Exhibit 3.1(v)*
Certificate of Incorporation of Registrant
 as amended and filed with the Secretary of State of the State of New York CERTIFICATE OF INCORPORATION OF AMERICAN HOME FOOD
PRODUCTS, INC. UNDER SECTION 402 OF THEBUSINESS CORPORATION LAW The
undersigned, being a natural person over the age of eighteen, in order to form
a corporation under and pursuant to the Business Corporation Law of the State
of New York, hereby certifies: FIRST:          The
name of the corporation is American Home Food Products, Inc. (the Company). SECOND:
The purpose of the Company is to engage in
any lawful act or activity for which corporations may be organized pursuant to
the Business Corporation Law of the State of New York. THIRD:
The office of the Company shall be in the
County of New York, State of New York. FOURTH:
The Secretary of State of the State of New York is hereby designated as the
agent of the corporation upon whom process against the corporation may be
served. The post office address within the State of New York to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is: Attn: Daniel W. Dowe 
President 
American Home Food Products, Inc. 42 Forest Lane 
Bronxville, New York 10708 FIFTH: The duration of the Company is to be
perpetual.   SIXTH:
Section 1. Authorized Capital Stock. The Company is authorized to issue
two classes of capital stock, designated Common Stock and Preferred Stock. The
total number of shares of capital stock that the Company is authorized to issue
is 110,000,000 shares, consisting of 100,000,000 shares of Common Stock, par
value $.001 per share, and 10,000,000 shares of Preferred Stock, par value
$.001 per share.

Section
2. Preferred Stock. The Preferred Stock may be issued in one or more
series. The Board of Directors of the Company (the Board) is hereby
authorized to issue the shares of Preferred Stock, without additional
stockholder approval, in such series and to fix from time to time before
issuance the number of shares to be included in any such series and the
designation, relative powers, preferences, and rights and qualifications,
limitations, or restrictions of all shares of such series. The authority of the
Board with respect to each such series will include, without limiting the
generality of the foregoing, the determination of any or all of the following:

(a)          the
number of shares of any series and the designation to distinguish the shares of
such series from the shares of all other series;

(b)          the voting
powers, if any, and whether such voting powers are full or limited in such
series;

(c)          the redemption
provisions, if any, applicable to such series, including the redemption price
or prices to be paid;

(d)          whether
dividends, if any, will be cumulative or noncumulative, the dividend rate of
such series, and the dates and preferences of dividends on such series;

(e)          the rights of
such series upon the voluntary or involuntary dissolution of, or upon any
distribution of the assets of, the Company;

(f)          the provisions,
if any, pursuant to which the shares of such series are 
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same or any other class or classes of stock, or any
other security, of the Company or any other corporation or other entity, and
the price or prices or the rates of exchange applicable thereto;

(g)          the right, if
any, to subscribe for or to purchase any securities of the Company or any other
corporation or other entity;

(h)          the provisions,
if any, of a sinking fund applicable to such series; and

(i)          any other
relative, participating, optional, or other special powers, preferences,
rights, qualifications, limitations, or restrictions thereof all as may be
determined from time to time by the Board and stated in the resolution or
resolutions providing for the issuance of such Preferred Stock (collectively, a
Preferred Stock Designation).

Section
3. Common Stock. The holders of Common Stock will be entitled to one vote
on each matter submitted to a vote at a meeting of stockholders for each share
of Common Stock held of record by such holder as of the record date for such
meeting.

SEVENTH:
The Board may make, amend, and repeal the Bylaws of the Company. Any Bylaw made
by the Board under the powers conferred hereby may be amended or repealed by
the Board or by the stockholders in the manner provided in the Bylaws of the
Company. The Bylaws may only be adopted, amended or repealed by the stockholders
by the affirmative vote of at least 75% of the votes of the shares at the time
entitled to vote in the election of any Directors, voting together as a single
class. The Company may in its Bylaws confer powers upon the Board in addition
to the foregoing and in addition to the powers and authorities expressly
conferred upon the Board by applicable law.

EIGHTH:
Subject to the rights of the holders of any series of Preferred Stock:

(a)          any action required
or permitted to be taken by the stockholders of the Company must be effected at
a duly called annual or special meeting of stockholders of the Company or by
unanimous consent in writing, as provided by the New York Business Corporation
Law; and

(b)          special meetings
of stockholders of the Company may be called only by (i) the Chairman of the
Board (the Chairman) or (ii) the Secretary of the company (the Secretary)
within 10 calendar days after receipt of the written request of a majority of
the total number of Directors which the Company would have if there were no
vacancies (the Whole Board), or as required pursuant to relevant provisions
of the New York Business Corporation Law.

At
any annual meeting or special meeting of stockholders of the Company, only such
business will be conducted or considered as has been brought before such
meeting in the manner provided in the Bylaws of the Company. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, in
order to repeal, adopt, or amend any provision of this Article Eighth requires
the affirmative vote of at least 75% of the votes of the shares at the time
entitled to vote in the election of any Directors, voting together as a single
class.

NINTH:
Section 1. Number, Election, and Terms of Directors. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, the number of the Directors of the Company may be increased or
decreased from time to time in the manner described in the Bylaws of the
Company, but shall never be less than three nor more than twelve. The
Directors, other than those who may be elected by the holders of any series of
Preferred Stock, will be classified with respect to the time for which they
severally hold office into three classes, as nearly equal in number as
possible, designated Class 1, Class 2, and Class 3. The Directors first
Appointed to Class 1 will hold office for a term expiring at the annual meeting
of stockholders to be held in 1999; the Directors first appointed to Class 2
will hold office for a term expiring at the annual meeting of stockholders to
be held in 2000; and the Directors first appointed to Class 3 will hold office
for a term expiring at the annual meeting of stockholders to be held in 2001,
with the members of each class to hold office until their successors are
elected and qualified. At each succeeding annual meeting of the stockholders of
the Company, the successors of the class of Directors whose terms expire at
that meeting will be elected by a plurality vote of all votes cast at such
meeting to hold office for a term expiring at the end of the period designated
for that class in which the director shall be elected. Election of Directors of
the Company need not be by written ballot unless requested by the Chairman or
by the holders of a majority of the Voting Stock present in person or represented
by proxy at a meeting of the stockholders at which Directors are to be elected.

Section
2. Nomination of Director. Advance notice of stockholder nominations for
the election of Directors must be nominated in the manner provided in the
Bylaws of the Company.

Section
3. Creation of New Directors. The Board of Directors may create new
Directorships from time to time at their discretion, without additional
stockholder approval.

Section
4. Newly Created Directorships and Vacancies. Subject to the rights, if
any, of the holders of any series of Preferred Stock to elect additional
Directors under circumstances specified in a Preferred Stock Designation, newly
created directorships resulting from any increase in the number of Directors
and any vacancies on the Board resulting from death, resignation,
disqualification, removal, or other cause will be filled solely by the
affirmative vote of a majority of the remaining Directors then in office, even
though less than a quorum of the Board, or by a sole remaining Director. Any
Director elected in accordance with the preceding sentence will hold office for
the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until such Directors
successor has been duly elected and qualified. No decrease in the number of
Directors constituting the Board may shorten the term of any incumbent
Director.

Section
5. Removal. Subject to the rights, if any, of the holders of any series of
Preferred Stock to elect additional Directors under circumstances specified

in a Preferred
Stock Designation, any Director may be removed from office by the stockholders
only for cause and only in the manner provided in this Section 5. At any annual
meeting or special meeting of the stockholders, the notice of which states that
the removal of a Director or Directors is among the purposes of the meeting,
the affirmative vote of at least 75% of the votes of the shares at the time
entitled to vote in the election of any Directors, voting together as a single
class, may remove such Director or Directors for cause. Except as may be
provided by applicable law, cause for removal will be deemed to exist only if
the Director whose removal is proposed has been adjudged by a court of
competent jurisdiction to be liable to the Company or its stockholders for
misconduct as a result of (a) a breach of such Directors duty of loyalty to
the Company, (b) any act or omission by such Director not in good faith or
which involves a knowing violation of law, or (c) any transaction from which
such Director derived an improper personal benefit, and such adjudication is no
longer subject to direct appeal.

Section
6. Amendment, Repeal, Etc. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of at least
75% of the votes of the shares at the time entitled to vote in the election of
any Directors, voting together as a single class, is required to amend, adopt,
or repeal any provision inconsistent with, this Article Ninth.

TENTH:
Notwithstanding anything contained in this Certificate of Incorporation or the
Bylaws of the Company to the contrary, the Company shall engage in any business
combinations with interested stockholders only in accordance with the relevant
provisions of the New York Business Corporation Law.

ELEVENTH:
To the fullest extent permitted by the New York Business Corporation Law or any
other applicable law currently or hereafter in effect, no Director of the
Company will be personally liable to the Company or its stockholders for or
with respect to any acts or omissions in the performance of his or her duties
as a Director of the Company. Any repeal or modification of this Article will
not adversely affect any right or protection of a Director of the Company
existing prior to such repeal or modification.

Section
1. Amendment, Repeal, Etc. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of at least
75% of the votes of the shares at the time entitled to vote in the election of
any Directors, voting together as a single class, is required to amend, adopt,
or repeal any provision inconsistent with, this Article Eleventh.

TWELFTH:
Each person who is or was or had agreed to become a Director or officer of the
Company, and each such person who is or was serving or who had agreed to serve
at the request of the Board or an officer of the Company as an employee or
agent of the Company or as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other entity, whether for
profit or not for profit (including the heirs, executors, administrators, or
estate of such person), will be indemnified by the Company to the full extent
permitted by the New York Business

Corporation
Law or any other applicable law as currently or hereafter in effect. The right
of indemnification provided in this Article Twelfth will not be exclusive of
any other rights to which any person seeking indemnification may otherwise be
entitled, including without limitation pursuant to any contract approved a
majority of the whole Board (whether or not the Directors approving such
contract are or are to be parties to such contract or similar contracts), and
(b) will be applicable to matters otherwise was its scope whether or not such
matters arose or arise before or after the adoption of this Article Twelfth.
Without limiting the generality or the effect of the foregoing, the company may
adopt Bylaws, or enter into one or more agreements with any person, which
provide for indemnification greater or different than that provided in this
Article Twelfth or the New York Business Corporation Law in effect from time to
time. Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, the amendment or repeal of, or adoption of any provisions
inconsistent with, this Article Twelfth requires the affirmative vote of at
least 75% of the votes of the shares at the time entitled to vote in the
election of any Directors, voting together as a single class. Any amendment or
repeal of, or adoption of any provision inconsistent with, this Article Twelfth
will not adversely affect any right or protection existing hereunder prior to
such amendment, repeal, or adoption.

IN
WITNESS WHEREOF, the undersigned has executed and signed this Certificate of
Incorporation this third day of February, 1999.

Scott M.
 Dubowsky, Esq.IncorporatorEpstein
 Becker & Green, P.C.250 Park
 AvenueNew York,
 New York 10177