EXHIBIT 3.1

                              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 an 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 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 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."


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
   February 19, 2010.


Signed this 17th day of February, 2010.

VITAL PRODUCTS, INC.


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