**Exhibit
      3.1**





CERTIFICATE
      OF INCORPORATION


OF


MIA
      ACQUISITION CORP.





I,
      the
      undersigned natural person acting as incorporator of a corporation (hereinafter
      called the “Corporation”) under the General Corporation Law of the State of
      Delaware, as amended from time to time, (the “DGCL”), do hereby adopt the
      following Certificate of Incorporation for the Corporation:





FIRST:
      The name of this corporation is MIA Acquisition Corp.





SECOND:
      The registered office of the Corporation in the State of Delaware is located
      at
      Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
      Delaware 19801, County of New Castle. The name of the registered agent of the
      Corporation at such address is The Corporation Trust Company.





THIRD:
      The purpose for which the Corporation is organized is to engage in any and
      all
      lawful acts activity for which corporations may be organized under the DGCL.
      The
      Corporation will have perpetual existence.





FOURTH:
      The Corporation shall have authority to issue two classes of shares to be
      designated respectively, “Common Stock” and “Preferred Stock”. The total number
      of shares, which the Corporation is authorized to issue, is 50,000,000 shares
      of
      which 40,000,000 shall be Common Stock and 10,000,000 shall be Preferred Stock.
      Each share of Common Stock shall have a par value of $.001, and each share
      of
      Preferred Stock shall have a par value of $.001.





The
      Preferred Stock authorized by this Certificate of Incorporation may be issued
      from time to time in one or more series, each of which shall have such
      designation(s) or title(s) as may be fixed by the Board of Directors prior
      to
      the issuance of any shares thereof. The Board of Directors is hereby authorized
      to fix or alter the dividend rates, conversion rights, rights and terms of
      redemption, including sinking fund provisions, the redemption price, or prices,
      voting rights and liquidation preferences of any wholly un-issued series of
      Preferred Stock, and the number of shares constituting any such series and
      the
      designation thereof, or any of them. The rights, powers, preferences limitations
      and restrictions, if any, accompanying such shares of Preferred Stock shall
      be
      set forth by resolution of the Board of Directors providing for the issue
      thereof prior to the issuance of any shares thereof, in accordance with the
      applicable provisions of DGCL. Each share of any series of Preferred Stock
      shall
      be identical with all other shares of such series, except as to the date from
      which dividends, if any, shall accrue.









Shares
      of
      Common Stock may be issued for such consideration, having a value of not less
      than the stated par value thereof, as determined from time to time by the Board
      of Directors.





As
      a
      successor to a Michigan corporation reorganized pursuant to its Amendment Joint
      Plan of Reorganization dated November 15, 1999, as confirmed by order of the
      United States Bankruptcy Court, Central District of California Los Angeles
      Division on July 31, 2000, the Corporation is prohibited from issuing non-equity
      voting securities under Section 1123(a)(6) of the United States Bankruptcy
      Code.
      If there are to be several classes of securities issued in the future, all
      shall
      possess voting power, an appropriate distribution of such power among such
      classes, including, in a case of any class of equity securities having a
      preference over another class of equity securities with respect to dividends,
      an
      adequate provision for the election of directors representing such preferred
      class in the event of default in the payment of such dividend. The provisions
      of
      this paragraph shall apply unless and until the Corporation amends, alters,
      changes or repeals such provisions in the manner now or hereafter set forth
      by
      the DGCL or this Certificate of Incorporation.





FIFTH:
      The name of the incorporator is George L. Diamond, and the mailing address
      of
      such incorporator is 7701 Las Colinas Ridge, Suite 250, Irving, Texas
      75063.





SIXTH:
      The number of directors constituting the initial board of directors is one,
      and
      the name and address of the person who is to serve as director until the first
      annual meeting of stockholders or until his successors are elected and qualified
      is as follows:




NAME
              ADDRESS
              CITY,
                  STATETimothy
                  P. Halter
              7701
                  Las Colinas Ridge, Suite 250
              Irving,
                  Texas 75063




SEVENTH:
      Directors of the Corporation need not to be elected by written ballot unless
      repeal the bylaws of the Corporation otherwise provide.





EIGHT:
      The directors of the Corporation shall have the power to adopt, amend and repeal
      the bylaws of the Corporation.





NINTH:
      No
      contract or transaction between the Corporation and one or more of its
      directors, officers or stockholders, or between the Corporation and any person
      (as used herein “person” means other corporation, partnership, association,
      firm, trust, joint venture, political subdivision, or instrumentality) or other
      organization in which one or more of its directors, officers or stockholders
      are
      directors, officers or stockholders, or have a financial interest, shall be
      void
      or voidable solely for this reason, or solely because the director or officer
      is
      present at or participants in the meeting of the board or committee which
      authorizes the contract or transaction, or solely because his, her or their
      votes are counted for such purpose, if: (i) the material facts as to his or
      her
      relationship or interest and as to the contract or transaction are disclosed
      or
      are known to the board of directors or the committee, and the board of directors
      or committee in good faith authorizes the contract or transaction by the
      affirmative votes of a majority of the disinterested directors, even though
      the
      disinterested directors be less than a quorum; or (ii) the material facts as
      to
      his or her relationship or interest and as to the contract or transaction are
      disclosed or are known to the stockholders entitled to vote thereon, and the
      contract and transaction is specifically approved in good faith by vote of
      the
      stockholders; or (iii) the contract and transaction is fair as to the
      Corporation as of the time it is authorized, approved or ratified by the board
      of directors, a committee thereof, or the stockholders. Common or interested
      directors may be counted in determined the presence of a quorum at a meeting
      of
      the board of directors or of a committee which authorizes the contract or
      transaction.




2




TENTH:
      The Corporation shall indemnify any person who was, is or is threatened to
      be
      made a party to a proceeding (as hereinafter defined) by reason of the fact
      that
      he or she (i) is or was a director or officer of the Corporation or (ii) while
      a
      director or officer of the Corporation, is or was serving at the request of
      the
      Corporation as a director, officer, partner, venture, proprietor, trustee,
      employee, agent, or similar functionary of another foreign or domestic
      corporation, partnership, joint venture, sole proprietorship, trust, employee
      benefit plan, or other enterprise, to the fullest extent permitted under the
      DGCL, as the same exists or may hereafter be amended. Such right shall be a
      contract right and as such shall run to the benefit of any director or officer
      who is elected and accepts the position of director or officer of the
      Corporation or elects to continue to serve as a director or officer of the
      Corporation while this Article Tenth is in effect. Any repeal or amendment
      of
      this Article Tenth shall be prospective only and shall not limit the rights
      of
      any such director or officer or the obligations of the Corporation with respect
      to any claim arising from or related to the services of such director or officer
      in any of the foregoing capacities prior to any such repeal or amendment to
      this
      Article Tenth. Such right shall include the right to be paid be the Corporation
      expenses incurred in defending any such proceeding in advance of its final
      disposition to the maximum extent permitted under the DGCL, as the same exists
      or may hereafter be amended. If a claim for indemnification or advancement
      of
      expenses hereunder is not paid in full by the Corporation within sixty (60)
      days
      after a written claim has been received by the Corporation, the claimant may
      at
      any time thereafter bring suit against the Corporation to recover the unpaid
      amount of the claim, and if successful in whole or in part, the claimant shall
      be entitled to be paid the expenses of prosecuting such claim. It shall be
      a
      defense to any that such indemnification or advancement of costs of defense
      are
      not permitted under the DGCL, but the burden of proving such defense shall
      be on
      the Corporation. Neither the failure of the Corporation (including its board
      of
      directors or any committee thereof, independent legal counsel, or stockholders)
      to have made its determination prior to the commencement of such action that
      indemnification nor an actual determination by the Corporation (including its
      board of directors or any committee thereof, independent legal counsel, or
      stockholders) that such indemnification or advancement is not permissible shall
      be a defense to the action or create a presumption that such indemnification
      or
      advancement is not permissible. In the event of the death of any person having
      a
      right of indemnification under the foregoing provisions, such right shall inure
      to the benefit of his or her heirs, executors, administrators and personal
      representatives. The rights conferred above shall not exclusive of any other
      right which any person may have hereafter acquire under any statue, bylaw,
      resolution of stockholders or directors, agreement, or otherwise.




3




Without
      limiting the generality of the foregoing, to the extent by then applicable
      law,
      the grant of mandatory indemnification pursuant to this Article Tenth shall
      extend to proceedings involving the negligence of such person.





The
      Corporation may additionally indemnify any employee or agent of the Corporation
      to the fullest extent permitted by law.




As
      used
      herein, the term “proceeding” means any threatened, pending or completed action,
      suit or proceeding, whether civil, criminal, administrative, arbitrative or
      investigative, any appeal in such an action, suit or proceeding, and any inquiry
      or investigation that could lead to such an action, suit or
      proceeding.




The
      Corporation shall have power to purchase and maintain insurance on behalf of
      any
      person who is or was a director, officer, employee or agent of the Corporation,
      or is or was serving at partnership, joint venture, trust or other enterprise
      against any liability asserted against him and incurred by him in any such
      capacity, or arising out of his status as such, whether or not the Corporation
      would have the power to indemnify him against such liability under Section
      145
      of the DGCL.




ELEVENTH:
      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 knowing violation
      of
      law; (iii) under Section 174 of the DGCL, or (iv) for any transaction from
      which
      the director derived an improper benefit. Any repeal or amendment of this
      Article Eleventh by the stockholders of the Corporation shall be prospective
      only, and shall not adversely affect any limitation on the personal liability
      of
      a director of the Corporation arising from an act or omission occurring prior
      to
      the time of such repeal or amendment. In addition to the circumstances in which
      a director of the Corporation is not personally liable as set forth in the
      foregoing provisions of this Article Eleventh, a director shall not be liable
      to
      the Corporation or its stockholders to such further extent as permitted by
      any
      law hereafter including, without limitation, any subsequent amendment to the
      DGCL.




4




TWELFTH:
      Cumulative voting with respect to the election of directors is expressly
      prohibited.




THIRTEENTH:
      The Corporation expressly elects not to be governed by Section 203 of the
      DGCL.




I,
      the
      undersigned, for the purpose of forming the Corporation under the laws of the
      State of Delaware, do make, file and record this Certificate of Incorporation
      and do certify that this is my act and deed and that the facts stated herein
      are
      true and, accordingly, I do hereunto set my hand on this 12th day of October,
      2000.


/s/
                  George L. DiamondGeorge
                  L. Diamond





5




CERTIFICATE
      OF MERGER


Merging


SUPER
      SHOPS, INC.


(a
      Michigan corporation)


with
      and
      into


MIA
      ACQUISITION CORP.


(a
      Delaware corporation)





The
      undersigned corporation DOES HEREBY CERTIFY:





FIRST:
      That the name and state of incorporation of each of the constituent corporations
      of the merger is as follows:




Name
            
            State
                of IncorporationSuper
                Shops, Inc.
            
            MichiganMIA
                Acquisition Corp.
            
            Delaware





SECOND:
      That an Agreement and Plan of Merger (the “Plan of Merger”) between the parties
      to the merger has been approved, adopted, certified, executed and acknowledged
      by each of the constituent corporations in accordance with the requirements
      of
      Section 252 of the General Corporation Law of Delaware.





THIRD:
      That the name of the surviving corporation of the merger is MIA Acquisition
      Corp., a Delaware corporation.





FOURTH:
      The Certificate of Incorporation and Bylaws of MIA Acquisition Corp., a Delaware
      corporation, which is the surviving corporation, shall continue in full force
      and effect as the Certificate of Incorporation and Bylaws of the surviving
      corporation.





FIFTH:
      That the executed Plan of Merger is on file at the principal place of business
      of the surviving corporation, the address of which is 7701 Las Colinas Ridge,
      Suite 250, Irving Texas 75063.





SIXTH:
      That a copy of the Plan of Merger will be furnished by the surviving
      corporation, on request and without cost, to any stockholders of any constituent
      corporation.




Date:
      Oct. 13, 2000





MIA
      ACQUISITION CORP.


A
      Delaware Corporation


By:
              /s/
                  Timothy P. HalterTimothy
                  P. Halter, President




6




STATE
      OF
      DELAWARE


CERTIFICATE
      OF AMENDMENT OF


CERTIFICATE
      OF INCORPORATION





FIRST:
      That pursuant to the provision of Section 141(f) of the Delaware General
      Corporation Law (the “Act”) the Board of Directors of MIA Acquisition Corp. duly
      adopted resolutions setting forth proposed amendment of the Certificate of
      Incorporation of said corporation, declaring said amendment to be advisable.
      The
      resolution setting forth the proposed amendment is as follows:





RESOLVED:
      that the Certificate of Incorporation of this corporation be amended by changing
      the Article FIRST thereof so that, as amended, said Article shall be and read
      as
      follows:





FIRST:
      The name of this corporation is Strategika, Inc.





SECOND:
      That thereafter, pursuant to resolution of the Board of Directors, a consent
      of
      stockholders in lieu of meeting was duly executed by stockholders holding the
      necessary number of shares as required by statute to ratify such
      amendment.





THIRD:
      That said amendment was duly adopted in accordance with the provisions of
      Section 242 of the Act.





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




By:
                    /s/
                        Rene LarraveRene
                      Larrave, President


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STATE
      OF
      DELAWARE


CERTIFICATE
      OF AMENDMENT OF


CERTIFICATE
      OF INCORPORATION





FIRST:
      That pursuant to the provisions of Section 141(f) of the Delaware General
      Corporation Law (the “Act”) the Board of Directors of Strategika, Inc. duly
      adopted resolutions setting forth a proposed amendment of the Certificate of
      Incorporation of said corporation, declaring said amendment to be advisable.
      The
      resolution setting forth the proposed amendment is as follows:





RESOLVED:
      that the certificate of Incorporation of this corporation be amended by changing
      the Article FOURTH thereof so that, as amended, said Article shall be and read
      as follows:





FOURTH:
      The Corporation shall have authority to issue two classes of shares to be
      designated respectively, “common stock” and “Preferred stock”. The total number
      of shares, which the Corporation is authorized to issue, is 260,000,000 shares
      of which 250,000,000 shall be Common stock and 10,000,000 shall be Preferred
      Stock. Each share of Common Stock shall have a par value of $.001, and each
      share of Preferred Stock shall have a par value of $.001.





The
      Preferred Stock authorized by this Certificate of Incorporation may be issued
      from time to time in one or more series, each of which shall have such
      designation(s) or title(s) as may be fixed by the Board of Directors prior
      to
      the issuance of any shares thereof. The Board of Directors is hereby authorized
      to fix or alter the dividend rate, conversion rights, rights and terms of
      redemption, including sinking fund provisions, the redemption price, or prices,
      voting rights and liquidation preferences of any wholly un issued series of
      Preferred Stock, and the number of shares constituting any such series and
      the
      designation thereof, or any of them. The rights, powers, preferences limitations
      and restrictions, if any, Directors providing for the issue thereof prior to
      the
      issuance of any shares thereof, in accordance with the applicable provisions
      of
      the DGCL. Each share of any series of Preferred Stock shall be identical with
      all other shares of such series, except as to the date from which dividends,
      if
      any, shall accrue.





Shares
      of
      Common Stock may be issued for such consideration, having a value of not less
      than the stated par value thereof, as determined from time tome by the Board
      of
      Directors.





SECOND:
      That thereafter, pursuant to resolution of the Board of Directors, a consent
      of
      stockholders in lieu of meeting was duly executed by stockholders holding the
      necessary number of shares as required by statute to ratify such
      amendment.




8




THIRD:
      That said amendment was duly adopted in accordance with the provisions of
      Section 242 of the Act.





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




By:
                /s/
                    Rene LarraveRene
                  Larrave, President




9




CERTIFICATE
      OF AMENDMENT


OF
      CERTIFICATE OF INCORPORATION


OF


STRATEGIKA,
      INC.


A
      DELAWARE CORPORATION





Strategika,
      Inc., a corporation organized and existing under and by virtue of the General
      Corporation Law of the State of Delaware DOES HEREBY CERTIFY:





1. That
      the
      Board of Directors of said corporation by unanimous written consent dated as
      of
      November 21, 2003 adopted a resolution proposing and declaring advisable the
      following amendment to the Certificate of Incorporation of said
      corporation:





RESOLVED:
      that the Certificate of Incorporation of the Corporation be amended by striking
      out and deleting all of the First article of the Certificate of Incorporation
      and by inserting in such Certificate if Incorporation a new FIRST article which
      shall read as follows:





RESOLVED:
      that the Certificate of Incorporation of the Corporation be amended by striking
      out and deleting all of the First article of the Certificate of Incorporation
      and by inserting in such Certificate if Incorporation a new FIRST article which
      shall read as follows:





FIRST:
      The name of the corporation is Tiens Biotech Group (USA), Inc. (hereinafter
      called the “Corporation”).




2. That
      the
      amendment has been consented to and approved by the required vote of the
      stockholders in accordance with Section 228 of the General Corporation Law
      of
      the State of Delaware.





IN
      WITNESS WHEREOF, said corporation has caused this certificate to be signed
      by
      Jinyuan Li, its President as of this 21st day of November 2003.




/s/ 
                    Jinyuan LiJinyuan
                    Li, President


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