                                                               State of Delaware
                                                              Secretary of State
                                                        Division of Corporations
                                                   Delivered 05:36 PM 10/17/2008
                                                       FILED 05:29 PM 10/17/2008
                                                    SRV 081048111 - 4613284 FILE


                          CERTIFICATE OF INCORPORATION
                                       OF
                                   30DC, INC.

The  undersigned,  being the sole  incorporator  herein named for the purpose of
forming a corporation  pursuant to the General  Corporation  Law of the State of
Delaware, does hereby certify that:

FIRST:  The name of this Corporation is 30DC, Inc.

SECOND:  The  address,  including  street,  number,  city  and  county,  of  the
registered  office  of the  Corporation  in the State of  Delaware  is 615 South
DuPont  Highway,  Dover,  Delaware  19901,  County of Kent;  and the name of the
registered  agent of the Corporation in the State of Delaware at such address is
National Corporate Research, Ltd.

THIRD:  The nature of the  business  and of the  purposes  to be  conducted  and
promoted by the  Corporation is to conduct any lawful  business,  to promote any
lawful  purpose,  and  to  engage  in  any  lawful  act or  activity  for  which
corporations may be organized under the General  Corporation Law of the State of
Delaware.

FOURTH:  A.  CLASSES AND NUMBERS OF SHARES.  The total number of shares of stock
that  the   Corporation   shall  have  authority  to  issue  is  thirty  million
(30,000,000). The Classes and aggregate number of shares of each class which the
Corporation shall have authority to issue are as follows:

          1. Twenty Five million  (25,000,000) shares of Common Stock, par value
     $0.0001 per share (the "Common Stock"); and

          2. Five  million  (5,000,000)  shares of  Preferred  Stock,  par value
     $0.0001 per share (the "Preferred Stock"); and

B. BLANK CHECK  POWERS.  The  Corporation  may issue any class of the  Preferred
Stock in any series.  The Board of Directors  shall have  authority to establish
and  designate  series,  and to fix the number of shares  included  in each such
series and the variations in the relative rights, preferences and limitations as
between  series,  provided that, if the stated  dividends and amounts payable on
liquidation  are not paid in full,  the  shares of all  series of the same class
shall share ratably in the payment of dividends including accumulations, if any,
in  accordance  with the sums  which  would be  payable  on such  shares  if all
dividends  were  declared and paid in full,  and in any  distribution  of assets
other  than by way of  dividends  in  accordance  with the sums  which  would be
payable on such distribution if all sums payable were discharged in full. Shares
of each such series when issued shall be designated to distinguish the shares of
each series from shares of all other series.
<PAGE>
FIFTH: Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this  Corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  State  of  Delaware  may,  on the  application  in a  summary  way of  this
Corporation or any creditor or stockholder  thereof or on the application of any
receiver or receivers  appointed for this  Corporation  under the  provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the  creditors or class of  creditors,  and/or of the  stockholders  or class of
stockholders,  of this  Corporation,  as the case may be, to be summoned in such
manner  as the said  court  directors.  If a  majority  in  number  representing
three-fourths  in value of the  creditors or class of  creditors,  and/or of the
stockholders or class of stockholders,  of this Corporation, as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
Corporation  as a  consequence  of such  compromise  or  arrangement,  the  said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  this  Corporation,  as the  case  may  be,  and  also on this
Corporation.

SIXTH:  The  original  By-Laws  of  the  Corporation  shall  be  adopted  by the
incorporator.  Thereafter,  the power to make, alter, or repeal the By-Laws, and
to adopt any new By-Law, shall be vested in the Board of Directors.

SEVENTH:  To the fullest extent that the General Corporation Law of the State of
Delaware,  as it exists on the date  hereof or as it may  hereafter  be amended,
permits the limitation or elimination of the liability of directors, no director
of this  Corporation  shall be  personally  liable  to this  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director.
Notwithstanding the foregoing, a director shall be liable to the extent provided
by applicable  law: (1) for any breach of the directors'  duty of loyalty to the
Corporation or its stockholders;  (2) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (3) under
section 174 of the General Corporation Law of the State of Delaware;  or (4) for
any transaction from which the director derived any improper  personal  benefit.
Neither  the  amendment  or  repeal of this  Article,  nor the  adoption  of any
provision of this Certificate of Incorporation  inconsistent  with this Article,
shall adversely  affect any right or protection of a director of the Corporation
existing at the time of such amendment or repeal.

EIGHTH: The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and  supplemented,  indemnify  any and all  persons  whom it shall have power to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities  or other  matters  referred to in or covered by said  section.  The
Corporation  shall  advance  expenses to the fullest  extent  permitted  by said
section.  Such  right to  indemnification  and  advancement  of  expenses  shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such a person. The  indemnification  and advancement of expenses provided for
herein shall not be deemed  exclusive of any other rights to which those seeking
indemnification or advancement of

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<PAGE>
expenses may be entitled under any By-Law,  agreement,  vote of  stockholders or
disinterested directors or otherwise.

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of October 2008.

                                                /s/ Judy Munoz
                                                --------------------------------
                                                Judy Munoz, Sole Incorporator
                                                Haynes and Boone, LLP
                                                1221 Avenue of the Americas
                                                26th Floor
                                                New York, New York 10020





































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