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EXHIBIT 3.4

PROVINCE OF ONTARIO
MINISTRY OF CONSUMER AND COMMERCIAL RELATIONS

ARTICLES OF INCORPORATION

1. The name of the corporation is:

BMG Holdings Inc.

2. The address of the registered office is:

66 Wellington Street West
Suite 3600
Toronto, Ontario M5K 1N6

3. Number (or minimum and maximum number) of directors is:

A minimum of 1 and a maximum of 11.

4. The first director(s) is/are:

Residence address, giving street & No. or R.R. Resident Canadian
First name, initials and surname No. or municipality and postal code State Yes or No
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Anthony F. Baldanza 37 St. Leonards Crescent Yes
Toronto, Ontario
M4N 3A5

5. Restrictions, if any, on business the corporation may carry on or on
powers the corporation may exercise:

There are no restrictions on the business the Corporation may carry on or
on the powers the Corporation may exercise.

6. The classes and any maximum number of shares that the corporation is
authorized to issue:

The Corporation is authorized to issue an unlimited number of shares of 1
class designated as common shares.

7. Rights, privileges, restrictions and conditions (if any) attaching to
each class of shares and directors authority with respect to any class of
shares which may be issued in series:

Not applicable.

8. The issue, transfer or ownership of shares (is/is not restricted and the
restrictions (if any) are as follows:

The right to transfer shares of the Corporation shall be restricted in
that no shares shall be transferred without either a) the consent of the
directors of the Corporation expressed by a resolution passed by the
directors or by an instrument or instruments in writing signed by a
majority of the directors, which consent may be given either prior or
subsequent to the time of transfer of such shares; or b) the consent of the
holders of shares of the Corporation to which are attached at least a
majority of the votes attaching to all shares of the Corporation for the
time being outstanding carrying a voting right either under all
circumstances or under some circumstances that have occurred and are
continuing, expressed by resolution passed by such shareholders or by an
instrument or instruments in writing by such shareholders, which consent
may be given either prior or subsequent to the time of transfer of such
shares.

9. Other provisions, if any, are:

1. that the number of shareholders of the Corporation, exclusive of
persons who are in the employment of the Corporation and exclusive of
persons, who, having been formerly in the employment of the
Corporation, were, while in that employment, and have continued after
the termination of that employment to be shareholders of the
Corporation, is limited to not more than 50, 2 or more persons who are
the joint registered owners of 1 or more shares being counted as 1
shareholder; and

2. that any invitation to the public to subscribe for any securities
of the Corporation is hereby prohibited.

10. The names and addresses of the Full residence address or address of
incorporators are registered office or of principal
First Name, initials and place of business giving street &
last name No. or R.R. No., municipality and
or corporate name postal code
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Anthony F. Baldanza 37 St. Leonards Crescent
Toronto, Ontario
M4N 3A5

These articles are signed in duplicate.

Signatures of incorporators

/s/ Anthony F. Baldanza
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Anthony F. Baldanza