EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                       NANO SUPERLATTICE TECHNOLOGY, INC.


     THE  UNDERSIGNED,  in order to form a corporation  for the purposes  herein
stated,  under and pursuant to the provisions of the General  Corporation Law of
the State of Delaware, hereby certifies as follows:

     FIRST: The name of the corporation is Nano  Superlattice  Technology,  Inc.
(hereinafter called the "Corporation").

     SECOND:  The registered  office of the  Corporation is to be located at 615
South DuPont Highway,  in the City of Dover, in the County of Kent, in the State
of Delaware 19901.  The name of its registered agent at that address is National
Corporate Research, Ltd.

     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of Delaware.

     FOURTH:  The total  number  of shares  which  the  Corporation  shall  have
authority to issue is 100 shares of common stock, par value $.01 per share.

     FIFTH: The name and mailing address of the incorporator is: Hope A. Wankel,
c/o Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154.

     SIXTH:  The election of directors  need not be by written ballot unless the
by-laws so provide.

     SEVENTH:  The Board of  Directors  of the  Corporation  is  authorized  and
empowered  from time to time in its discretion to make,  alter,  amend or repeal
by-laws of the Corporation, except as such power may be restricted or limited by
the General Corporation Law of the State of Delaware.

     EIGHTH:  Whenever a  compromise  or  arrangement  is proposed  between this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  or class of  creditors,
and/or of the stockholders or class of stockholders of this Corporation,  as the
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case may be, agree to any compromise or arrangement and to any reorganization of
the  Corporation  as  consequence of such  compromise or  arrangement,  the said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders  of  this  Corporation,  as the  case  may  be,  and  also  on this
Corporation.

     NINTH: The Corporation shall to the fullest extent permitted by Section 145
of the  General  Corporation  Law of the State of  Delaware,  as the same may be
amended and  supplemented,  indemnify any and all directors and officers when it
shall have the power to  indemnify  under said  Section from and against any and
all of the expenses,  liabilities or other matters  referred to in or covered by
said Section,  and the  indemnification  provided for herein shall not be deemed
exclusive  of any other  rights to which any  person may be  entitled  under any
by-law,  resolution  of  stockholders,  resolution  of  directors,  agreement or
otherwise,  as  permitted by said  Section,  as to actions of such person in any
capacity in which he or she served at the request of the Corporation.

     TENTH:  Anything  to the  contrary  in this  Certificate  of  Incorporation
notwithstanding,  no director shall be liable  personally to the  Corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  provided  however,  that nothing in this paragraph shall eliminate or
limit the liability of a director (i) for any breach of such  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) under  Section 174 of the  General  Corporation  Law of the State of
Delaware,  or (iv) for any  transaction  from  which  such  director  derived an
improper  personal  benefit.  The  modification  or repeal of this Article Tenth
shall not affect the restriction  hereunder of a director's  personal  liability
for any act or omission occurring prior to such modification or repeal.

     I, the undersigned, being the sole incorporator, for the purpose of forming
a corporation  under the laws of the State of Delaware do make,  file and record
this Certificate of  Incorporation,  do certify that the facts herein stated are
true,  and  accordingly,  have hereto set my hand and seal this 11th day of May,
2004.


                                     /s/ Hope A. Wankel
                                     -----------------------------
                                     Hope A. Wankel, Incorporator
                                     c/o Loeb & Loeb LLP
                                     345 Park Avenue
                                     New York, New York 10154

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