Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

      FIRST: The name of this Corporation shall be: LEVIN TEXTILES INTERNATIONAL
INC.

      SECOND: Its registered offices in the State of Delaware is to be located
at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New
Castle and its registered agent at such address is THE COMPANY CORPORATION.

      THIRD: The purpose or purposes of the corporation shall be:

          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 of stock which this corporation is
authorized to issue is: 100,000,000 shares of common stock with a par value of
($.001), and 5,000 shares of preferred stock with a par value of ($.001).

      The powers, preferences and rights and the qualifications, limitations or
restrictions thereof shall be determined by the board of directors.

      FIFTH: The name and address of the incorporator is as follows:
                 Angela Norton
                 2711 Centerville Road
                 Suite 400
                 Wilmington, Delaware 19808

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

      SEVENTH: 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. Nothwithstanding 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 Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Seventh
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.

      IN WITNESS WHEREOF, the undersigned, being the incorporator herein before
named, has executed signed and acknowledged this certificate of incorporation
this 7th day of July, 2004.

                                              /s/ ANGELA NORTON
                                              ----------------------------------
                                              Name:  Angela Norton
                                              Incorporator