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8-K - VITAL 8K DATED FEBRUARY 24, 2012 - Vital Products, Inc.vital8k_split02242012.txt

									 EX 3.1

                                                        State of Delaware
                                                       Secretary of State
                                                    Division of Corporations
                                                  Delivered 10:02 AM 02/24/2012
                                                    FILED 09:58 AM 02/24/2012
                                                  SRV 120219001 - 3976941 FILE



CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF
INCORPORATION 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, a Certificate of Amendment to the Certificate of
Incorporation, as amended, on July 30, 2010 and a Certificate of Correction to
the Certificate of Incorporation, as amended, on August 20, 2010.  Following is
an amendment to the Certificate of Incorporation, as amended:

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 to issue is: one billion and one million
        (1,001,000,000)  shares, consisting  of a class of one billion
        (1,000,000,000) shares of Common Stock, par value of $0.0001 per
        share and a class of one million (1,000,000) shares of Preferred
        Stock, par value of $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 share
        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 314,300,155 votes, constituting
   52.7% 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
   March 2, 2012.

Signed this 24th day of February 2012.

VITAL PRODUCTS, INC.

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