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EXHIBIT 3.1

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
BIO-AQUA SYSTEMS, INC.

Pursuant to Section 607.1006 of the Business Corporation Act of the State
of Florida, the undersigned President of BIO-AQUA SYSTEMS, INC. (the
Corporation), a corporation organized and existing under and by virtue of the
Business Corporation Act of the State of Florida, bearing document number
P99000025047, does hereby certify;

First: That in accordance with the Written Consent of the Board of
Directors dated November 5, 2001, and approval by a majority of the
Corporations shareholders pursuant to a special meeting of the shareholders
held on November 5, 2001, in accordance with Section 607.0820 and Section
607.0705 of the Florida Business Corporation Act, all the directors and a
majority of the shareholders of said Corporation approved the amendment to the
Corporations Articles of Incorporation as follows:

Article I of the Corporations Articles of Incorporation shall be deleted
in its entirety and substituted by the following:

ARTICLE I
CORPORATE NAME

The Corporations name shall be: NEW DRAGON ASIA CORP.

Article IV of the Corporations Articles of Incorporation shall be deleted
in its entirety and substituted by the following:

ARTICLE IV
CAPITAL STOCK

The maximum number of shares that this Corporation shall be authorized to
issue and have outstanding at any one time shall be (1) one hundred seven
million (107,000,000) shares of common stock, par value $.0001 per share, of
which 100,000,000 shares have been designated as Class A Common Stock and
2,000,000 shares have been designated as Class B Common Stock, and (ii) five
million (5,000,000) shares of Preferred Stock having a par value of $.0001 per
share.

The Class A Common Stock shall be designated as follows:

1. Designation and Number of Shares. The Class A Common Stock shall be
designated as Class A Common Stock with a par value of $.0001 each, and the
number of shares constituting the Class A Common Stock shall be 100,000,000
shares.

2. Voting Rights. Holders of Class A Common Stock shall be entitled to
one (1) vote for each share of Class A Common Stock held.





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3. Dividends. Holders of Class A Common Stock shall be entitled to
dividends as shall be designated by the Companys Board of Directors from time
to time.

The Class B Common Stock shall be designated as follows:

1. Designation and Number of Shares. The Class B Common Stock shall be
designated Class B Common Stock with a par value of $.0001 each, and the
number of shares constituting the Class B Common Stock shall be 2,000,000
shares.

2. Voting Rights. Holders of Class B Common Stock shall be entitled to
five (5) votes for each share of Class B Common Stock held.

3. Dividends. Holders of Class B Common Stock shall be entitled to
dividends as shall be designated by the Companys Board of Directors from time
to time.

4. Conversion. Holders of Class B Common Stock may convert any shares of
Class B Common Stock held by any of them into shares of Class A Common Stock,
provided that upon conversion, the voting rights of such converted shares shall
be on a one vote for one share basis; and provided that such Class A Common
Stock are unencumbered or are not subject to any escrow agreement or otherwise.

5. Sale or Transfer of Class B Common Stock. Holders of Class B Common
Stock may sell or transfer any or all of their shares of Class B Common Stock
to any party, who will have the same rights, privileges and restrictions, if
applicable, of any other holder of Class B Common Stock.

Classes and series of the Common Stock and Preferred Stock may be created
and issued from time to time, with such designations, preferences, conversion
rights, cumulative, relative, participating, optional or other rights,
including voting rights, qualifications, limitations or restrictions thereof as
shall be stated and expressed in the resolution or resolutions providing for
the creation and issuance of such classes of Common Stock as adopted by the
Board of Directors.

SECOND: The foregoing amendment was adopted by the Board of Directors and
a majority of the shareholders of the Corporation pursuant to the Florida
Business Corporation Act; therefore, the number of votes cast by the
shareholders of the Corporation for the amendment to the Corporations Articles
of Incorporation was sufficient for approval.

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IN WITNESS WHEREOF, the undersigned being the President of this
Corporation has executed these Articles of Amendment to Articles of
Incorporation as of November 6, 2001.



| | /s/ Max Rutman
Max Rutman, President
| | ------------------------------------

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