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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                   FORM 10-KSB/A
(MARK ONE)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
      For the annual period ended December 31, 2002

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the transition period from _________ to _________

                           COMMISSION FILE NO. 0-29015


                     AMERICAN ORIENTAL BIOENGINEERING, INC.
                     --------------------------------------
                 (Name of Small Business Issuer in Its Charter)

            NEVADA                                      84-0605867
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


            NO.308 XUEFU ROAD, NANGANG DISTRICT, HARBIN, CHINA, 150086
                    (Address of principal executive offices)

                                 86-451-666-6601
                (Issuer's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                         COMMON STOCK, PAR VALUE $0.001
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports); and (2) has been
subject to such filing requirements for the past 90 days.
      Yes [X]       No [ ]

Indicate the number of shares outstanding of each of the issuer's class of
common stock as of the latest practicable date:

Title of each class of Common Stock            Outstanding as December 31, 2002
-----------------------------------            --------------------------------
Common Stock, $0.001 par value                             11,341,017

Transitional Small Business Disclosure Format (check one):
      Yes [ ]       No [X]


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Explanatory Note Regarding the Purpose of this Amendment

American Oriental Bioengineering, Inc. is filing this report on Form 10-KSB/A to
amend its annual report for the period ended December 31, 2002. The date of
filing the original Form 10-KSB for the period ended December 31, 2002, was
April 14, 2003. The main body of the report and of the financial statements
contained in the Form 10-KSB are not amended. We are filing this amendment to
include, in Item 13, the Exhibit List that was inadvertently omitted from the
original filing.



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                                TABLE OF CONTENTS


PART III

Item 13.    Exhibits and Reports on Form 8K .................................13



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                                    PART III

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits Pursuant to Item 601 of Regulation S-B:

Exhibit
Number                 Title
------                 -----
2.1      Purchase Agreement, dated as of August 18, 2002, by and between
         American Oriental Bioengineering, Inc. ("AOBO"), a Nevada corporation
         and Shujun Liu (the "Project Owner") (incorporated by reference to the
         Report on Form 14-C of American Oriental Bioengineering, Inc.
         (Commission File No. 000-29785), filed with the Commission on October
         15, 2002).

10.1     Consulting Agreement, dated as of June 2, 2002, by and between American
         Oriental Bioengineering, Inc. ("AOBO"), a Nevada corporation and Bai
         Cao (the "Consultant") (incorporated by reference to the Report on Form
         S-8 of American Oriental Bioengineering, Inc. (Commission File No.
         333-92370), filed with the Commission on July 15, 2002).

10.2     Consulting Agreement, dated as of June 2, 2002, by and between American
         Oriental Bioengineering, Inc. ("AOBO"), a Nevada corporation and Kou Yu
         Min (the "Consultant") (incorporated by reference to the Report on Form
         S-8 of American Oriental Bioengineering, Inc. (Commission File No.
         333-92370), filed with the Commission on July 15, 2002).

10.3     Consulting Agreement, dated as of June 2, 2002, by and between American
         Oriental Bioengineering, Inc. ("AOBO"), a Nevada corporation and Zhong
         Bing Xiao (the "Consultant") (incorporated by reference to the Report
         on Form S-8 of American Oriental Bioengineering, Inc. (Commission File
         No. 333-92370), filed with the Commission on July 15, 2002).

16       Letter, dated May 16, 2002 from Larry O'Donnell, CPA, PC, the
         Registrant's former auditor, to the Securities and Exchange Commission
         pursuant to Item 4 of Form 8-K/A report (incorporated by reference to
         the Report on Form 8-K/A American Oriental Bioengineering, Inc.
         (Commission File No.000-29785, filed with the Commission on June 3,
         2002).


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21       Subsidiaries of the Registrant

31.1     Certification of Shujun Liu, Chief Executive Officer of American
         Oriental Bioengineering, Inc. pursuant to Rule 13a -14(a)/15d-14(a) of
         the Securities Exchange Act of 1934.

31.2     Certification of Yanchun Li, Chief Financial Officer of American
         Oriental Bioengineering, Inc. pursuant to Rule 13a - 4(a)/15d-14(a) of
         the Securities Exchange Act of 1934.

31.1     Certification of Chief Executive Officer of American Oriental
         Bioengineering, Inc. pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Shujun Liu.

31.2     Certification of Chief Financial Officer of American Oriental
         Bioengineering, Inc. pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Yanchun Li.

(b)      Reports on Form 8-K.

No report on Form 8-K was filed during the last quarter of the period covered by
this report.


                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.


AMERICAN ORIENTAL BIOENGINEERING, INC.


By /s/  Shujun Liu
   ------------------------------------
   SHUJUN LIU
   CHIEF EXECUTIVE OFFICER AND CHAIRMAN

DATED: APRIL 18, 2005


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