Attached files

                                                                   Exhibit 3.1


CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION, AS AMENDED,
OF VITAL PRODUCTS, INC.


Vital Products, Inc. filed a Certificate of Incorporation with the Secretary of
State of Delaware on May 27, 2005, a Certificate of Designation on
April 20, 2009, and a Certificate of Amendment to the Certificate of
Incorporation on May 27, 2009.  Following is an Amendment to the Certificate
of Incorporation:

It is hereby certified that:

1.  The name of the corporation (the "Corporation") is Vital Products, Inc.

2.  The Certificate of Incorporation is hereby amended by replacing Article
    FOURTH to read:

        "FOURTH:  The total number of shares of stock which the corporation
        shall have authority is issue is:  one hundred and one million
        (101,000,000) shares, consisting of a class of one hundred million
        (100,000,000) shares of Common Stock, par value $0.0001 per share
        and a class of one million (1,000,000) shares of Preferred Stock,
        par value $0.01 per share.

        The Preferred Stock authorized by this Certificate of Incorporation
        shall be issued in series.

        The Board of Directors is authorized at any time, and from time to
        time, to provide for the issuance of shares of Preferred Stock in
        one or more series.  The Board of Directors shall have the authority
        to determine the number of shares that will comprise each series.
        For each series, the Board of Directors shall determine, by
        resolution or resolutions adopted prior to the issuance of any
        shares thereof, the designations, powers, preferences, limitations
        and relative or other rights thereof, including but not limited to
        the following relative rights and preferences, as to which there
        may be variations among different series:

        (a)  The rate and manner of payment of dividends, if any;

        (b)  Whether shares may be redeemed and, if so, the redemption
             price and the terms and conditions of redemption;

        (c)  The amount payable for shares in the event of liquidation,
             dissolution or other winding up of the Corporation;

        (d)  Sinking fund provisions, if any, for the redemption or purchase
             of shares;

        (e)  The terms and conditions, if any, on which shares may be converted
             or exchanged;

        (f)  Voting rights, if any; and

        (g)  Any other rights and preferences of such shares, to the full
             extent now or hereafter permitted by the General Corporation Law
             of the State of Delaware.



        Upon the Certificate of Amendment to the Certificate of Incorporation
        becoming effective pursuant to the General Corporation Law of the State
        of Delaware (the "Effective Date"), every one thousand issued and
        outstanding shares of the Corporation will be combined into and
        automatically become one outstanding share of Common Stock of the
        Corporation and the authorized shares of the Corporation shall remain
        as set forth in this Certificate of Incorporation.

        No fractional share shall be issued in connection with the foregoing
        stock split; all shares of Common Stock so split that are held by a
        stockholder will be aggregated subsequent to the foregoing split and
        each fractional share resulting from such aggregation of each series
        held by a stockholder will be rounded to the nearest whole share.
        Shares of Common Stock that were outstanding prior to the Effective
        Date and that are not outstanding after the Effective Date shall
        resume the status of authorized but unissued shares of Common Stock."

3.  Pursuant to a resolution of its Board of Directors, a written consent of a
    majority of stockholders was obtained in accordance with Delaware General
    Corporation Law pursuant to which a total of 120,000,155 votes,
    constituting 55.70% of the total votes entitled to be cast on the action
    were voted in favor of the Amendment.

4.  This Certificate of Amendment of the Certificate of Incorporation was duly
    adopted in accordance with the provisions of Section 242 of the General
    Corporation Law of the State of Delaware.

5.  In accordance with Section 103(d) of the General Corporation Law of the
    State of Delaware, this Certificate of Amendment shall be effective on
    August 9, 2010.


Signed this 30th day of July, 2010.

VITAL PRODUCTS, INC.



/s/ Michael Levine
------------------
Michael Levine
President, Chief Executive Officer and Chairman of the Board