CERTIFICATE OF INCORPORATION

         FIRST:            The name of the corporation shall be: UNIVERSAL
                           FLIRTS CORP.


         SECOND: Its registered office in the State of Delaware is to be located
at 2771 Centerville Road, Suite 400, in the City of Wilmington, County of New
Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

         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: 110,000,000 of which 100,000,000 shares shall be Common
Stock with a par value of .001 and 10,000,000 shares shall be Preferred Stock
with a par value of $.001.

         FIFTH:            The name and address of the incorporator is as
                           follows:

                           Kimberly Fisher
                           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. 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 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.

Date:  May 25, 2004


                             /s/ Kimberly Fisher
                             -------------------------------------------
                             Name:  Kimberly Fisher
                             Incorporator