CERTIFICATE
OF INCORPORATION




OF




VOICE
DIARY INC.




1.           The
name of the corporation is: Voice Diary Inc. (the “Corporation”).




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




3.           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 now or hereafter be
organized under the General Corporation Law of Delaware (the “Delaware Law”).
The Corporation shall have all power that may now or hereafter be lawful for a
corporation to exercise under Delaware Law.




4.           (a) The total
number of shares of capital stock of all classes that the Corporation shall have
the authority to issue is 10,010,000 shares of Common Stock (“Common Stock”)
which shall be divided into two classes as follows: (i) 10,000,000 shares of
Class A Common Stock, par value $.01 per share (“Class A Common Stock”) and (ii)
10,000 shares of Class B Common Stock, par value $.01 per share.




(b)           The
designations, powers, preferences, rights, qualifications, limitations and
restrictions of the Common Stock are as follows:




(i)           General. Except as
otherwise provided herein or as otherwise provided by applicable law, all shares
of Common Stock shall have identical rights and privileges in every
respect.




(ii)           Dividends. The
holders of shares of Class A Common Stock and Class B Common Stock shall
participate ratably, as if all shares were of a single class, in such dividends,
whether in cash, stock or otherwise, as may be declared by the Board of
Directors from time to time out of funds of the Corporation legally available
therefore; provided, however, that (1) for
purposes of determining the ratable participation in dividends of the respective
classes of Common Stock, each share of Class A Common Stock shall be deemed to
be one share of the single class and each share of Class B Common Stock shall be
deemed to be such number of shares of the single class as shall equal the number
of whole shares (rounded down) of Class A Common Stock into which each share of
Class B Common Stock is then convertible and (2) any dividends payable in shares
of Common Stock (or payable in rights to subscribe for or purchase shares of
Common Stock or securities or indebtedness convertible into or exchangeable for
shares of Common Stock) shall be declared and paid only in shares of Class A
Common Stock (or rights to subscribe for or to purchase shares of Class A Common
Stock or securities or indebtedness convertible into or exchangeable for shares
of Class A Common Stock). Dividends payable under this Section 4(b)(ii) shall be
paid to the holders of record of the applicable class of the outstanding Common
Stock as their names shall appear on the stock register of the Corporation on
the record date fixed by the Board of Directors in advance of the declaration
and payment of each dividend. Any shares of Common Stock issued as a dividend
pursuant to this Section 4(b)(ii) shall, when so issued, be duly authorized,
validly issued, fully paid and non-assessable, and free of all liens and
charges. The Corporation shall not issue fractions of shares of Common Stock on
payment of such dividend but shall issue a whole number of shares to such holder
of shares of Common Stock rounded up or down in the Corporation’s sole
discretion to the nearest whole number, without compensation to the stockholder
whose fractional share has been rounded down or from any stockholder whose
fractional share has been rounded up.









(iii)           Voting. (A) The Class
A Common Stock shall be voting stock, and, except as set forth in Section
4(b)(iii)(B), the holders of Class A Common Stock shall vote on all matters
submitted to a vote of the stockholders, with each share of Class A Common Stock
entitled to one vote.




(B)           The
holders of a majority of the outstanding shares of Class B Common Stock, voting
as a separate class, unilaterally shall be entitled to (1) elect one (1)
director of the Corporation (the “Class B Director”) and (2) amend Section
4(b)(iv)(A) hereof so as to decrease, but not increase, the number of shares of
Class A Common Stock into which each share of Class B Common Stock shall be
convertible (the “Section 4(b)(iv)(A) Amendment”). The right to elect the Class
B Director and to amend Section 4(b)(iv)(A) hereof may be exercised at any
annual meeting of the stockholders of the Corporation, at any special meeting
held in place of an annual meeting, or at a special meeting of the holders of
Class B Common Stock called to take such action or by the unanimous written
consent of the holders of Class B Common Stock.




At any
time that special voting power is vested in the holders of Class B Common Stock,
the Secretary of the Corporation may, and at the written request of holders of 5
percent or more of the shares of Class B Common Stock must, call a special
meeting of the holders of Class B Common Stock for the election of the Class B
Director and/or to approve a Section 4(b)(iv)(A) Amendment. The meeting must be
held within forty (40) days of the delivery of the request at the time and place
provided by law or in the bylaws of the Corporation for meetings of stockholders
of the Corporation; provided, however, that no
meeting need be called if the request is delivered less than ninety (90) days
before the date fixed for the next annual meeting of the
stockholders.




If at any
meeting held when special voting power is vested in the holders of Class B
Common Stock, the holders of at least 50 percent of Class B Common Stock then
outstanding are present in person or by proxy, then the holders of Class B
Common Stock present by vote of at least 50 percent of those present shall be
entitled to elect the Class B Director and the holders of at least 50 percent of
the outstanding shares of Class B Common Stock shall be required to approve a
Section 4(b)(iv)(A) Amendment. The Class B Director selected by the holders of
Class B Common Stock shall replace the existing Class B Director, who shall be
deemed to have resigned. The Class B Director so elected by the holders of Class
B Common Stock shall serve until the next annual meeting of the stockholders of
the Corporation and until his successor is elected by the holders of Class B
Common Stock and shall have qualified.









At such
time, if any, as there are no shares of Class B Common Stock outstanding, the
term of office of the person elected as the Class B Director by the holders of
Class B Common Stock shall immediately terminate. If the office of the Class B
Director is vacant due to resignation, removal or death during the time that
special voting power is vested in the holders of Class B Common Stock, a special
meeting of the holders of Class B Common Stock shall be called and the vacancy
filled at that meeting.




(C)           In
addition to the rights provided in Section 4(b)(iii)(B) or by law, the holders
of Class B Common Stock shall be entitled to vote on all matters as to which
holders of Class A Common Stock shall be entitled to vote (including, but not
limited to, the election of directors of the Corporation), in the same manner
and with the same effect as such holders of Class A Common Stock, except as set
forth in Section 4(b)(iii)(B), voting together with the holders of Class A
Common Stock as one class. Each share of Class B Common Stock shall entitle the
holder thereof to such number of votes as shall equal the number of whole shares
(rounded down) of Class A Common Stock into which such share is then
convertible.




(D)           The
holders of Common Stock are not entitled to cumulate votes in the election of
any directors.




(iv)           Conversion of Class B Common
Stock.




(A)           Each
share of Class B Common Stock shall be convertible at any time at the option of
the holder or holders thereof and for no additional consideration into such
number of fully paid and non-assessable shares of Class A Common Stock as shall
equal the quotient obtained by dividing (1) the number of shares of Class A
Common Stock outstanding at the close of business on the day immediately
preceding the date the Conversion Notice (as such term is defined in Section
4(b)(iv)(B)) is received by the Corporation, by (2) 7600.




(B)           Conversion
Procedure.




At the
time of a conversion pursuant to Section 4(b)(iv)(A), the holder or holders of
Class B Common Stock shall deliver to the office of the Corporation or any
transfer agent for the Common Stock (1) the certificate or certificates
representing the shares of Class B Common Stock to be converted, duly endorsed
in blank or accompanied by duly executed proper instruments of transfer and (2)
written notice (the “Conversion Notice”) to the Corporation stating that such
holder or holders elect(s) to convert such share or shares and stating the
number of shares of Class B Common Stock to be converted, and the name and
address in which each certificate for shares of the Class A Common Stock issued
upon such conversion is to be issued. Conversion shall be deemed to have been
effected at the time and date when such delivery is made to the Corporation or
the transfer agent of the shares to be converted, and the person exercising such
conversion shall be deemed to be the holder of record of the number of shares of
Class A Common Stock issuable upon such conversion at such time.









(C)           Issuance
of Conversion Shares.




As
promptly as practicable following any holder’s conversion of shares of Class B
Common Stock, the Corporation shall issue and deliver to the converting holder
one or more certificates (as such holder may request) evidencing the shares of
Class A Common Stock issuable upon conversion thereof and, if the certificates
surrendered by the converting holder evidence more shares of Class B Common
Stock than the holder has elected to convert, one or more certificates (as such
holder may request) evidencing the shares of Class B Common Stock that have not
been converted. Pending the issuance and delivery of the foregoing certificates,
the certificate or certificates evidencing the shares of Class B Common Stock
that have been surrendered for conversion shall be deemed to evidence the shares
of Class A Common Stock issuable upon such conversion.




(D)           Treatment
of Dividends. Any dividends declared and not paid on shares of Class B Common
Stock prior to the conversion as provided above shall be paid, on the payment
date, to the holder or holders entitled thereto on the record date for such
dividend payment, notwithstanding such conversion; provided, however, that such
holder or holders shall not be entitled to receive the corresponding dividends
declared but not paid on the shares of Class A Common Stock issuable upon such
conversion.




(E)           Reservation
of Shares. The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares of Class A Common Stock solely for the
purpose of effecting the conversions provided for herein, such number of shares
of Class A Common Stock as shall from time to time be sufficient to effect the
conversions provided for herein and shall take all such corporate action as may
be necessary to assure that such shares of Class A Common Stock shall be validly
issued, fully paid and non-assessable upon conversion of all of the outstanding
shares of Class B Common Stock. In addition, if at any time the number of
authorized but unissued shares of Class A Common Stock shall not be sufficient
to effect the conversions provided for herein, the Corporation shall take such
corporate action as may be necessary to increase its authorized but unissued
shares of Class A Common Stock to such number of shares as shall be sufficient
for such purpose.




(F)           No
Combinations, Subdivisions or Splits and of Class B Common Stock. Without the
unanimous approval of the holders of all outstanding shares of Class A Common
Stock, the Corporation shall not effect a combination, subdivision or split of
the Class B Common Stock.




(G)           Liquidation.
In the event of any voluntary or involuntary liquidation, dissolution, or
winding-up of the Corporation, after all creditors of the Corporation shall have
been paid in full and after payment of all sums payable in respect of Preferred
Stock, if any, the holders of the Common Stock shall share ratably as if all
shares were of a single class in all distributions of assets pursuant to such
voluntary or involuntary liquidation, dissolution, or winding-up of the
Corporation. For purposes of determining the ratable participation of the
respective classes of Common Stock in such distributions, each share of Class A
Common Stock shall be deemed to be one share of the single class and each share
of Class B Common Stock shall be deemed to be such number of shares of the
single class as shall equal the number of whole shares (rounded down) of the
Class A Common Stock into which such shares of Class B Common Stock is then
convertible.









For the
purposes of this Section 4(b)(iv)(G), neither the merger nor the consolidation
of the Corporation into or with another entity or the merger or consolidation of
any other entity into or with the Corporation, or the sale, transfer, or other
disposition of all or substantially all the assets of the Corporation, shall be
deemed to be a voluntary or involuntary liquidation, dissolution, or winding-up
of the Corporation.




5.           The
name and mailing address of the sole incorporator is as follows:




NAME
                              
                              MAILING ADDRESSJay
      Weil
                              
                              Shustak
      Jalil & Heller545
      Madison AvenueNew
      York, NY
10022




6.           The
Corporation is to have perpetual existence.




7.           No
contract or transactions 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, limited liability
company, 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 participates in the meeting of
the Board of Directors or committee that authorizes the contract or transaction,
or solely because his, her, or their votes are counted for such purpose, if: (a)
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; (b) 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 or transaction is specially approved
in good faith by vote of the stockholders; or (c) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved, or
ratified by the Board of Directors or a committee that authorizes the contract
or transaction. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
that authorizes the contract or transaction.









8.           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 (a) is or was a director or officer of the Corporation or (b) while a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, venturer, 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
Delaware Law, as the same exists or may hereinafter be amended. Such right shall
be a contract right and as such shall run to the benefit of any director or
officer who is to serve as a director or officer of the Corporation while this
Article 8 is in effect. Any repeal or amendment of this Article 8 shall be
prospective only and shall not limit the rights to 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 8. Such right
shall include the right to be paid by the Corporation expenses incurred in
defending any such proceeding in advance of its final disposition to the maximum
extent permitted under Delaware Law, 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 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 also be entitled to be paid
the expenses of prosecuting such claim. It shall be a defense to any such action
that such indemnification or advancement of costs of defense are not permitted
under Delaware Law, 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 of, or advancement of costs of defense to, the claimant is
permissible in the circumstances 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 be exclusive of any other right that any person may have or hereafter
acquire under any statute, bylaw, resolution of stockholders or directors,
agreement, or otherwise.




The
Corporation may additionally indemnify any employee or agent of the Corporation
to the fullest extent permitted by Delaware Law, as the same exists or may
hereafter be amended.




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.









9.           Elections
of directors need not be by written ballot unless the by-laws of the Corporation
shall provide.




10.         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 class of creditors, and /or of the stockholders or class 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 said reorganization shall, if sanctioned by the
court to which the said application has been made, be 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.




11.         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 (a) for any breach of the director’s duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, or (d) for any transaction
from which the director derived any improper personal benefit.




THE
UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this Certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly has
hereunto set my hand this 26th day of February, 2002.




/s/ Jay WeilJay
      Weil









CERTIFICATE
OF AMENDMENT


OF


CERTIFICATE
OF INCORPORATION


OF


VOICE
DIARY INC.




Voice
Diary Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,




DOES
HEREBY CERTIFY:




FIRST:
That the Board of Directors of said corporation, by the unanimous consent of its
members, filed with the minutes of the Board, 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 Voice Diary Inc. be amended by changing
the Fourth Article thereof so that, as amended, said Article shall be and read
as follows:




4. (a)
The total number of shares of capital stock of all classes of the Corporation
shall have the authority to issue is 20,010,000 shares of Common Stock (“Common
Stock”) which shall be divided into two classes as follows: (i) 20,000,000
shares of Class A Common Stock, par value $.01 per share (“Class A Common
Stock”) and (ii) 10,000 shares of Class B Common Stock, par value $.01 per share
(“Class B Common Stock”).




SECOND:
That in lieu of a meeting and vote of stockholders, the stockholders have given
unanimous written consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of
Delaware.




THIRD:
That the aforesaid amendment was duly adopted in accordance with the applicable
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.




IN
WITNESS WHEREOF, said Voice Diary Inc. has caused this certificate to be signed
by Arie Hinkis, its President, this 14th day of
May, 2003.




VOICE
      DIARY INC.By:
      /s/ Arie HinkisArie
      Hinkis, President and
Director










STATE
OF DELAWARE


CERTIFICATE
OF AMENDMENT


OF
CERTIFICATE OF INCORPORATION




The
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:




FIRST:
That at a meeting of the Board of Directors of VOICE DIARY INC. resolutions were
duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof. 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 thereof
numbered “4(a)” so that, as amended, said Article shall be and read as
follows:




4. (a) The total number of
shares of capital stock of all classes that the Corporation shall have the
authority to issue is 500,008,334 shares of Common Stock (“Common Stock”) which
shall be divided into two classes as follows: (i) 500,000,000 shares of Class A
Common Stock, par value $.01 per share (“Class A Common Stock”) and (ii) 8,344
shares of Class B Common Stock par value $.01 per share.




SECOND: That thereafter,
pursuant to resolution of its Board of Directors, a special meeting of the
stockholders of said corporation was duly called and held upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statute
were 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.




IN
WITNESS WHEREOF, said corporation has caused this certificate to be signed this
11th day of OCTOBER, 2006.




By:
      /s/ Wang, Ji GuangAuthorized
      OfficerTitle:
      PRESIDENTName:
      Wang, Ji GuangPrint
      or
Type










STATE
OF DELAWARE


CERTIFICATE
OF AMENDMENT


OF




Voice
Diary Inc.




1.           That
at a meeting of the Board of Directors of Voice Diary Inc. resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration thereof. The
resolution setting forth the proposed amendment as follows:




RESOLVED,
that the Certificate of Incorporation be amended by changing the Article thereof
numbered 2 (two) so that as amended, said Article 2 shall read as
follows:




Article
2. The address of its registered office in the State of Delaware is 341 Raven
Circle in the City of Wyoming, in the County of Kent. The name of the registered
agent at such address is Corporations USA, LLC.




1.           That
thereafter, pursuant to resolution of its Board of Directors, a special meeting
of the stockholders of said corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.




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




3.           That
the capital shall not be reduced under or by any reason of said
amendment.




In
Witness Hereof, the undersigned have executed this Certificate of Amendment this
twenty third day of April, A.D. 2007.




By: /s/ Wang, Ji
  GuangTitle:  President










STATE
OF DELAWARE


CERTIFICATE
OF AMENDMENT


OF
CERTIFICATE OF INCORPORATION




The
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:




FIRST:  That at a
meeting of the Board of Directors of VOICE DIARY INC. resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration
thereof.  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 thereof
numbered “1” so that, as amended, said Article shall be and read as
follows:




The name
of the Corporation is:  CHINA HEALTH RESOURCE, INC.




SECOND:  That
thereafter, pursuant to resolution of its Board of Directors, a special meeting
of the stockholders of said corporation was called and held upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statute
were 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.




IN WITNESS WHEREOF, said
corporation has caused this certificate to be signed this 8th day of May,
2007.




By:
      /s/ Wang, Ji GuangAuthorized
      OfficerTitle:  PresidentName: Wang, Ji
  Guang