of any claim, issue, or matter therein, shall be indemnified against expenses (including attorneys’ fees at trial and appellate levels) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under Sections (a) or (b) of this Article IX, unless pursuant to a determination by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections (a) or (b) or this Article IX. Such determination shall initially be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding. If the Board of Directors shall, for any reason, decline to make such a determination, then such determination shall be made by the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such action, suit or proceeding; provided, however, that a determination made by the Board of Directors pursuant to this Section may be appealed to the shareholders by the party seeking indemnification or any party entitled to call a special meeting of the shareholders pursuant to Section 2 of Article I and, in such case, the determination made by the majority vote of a quorum consisting of shareholders who were not parties to such action, suit, or proceeding shall prevail over a contrary determination of the Board of Directors pursuant to this Section.

(e) Expenses (including attorneys’ fees at all trial and appellate levels) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon a preliminary determination following one of the procedures set forth in this Article IX, that a Director, Officer, employee or agent met the applicable standard of conduct set forth in this Article IX, and upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(f) The Corporation may make any other or further indemnification, except an indemnification against gross negligence or willful misconduct, under any agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in the indemnified party’s official capacity and as to action in another capacity while holding such office.

(g) Indemnification as provided in this Article IX may continue as to a person who has ceased to be a director, officer, employee or agent and may inure to the benefit of the heirs, executors and administrators of such a person upon a proper determination initially made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding. If the Board of Directors shall, for any reason, decline to make such a determination, then such determination may be made by the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such action, suit or proceeding; provided, however, that a

20

determination made by the Board of Directors pursuant to this Section may be appealed to the shareholders by the party seeking indemnification or his representative or by any party entitled to call a special meeting of the shareholders pursuant to Section 2 or Article I and in such case, the determination made by the majority vote of quorum consisting of shareholders who were not parties to such action, suit, or proceeding shall prevail over a contrary determination of the Board of Directors pursuant to this Section (g).

(h) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article IX.

(i) If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the time of delivery to shareholders or written notice of the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within 15 months from the date of such payment, deliver either personally or by mail to each shareholder of record at the time entitled to vote for the election of Directors a statement specifying the persons paid, the amount paid, and the nature and status at the time of such payment of the litigation of threatened litigation.

(j) This Article IX shall be interpreted to permit indemnification to the fullest extent permitted by law. If any part of this Article shall be found to be invalid or ineffective in any action, suit of proceeding, the validity and effect of the remaining part thereof shall not be affected. The provisions of this Article IX shall be applicable to all actions, claims, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption.

ARTICLE X

AMENDMENT OF BYLAWS

The Board of Directors shall have the power to amend, alter, or repeal these Bylaws, and to adopt new Bylaws.

ARTICLE XI

FISCAL YEAR

The Fiscal Year of this Corporation shall be determined by the Board of Directors.

ARTICLE XII

MEDICAL REIMBURSEMENT

SECTION 1. Benefits

The Corporation may, subject to approval of the Board of Directors reimburse all employees for expenses incurred by themselves and their dependents, as defined in Section 152 of the Internal Revenue Code of 1954, as amended (the “IRC”), for medical care, as defined in IRC Section 213(e) or any successor section thereto, subject to the conditions and limitations hereinafter set forth.

It is the intention of the Corporation that the benefits payable to employees hereunder will be excluded from their gross income pursuant IRC Section 105 or any successor section thereto.

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SECTION 2. Employees Defined

The term “employees” as used in this medical expense plan is hereby defined to include all individuals employed by the corporation except the following:

(a) Employees who have not completed three months of service as is provided in IRC Section 105(h)(3) (b)(I), or any successor section thereto;

(b) Employees who have not attained the age of 25 years;

(c) Employees who are part-time or seasonal as is defined in IRC Section 105(h)(3)(B)(iii) or any successor section thereto;

(d) Employees who are included in a unit of employees covered by an agreement between employee representatives and one or more employers found to be a collective bargaining agreement; where accident and health benefits were the subject of good faith bargaining between such employee representatives and such employer(s) as is defined in IRC Section 105(h)(3)(B)(iv) or any successor section thereto;

(e) Employees who are nonresident aliens and who receive no earned income from the employer which constitutes income from sources within the United States as is further defined in IRC Section 105(h)(5)(B)(v) or any successor section thereto.

SECTION 3. Limitations

(a) The Corporation will reimburse any employee no more than $5,000.00 in any fiscal year for medical care expenses;

(b) Reimbursement or payment provided under this plan will be made by the Corporation only in the event and to the extent that such reimbursement or payment is not provided under any insurance policy(ies), whether owned by the Corporation or the employee, or under any other health and accident or wage continuation plan;

(c) In the event that there is such an insurance policy or plan in effect providing for reimbursement in whole or in part, then to the extent of the coverage under such policy or plan, the Corporation will be relieved of any and all liability hereunder.

SECTION 4. Submission of Proof

Any employee applying for reimbursement under this plan will submit to the Corporation, at least quarterly, all bills for medical care, including premium notices for accident or health insurance, for verification by the Corporation prior to payment. Failure to comply herewith, may at the discretion of the Board of Directors, terminate such employee’s right to said reimbursement.

SECTION 5. Discontinuation

This plan will be subject to termination at any time by vote of the Board of Directors; provided, however, that medical care expenses incurred prior to such termination will be reimbursed or paid in accordance with the terms of this plan.

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SECTION 6. Determination

The Chief Executive Officer will determine all questions arising from the administration and interpretation of the Plan except where reimbursement is claimed by the President. In such case determination will be made by the Board of Directors.

The Undersigned, being the duly elected and acting secretary of the Corporation, hereby certifies that the foregoing constitute the validly adopted and true Bylaws of the Corporation, as of the date set forth below.

Dated:
	Secretary
	(Corporate Seal)

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EX-3.3

Exhibit 3.3

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

GLOBAL MUSIC INTERNATIONAL, INC.

Document Number: P04000099801

Pursuant to the provisions of Section 607.1006, Florida Statutes, this Florida profit corporation adopts the following articles of amendment to its articles of incorporation:

FIRST:         Amendments adopted:

ARTICLE II

            The principal place of business address:

            20 Old Stagecoach Road, Redding, CT 06896

            The mailing address of the corporation is:

            20 Old Stagecoach Road, Redding, CT 06896

ARTICLE IV

            The number of shares the corporation is authorized to issue is:

            40,000,000 shares of common stock @ $.0001 par value

ARTICLE VI

            The name and address of the incorporator is:

            Corinne Fallacaro

            20 Old Stagecoach Road

            Redding, CT 06896

SECOND:   The date of each amendments adoption: July 9, 2004

THIRD:       The amendments were adopted by the incorporator without shareholder action and shareholder action was not required.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to the Articles of Incorporation this 13^th day of July 2004.

By:	/s/ Corinne Fallacaro
	Corinne Fallacaro
	Incorporator

EX-5.1

EXHIBIT 5.1

LAW OFFICES OF

MARK C. PERRY, P.A.

2455 EAST SUNRISE BOULEVARD, SUITE 905

FORT LAUDERDALE, FLORIDA 33304

TELEPHONE: (954) 564-6616

FAX: (954) 561-0997

November 30, 2004

Corinne Fallacaro, President

Global Music International, Inc.

20 Old Stagecoach Road

Redding, Connecticut 06896

Re: Global Music International, Inc. (the “Company”)

Dear Ms. Fallacaro:

This opinion is given in connection with the registration of 21,407,000 shares (the “Shares”) of common stock, $.0001 par value, included in a Registration Statement on Form SB-2 filed with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.

We have acted as counsel to the Company only in connection with the preparation of the Form SB-2 Registration Statement pursuant to which the Shares were registered and, in so acting, have examined the originals and copies of corporate instruments, certificates and other documents of the Company and interviewed representatives of the Company to the extent we deemed it necessary, in order to form the basis for the opinion hereinafter set forth. In such examination we have assumed the genuineness of all signatures and authenticity of all documents submitted to us as certified or photostatic copies. As to all questions of fact material to this opinion, we have relied upon statements or certificates of officers or representatives of the Company with respect to any material fact not otherwise readily ascertainable through our due diligence.

The 21,407,000 shares being offered by the Company are now authorized but unissued shares.

Based on, and subject to the foregoing, we are of the opinion that 21,407,000 Shares being registered in this Registration Statement, will be legally issued, fully paid and non-assessable and there will be no personal liability to the owners thereof. Based upon our interpretation of Florida law and its Constitution, no representations stated or set forth in this opinion is in contravention of Florida law or its Constitution.

Global Music International, Inc.

November 30, 2004

Page Two

This law firm hereby consents to the use of this opinion in connection with the Company’s Registration Statement and the inclusion of this opinion as an Exhibit thereto.

Very truly yours,

LAW OFFICES OF MARK C. PERRY, P.A.

/s/ Mark C. Perry

Mark C. Perry

For the Firm

EX-10.1

EXHIBIT 10.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO FALCON ENTERTAINMENT CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURED PROMISSORY NOTE

$700,000 October 3, 2000

FOR VALUE RECEIVED, subject to the terms and conditions set forth below, Falcon Entertainment Corp., a Delaware corporation (the “Company” or the “Maker”), hereby promises to pay to the order of JAMES FALLACARO or CORINNE FALLACARO (each, a “Holder”) on demand (the “Maturity Date”), the principal amount of SEVEN HUNDRED THOUSAND DOLLARS ($700,000) (the “Note”) plus all accrued interest in arrears from and including the date hereof on the principal balance from time to time outstanding, compounded daily, at a rate per annum equal to ten percent (10%). This Note may be prepaid in whole or in part, at any time or from time to time, without premium or penalty. Interest shall be calculated on the basis of actual number of days elapsed over a year of 365 days. Notwithstanding any other provision of this Note to the contrary, neither Holder intends to charge and the Company shall not be required to pay any interest or other fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the Company or credited to reduce principal hereunder. All payments received by any Holder hereunder will be applied first to costs of collection, if any, then to interest and the balance to principal.

The payment of principal and interest will be made by check, wire transfer, or such other means as either Holder shall agree, in immediately available United States funds sent to a Holder at the address furnished to the Company for that purpose.

This Note will be registered on the books of the Company or its agent as to principal and interest. Any transfer of this Note will be effected only by surrender of this Note to the Company and reissuance of a new note to the transferee.

Payment of this Note is secured by a security interest in all assets of the Maker and each of its affiliates and subsidiaries pursuant to a Security Agreement of even date herewith between the Maker and the Holders.

1. Events of Default. The outstanding principal and accrued interest on this Note shall, at the option of either Holder hereof, become due and payable without notice or demand, upon the happening of any one of the following specified events:

(a) failure to pay any amount as herein set forth;

(b) default in the performance by the Company of any other obligation to either Holder, which default is not cured within thirty (30) days after written notice of such default from either Holder;

(c) insolvency (however evidenced) or the commission of any act of insolvency;

(d) the making of a general assignment for the benefit of creditors;

(e) the filing of any petition or the commencement of any proceeding by the Company or any endorser or guarantor of this Note for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions;

(f) the filing of any petition or the commencement of any proceeding against the Company or any endorser or guarantor of this Note for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions, which proceeding is not dismissed within sixty (60) days;

(g) suspension of the transaction of the usual business of the Company;

(h) the past or future making of a false representation or warranty by the Company in connection with this Note; or

(i) any acquisition of the Company, whether by merger, sale of assets or other transaction without first providing the Holders at least 10 calendar days prior written notice.

2. Expenses of Collection. The Company agrees to pay the Holders’ reasonable costs in collecting and enforcing this Note, including reasonable attorney’s fees.

3. Waiver or Amendment. No waiver of any obligation of the Company under this Note or any amendment to this Note shall be effective without the written consent of either Holder hereof. A waiver by either Holder of any right or remedy under this Note on any occasion shall not be a bar to exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

4. Notice. Any notice required or permitted under this Note shall be in writing and shall be deemed to have been given on the date of delivery, if personally delivered to the party to whom notice is to be given, or on the fifth business day after mailing, if mailed to the party to whom notice is to be given, by certified mail, return receipt requested, postage prepaid, and addressed as follows:

    If to the Company, at

    Falcon Entertainment Corp.

    675 Third Avenue, 12th Floor

    New York, NY 10017

    Attn: Anthony Escamilla

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    If to either Holder, at

    71 Great Pasture Road

    Redding, CT 06896

or, in each case, to the most recent address, specified by written notice, given to the sender pursuant to this Section 5.

5. Waiver by Company. The Company hereby expressly waives presentment, demand, and protest, notice of demand, dishonor and nonpayment of this Note, and all other notices or demands of any kind in connection with the delivery, acceptance, performance, default or enforcement hereof, and hereby consents to any delays, extensions of time, renewals, waivers or modifications that may be granted or consented to by either Holder hereof with respect to the time of payment or any other provision hereof.

6. Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby.

7. Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

FALCON ENTERTAINMENT CORP.
By:	/s/ Anthony Escamilla
Anthony Escamilla Executive Vice President

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EX-10.2

EXHIBIT 10.2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 3, 2000, by FALCON ENTERTAINMENT CORP., a Delaware corporation ( the “Company” ), in favor of JAMES FALLACARO and CORINNE FALLACARO (together, the “Holders”).

RECITALS:

WHEREAS, the Company has executed a Secured Promissory Note (the “Note”) of even date herewith in favor of Holders;

WHEREAS, the obligations of the Company under the Note are intended to be secured by certain Collateral (defined below) of the Company, as provided herein.

NOW, THEREFORE, for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

TERMS OF AGREEMENT:

Section 1. Definitions; Interpretation.

(a) Unless otherwise expressly provided herein, when used in this Agreement the following capitalized terms shall have the following meanings:

“Code” shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Delaware; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Delaware, the term “Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“Collateral” shall include all assets of the Company and each of its affiliates and subsidiaries, including without limitation the following, all whether now owned or hereafter acquired or arising: (i) accounts, accounts receivable, contract rights, chattel paper, notes receivable, instruments and documents; (ii) goods of every nature, including without limitation, inventory, stock-in-trade, raw materials, work in process, items held for sale or lease or furnished or to be furnished under contracts of sale or lease, goods that are returned, reclaimed or repossessed, together with materials used or consumed in the Company’s business; (iii) equipment, including, without limitation, machinery, vehicles, furniture and fixtures; (iv) general intangibles, of every kind and description, including, but not limited to, all existing and future customer lists, choses in action, claims (including without limitation claims for indemnification or breach of warranty), books, records, patents and patent applications, copyrights, trademarks, trade names, domain names, tradestyles, trademark applications, goodwill, blueprints, drawings, designs and plans, trade secrets, contracts, licenses, license agreements, formulae, tax and any other types of refunds, returned and unearned insurance

premiums, rights and claims under insurance policies, and computer information, software, source codes, object codes, records and data; (v) all cash and cash equivalents; and (vi) all cash and non-cash proceeds (including without limitation, insurance proceeds) of all of the foregoing property, all products thereof and, all additions and accessions thereto, substitutions therefor and replacements thereof.

“Event of Default” shall mean any failure to make a payment when due under the Note or any failure to perform or observe any obligations, covenants or agreements under this Agreement.

“Obligations” shall mean all the unpaid principal amount of, and accrued interest on, the Note, now existing or hereafter incurred.

“Proceeds” shall have the meaning assigned to it under the Code and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Company from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Company from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority) and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

(b) Where applicable and except as otherwise defined herein, terms used in this Agreement shall have the meanings assigned to them in the Code.

(c) In this Agreement, (i) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; and (ii) the captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.

Section 2. Grant of Security Interest. As security for the prompt and complete payment and performance when due of all of the Obligations of the Company, the Company hereby pledges and grants to Holders a security interest in the Collateral. This Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 10 hereof.

Section 3. Covenants. The Company covenants and agrees with Holders that from and after the date of this Security Agreement and until the Obligations are fully satisfied:

(a) At any time and from time to time, upon the written request of Holders, and at the sole expense of the Company, the Company will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Holders may reasonably deem desirable in obtaining the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, the filing of any

2

financing or continuation statements under the Code. The Company also hereby authorizes Holders to file any such financing or continuation statement without the signature of the Company to the extent permitted by applicable law.

(b) The Company will comply in all material respects, with all acts, rules, regulations, orders, decrees and directions of any governmental authority, applicable to the Collateral or any part thereof or to the operation of the Company’s business; provided, however, that the Company may contest any act, regulation, order, decree or direction in any reasonable manner which shall not in the sole opinion of Holders adversely affect Holders’ rights or the first priority of its security interest in the Company.

(c) The Company will not, without its Board of Directors' approval, create, permit or suffer to exist, and will defend the Collateral against and take such other action as is necessary to remove, any lien or right, in or to the Collateral (other than those created hereunder) or the Proceeds thereof, other than (i) liens of current taxes not yet due and payable and (ii) liens and encumbrances which do not in any case materially detract from the value of the Collateral.

Section 4. Remedies on Default.

(a) If any Event of Default shall occur and be continuing, Holders may exercise, in addition to all other rights and remedies granted to it in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of secured parties under the Code. Without limiting the generality of the foregoing, the Company expressly agrees that in any such event Holders, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, for cash or on credit or for future delivery without assumption of any credit risk. Holders shall provide ten (10) days prior notice of the time and place of any public or private sale. Holders shall have the right, to the extent permitted by law, upon any such public sale or sales, and, upon such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Company.

(b) If any Event of Default shall occur and be continuing, the Company expressly agrees that Holders shall have the right at any time, and in their sole discretion, to notify any persons obligated to the Company to make payment directly to Holders of any and all amounts due or to become due thereon.

(c) The Company also agrees to pay all reasonable costs of Holders, including reasonable attorneys' fees, incurred with respect to the collection of any of the Obligations and the enforcement of any of its rights hereunder.

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(d) Except as otherwise provided herein, the Company hereby waives presentment, demand, protest or any notice (to the extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.

Section 5. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6. No Waiver; Cumulative Remedies. Holders shall not by any act, delay, omission or otherwise, be deemed to have waived any of their rights or remedies hereunder; and no waiver shall be valid unless in writing and signed by a Holder, and then only to the extent therein set forth. A waiver by either Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Holders would otherwise have on any future occasion.

Section 7. Notices. All notices or other communications hereunder shall be in writing and mailed, sent or delivered to the respective parties hereto at or to the applicable address set forth in the Note, or as shall otherwise be designated by any party in a written notice to the other parties hereto. All such notices and other communications shall be effective (i) if delivered by hand, when delivered; or (ii) if sent by mail, upon the earlier of the date of receipt or five business days after deposit in the mail, first class.

Section 8. Entire Agreement; Amendment. This Agreement contains the entire agreement of the Company and Holders with respect to the subject matter hereof and shall not be amended except by the written agreement of the Company and Holders.

Section 9. Successors and Assigns; Governing Law. This Agreement and all obligations of the Company hereunder shall be binding upon the successors and assigns of the Company, and shall, together with the rights and remedies of Holders hereunder, inure to the benefit of Holders, all future Holders of the Note, and their respective successors and assigns. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, excluding any choice of law provisions.

Section 10. Termination. Upon payment and performance in full of all obligations, this Agreement shall terminate and secured party shall promptly execute and deliver to Company such documents and instruments reasonably requested by Company as shall be necessary to evidence termination of all security interests given by Company to Holders hereunder.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, the undersigned has duly executed this Security Agreement as of the day and year first above written.

FALCON ENTERTAINMENT CORP.
By:	/s/ Anthony Escamilla
	Anthony Escamilla
	Executive Vice President

5

EX-10.3

EXHIBIT 10.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO FALCON ENTERTAINMENT CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURED PROMISSORY NOTE

$1,500,000 July 29, 2004

FOR VALUE RECEIVED, subject to the terms and conditions set forth below, GLOBAL MUSIC INTERNATIONAL, INC., a Florida corporation (the “Company” or the “Maker”), hereby promises to pay to the order of CORINNE FALLACARO (“Holder”) on demand (the “Maturity Date”), the principal amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) (the “Note”) plus all accrued interest in arrears from and including the date hereof on the principal balance from time to time outstanding, compounded daily, at a rate per annum equal to six percent (6%). This Note may be prepaid in whole or in part, at any time or from time to time, without premium or penalty. Interest shall be calculated on the basis of actual number of days elapsed over a year of 365 days. Notwithstanding any other provision of this Note to the contrary, Holder does not intend to charge and the Company shall not be required to pay any interest or other fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the Company or credited to reduce principal hereunder. All payments received by Holder hereunder will be applied first to costs of collection, if any, then to interest and the balance to principal.

The payment of principal and interest will be made by check, wire transfer, or such other means as Holder shall agree, in immediately available United States funds sent to Holder at the address furnished to the Company for that purpose.

This Note will be registered on the books of the Company or its agent as to principal and interest. Any transfer of this Note will be effected only by surrender of this Note to the Company and reissuance of a new note to the transferee.

Payment of this Note is secured by a security interest in all assets of the Maker and each of its affiliates and subsidiaries pursuant to a Security Agreement of even date herewith between the Maker and the Holder.

1. Events of Default. The outstanding principal and accrued interest on this Note shall, at the option of Holder hereof, become due and payable without notice or demand, upon the happening of any one of the following specified events:

(a) failure to pay any amount as herein set forth;

(b) default in the performance by the Company of any other obligation to Holder, which default is not cured within thirty (30) days after written notice of such default from Holder;

(c) insolvency (however evidenced) or the commission of any act of insolvency;

(d) the making of a general assignment for the benefit of creditors;

(e) the filing of any petition or the commencement of any proceeding by the Company or any endorser or guarantor of this Note for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions;

(f) the filing of any petition or the commencement of any proceeding against the Company or any endorser or guarantor of this Note for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions, which proceeding is not dismissed within sixty (60) days;

(g) suspension of the transaction of the usual business of the Company;

(h) the past or future making of a false representation or warranty by the Company in connection with this Note; or

(i) any acquisition of the Company, whether by merger, sale of assets or other transaction without first providing the Holder at least 10 calendar days prior written notice.

2. Expenses of Collection. The Company agrees to pay the Holder’s reasonable costs in collecting and enforcing this Note, including reasonable attorney’s fees.

3. Waiver or Amendment. No waiver of any obligation of the Company under this Note or any amendment to this Note shall be effective without the written consent of either Holder hereof. A waiver by Holder of any right or remedy under this Note on any occasion shall not be a bar to exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

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4. Notice. Any notice required or permitted under this Note shall be in writing and shall be deemed to have been given on the date of delivery, if personally delivered to the party to whom notice is to be given, or on the fifth business day after mailing, if mailed to the party to whom notice is to be given, by certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to the Company, at

Global Music International, Inc.

20 Old Stagecoach Road

Redding, CT 06896

Attn:                                 

If to Holder, at

71 Great Pasture Road

Redding, CT 06896

or, in each case, to the most recent address, specified by written notice, given to the sender pursuant to this Section 5.

5. Waiver by Company. The Company hereby expressly waives presentment, demand, and protest, notice of demand, dishonor and nonpayment of this Note, and all other notices or demands of any kind in connection with the delivery, acceptance, performance, default or enforcement hereof, and hereby consents to any delays, extensions of time, renewals, waivers or modifications that may be granted or consented to by Holder hereof with respect to the time of payment or any other provision hereof.

6. Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby.

7. Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of the State of Florida.

GLOBAL MUSIC INTERNATIONAL, INC.
By:	/s/ Christopher Mauritz, V.P.

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EX-10.4

EXHIBIT 10.4

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 28, 2004, by GLOBAL MUSIC INTERNATIONAL, INC., a Florida corporation (the “Company”), in favor of CORINNE FALLACARO (the “Holder”).

RECITALS:

WHEREAS, the Company has executed a Secured Promissory Note (the “Note”) of even date herewith in favor of Holder;

WHEREAS, the obligations of the Company under the Note are intended to be secured by certain Collateral (defined below) of the Company, as provided herein.

NOW, THEREFORE, for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

TERMS OF AGREEMENT:

Section 1. Definitions; Interpretation.

(a) Unless otherwise expressly provided herein, when used in this Agreement the following capitalized terms shall have the following meanings:

“Code” shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Florida; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Florida, the term “Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“Collateral” shall include all assets of the Company and each of its affiliates and subsidiaries, including without limitation the following, all whether now owned or hereafter acquired or arising: (i) accounts, accounts receivable, contract rights, chattel paper, notes receivable, instruments and documents; (ii) goods of every nature, including without limitation, inventory, stock-in-trade, raw materials, work in process, items held for sale or lease or furnished or to be furnished under contracts of sale or lease, goods that are returned, reclaimed or repossessed, together with materials used or consumed in the Company’s business; (iii) equipment, including, without limitation, machinery, vehicles, furniture and fixtures; (iv) general intangibles, of every kind and description, including, but not limited to, all existing and future customer lists, choses in action, claims (including without limitation claims for indemnification or breach of warranty), books, records, patents and patent applications, copyrights, trademarks, trade names, domain names, trade styles, trademark applications, goodwill, blueprints, drawings, designs and plans, trade secrets, contracts, licenses, license agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies, and computer information, software, source codes, object codes, records and

data; (v) all cash and cash equivalents; and (vi) all cash and non-cash proceeds (including without limitation, insurance proceeds) of all of the foregoing property, all products thereof and , all additions and accessions thereto, substitutions therefor and replacements thereof.

“Event of Default” shall mean any failure to make a payment when due under the Note or any failure to perform or observe any obligations, covenants or agreements under this Agreement.

“Obligations” shall mean all the unpaid principal amount of, and accrued interest on, the Note, now existing or hereafter incurred.

“Proceeds” shall have the meaning assigned to it under the Code and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Company from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Company from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority) and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

(b) Where applicable and except as otherwise defined herein, terms used in this Agreement shall have the meanings assigned to them in the Code.

(c) In this Agreement, (i) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; and (ii) the captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.

Section 2. Grant of Security Interest. As security for the prompt and complete payment and performance when due of all of the Obligations of the Company, the Company hereby pledges and grants to Holder a security interest in the Collateral. This Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 10 hereof.

Section 3. Covenants. The Company covenants and agrees with Holder that from and after the date of this Security Agreement and until the Obligations are fully satisfied:

(a) At any time and from time to time, upon the written request of Holder, and at the sole expense of the Company, the Company will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Holder may reasonably deem desirable in obtaining the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Code. The Company also hereby authorizes Holder to file any such financing or continuation statement without the signature of the Company to the extent permitted by applicable law.

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(b) The Company will comply in all material respects, with all acts, rules, regulations, orders, decrees and directions of any governmental authority, applicable to the Collateral or any part thereof or to the operation of the Company’s business; provided, however, that the Company may contest any act, regulation, order, decree or direction in any reasonable manner which shall not in the sole opinion of Holder adversely affect Holder’s rights or the first priority of its security interest in the Company.

(c) The Company will not, without its Board of Directors’ approval, create, permit or suffer to exist, and will defend the Collateral against and take such other action as is necessary to remove, any lien or right, in or to the Collateral (other than those created hereunder) or the Proceeds thereof, other than (i) liens of current taxes not yet due and payable and (ii) liens and encumbrances which do not in any case materially detract from the value of the Collateral.

Section 4. Remedies on Default.

(a) If any Event of Default shall occur and be continuing, Holder may exercise, in addition to all other rights and remedies granted to it in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of secured parties under the Code. Without limiting the generality of the foregoing, the Company expressly agrees that in any such event Holder, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, for cash or on credit or for future delivery without assumption of any credit risk. Holder shall provide ten (10) days prior notice of the time and place of any public or private sale. Holder shall have the right, to the extent permitted by law, upon any such public sale or sales, and, upon such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Company.

(b) If any Event of Default shall occur and be continuing, the Company expressly agrees that Holder shall have the right at any time, and in its sole discretion, to notify any persons obligated to the Company to make payment directly to Holder of any and all amounts due or to become due thereon.

(c) The Company also agrees to pay all reasonable costs of Holder, including reasonable attorneys’ fees, incurred with respect to the collection of any of the Obligations and the enforcement of any of its rights hereunder.

(d) Except as otherwise provided herein, the Company hereby waives presentment, demand, protest or any notice (to the extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.

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Section 5. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6. No Waiver; Cumulative Remedies. Holder shall not by any act, delay, omission or otherwise, be deemed to have waived any of their rights or remedies hereunder; and no waiver shall be valid unless in writing and signed by a Holder, and then only to the extent therein set forth. A waiver by Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Holder would otherwise have on any future occasion.

Section 7. Notices. All notices or other communications hereunder shall be in writing and mailed, sent or delivered to the respective parties hereto at or to the applicable address set forth in the Note, or as shall otherwise be designated by any party in a written notice to the other parties hereto. All such notices and other communications shall be effective (i) if delivered by hand, when delivered; or (ii) if sent by mail, upon the earlier of the date of receipt or five business days after deposit in the mail, first class.

Section 8. Entire Agreement; Amendment. This Agreement contains the entire agreement of the Company and Holder with respect to the subject matter hereof and shall not be amended except by the written agreement of the Company and Holder.

Section 9. Successors and Assigns; Governing Law. This Agreement and all obligations of the Company hereunder shall be binding upon the successors and assigns of the Company, and shall, together with the rights and remedies of Holder hereunder, inure to the benefit of Holder, all future Holders of the Note, and their respective successors and assigns. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, excluding any choice of law provisions.

Section 10. Termination. Upon payment and performance in full of all obligations, this Agreement shall terminate and secured party shall promptly execute and deliver to Company such documents and instruments reasonably requested by Company as shall be necessary to evidence termination of all security interests given by Company to Holder hereunder.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned has duly executed this Security Agreement as of the day and year first above written.

GLOBAL MUSIC INTERNATIONAL, INC.
By:	/s/ Christopher Mauritz
	Christopher Mauritz, V.P.

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EX-10.5

EXHIBIT 10.5

Connecticut Bill of Sale of Personal Property

State of Connecticut         }

County of Danfield           }

KNOW ALL PERSONS BY THESE PRESENTS

THAT I, Corinne Fallacaro, Seller of all of the assets listed on Exhibit A attached hereto and made part hereof located at 20 Old Stagecoach Road, Redding, Connecticut 06896 in consideration of ten dollars and other good and valuable consideration, the receipt of payment of which is hereby acknowledged, do hereby sell and transfer to Global Music International, Inc., Buyer of the assets listed on Exhibit A located at 20 Old Stagecoach Road, Redding, Connecticut 06896. The property set forth on Exhibit A has been clearly identified.

Seller warrants that she is the lawful owner in every respect of all of the described property and that it is free and clear of all liens, security agreements, encumbrances, claims, demands, and charges of every kind whatsoever.

Seller binds Seller, her successors and assigns to warrant and defend title to all of the described property to Buyer, and its successors and assigns, forever against every person lawfully claiming the described property or any part of it.

This Bill of Sale shall be effective as to the transfer of all property listed in it as of July 28, 2004.

IN WITNESS HEREOF, this Bill of Sale is executed on August 2, 2004.

Witness:	Seller:
/s/ Lisa Pismandi	/s/ Corinne Fallacaro
Witness’ Signature	Corinne Fallacaro
Witness’ Printed Name

ACKNOWLEDGMENT

State of Connecticut         }

County of Danfield           }

Before me, the undersigned authority, on this day appeared Corinne Fallacaro, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the instrument for the purposes and consideration expressed in the instrument. Given under my hand and seal of office on August 2, 2004.

/s/ Joan E. Lavery

NOTARY PUBLIC

My commission expires June 30, 2005

EXHIBIT TO

BILL OF SALE, EFFECTIVE JULY 28, 2004

All assets of Independent Music Network, Inc. including, but not limited to, the following:

Servers, computers and equipment for website and office

1. Foundry Server Iron load balancer Model fbsa (for 8 Servers) Ser# 7168

2. Eight Pentium 3 web servers + 2 dual processor Pentium 3 database servers w/RAID array (250 Gig each)

The web servers and database servers run Windows 2000 Server Edition. (250 gig)

Built to spec (Internal #imn0031-38)

3. Seven redundant mail and DNS servers running on similar hardware as the web servers, running Redhat Linux. (Internal# Imn0017-23)

(The site connected to a 100 megabit link to the internet using carrier class Cisco routers and Foundry Switch.)

4. Seven Windows 2000 PC with 7 Sony g400 monitors running on an Intel Pentium 3 750mhz machine with 256mb RAM and 250 gig hard disk. (Internal# imn006-12)

5. Twin Editing workstations for website and programs. (2)Mac G4 400mhz machines with 512mb RAM and 20gig hard drives on board with 250 gig external storage, with 2 Sony g500 monitors Ser #Sxbo183x5hsg.....xbo183aahsg

6. Umax Powerlook Scanner Model 1100 Ser# haroo5a000763

7. Sony Beta SP Video player Ser# 12865

8. Video Master editing and storage workstation, built to spec:

1 terabyte of disk storage

6 terabyte external storage

1 gigabyte of memory

Pentium 4 processor

custom raid drive array

gigabit networking (Internal# imn03)

9. HP color laserjet printer Model 4100. Ser#jphaeo8731 (2) HP laserjet b/w 2100 Ser#usgx070858    usgx070849

10. Merlin Magix Phone system with 20 line capability with 20 phones, plus voice module. Ser#99dr11007408

11. Cannon Multipass 6000 Fax, copier and scanner Ser# uxe34921

Programs, graphics & commercials

COMMERCIALS Run time Produced and edited by RDA International. (Ad Agency) and Sony

1.	Grand Finale	:30
2.	Jukebox hero	:30
3.	Hey Mickey	:30
4.	Beatbox	:15
5.	Jukebox hero	:15
6.	Hey Mickey	:15
7.	Diner	:15
8.	Grand Finale	:45
9.	Jukebox hero	:60
10.	Hey Mickey	:60
11.	Grand Finale International	:30
12	Jukebox International	:30
13.	Hey Mickey International	:30

Program/Show

The program/show consists of :

637.5 Hours of continuous looped music video show (IMNTV) streaming on the website 24/7 Consisting of :

510 hours of music videos (Avg 15 per hour)

127.5 hours of commercials and IMN graphics (avg 15 per hour)

Total time per hour is avg 45 min of music video and 15 min interspersed into show with IMN commercials and ident graphics.

Graphics Packages for show

Consist of 15 hours of master graphics prepared by Sony Studios

The masters are edited for 5 to 15 second segments for insertion into show/program.

Identified by Imn logo and rotating or fractured display of same.

Website

IMNTV and Get Huge - Trademarks

Domain name IMNTV.COM

Complete website as viewed on site.

All backup of master site and shows on storage medium.

EX-23.2

EXHIBIT 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the use in this Registration Statement of Global Music International, Inc. on Form SB-2 of our report dated November 16, 2004, appearing in the Prospectus, which is part of this Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus.

/s/ CARLIN, CHARRON & ROSEN, LLP

Glastonbury, Connecticut

November 30, 2004