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                                                                     EXHIBIT 4.1
                          CERTIFICATE OF DETERMINATION
             OF THE RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS OF
                          THE SERIES A PREFERRED STOCK
                                       OF
                             US-SINO GATEWAY, INC.,
                            A CALIFORNIA CORPORATION

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         WILLIAM B. TING does hereby certify that:

         1. He is the duly elected and acting President and Secretary of US-SINO
GATEWAY, INC. (the "Corporation").

         2. Pursuant to the Unanimous Written Consent of the board of directors
of the Corporation (the "Board of Directors") executed on January 21, 2003, the
Board of Directors duly adopted that certain document titled "Restated Articles
of Incorporation" that included the following provision:

                  This corporation is authorized to issue two classes of shares
                  which shall be designated "Preferred Stock" and "Common Stock"
                  respectively. The number of shares of Preferred Stock
                  authorized to be issued is ten million (10,000,000) shares.
                  The number of shares of Common Stock authorized to be issued
                  is fifty million (50,000,000) shares. The Preferred Stock may
                  be issued from time to time in one or more series. The Board
                  of Directors is authorized to fix the number of shares of any
                  series of Preferred Stock and to determine the designation of
                  any such series. The Board of Directors is also authorized to
                  determine or alter the rights, preferences, privileges and
                  restrictions granted to or imposed upon any wholly unissued
                  series of Preferred Stock and, within the limits and
                  restrictions stated in any resolution or resolutions of the
                  Board of Directors originally fixing the number of shares
                  constituting any series, to increase or decrease (but not
                  below the number of shares of such series then outstanding)
                  the number of shares of any such series subsequent to the
                  issue of shares of the series.

         3. As of the date of this Certificate of Determination, no shares of
the Preferred Stock have been issued.

         4. On February 13, 2003, the Board of Directors adopted the
following resolutions, fixing the number of shares constituting the Series A
Preferred Stock and determining the rights, preferences, privileges and
restrictions relating to the Series A Preferred Stock:

         NOW, THEREFORE, BE IT RESOLVED, the Board of Directors hereby fixes and
determines the designation of, the number of shares constituting, and the
rights, preferences, privileges, and restrictions relating to, the Series A
Preferred Stock as follows:

         (a)      The number of shares constituting Series A Preferred Stock
shall be two million (2,000,000) shares.

         (b) No dividend shall be paid to holders of the outstanding common
stock (the "Common Stock") of the Corporation at an annual rate greater than the
annual rate at which dividends are paid to holders of the outstanding Series A
Preferred Stock (based on the number of Series A Preferred Stock convertible
into Common Stock on the date any such dividend is declared by the Board of
Directors). Before any dividends shall be paid to holders of Common Stock of the
Corporation, such dividends shall first be paid to the holders of the
outstanding Series A Preferred Stock. Nothing in this provision shall require
the Board of Directors to declare a dividend, which determination shall stay
within the discretion of the Board of Directors, unless otherwise modified by
the Bylaws of the Corporation.

         (c) In the event of a voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, the holders of Series A Preferred
Stock shall be entitled to receive out of the assets of the Corporation, whether
those assets are capital or surplus of any nature, an amount equal to ninety
cents ($0.90) per share of Series A Preferred Stock, and a further amount equal
to any dividends accrued and unpaid thereon, as provided in paragraph (b) above,
before any payment shall be made or any assets distributed to the holders of
outstanding Common Stock of the Corporation.

         If upon any liquidation, dissolution, or winding up, the assets thus
distributed among the holders of the Series A Preferred Stock shall be
insufficient to permit the payment to those shareholders of the full
preferential amounts, then the entire assets of the Corporation to be
distributed shall be distributed ratably among the holders of Series A Preferred
Stock.

         A merger or sale of substantially all of the assets of the Corporation
shall be deemed a liquidation for purposes of this paragraph (c).

         (d) The holders of Series A Preferred Stock shall have conversion
rights as follows:

                  (1) OPTIONAL CONVERSION. Each share of Series A Preferred
         Stock shall be convertible into fully paid and non-assessable shares of
         Common Stock, at the option of the holder. The total number of shares
         of Common Stock into which Series A Preferred Stock may be converted
         will be determined by dividing the original purchase price of ninety
         cents ($0.90) per share by the Conversion Price. The initial Conversion
         Price will be ninety cents ($0.90). The Conversion Price shall be
         subject to adjustment from time to time as set forth in subparagraph 9,
         below.

                  (2) OTHER CONVERSION. The Series A Preferred Stock shall be
         converted into Common Stock at the conversion price then in effect upon
         an affirmative vote by holders of at least two-thirds (2/3) of the
         shares of Series A Preferred Stock then outstanding.

                  (3) MECHANICS OF OPTIONAL CONVERSION. Before any holder of
         Series A Preferred Stock shall be entitled to convert the same into
         full shares of Common Stock as provided by paragraph (d)(1), such
         holder shall surrender the certificate or certificates therefore, duly
         endorsed, at the office of the Corporation or of any transfer agent for
         the Series A Preferred Stock and shall give written notice to the
         Corporation that such holder elects to convert the same.

                  (4) MECHANICS OF OTHER CONVERSION. In the event of a
         conversion pursuant to paragraph (d)(2) above, the outstanding shares
         of Series A Preferred Stock shall be converted automatically without
         any further action by the holders of such shares and whether or not the
         certificates representing such shares are surrendered to this
         Corporation or its transfer agent, and provided further that this
         Corporation shall not be obligated to issue certificates evidencing the
         shares of Common Stock issuable upon such conversion unless the
         certificates evidencing such shares of Series A Preferred Stock are
         either delivered to this Corporation or its transfer agent as provided
         above, or the holder notifies this Corporation or its transfer agent
         that such certificates have been lost, stolen or destroyed and executes
         an agreement satisfactory to this Corporation to indemnify this
         Corporation from any loss incurred by it in connection with such
         certificates.

                  (5) EFFECTIVE DATE OF CONVERSION. Any conversion made pursuant
         to paragraph (d)(1) shall be deemed to have been made immediately prior
         to close of business on the date of the surrender of the shares to be
         converted, or in the case of a conversion pursuant to paragraph (d)(2)
         on the date of the affirmative vote, and the person entitled to receive
         the shares of Common Stock issuable upon conversion shall be treated
         for all purposes as the record holder or holders of such shares of
         Common Stock on such date.

                  (6) FRACTIONAL SHARES ON CONVERSION. No fractional shares of
         Common Stock shall be issued upon conversion of any Series A Preferred
         Stock. In lieu of any fractional shares to which the holder would
         otherwise be entitled (as determined on a certificate by certificate
         basis), the Corporation shall pay cash equal to the fair value of the
         fractional shares on the date of conversion.

                  (7) ISSUANCE OF CERTIFICATES. The Corporation shall, as soon
         as practical after delivery of the converted Series A Preferred Stock
         certificate(s), or such agreement and indemnification set forth above
         applicable in the case of a lost, stolen or destroyed certificate,
         issue and deliver at such office to such holder a certificate for the
         number of shares of Common Stock to which such holder shall be entitled
         and a check made payable to the holder in the amount of any cash
         amounts payable as the result of conversion into fractional shares of
         Common Stock.

                  (8) ADDITIONAL SHAREHOLDER RIGHTS. From and after the date of
         conversion pursuant to paragraph (d)(2), notwithstanding that any
         certificates for the shares of Series A Preferred Stock shall not have
         been surrendered for conversion, the shares of Series A Preferred
         evidenced thereby shall be deemed to be no longer outstanding, and all
         rights with respect thereto shall cease, except for the rights of the
         holder (i) to receive the shares of Common Stock to which such holder
         shall be entitled upon conversion thereof, (ii) to receive the amount
         of cash payable in respect of any fractional share of Common Stock to
         which such holder shall be entitled, and (iii) with respect to
         dividends declared but unpaid on the Series A Preferred prior to such
         conversion date.

                  (9) ADJUSTMENT OF CONVERSION PRICE. The Conversion Price of
         Series A Preferred Stock shall be subject to adjustment from time to
         time as follows:

                           (A) STOCK SPLIT. If the number of shares of Common
                  Stock outstanding at any time after the date hereof is
                  increased by a stock dividend payable in shares of Common
                  Stock, or by a subdivision or split-up of shares of Common
                  Stock, then, on the date such payment is made or such change
                  is effective, the Conversion Price of the Series A Preferred
                  Stock shall be appropriately decreased so that the number of
                  shares of Common Stock issuable on conversion of any shares of
                  Series A Preferred Stock shall be increased in proportion to
                  such increase of outstanding shares.

                           (B) REVERSE STOCK SPLIT. If the number of shares of
                  Common Stock outstanding at any time after the date hereof is
                  decreased by a combination (e.g., reverse stock-split) of the
                  outstanding shares of Common Stock, then, on the effective
                  date of such combination, the Conversion Price of the Series A
                  Preferred Stock shall be appropriately increased so that the
                  number of shares of Common Stock issuable on conversion of any
                  shares of Series A Preferred Stock shall be decreased in
                  proportion to such decrease in outstanding shares.

                           (C) REORGANIZATION. In case, at any time after the
                  date hereof, of any capital reorganization, or any
                  reclassification of the stock of this Corporation (other than
                  as a result of a stock dividend or subdivision, split-up or
                  combination of shares), or the consolidation or merger of this
                  Corporation with or into another person (other than a
                  consolidation or merger in which this Corporation is the
                  continuing entity and which does not result in any change in
                  the Common Stock), the shares of Series A Preferred Stock
                  shall, after such reorganization, reclassification,
                  consolidation, merger, sale or other disposition, be
                  convertible into the kind and number of shares of stock or
                  other securities or property of the Corporation or otherwise
                  to which such holder would have been entitled if immediately
                  prior to such reorganization, reclassification, consolidation,
                  merger, sale or other disposition such holder had converted
                  its shares of Series A Preferred Stock into Common Stock. The
                  provisions of this paragraph shall similarly apply to
                  successive reorganizations, reclassification, consolidations,
                  mergers, sales or other dispositions.

                           (D) CERTIFICATE AS TO ADJUSTMENTS. Upon the
                  occurrence of each adjustment or readjustment of the
                  Conversion Price for the Series A Preferred Stock, this
                  Corporation at its expense shall compute such adjustment or
                  readjustment in accordance with the terms hereof and prepare
                  and furnish to each holder of Series A Preferred Stock a
                  certificate setting forth such adjustment or readjustment and
                  showing the facts upon which such adjustment or readjustment
                  is based. This Corporation shall, upon written request of any
                  holder of Series A Preferred Stock, furnish or cause to be
                  furnished to such holder a like certificate setting forth (i)
                  all such adjustments and readjustments and (ii) the number of
                  shares of Common Stock and the amount, if any, of other
                  property which at the time would be received upon the
                  conversion of such holder's shares of Series A Preferred
                  Stock.

         (e) VOTING RIGHTS. The holder of each share of Series A Preferred Stock
shall have all the voting rights of holders of shares of Common Stock. The
holders of Common Stock and Series A Preferred Stock shall vote together as a
single class, except as otherwise required by law, the Articles, or the Bylaws.
A holder of outstanding share(s) of Series A Preferred Stock will have the
number of votes equal to, for each outstanding share of Series A Preferred Stock
so held, the number of shares of Common Stock issuable upon conversion based
upon the then existing Conversion Price, provided however that no fractional
shares of stock may be voted, but instead all shares of Series A Preferred Stock
for each holder shall be added and then rounded to the nearest whole share.

         (f) RESIDUAL RIGHTS. All rights accruing to the outstanding shares of
the Corporation not otherwise expressly provided for shall be vested in the
Common Stock.

         (g) NOTICES. Any notice to be given to any holder of Series A Preferred
Stock shall be deemed given if deposited in the United States mail, postage
prepaid, and addressed to each holder of record at such holder's address
appearing on this corporation's books.

         RESOLVED, FURTHER, that the President and the Secretary are each hereby
authorized to execute, verify, and file a Certificate of Determination of
Preferences in accordance with California law.

         The undersigned declares under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of his own knowledge, and that this certificate was executed on February
14, 2003 at Brea, California.



                         ----------------------------------
                         William B. Ting, President and Secretary



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