Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                          LOUNSBERRY HOLDINGS III, INC.

        (Pursuant to Section 102 of the Delaware General Corporation Law)

      1. The name of the  corporation  is  LOUNSBERRY  HOLDINGS  III,  INC. (the
"Corporation").

      2. The address of its  registered  office in the State of Delaware is 2711
Centerville Road, Suite 400,  Wilmington,  Delaware 19808, County of New Castle.
The name of its  registered  agent at such  address is the  Corporation  Service
Company.

      3. The nature of the  business or purposes to be  conducted or promoted is
to engage in any lawful act or activity for which  corporations may be organized
under the General Corporation Law of Delaware (the "DGCL").

      4. The Corporation is to have perpetual existence.

      5. The total number of shares of capital stock which the Corporation shall
have  authority  to issue is: One Hundred  Million  (100,000,000).  These shares
shall be divided into two classes with  90,000,000  shares  designated as common
stock at $.0001 par value (the "Common Stock") and 10,000,000  shares designated
as preferred stock at $.0001 par value (the "Preferred Stock").

The Preferred Stock of the Corporation shall be issued by the Board of Directors
of the Corporation in one or more classes or one or more series within any class
and such classes or series shall have such voting powers, full or limited, or no
voting powers, and such designations,  preferences,  limitations or restrictions
as the Board of Directors of the Corporation may determine, from time to time.

Holders of shares of Common  Stock  shall be  entitled to cast one vote for each
share  held at all  stockholders'  meetings  for  all  purposes,  including  the
election of directors. The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class shall be entitled as a matter of right
to subscribe for or purchase or receive any part of any new or additional  issue
of shares of stock of any class,  or of  securities  convertible  into shares of
stock of any class,  whether  now  hereafter  authorized  or whether  issued for
money, for consideration other than money, or by way of dividend.

      6. The Board of Directors  shall have the power to adopt,  amend or repeal
the by-laws of the Corporation.


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      7. No  director  shall be  personally  liable  to the  Corporation  or its
stockholders  for  monetary  damages  for any breach of  fiduciary  duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the  extent  provided  by  applicable  law,  (i) for  breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit. If
the DGCL hereafter is amended to authorize the further elimination or limitation
of  the  liability  of  directors,  then  the  liability  of a  director  of the
Corporation,  in  addition to the  limitation  on  personal  liability  provided
herein, shall be limited to the fullest extent permitted by the amended DGCL. No
amendment  to or repeal of this  Article 7 shall  apply to or have any effect on
the  liability or alleged  liability of any director of the  Corporation  for or
with respect to any acts or omissions of such director  occurring  prior to such
amendment.

      8. The Corporation  shall  indemnify,  to the fullest extent  permitted by
Section  145 of the DGCL,  as amended  from time to time,  each person that such
section grants the Corporation the power to indemnify.

      9. The name and mailing address of the incorporator is Michael F. Nertney,
c/o Feldman Weinstein LLP, 420 Lexington Avenue,  Suite 2620, New York, New York
10170.

      IN WITNESS WHEREOF, the undersigned,  being the incorporator  hereinbefore
named, has executed,  signed and acknowledged  this certificate of incorporation
this 10th day of February, 2005.


/S/ Michael F. Nertney
----------------------
Michael F. Nertney
Incorporator