EXHIBIT
3.1





CERTIFICATE
of AMENDMENT of


CERTIFICATE
of INCORPORATION


OF


SHRINK
NANOTECHNOLOGIES, INC.





Shrink
Nanotechnologies, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware does hereby
certify:





FIRST:                      That,
by unanimous written consent in lieu of a meeting of the Board of Directors (the
“Board”) of Shrink
Nanotechnologies, Inc., (the “Corporation”) resolutions were
duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation,  (i) approving an increase to the
number of authorized shares which the Corporation is authorized to issue (the
“Capitalization
Increase”), and (ii) approving a forward stock split on a 3 for 1, 4 for
1 or 5 for 1 basis, as determined at the sole discretion of the Board (the
“Forward Split”), and,
declaring said amendments, as reflected in a single Amendment, to be advisable
and calling for consent of the stockholders of the Corporation for consideration
thereof.  The resolutions setting forth the proposed Amendment is
substantially as follows:





RESOLVED, that the Certificate
of Incorporation of the Corporation be amended by amending and restating the
first paragraph only of  Section 6.1 of Article 6 thereof relating to
the authorized shares of the Corporation, so that, as amended, said Section 6.1
of Article 6 shall be and read in its entirety, as follows:





“Article
6





CAPITAL
STOCK





6.1           Authorized Capital
Stock.  The aggregate number of shares which this Corporation
shall have authority to issue is 500,000,000 shares, with par value $0.001 per
share, consisting of (a) four hundred and seventy-five million 475,000,000
shares of common stock , par value $0.001 per share (the “Common Stock”), (b)
and 25,000,000 are shares of preferred stock, par value $0.001 per share (the
“Preferred
Stock”).  Issuable in one or more series as hereinafter
provided.  A description of the classes of shares and a statement of
the number of shares in each class and the relative rights, voting power, and
preferences granted to, and restrictions imposed upon, the shares of each class
are as follows:”





; and be
it further





RESOLVED, that the Amendment
shall further amend the Certificate of Incorporation by amending and restating
the first paragraph only of Section 6.3.1 of Article 6 of the Certificate of
Incorporation, increasing the number of shares of Series A Preferred Stock
authorized and outstanding in accordance with the Forward Split, so that, as
amended, said first paragraph of Section 6.3.1 of Article 6 shall be and read,
in its entirety as follows:





“6.3.1           Rights, Preferences,
Priviledges and Restrictions of Series A Preferred Stock.  The Series
A Prefered Stock (“Series A Preferred Stock”) of the Corporation is authorized
by its Certificate of Incorporation.  The rights, preferences,
privileges, and restrictions granted to and imposed upon the Series A Preferred
Stock, which shall consist of [twelve million (12,000,000)][sixteen million
(16,000,000)][twenty million (20,000,000)] shares are set forth
herein.  Subject to compliance with applicable protective voting
rights which have been or may be granted to any other preferred stock, or series
thereof in the Certificate of Incorporation (“Protective
Provisions”), but notwithstanding any other rights of any other preferred
stock or any series thereof, the rights, preferences, privileges and
restrictions of any such additional series may be subordinated to, pari passu with (including,
without limitation, inclusion in provisions with respect to dividend,
liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent), or senior to any of those of any present or future
class or series of Preferred Stock or Common Stock.  Subject to
compliance with applicable Protective Provisions, the Board of Directors is also
authorized to increase or decrease the number of shares of any series, prior or
subsequent to the issue of that series, but not below the number of shares of
such series then outstanding.  In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.”





; and it is further





RESOLVED, that the Amendment
shall further amend the Certificate of Incorporation by adding a Section 6.3.4
to Article 6 thereto, authorizing the Board, in its sole and absolute
discretion, to set and declare a Forward Split on a 3 for 1, 4 for 1, or 5 for
one basis, said Section 6.3.4  of Article 6 to be and read, in its
entirety, as follows:





“6.3.4                       Forward Stock
Split.  (a) Upon the date that this Certificate of Amendment to
the Certificate of Incorporation of the Corporation becomes effective in
accordance with the General Corporation Law of the State of Delaware (the “Effective Date”), each share
of outstanding Common Stock, par value $0.001 per share (for purposes of this
subsection 6.3.4(a) “Old Common
Stock”), of the Corporation issued and outstanding immediately prior to
the Effective Date shall be, without any action of the holder thereof,
automatically subdivided and reclassified as five (5) shares of Common
Stock, par value $0.001 per share (for purposes of this subsection 6.3.4(a), the
“New Common Stock”), of
the Corporation.  Each stock certificate that, immediately prior to
the Effective Date, represented shares of Old Common Stock shall, from and after
the Effective Date, automatically and without the necessity of presenting the
same for exchange, represent that number of whole shares of New Common Stock
into which the shares of Old Common Stock represented by such certificate shall
have been reclassified.  A letter of transmittal will provide the
means by which each holder of record of a certificate that represented shares of
Old Common Stock shall receive, upon surrender of such certificate, a new
certificate representing the number of whole shares of New Common Stock into
which the shares of Old Common Stock represented by such certificate shall have
been reclassified.





“6.3.4                       Forward Stock
Split.  (b) Upon the date that this Certificate of Amendment to
the Certificate of Incorporation of the Corporation becomes effective in
accordance with the General Corporation Law of the State of Delaware (the “Effective Date”),
each share of outstanding Series A Preferred Stock, par value $0.001 per
share (for purposes of this subsection 6.3.4(b) “Old Series A Preferred
Stock”), of the Corporation issued and outstanding immediately prior to
the Effective Date shall be, without any action of the holder thereof,
automatically subdivided and reclassified as five (5) shares of Common
Stock, par value $0.001 per share (for purposes of this subsection 6.3.4(b), the
“New Series A Preferred
Stock”), of the Corporation.  Each stock certificate that,
immediately prior to the Effective Date, represented shares of Old Series A
Preferred Stock shall, from and after the Effective Date, automatically and
without the necessity of presenting the same for exchange, represent that number
of whole shares of New Series A Preferred Stock into which the shares of Old
Series A Preferred Stock represented by such certificate shall have been
reclassified.  A letter of transmittal will provide the means by which
each holder of record of a certificate that represented shares of Old Series A
Preferred Stock shall receive, upon surrender of such certificate, a new
certificate representing the number of whole shares of New Series A Preferred
Stock into which the shares of Old Series A Preferred Stock represented by such
certificate shall have been reclassified.”








SECOND:                      That
thereafter, pursuant to resolution of its Board of Directors, written consent in
lieu of a special meeting of the Common Stock stockholders and Series A
Preferred Stock holders constituting each of the classes of the Corporation was
duly called and held upon notice in accordance with section 222 of the General
Corporation Law of the State of Delaware, pursuant to which, a majority of each
class of stockholder voted in favor of the Amendment.





THIRD:                      That
said amendment was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.





FOURTH:                      That
the capital of said corporation shall not be reduced under or by reason of said
amendment.








IN
WITNESS WHEREOF, the undersigned have executed this Certificate as of the 8th day
of April, 2010.








/s/Mark
L. Baum, Esq.


Mark L. Baum, Esq,


President and
CEO