<Page>
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
PRO ELITE, INC.
---------
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of the New Jersey Business Corporation
Act, the undersigned, being a natural person of at least 18 years of age end
acting as the incorporator of the corporation hereby being organized thereunder,
certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is PRO ELITE, INC.
SECOND: The corporation is organized to engage in any activity
within the purposes for which corporations may be organized under the New Jersey
Business Corporation Act, and, in addition and without limiting the generality
of the foregoing, for the following purpose or purposes:
To engage in the business of licensing products.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export,
license as licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign contracts in
respect of, acquire, receive, grant, and assign licensing arrangements,
options, franchises, and other rights in respect o(pound), and generally
deal in and with, at wholesale and retail, as principal, and as sales,
business, special, or general agent, representative, broker, factor,
merchant, distributor, jobber, advisor, and in any other lawful capacity,
goods, wares, and merchandise, commodities, and unimproved, improved,
finished, processed, and other real, personal, and mixed property of any
and all kinds, together with the components, resultants, and by-products
thereof; to acquire by purchase or otherwise own, hold, lease, mortgage,
sell, or otherwise dispose of, erect, construct, make, alter, enlarge,
improve, and to aid or subscribe toward the construction, acquisition or
improvement of any factories, shops, storehouses, buildings, and
commercial and retail establishments of every character, including all
equipment, fixtures, machinery,
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[0100511217]
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[0100511217]
implements and supplies necessary, or incidental to, or connected with,
any of the purposes or business of the corporation; and generally to
perform any and all acts connected therewith or arising therefrom or
incidental thereto, and all acts proper or necessary for the purpose of
the business.
To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease,
purchase, or otherwise acquire, and to own, use, hold, sell, convey,
exchange, lease, mortgage, work, clear, improve, develop, divide, and
otherwise handle, manage, operate, deal in and dispose of real estate,
real property, lands, multiple-dwelling structures, houses, buildings and
other works and any interest or right therein; to take, lease, purchase or
otherwise acquire, and to own, use, hold, sell, convey, exchange, hire,
lease, pledge, mortgage, and otherwise handle, and deal in and dispose of,
as principal, agent, broker, and in any lawful capacity, such personal
property, chattels, chattels real, rights, easements, privileges, choses
in action, notes, bonds, mortgages, and securities as may lawfully be
acquired, held, or disposed of'; and to acquire, purchase, sell, assign,
transfer, dispose of, and generally deal in and with, as principal, agent,
broker, and in any lawful capacity, mortgages and other interests in real,
personal, and mixed properties; to carry on a general construction,
contracting, building, and realty management business as principal, agent,
representative, contractor, subcontractor, and in any other lawful
capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and to introduce, sell, assign, mortgage, pledge or
otherwise dispose of, and, in any manner deal with and contract with
reference to:
(a) inventions, devices, formulae, processes and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade symbols,
and other indications of origin and ownership granted by or
recognized under the laws of the United States of America or of any
state or subdivision thereof, or of any foreign country or
subdivision thereof, and all rights connected therewith or
appertaining thereunto;
(c) franchises, licenses, grants, and concessions.
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[0100511217]
To have all of the powers conferred upon corporations
organized under the New Jersey Business Corporation Act.
THIRD: The aggregate number of shares which the corporation shall
have authority to issue is two hundred, all of which are without par
value, and all of which are of the same class.
FOURTH: The address of the initial registered office of the
corporation within the State of New Jersey is c/o The Prentice-Hall
Corporation System, New Jersey, Inc., 150 West State Street, Trenton, New
Jersey 08608; and the name of the initial registered agent at such address
is The Prentice-Hall Corporation System, New Jersey, Inc.,
FIFTH: The number of directors constituting the first Board of
Directors of the corporation is two; and the name and the address of the
persons who are to serve as the first directors of the corporation are as
follows:
NAME ADDRESS
---- -------
Robert Polsky 759 Spinnaker Court
Secaucus, NJ 07094
Michael Poisky 759 Spinnaker Court
Secaucus, NJ 07094
SIXTH: The name and the address of the incorporator are as follows:
NAME ADDRESS
---- -------
Anna Shvab 15 Columbus Circle
New York, New York 10023-7773
SEVENTH: For the management of the business and for the conduct of
the affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of
its shareholders or any class thereof, as the case may be, it is further
provided:
1. The management of the business and the conduct of the
affairs of the corporation, including the election of the Chairman
of the Board of Directors, if any, the President, the Treasurer, the
Secretary, and other principal officers of the corporation, shall be
vested in its Board of Directors.
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[0100511217]
2. The Board of Directors shall have the power to remove
directors for cause and to suspend directors pending a final
determination that cause exists for removal.
3. The corporation shall, to the fullest extent permitted by
Section 14A:3-5 of the New Jersey Business Corporation Act, as the
same may be amended and supplemented, indemnify any and all
corporate agents whom it shall have power to indemnify under said
sections 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 those indemnified may be entitled under
any By-Law, agreement, vote of shareholders, or otherwise, and shall
continue as to a person who has ceased to be a corporate agent and
shall inure to the benefit of the heirs, executors, administrators,
and personal representatives of such a corporate agent The term -I
corporate agent" as used herein shall have the meaning attributed to
it by Sections 14A:3-5 and 14A:5-21 of the New Jersey Business
Corporation Act and by any other applicable provision of law.
4. The personal liability of the directors of the corporation
is hereby eliminated to the fullest extent permitted by subsection
14A:2-7 of the New Jersey Business Corporation Act, as the same may
be amended and supplemented.
EIGHTH: The shareholders shall not have preemptive rights.
NINTH: The duration of the corporation is to be perpetual.
Signed on March 6, 1992
/s/ Anna Shvab
--------------------------------
Anna Shvab, Incorporator
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F I L E D:
Secretary of State of the State of New Jersey AUG 25 1993
DANIEL J. DALTON
Seoretaty of State
CERTIFICATE OF AMENDMENT TO THE CERTIFICATION OF INCORPORATION
OF PRO ELITE. INC.
"Federal Employer Identification No." 22-316-18-66
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
1. The name of the corporation is Pro Elite, Inc.
2. The following amendments to the Certificate of Incorporation were approved
by the directors and thereafter duly adopted by the shareholders of the
corporation on the Second day of August, 1993:
Resolved that Article First of the Certificate of Incorporation be amended
to read as follows:
The name of the corporation is Pro Elite Inc.
Resolved that Article Third of the Certificate of Incorporation be amended
to read as follows:
The aggregate number of shares which the corporation shall have authority
to issue is Twenty Million (20,000,000). all of which are with a par value
of $.0001, and all of which are of the same class.
3. The number of shares outstanding at the time of the adoption of the
amendment was 167. The total number of shares entitled to vote thereon was
167.
4. The number of shares voting for and against such amendment is as follows:
<Table>
<Caption>
Number of Shares Voting for Amendment Number of Shares Voting Against Amendment
------------------------------------- -----------------------------------------
167 0
</Table>
Dated August 2, 1993
Pro Elite, Inc.
By: /s/ Robert Polsky
----------------------------
Robert Polsky, President
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Department of Treasury
Division of Revenue
PO Box 302
Trenton, New Jersey 08625-0302
(609) 530-6400
APPLICATION FOR REINSTATEMENT
DIRECTIONS: TYPE ALL INFORMATION EXCEPT SIGNATURES.
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Corporation /X/ Non Profit / / Limited / / Limited Liability / / Limited Liability / /
14A:4-5 Corporation Partnership Company Partnership
15A:5 42:2A (LP) 42:2B (LLC) 42 (LLP)
BUSINESS NAME: PRO ELITE INC.
BUSINESS IDENTIFICATION NUMBER: 0100511217 STATE OF INCORPORATION/REGISTRATION: NJ
DATE OF INCORPORATION/REGISTRATION: 03/09/1992 REVOCATION DATE: 09/09/1995
</Table>
I HEREBY CERTIFY THAT PAYMENT HAS BEEN MADE OF ALL ANNUAL REPORT FEES AND
FINES DUE TO THE TREASURER.
<Table>
- -------------------------------------------------------------------------------------------------------
C Agent Name
O Mark A. Feinberg, CPA
R -------------------------------------------------------------------------------------------------
P Agent Address
O 15-01 Broadway Suite 10-E, Fair Lawn, NJ 07410
R -------------------------------------------------------------------------------------------------
A Name
T Michael Polsky
I -------------------------------------------------------------------------------------------------
O Signature (MUST BE CHAIRMAN OF THE BOARD, PRESIDENT OR VICE PRESIDENT)
N
S /s/ Michael Polsky President Date: 7/7/99
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Agent Name
-------------------------------------------------------------------------------------------------
LP/ Agent Address
-------------------------------------------------------------------------------------------------
LLC/ Name (MUST BE GENERAL PARTNER OR AUTHORIZED REPRESENTATIVE)
-------------------------------------------------------------------------------------------------
LLP Name (MUST BE GENERAL PARTNER OR AUTHORIZED REPRESENTATIVE)
-------------------------------------------------------------------------------------------------
Signature Date Signature Date
- -------------------------------------------------------------------------------------------------------
FORM MUST BE SIGNED WITH TITLE AND DATE PROVIDED.
- -------------------------------------------------------------------------------------------------------
MAIL TO: State of New Jersey REMIT $270.00 FOR OFFICIAL USE ONLY
Division of Revenue FILED
P.O. Box 302
Trenton, N.J. 08625-0302 JUL 8 1999
- --------------------------------------------------------
IMPORTANT NOTICE James A. DiEleuterio, Jr.
State Treasurer
Failure to notify the Treasurer of a change in the registered
agent name or registered office address will result in the penalty
set forth by law.
- -------------------------------------------------------------------------------------------------------
</Table>
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MEMORANDUM
INTER-DEPARTMENTAL COMMUNICATION NJ DEPARTMENT OF THE TREASURY
================================================================================
TO: THE HONORABLE JAMES A. DIELEUTERIO, JR
TREASURER, STATE OF NEW JERSEY
FROM: ROBERT K.THOMPSON, DIRECTOR
BY: LORA POLAK, AUDITOR
ANDREW PANTELIDES, SUPERVISOR OFFICE AUDIT SERVICE
PHONE # 984-6594
SUBJECT: CERTIFICATION FOR REINSTATEMENT DATE: JULY 7, 1999
IN THE MATTER OF:
PETITIONING CORPORATION: PRO ELITE INC.
CORPORATION SERIAL NUMBER: 0100-5112-17
FEDERAL IDENTIFICATION: 223-181-688/000
DATE OF VOIDANCE: SEPTEMBER 9,1995
DATE OF REINSTATEMENT:
CERTIFICATION:
AS OF THE ABOVE DATE OF THIS MEMORANDUM. THE TAX RETURNS
REQUIRED TO BE FILED WITH THE DIVISION OF TAXATION BY THE
PETITIONER PURSUANT TO TITLE 64 AND 64A OF THE REVISED
STATUTES OF NEW JERSEY HAVE BEEN FILED AND THE TAXES REPORTED
TO BE DUE THEREON HAVE BEEN PAID.
CERTIFICATION NOT VALID AFTER: OCTOBER 7, 1999
IF THE CORPORATION'S CHARTER IS NOT REINSTATED WITHIN NINETY
(90) DAY PERIOD, THE CORPORATION MUST THEN REAPPLY TO THE
DIVISION OF TAXATION IN ORDER THAT A NEW CERTIFICATION BE
ISSUED.
==================================
FAX TO: TERRI
FAX PH#: 609 530-4989
MESSAGE: PLEASE EXPEDITE
==================================
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STATE OF NEW JERSEY
DEPARTMENT OF TREASURY
FILING CERTIFICATION (CERTIFIED COPY)
PRO ELITE INC.
I, THE TREASURER OF THE STATE OF NEW JERSEY, DO HEREBY CERTIFY, THAT
THE ABOVE NAMED BUSINESS DID FILE AND RECORD IN THIS DEPARTMENT THE BELOW
LISTED DOCUMENT(S) AND THAT THE FOREGOING IS A TRUE COPY OF THE CERTIFICATE OF
INCORPORATION NAME CHANGE AND REINSTATEMENT AS THE SAME IS TAKEN FROM AND
COMPARED WITH THE ORIGINAL(S) FILED IN THIS OFFICE ON THE DATE SET FORTH ON EACH
INSTRUMENT AND NOW REMAINING ON FILE AND OF RECORD IN MY OFFICE.
IN TESTIMONY WHEREOF, I HAVE
HEREUNTO SET MY HAND AND AFFIXED
MY OFFICIAL SEAL AT TRENTON,
THIS 26TH DAY OF DECEMBER, 2000
[SEAL]
/s/ ROLAND M MACHOLD
--------------------
ROLAND M MACHOLD
TREASURER
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STATE OF NEW JERSEY
DEPARTMENT OF TREASURY
FILING CERTIFICATION (CERTIFIED COPY)
PRO ELITE INC.
0100511217
I, THE TREASURER OF THE STATE OF NEW JERSEY, DO HEREBY CERTIFY, THAT
THE ABOVE NAMED BUSINESS DID FILE AND RECORD IN THIS DEPARTMENT A CERTIFICATE OF
AMENDMENT ON JANUARY 26TH, 2001 AND THAT THE ATTACHED IS A TRUE COPY OF THIS
DOCUMENT AS THE SAME IS TAKEN FROM AND COMPARED WITH THE ORIGINAL(S) FILED IN
THIS OFFICE AND NOW REMAINING ON FILE AND OF RECORD.
IN TESTIMONY WHEREOF, I HAVE
HEREUNTO SET MY HAND AND AFFIXED
MY OFFICIAL SEAL AT TRENTON,
THIS 29TH DAY OF JANUARY, 2000
[SEAL]
/s/ ROLAND M MACHOLD
--------------------
ROLAND M MACHOLD
TREASURER
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
PRO ELITE, INC.
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Sections 1.4A:9-2(4)and 14a:9-4(3) of the
New Jersey Business Corporation Act, the undersigned corporation executes the
following certificate of Amendment to its Certificate of Incorporation:
1. The name of the Corporation is Pro Elite, Inc.
2. The following amendment to the Certificate of Incorporation was approved by
the directors and thereafter duly adopted by the shareholders of the corporation
on the 27th day of December, 2000:
ARTICLE THIRD of the Certificate of Incorporation is hereby deleted in its
entirety and replaced with the following:
The total number of shares of Common Stock which the corporation
shall have authority to issue is fifty million (50,000,000) shares
at a par value of $.0001 per share. All such shares are of one class
and are shares of Common Stock.
The total number of shares of Preferred Stock which the corporation
shall have authority to issue is twenty million (20,000,000), par
value $.0001 per share and HAVING THE rights, preferences and
privileges as the Board of Directors shall determine from time to
time.
At the effective time of this amendment to the certificate of
incorporation, each six (6) shares of Common Stock outstanding as of
January 9, 2001 shall automatically be combined into one (1) share
of Common Stock. The fractional shares of Common Stock shall be
issued upon such combination effected by this amendment, but in lieu
thereof the Corporation shall round up the number of shares to be
issued to any holder of fractional share and issue one whole share
for each such fractional interest.
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3. The number of shares of common stock outstanding at the time of the adoption
of the amendment was: 2,984,128
The total number of shares entitled to vote thereon was: 3,518,118.
4. The number of shares voting for and against such amendment is as follows:
Number of Shares Number of Shares Voting
Voting For Amendment Against Amendment
- -------------------- -----------------------
1,886,360 shares none
By: /s/ Robert Polsky,
-----------------------------
Robert Polsky,
Chairman of the Board and
Chief Executive Officer
Dated this 27th day of
December, 2000:
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STATE OF NEW JERSEY
DEPARTMENT OF TREASURY
FILING CERTIFICATION (CERTIFIED COPY)
PRO ELITE INC.
0100511227
I, THE TREASURER OF THE STATE OF NEW JERSEY, DO HEREBY CERTIFY, THAT
THE ABOVE NAMED BUSINESS DID FILE AND RECORD IN THIS DEPARTMENT A CERTIFICATE OF
AMENDMENT ON FEBRUARY 1ST, 2001 AND THAT THE ATTACHED IS A TRUE COPY OF THIS
DOCUMENT AS THE SAME IS TAKEN FROM AND COMPARED WITH THE ORIGINAL(S) FILED IN
THIS OFFICE AND NOW REMAINING ON FILE AND OF RECORD.
IN TESTIMONY WHEREOF, I HAVE
HEREUNTO SET MY HAND AND AFFIXED
MY OFFICIAL SEAL AT TRENTON,
THIS 5TH DAY OF FEBRUARY, 2007
[SEAL]
/s/ PETER R LAWRANCE
--------------------
PETER R LAWRANCE
TREASURER
================================================================================
<Page>
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
PRO ELITE, INC.
Pursuant to the provisions of Section 19A: 7-2(2), corporations,
General, of the New Jersey Statutes, the undersigned corporation executes the
following certificate of amendment to its certificate of incorporation:
1. The name of the corporation is Pro Elite, Inc.
2. The following amendment to the certificate of incorporation was
approved by the board of directors on the 30th day of January, 2001:
RESOLVED, that, pursuant to the authority granted to and vested in
the board of directors of the Corporation in, accordance with the
provisions of the Corporation's Certificate of Incorporation, as
amended, the board of directors hereby amends the Certificate of
Incorporation to designate one series of Preferred Stock, par value
$0.0001 per share (the "Preferred Stock"), of the Corporation and
hereby states the designation and number of shares, and fixes the
relative rights, preferences, and limitations thereof as follows:
1. DESIGNATION AND AMOUNT. The shares of Preferred Stock
shall be designated as 12,000,000 shares of Series A
Convertible Preferred Stock (the "Series A Preferred
Stock");
2. VOTING RIGHTS. Except as otherwise set forth in these
resolutions with respect to the Series A Preferred
Stock, or as otherwise required by law, holders of each
share of Series A Preferred Stock shall be entitled to
vote together with the holders of shares of common stock
as a single class on all matters submitted for a vote of
stockholders and shall be entitled to notice of all
stockholders' meetings and to act by written consent in
the same manner as the holders of the common stock.
Each holder of Series A Preferred Stock
shall be entitled to cast ten votes for each share of
Series A
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Preferred Stock held by such holder at any meeting of
stockholders of the Corporation or in taking action by
written consent of the stockholders in accordance with
the Corporation's By-laws or the New Jersey Business
Corporation Act.
So long as any shares of Series A Preferred
Stock are outstanding, the Company shall not, without
the affirmative vote of the holders of a majority of all
outstanding shares of Series A Preferred Stock, voting
separately as a class; (i) amend, alter or repeal any
provision of the Certificate of Incorporation, as
amended, or the By-laws of the Company in any way which
would impair the rights of the holders of Series A
Preferred Stock, (ii) authorize, or increase the
authorized amount of, any additional class or series of
stock, or issue any shares of stock, having rights or
preferences superior to those of the Series A Preferred
Stock or (iii) effect any reclassification of the Series
A Preferred Stock.
3. DIVIDEND RIGHTS. The holders of Series A Preferred
Stock shall be entitled to receive when, as and if
declared by the board of directors, out of funds legally
available for the payment of dividends, cumulative
dividends in an amount per share equal to ten times the
per share amount of any dividend declared on the
Corporation's common stock, which dividend shall be
payable in arrears with respect to any shares of Series
A Preferred Stock on the date of conversion of such
shares into common stock of the Corporation in
accordance with paragraph 5 hereof.
4. LIQUIDATION RIGHTS. In the event of any liquidation,
dissolution or winding up of the Corporation, either
voluntary or involuntary, holders of Series A Preferred
Stock shall be entitled to receive out of the assets of
the Company available for distribution to stockholders,
as a liquidation preference, an amount per share equal
to the sum of (a) the original issue valuation of $0.16
per share and (b) an amount equal to any accrued and
unpaid dividends per share to the payment date, and no
more, before any payment or distribution is made to the
holders of the corporation's common stock, or any other
series or class of the Corporation's stock that ranks
junior as to liquidation rights to the Series A
Preferred Stock,
2
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If the assets and funds thus available for
distribution to the holders of the Series A Preferred
stock shall be insufficient to permit the payment to
such holders of the full preferential amount described
above, then the entire amount of assets and funds of the
Company legally available for distribution shall be
distributed ratably among the holders of the Series A
Preferred Stock based on the number of shares of Series
A Preferred Stock held by each such holder. After
payment in full of the liquidation preference on the
shares of Series A Preferred Stock, the holders of such
shares will not be entitled to any further participation
in any distribution of assets by the Corporation.
Neither a consolidation, merger or other
business combination of the Company with or into another
corporation or other entity nor a sale or transfer of
all or part of the Company's assets for cash, securities
or other property will be considered a liquidation,
dissolution or winding up of the Corporation.
5. CONVERSION RIGHTS. Each share of Series A Preferred
Stock shall be convertible, at the option of the holder
thereof, at any time and from time to time, into ten
fully paid and nonassessable shares of the Corporation's
common stock without the payment of any additional
consideration by the holder thereof opting to so
convert.
6. ADJUSTMENT OF CONVERSION RATIO. The number of shares
issuable upon conversion of the Series A Preferred stock
shall be adjusted in the event of a stock split, merger,
consolidation or reorganization the Corporation or its
common stock so that, in addition to ten shares of
common stock for each share of Series A Preferred Stock
so converted, the holder shall receive such additional
shares or other securities or property as the holder
would have been entitled to receive had it been, at the
record or effective date of such event, the holder of
the shares of common stock deliverable upon conversion.
; and it is further
RESOLVED, that the Certificate of incorporation of the corporation
be amended to effect the intent of the foregoing resolutions, and
the officers of: the Corporation be, and they are hereby, authorized
and directed, to file, with the
3
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Secretary of State of the state of New Jersey. a Certificate of
Amendment to the certificate of Incorporation, in substantially the
fore attached hereto as Exhibit D with such changes as they deem
necessary ox appropriate; and it is further
3. The foregoing resolution was adopted an said date by the board of
directors in accordance with the authority granted to the board by the
certificate of incorporation of the corporation.
4. The certificate of incorporation is hereby amended so that the
designation and number of shares of the class and series acted upon in the
aforesaid resolutions, and the relative rights, preferences and limitations of
each such class and series, are as stated in the resolution.
Dated this 30th day of January 2001.
PRO ELITE, INC.
8y: /s/ Robert Polsky
---------------------------
Robert Polsky, Chairman and
Chief Executive Officer
4