EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                              LIPID SCIENCES, INC.

     FIRST.  The name of the corporation is Lipid Sciences, Inc.

     SECOND.  The address of the registered office of the corporation in the
State of Delaware is 2711 Centerville Road, Ste. 400, Wilmington, Delaware
19808, County of New Castle. The name of its registered agent at such address is
Corporation Service Company.

     THIRD.  The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

     FOURTH.

A.  CAPITALIZATION.

     The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 85,000,000 shares, comprised of
75,000,000 shares of Common Stock with a par value of $0.001 per share (the
"Common Stock") and 10,000,000 shares of Preferred Stock with a par value of
$0.001 per share (the "Preferred Stock").

     A description of the respective classes of stock and a statement of the
designations, preferences, voting powers (or no voting powers), relative,
participating, optional or other special rights and privileges and the
qualifications, limitations and restrictions of the Preferred Stock and Common
Stock are as follows:

B.  VOTING RIGHTS.

     Except as otherwise required by law or this Certificate of Incorporation,
each holder of Common Stock shall have one vote in respect of each share of
stock held by such holder of record on the books of the corporation for the
election of directors and on all matters submitted to a vote of stockholders of
the corporation; provided, however, that, except as otherwise required by law,
holders of Common Stock shall not be entitled to vote on any amendment to this
Certificate of Incorporation (including any certificate of designations relating
to any series of Preferred Stock) that relates solely to the terms of one or
more outstanding series of Preferred Stock if the holders of such affected
series are entitled, either separately or together as a class with the holders
of one or more other such series, to vote thereon pursuant to this Certificate
of Incorporation (including any certificate of designations relating to any
series of Preferred Stock).

C.  PREFERRED STOCK.

     The Preferred Stock may be issued in one or more series at such time or
times and for such consideration or considerations as the board of directors may
determine. Each series shall be so designated as to distinguish the shares
thereof from the shares of all other series.

     The board of directors is expressly authorized, subject to the limitations
prescribed by law and the provisions of this Certificate of Incorporation, to
provide for the issuance of all or any shares of the Preferred Stock, in one or
more series, each with such designations, preferences, voting powers (or no
voting powers), relative, participating, optional or other special rights and
privileges and such qualifications, limitations or restrictions thereof as shall
be stated in the resolution or resolutions adopted by the board of directors to
create such series, and a certificate of designations setting forth a copy of
said resolution or resolutions shall be filed in accordance with the General
Corporation Law of the State of Delaware. The authority of the board of
directors with respect to each such series shall include without limitation of
the foregoing the right to specify the number of shares of each such series and
to authorize an increase or decrease in such number of shares


and the right to provide that the shares of each such series may be: (i) subject
to redemption at such time or times and at such price or prices; (ii) entitled
to receive dividends (which may be cumulative or non-cumulative) at such rates,
on such conditions, and at such times, and payable in preference to, or in such
relation to, the dividends payable on any other class or classes or any other
series; (iii) entitled to such rights upon the dissolution of, or upon any
distribution of the assets of, the corporation; (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any other
series of the same or any other class or classes of stock of the corporation at
such price or prices or at such rates of exchange and with such adjustments, if
any; (v) entitled to the benefit of such limitations, if any, on the issuance of
additional shares of such series or shares of any other series of Preferred
Stock; or (vi) entitled to such other preferences, powers, qualifications,
rights and privileges, all as the board of directors may deem advisable and as
are not inconsistent with law and the provisions of this Certificate of
Incorporation. The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock, without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of such holder is required pursuant to the terms of any
Preferred Stock designation.

     FIFTH.  In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware:

     A.  Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, the number of
directors which shall constitute the board of directors of the corporation shall
be determined by resolution of a majority of directors then in office. The board
of directors shall be divided into three classes. Each director shall serve for
a term ending on the third annual meeting of stockholders following the annual
meeting of stockholders at which such director was elected; provided, however,
that the directors first elected to Class I shall serve for a term ending at the
annual meeting of stockholders to be held in 2003, the directors first elected
to Class II shall serve for a term ending at the annual meeting of stockholders
to be held in 2004, and directors first elected to Class III shall serve for a
term ending at the annual meeting of stockholders to be held in 2005. At each
annual election, the directors chosen to succeed those whose terms then expire
shall be of the same class as the directors they succeed. In the event of any
change in the authorized number of directors, each director then continuing to
serve as such shall nevertheless continue as a director of the class of which he
or she is a member until the expiration of his or her current term, or his or
her prior death, resignation or removal. The directors shall be elected at each
annual meeting of the stockholders, but if any annual meeting is not held, or
the directors are not elected thereat, the directors may be elected at any
special meeting of the stockholders held for that purpose. All directors shall
hold office until the expiration of the term for which elected, and until their
respective successors are elected, except in the case of death, resignation, or
removal of any director.

     B.  Advance notice of nominations for the election of directors, other than
by the board of directors or a committee thereof, shall be given in the manner
provided by the Bylaws. Notwithstanding the foregoing, so long as Sun NZ,
L.L.C., an Arizona limited liability company ("Sun NZ"), beneficially owns
500,000 shares of common stock (as adjusted for stock splits, stock dividends,
stock recombinations and similar events relating to the corporation's common
stock) of the corporation (or its successor), Sun NZ shall have the right to
nominate two persons for election as directors of the corporation (or its
successor) if the entire board of directors consists of eight (8) or fewer
persons, and if the board of directors consists of nine (9) or more persons,
then Sun NZ shall have the right to nominate that number of persons representing
one-third of the total number of directors serving on the board of directors of
the corporation. If the foregoing computation results in Sun NZ having the right
to nominate a fractional number of persons for election as directors of the
corporation, the number of persons that Sun NZ shall be entitled to nominate
shall be rounded down if the calculation results in a fraction of .50 or less,
and rounded up if the calculation results in a fraction of .51 or more.
Notwithstanding the foregoing, if Sun NZ owns less than 500,000 shares of common
stock of the corporation but 250,000 or more shares of common stock of the
corporation, adjusted as provided above, then Sun NZ will have the right to
nominate one person for election as a director of the corporation (or its
successor). The corporation will use its commercially reasonable efforts to take
all such action to confirm the nomination and present the persons nominated by
Sun NZ for election by the shareholders of the corporation (or its successor) by
means of a vote of the shareholders at a meeting called for that purpose or
consent of the

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shareholders in any solicitation on behalf of the corporation (or its successor)
or of the then management of the corporation (or its successor).

     C.  Except as required by law or provided for by resolution of the board of
directors, newly created directorships resulting from any increase in the number
of directors and any vacancies on the board of directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the board of directors, by a sole remaining
director and not by the stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor has been elected and qualified. No
decrease in the number of directors constituting the board of directors may
shorten the term of any incumbent director.

     D.  The board of directors of the corporation is expressly empowered to
adopt, amend or repeal the Bylaws of the corporation. Any adoption, amendment or
repeal of the Bylaws of the corporation by the board of shall require the
approval of a majority of the total number of directors which the corporation
would have if there were no vacancies; provided, however, that the affirmative
vote of not less than two-thirds of the total number of directors which the
corporation would have if there were no vacancies shall be required to repeal,
alter or amend any Bylaw provision relating to (i) the calling of a special
meeting of the stockholders or a special meeting of the board of directors, (ii)
stockholder nominations or proposals, (iii) the number, classification or
election of directors or (iv) supermajority approval or quorum requirements of
the board, or any committee thereof, or to adopt any Bylaw provision
inconsistent therewith. Notwithstanding the foregoing, the affirmative vote of
not less than two-thirds of the total number of directors which the corporation
would have if there were no vacancies shall be required to alter, amend or adopt
any Bylaw provision inconsistent with or repeal Article IX of the Bylaws
relating to amendments thereof. The stockholders shall also have the power to
adopt, amend or repeal the Bylaws of the corporation; provided, however, that
notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the capital stock of the corporation required by law this Certificate
of Incorporation or any preferred stock, the affirmative vote of the holders of
at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all
of the then-outstanding shares of the capital stock of the corporation entitled
to vote generally in the election of directors, voting together as a single
class, shall be required to adopt, amend or repeal any provision of the Bylaws
of the corporation.

     E.  Elections of directors need not be by written ballot unless the Bylaws
of the corporation shall so provide.

     F.  The books of the corporation may be kept at such place within or
without the State of Delaware as the Bylaws of the corporation may provide or as
may be designated from time to time by the board of directors of the
corporation.

     SIXTH.  Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or classes of creditors, and/or
of the stockholders or classes of stockholders of this corporation, as the case
may be, to be summoned in such manner as the said court directs. If a majority
in number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be

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binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

     SEVENTH.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended hereafter
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of repeal or modification.

     EIGHTH.

A.  RIGHT TO INDEMNIFICATION.

     Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director or an officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the corporation to provide
broader indemnification rights than such law permitted the corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C of this Article EIGHTH with respect to proceedings to enforce
rights to indemnification, the corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the board of
directors of the corporation.

B.  RIGHT TO ADVANCEMENT OF EXPENSES.

     In addition to the right to indemnification conferred in Section A of this
Article EIGHTH, an indemnitee shall also have the right to be paid by the
corporation the expenses (including attorney's fees) incurred in defending any
such proceeding in advance of its final disposition (hereinafter an "advancement
of expenses"); provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Section B or otherwise. The
rights to indemnification and to the advancement of expenses conferred in
Sections A and B of this Article EIGHTH shall be contract rights and such rights
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.

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C.  RIGHT OF INDEMNITEE TO BRING SUIT.

     If a claim under Section A or B of this Article EIGHTH is not paid in full
by the corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit brought by the corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law. Neither the failure of the
corporation (including its directors who are not parties to such action, a
committee of such directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the corporation
(including its directors who are not parties to such action, a committee of such
directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article EIGHTH or otherwise shall be on the
corporation.

D.  NON EXCLUSIVITY OF RIGHTS.

     The rights to indemnification and to the advancement of expenses conferred
in this Article EIGHTH shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the corporation's
Certificate of Incorporation, bylaws, agreement, vote of stockholders or
directors or otherwise.

E.  INSURANCE.

     The corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

F.  INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION.

     The corporation may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the corporation to the fullest extent of
the provisions of this Article EIGHTH with respect to the indemnification and
advancement of expenses of directors and officers of the corporation.

G.  NATURE OF RIGHTS.

     The rights conferred upon indemnitees in this Article EIGHTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer or trustee and shall inure to the benefit of
the indemnitee's heirs, executors and administrators. Any amendment, alteration
or repeal of this Article EIGHTH that adversely affects any right of an
indemnitee or its successors shall be prospective only and shall not limit or
eliminate any such right with respect to any proceeding involving any occurrence
or alleged occurrence of any action or omission to act that took place prior to
such amendment or repeal.

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     NINTH.  The Corporation shall not be governed by Section 203 of the
Delaware General Corporation Law.

     TENTH.  The corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon a stockholder herein are
granted subject to this reservation.

     ELEVENTH.  No action required or permitted to be taken at any annual or
special meeting of the stockholders may be taken without a meeting and the power
of stockholders to consent in writing, without a meeting, to the taking of any
action is specifically denied. Special meetings of the stockholders of this
corporation may be called only by the Chairman of the Board or the President or
by the board of directors pursuant to a resolution approved by a majority of the
total number of directors which the corporation would have if there were no
vacancies.

     TWELFTH.  The name and address of the incorporator are as follows:

        David A. Charapp
        4350 La Jolla Village Drive
        7th Floor
        San Diego, California 92122

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