**Exhibit 3.1**

 

Certificate of Incorporation of Naturade, Inc.

As amended through May 15, 2003

 

**Textof Certificate of Incorporation as filed with the Delaware Secretary of Stateon February 19, 1986, and as amended on April 11, 1989, December 11, 1997,December 20, 2001 and May 15, 2003.**

 

1.  The name of the corporation is:

 

NATURADE, INC.

 

2.  The address of the registered office of thecorporation in the State of Delaware is:

 

11th FloorRodney Square

North 11th& Market Streets

Wilmington, DE19899

New CastleCounty

 

3.  The registered agent in charge thereof is:

 

CorporationGuarantee and Trust Company

 

4.  The purpose of the corporation is to engagein any lawful act or activity for which corporations may be organized under theGeneral Corporation Law of Delaware.

 

5.             a. Authorized Stock.  The corporation is authorized to issue twoclasses of stock to be designated, respectively, “Common Stock” and “PreferredStock.”  The total number of shares ofstock which the corporation is authorized to issue is 202,000,000 shares,150,000,000 of which shall be Common Stock with a par value of $.0001 pershare, 2,000,000 of which shall be Non-Voting Common Stock with a par value of$.0001 per share, and 50,000,000 of which shall be Preferred Stock with a parvalue of $.0001 per share.

 

b.  Preferred Stock. The Board ofDirectors of the Corporation is hereby expressly authorized to establish anddesignate one or more series of the Preferred Stock, to fix the number ofshares constituting each series, and to fix the designations and the powers,preferences, qualifications, limitations, restrictions and dividend,conversion, redemption, distribution, liquidation, special voting and otherrights of the shares of each series and the variations of the relative powers,rights, preferences, qualifications, limitations and restrictions as betweenseries, and to increase and to decrease (but not below the number of shares ofsuch series then outstanding) the number of shares constituting each suchseries. Such determinations may be fixed by a resolution or resolutions adoptedby the Board of Directors.

 

6.  The Board of Directors is authorized andempowered to make, alter, amend and rescind the By-Laws of the corporation, butBy-Laws made by the Board may be altered or repealed, and new By-Laws made, bythe stockholders.

 

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7.  The corporation shall, to the fullest extentpermitted by Section 145 of the General Corporation Law of the State ofDelaware, as the same may be amended and supplemented, power to indemnify undersaid section from and against any and all of the expenses, liabilities or othermatters referred to in or covered by said section, and the indemnificationprovided for herein shall not be deemed exclusive of any other rights to whichthose indemnified may be entitled under any Bylaw, agreement, vote ofstockholders or disinterested Directors or otherwise, both as to action in hisofficial capacity and as to action in another capacity while holding suchoffice, and shall continue as to a person who has ceased to be director,officer, employee or agent and shall inure to the benefit of the heirs,executors and administrators of such a person.

 

8.  Election of directors need not be by writtenballot unless so provided in the By-Laws of the corporation.

 

9.  Except as otherwise required by statute, thebooks and records of the corporation may be kept outside of the State ofDelaware, at such place or places as provided in the By-Laws of the corporationor from time to time designated by the Board of Directors.

 

10.  The name and address of the incorporator isas follows:

 
| **Name**                |   | **Address**                                         |
|-------------------------|--------|-----------------------------------------------------|
| R.W.  Worthington, |   | 105  N.  Watts Street, Philadelphia, PA  19107 |

 

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