3Power Energy Group Inc. – ‘10KSB’ for 12/31/04 – EX-4.1

On:  Thursday, 3/31/05, at 7:45pm ET   ·   As of:  4/1/05   ·   For:  12/31/04   ·   Accession #:  1221554-5-12   ·   File #:  333-103647

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       22    106K 
 2: EX-4.1      Form of Stock Certificate                              1      5K 
 3: EX-14.1     Code of Ethics                                         1      5K 
 4: EX-23.1     Consent by Moore Stephens Ellis Foster                 1      7K 
 5: EX-23.2     Consent by Morgan & Company                            1      6K 
 6: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 7: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      6K 

EX-4.1   —   Form of Stock Certificate

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

NUMBER                                                          SHARES

                                                         CUSIP NO.
 ATM FINANCIAL CORP.

    AUTHORIZED COMMON STOCK:  100,000,000 SHARES
PAR VALUE $.0001

THIS CERTIFIES THAT                                                             

Is The Record Holder Of                                                         

Shares of ATM FINANCIAL CORP. Common Stock  
transferable on the books of the Corporation by the holder hereof, in person or 
by duly authorized attorney, upon surrender of this Certificate properly        
endorsed.  This Certificate is not valid until countersigned by the Transfer    
Agent and registered by the Registrar.                                          

    Witness the facsimile seal of the corporation and the facsimile signatures
of its duly authorized officers.                                                

Dated:                                                                          

/s/Viktoria Vynnyk        ATM FINANCIAL CORP.        /s/Arthur Davis  
Secretary                   CORPORATE SEAL           President        
NEVADA

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/13/06  SEC                               UPLOAD¶    10/04/17    1:2K   3Power Energy Group Inc.
12/01/05  SEC                               UPLOAD¶    10/04/17    1:6K   3Power Energy Group Inc.