Exhibit 4.1

             Certificate                                               Shares
               Number      EE REVERSE FOR CERTAIN RESTRICTIONS


                       CAPITOL GROUP HOLDINGS CORPORATION

            INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA


                                  COMMON STOCK
The Corporation is authorized to issue 300,000,000 shares of Common Stock,
$0.001 par value per share and 50,000,000 shares of Preferred Stock,
                          $0.001 par value per share.

This  Certifies  that S P E C I M E N is the  owner of  _______  fully  paid and
non-assessable  shares of common Stock,  par value $0.001 per share,  of Capitol
Group Holdings Corporation (the "Corporation").

This  Certificate is  transferable  only on the books of the  Corporation by the
holder hereof in person, or by duly authorized attorney,  upon surrender of this
Certificate properly endorsed.

IN WITNESS WHEREOF,  the Corporation has caused this Certificate to be signed by
its duly authorized officers this   day of           , 20
                                           -        ----------




 -------------                                                 -----------
 PRESIDENT                                                      SECRETARY







         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE. THE SECURITIES ARE "RESTRICTED SECURITIES" AND
HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IF
SUCH SALE, PLEDGE, OR TRANSFER WOULD BE IN VIOLATION OF THE SECURITIES ACT OR
THE SECURITIES LAWS OF ANY STATE.

         THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS, A STATEMENT OF THE DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST
IS TO BE ADDRESSED TO THE SECRETARY OF THE CORPORATION.




         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common      UNIF GIFT MIN ACT -        Custodian
                                                        -------         --

TEN ENT - as tenants by the entireties      (Cust)   (Minor)

JT TEN  - as joint tenants with right of    under Uniform Gifts to Minors

         survivorship and not as tenants                   Act----
         in common                                         (State)

         Additional abbreviations may also be used though not in the above list.


For Value Received,                                 hereby sell, assign and
                    -------------------------------
transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE



- -------------------------------------------shares of Common Stock represented by
the within certificate, and do hereby irrevocably constitute and
appoint ___________________________________ attorney to transfer the said shares
on the books of the within named Corporation with full power of substitution in
the premises.

Dated


NOTICE:  THE  SIGNATURE  TO THIS  ASSIGNMENT  MUST  CORRESPOND  WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.