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EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                     AMERICAN ORIENTAL BIOENGINEERING, INC.

The undersigned, being the President of American Oriental Bioengineering, Inc, a
corporation organized and existing under and by virtue of the laws of the state
of Nevada (hereinafter called the "Corporation"), DOES HEREBY CERTIFY THAT:

         A. The Board of Directors of the Corporation, by unanimous written
consent of its members, filed with the minutes of the Board duly adopted a
resolution setting forth a proposed amendment and restatment of the Articles of
Incorporation of the Corporation, which shall supresede the existing Articles of
Incorporation of the Corporation and all amednments and supplements thereto,
declaring such amendment to be advisable and directing that the proposal be
placed before the Stockholders of the Corporation for consideration thereof. The
text of the amendment, consisting of Articles I through XII within quotation
marks, is as follows :

"ARTICLE I - NAME:                  The name of the Corporation is:

                                    American Oriental Bioengineering, Inc.

ARTICLE II -REGISTERED OFFICE; RESIDENT AGENT:

The address of its registered office in the State of Nevada is Corporation Trust
Center, 6100 Neil Road, Suite 500, in the City of Reno. The name of its resident
agent at such address is The Corporation Trust Company.

ARTICLE III - DURATION:             The Corporation shall have perpetual
                                    existence.

ARTICLE IV - PURPOSES: The purpose, object and nature of the business for which
this Corporation is organized are (a) to engage in any lawful activity permitted
by a Nevada corporation; (b) to carry on such business as may be necessary,
convenient, or desirable to accomplish the above purposes, and to do all other
things incidental thereto which are not forbidden by law or by these Articles of
Incorporation.

ARTICLE V - POWERS:                 The powers of the Corporation shall be all
of those powers granted by the Nevada Revised Statutes (the "NRS"), under
which the Corporation is formed.


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ARTICLE VI - CAPITAL STOCK:

         The amount of the total authorized capital stock of the Corporation,
         and the number and par value of the shares of which it is to consist,
         is 62,000,000 shares, divided into two classes as follows:

         2,000,000 shares shall be Preferred Stock, $0.01 par value per share
         ("Preferred Stock");

         60,000,000 shares shall be Common Stock, $0.01 par value per share
         ("Common Stock"); and

         Shares of any class of stock of the Corporation may be issued for such
         consideration and for each corporate purpose as the Board of Directors
         may from time to time determine.

         The following is a description of the different classes and a statement
         of the relative rights of the holder of the Preferred Stock and the
         Common Stock.

         PREFERRED STOCK

         The Board of Directors of the Corporation is authorized at any time and
         from time to time to provide for the issuance of shares of Preferred
         Stock of the Corporation in one or more series with such voting power,
         full or limited, or without voting powers, and with such designations,
         preferences and relative, participating, optional or other special
         rights, and qualifications, limitations or restrictions thereof as are
         stated and expressed in these Articles of Incorporation, and to the
         extent not to stated or expressed, as may be stated and expressed in a
         resolution or resolutions establishing such series and providing for
         the issuance thereof adopted by the Board of Directors pursuant to the
         authority to do so which is hereby expressly vested in it, including,
         without limiting the generality of the foregoing, the following:

         1.       the designation and number of shares of each such series;

         2.       the dividend rate of each such series, the conditions and
                  dates upon which such dividends shall be payable, the
                  preferences or relation of such dividends to dividends payable
                  on any other class or classes of capital stock of the
                  Corporation, and whether such dividends shall be cumulative or
                  non-cumulative;

         3.       whether the shares of each such series shall be subject to
                  redemption by the Corporation, and, if made subject to such
                  redemption, the times, prices, rates, adjustments and other
                  terms and conditions of such redemption;

         4.       the terms and amount of any sinking or similar fund provided
                  for the purchase or redemption of the shares of each such
                  series;

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         5.       whether the shares of each such series shall be convertible
                  into or exchangeable for shares of capital stock or other
                  securities of the Corporation or of any other corporation,
                  and, if provision be made for conversion or exchange, the
                  times, prices, rates, adjustments and other terms and
                  conditions of such conversion or exchange;

         6.       the extent, if any, to which the holders of the shares of any
                  series shall be entitled to vote as a class or otherwise with
                  respect to the election of directors or otherwise;

         7.       the restrictions and conditions, if any, upon the issue or
                  release of any additional Preferred Stock ranking on a parity
                  with or prior to such shares as to dividends or upon
                  dissolution;

         8.       the rights of the holders of the shares of such series upon
                  the dissolution of, or upon the distribution of assets of, the
                  Corporation, which rights may be different in the case of
                  voluntary dissolution that the case of involuntary
                  dissolution; and

         9.       any other relative rights, preferences or limitations of
                  shares of such series consistent with this Article VI and
                  applicable law.

         The powers, preferences and relative, participating, optional and other
         special rights of each series of Preferred Stock of the Corporation,
         and the qualifications, limitations or restrictions thereof, if any,
         may differ from those of any and all other series at any time
         outstanding. All shares of any one series of Preferred Stock of the
         Corporation shall be identical in all respects with all other shares of
         such series, except that shares of any one series issued at different
         times may differ as to the dates from which dividends thereon shall
         accrue or shall be cumulative. Except as may otherwise be required by
         law or these Articles of Incorporation, the terms of any series of
         Preferred Stock may be amended without consent of the holders of any
         other series of Preferred Stock or of any class of capital stock of the
         Corporation.

         COMMON STOCK

         VOTING RIGHTS

                  (a)      Each share of Common Stock shall entitle the holder
                           thereof to one vote for each share held.

                  (b)      No holder of Common Stock shall have the right to
                           cumulate votes in the election of Directors of the
                           Corporation or for any other purpose.

         DIVIDENDS.

         Subject to the rights of holders of Preferred Stock of the Corporation,
         the holders of Common Stock shall be entitled to share, on a pro rata
         basis, in any and all dividends, payable in cash or otherwise, as may
         be declared in respect of their holdings by the Board of Directors from
         time to time out of assets or funds of the Corporation legally
         available therefor.


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         PROVISIONS APPLICABLE TO ALL CLASSES

         LIQUIDATION RIGHTS.

         In the event of any dissolution, liquidation or winding up of the
         affairs of the Corporation, whether voluntary or involuntary, after
         payment or provision for payment of the debts and other liabilities of
         the Corporation, the holders of each series of Preferred Stock shall be
         entitled to receive, out of the net assets of the Corporation, an
         amount for each share of Preferred Stock equal to the amount fixed and
         determined in accordance with the respective rights and priorities
         established by the Board of Directors in any resolution or resolutions
         providing for the issuance of any particular series of Preferred Stock
         before any of the assets of the Corporation shall be distributed or
         paid over to holders of Common Stock. After payment in full of said
         amounts to the holders of Preferred Stock of all series, any remaining
         assets shall be distributed to the holders of Common Stock. A merger or
         consolidation of the Corporation with or into any other corporation or
         a sale or conveyance of all or any material part of the assets of the
         Corporation (that does not in fact result in the liquidation of the
         Corporation and the distribution of assets to stockholders) shall not
         be deemed to be a voluntary or involuntary liquidation or dissolution
         or winding up of the Corporation within the meaning of this paragraph.

         PRE-EMPTIVE RIGHTS.

         No stockholder of the Corporation, by reason of his holding any shares
         of any class of the Corporation, shall have any pre-emptive or
         preferential right to acquire or subscribe for any treasury or unissued
         shares of any class of the Corporation now or hereafter to be
         authorized, or any notes, debentures, bonds, or other securities
         convertible into or carrying any right, option or warrant to subscribe
         for or acquire shares of any class of the Corporation now or hereafter
         to be authorized, whether or not the issuance of any such shares, or
         such notes, debentures, bonds or other securities would adversely
         affect the dividends or voting rights of such stockholder, and the
         Board of Directors of the Corporation may issue shares of any class of
         this Corporation, or any notes, debentures, bonds or other securities
         convertible into or carrying rights, options or warrants to subscribe
         for or acquire shares of any class of the Corporation, without offering
         any such shares of any class of the Corporation, either in whole or in
         part, to the existing stockholders of any class of the Corporation.

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         CONSIDERATION FOR SHARES.

         The Common Stock and Preferred Stock shall be issued for such
         consideration as shall be fixed from time to time by the Board of
         Directors. In the absence of fraud, the judgment of the Directors as to
         the value of any consideration for shares shall be conclusive. When
         such shares are issued upon payment of the consideration fixed by the
         Board of Directors, such shares shall be taken to be fully paid stock
         and shall be non-assessable. This provision shall not be amended in
         this particular.

         STOCK RIGHTS AND OPTIONS.

         The Corporation shall have the power to create and issue rights,
         warrants or options entitling the holders thereof to purchase from the
         Corporation any shares of its capital stock of any class or classes
         upon such terms and conditions and at such times and places as the
         Board of Directors may provide, which terms and conditions shall be
         incorporated in an instrument or instruments evidencing such rights. In
         the absence of fraud, the judgment of the Board of Directors as to the
         adequacy of consideration for the issuance of such rights or options
         and the sufficiency thereof shall be conclusive.

ARTICLE VII - ASSESSMENT OF STOCK: No capital stock of this Corporation, after
the amount of the subscription price (which shall not be less than the par value
thereof) has been fully paid in, shall be assessable for any purpose, and no
stock issued as fully paid up shall ever be assessable or assessed. The holders
of such stock shall not be individually responsible for the debts, contracts, or
liabilities of the Corporation and shall not be liable for assessments to
restore impairments in the capital of the Corporation.

ARTICLE VIII - DIRECTORS: For the management of the business, and for the
conduct of the affairs of the Corporation, and for the future definition,
limitation, and regulation of the powers of the Corporation and its directors
and stockholders, it is further provided:

         Section 1.        SIZE OF BOARD. The number of directors of the
                           Corporation, their qualifications, terms of office,
                           manner of election, time and place of meeting, and
                           powers ad duties shall be such as are prescribed by
                           NRS and in the By-laws of the Corporation.

         Section 2.        POWERS OF BOARD.  The Board shall have all such
                           powers as are allowed under the NRS.

         Section 3.        INTERESTED DIRECTORS. No contract or transaction
                           between this Corporation and any of its directors, or
                           between this Corporation and any other corporation,
                           firm, association, or other legal entity shall be
                           invalidated solely by reason of the fact that the
                           director of the Corporation has a direct interest,
                           pecuniary or otherwise, in such corporation, firm,
                           association, or legal entity, or because the
                           interested director was present at the meeting of the
                           Board of Directors which acted upon or in reference
                           to such contract or transaction, or because he
                           participated in such action, provided that the
                           Corporation is in compliance with one or more of the
                           conditions of Section 78.140 of the NRS (or any
                           successor provision thereto).

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ARTICLE IX - LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS. The personal
liability of a director or officer of the Corporation to the Corporation or the
stockholders for damages for breach of fiduciary duty as a director or officer
shall be limited to acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, to the extent permissible under the NRS.

ARTICLE X - INDEMNIFICATION. The Corporation shall indemnify its officers and
directors to the greatest extent permitted by the laws of Nevada and may advance
the cost of litigation to permitted persons to the extent permitted under Nevada
law.

ARTICLE XI - PLACE OF MEETING; CORPORATE BOOKS. Subject to the NRS, the
stockholders and the Directors shall nave power to hold their meetings, and the
Directors shall have power to have an office or offices and to maintain the
books of the Corporation either inside or outside of the State of Nevada, at
such place or places as may from time to time be designated in the By-Laws or by
appropriate resolution.

ARTICLE XII - AMENDMENT OF ARTICLES. The provisions of these Articles of
Incorporation may be amended, altered or repealed from time to time to the
extent and in the manner prescribed by the NRS, and additional provisions
authorized by such laws as are then in force may be added. All rights herein
conferred on the directors, officers and stockholders are granted subject to
this reservation."

                                END OF AMENDMENT

         B. There are no other amendments to the Articles of Incorporation

         C. Pursuant to the resolution of the Corporation's Board of Directors,
the foregoing Amendment was duly approved by affirmative vote of the holders of
7,161,997 of the 10,141,017 shares of common stock outstanding and entitled to
vote on the proposed amendment, a number sufficient for approval, all in
accordance with the Nevada Revised Statutes and the existing Articles of
Incorporation and By-laws of the Corporation.

 DATED:  May 7th, 2002

AMERICAN ORIENTAL BIOENGINEERING, INC.

                                                   By         Shujun Liu
                                                       -------------------------
                                                              Shujun Liu
                                                              President