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EX-3.1 - CERTIFICATE OF AMENDMENT DATED FEBRUARY 24, 2012 - Vital Products, Inc.vital8k_split02242012ex31.txt

                           Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported)     February 24, 2012

                              VITAL PRODUCTS, INC.
            (Exact name of registrant as specified in its charter)

             Delaware                 333-127915               98-0464272
(State or other jurisdiction       (Commission             (IRS Employer
         of incorporation)             File Number)         Identification No.)

             245 Drumlin Circle, Concord, Ontario, Canada        L4K 3E4
                  (Address of principal executive offices)     (Zip Code)

      Registrant's telephone number, including area code   (905) 738-5216

                                    Not Applicable.
          (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

On January 26, 2012, pursuant to stockholder consent, our Board of Directors
authorized an amendment (the "Amendment")to our Certificate of Incorporation,
as amended, to affect a reverse stock split of the issued and outstanding
shares of our common stock, par value $0.0001, on a 1 for 1,000 basis
(the "Reverse Stock Split").  We filed the Amendment with the Delaware
Secretary of State on February 24, 2012 with an effective date of
March 2, 2012.  On March 1, 2012 the Financial Industry Regulatory
Authority, Inc. notified us that the Reverse Stock Split would take effect
on March 5, 2012(the "Effective Date").

On the Effective Date, each holder of common stock will receive 1 share of
our common stock for each 1,000 shares of our common stock they own immediately
prior to the Reverse Stock Split. We will not issue fractional shares in
connection with the Reverse Stock Split.  Fractional shares will be rounded
up to the nearest whole share.

A copy of the Amendment is attached to this current report as Exhibit 3.1 incorporated herein by reference. This report contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks and uncertainties as may be detailed from time to time in our public announcements and filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law. Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to the Certificate of Incorporation, As Amended, dated February 24, 2012 (filed herewith). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Vital Products, Inc. ------------------------ (Registrant) Date March 2, 2012 By: /s/ Michael Levine ------------------------ (Signature) Name: Michael Levine Title: Chief Executive Officer