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                                                                     Exhibit 3.1


                          Certificate of Designations,
                    Voting Powers, Preferences, Limitations,
                      Restrictions, and Relative Rights of
                              Series A Convertible
                        Preferred Stock, $0.001 Par Value


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                        Pursuant to Section 78.195 of the
                 General Corporation Law of the State of Nevada

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     Score One, Inc., a Nevada corporation (the "Corporation"), does hereby
certify that the following resolution has been duly adopted by the Board of
Directors of the Corporation (the "Board"):

     RESOLVED, that, pursuant to the authority expressly granted to and vested
in the Board by the provisions of the Articles of Incorporation (the "Articles
of Incorporation") of the Corporation, there hereby is created a series of
Preferred Stock, $0.001 par value, which series shall have the following
designations, powers, preferences, rights, qualifications, limitations and
restrictions (in addition to the designations, powers, preferences, rights,
qualifications, limitations and restrictions set forth in the Articles of
Incorporation which are applicable to the Preferred Stock).

     1.   Designation; Number of Shares.

     The designation of said series of Preferred Stock shall be Series A
Convertible Preferred Stock (the "Series A Preferred Stock"). The number of
shares of Series A Preferred Stock shall initially be 500,000, subject to
adjustment for stock dividends, combinations or splits with respect to such
shares. Each share of Series A Preferred Stock shall have a stated value equal
to $0.001 (as adjusted for any stock dividends, combinations or splits with
respect to such shares) (the "Stated Value"). The date on which any share of
Series A Preferred Stock is issued shall hereinafter be referred to as the
"Original Issue Date" with respect to each such share.

     2.   Dividends.

     Except as required by any applicable law, shares of Series A Preferred
Stock shall not entitle their holders to any dividend rights.

     3.   Liquidation Rights.

          (a) Upon the dissolution, liquidation or winding-up of the
Corporation, whether voluntary or involuntary, the holders of the Series A
Preferred Stock shall be entitled to receive, before any payment or distribution
shall be made on any shares of Common Stock or other class of stock junior to
the Series A Preferred Stock (the Common Stock and such junior


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stock being hereinafter collectively the "Junior Stock"), out of the assets of
the Corporation available for distribution to stockholders, the Stated Value per
share of Series A Preferred Stock. Upon the payment in full of all amounts due
to holders of the Series A Preferred Stock, the holders of the Common Stock of
the Corporation and any other shares of Junior Stock shall receive all remaining
assets of the Corporation legally available for distribution. If the assets of
the Corporation available for distribution to the holders of the Series A
Preferred Stock shall be insufficient to permit payment in full of the amounts
payable as aforesaid to the holders of Series A Preferred Stock upon such
liquidation, dissolution or winding-up, whether voluntary or involuntary, then
all such assets of the Corporation shall be distributed, to the exclusion of the
holders of shares of Junior Stock, ratably among the holders of the Series A
Preferred Stock and any other stock of equal ranking.

          (b) Neither the purchase nor the redemption by the Corporation of
shares of any class of stock, nor the merger or consolidation of the Corporation
with or into any other corporation or corporations, nor the sale or transfer by
the Corporation of all or any part of its assets, shall be deemed to be a
liquidation, dissolution or winding-up of the Corporation for the purposes of
this paragraph 3. Holders of the Series A Preferred Stock shall not be entitled,
upon the liquidation, dissolution or winding-up of the Corporation, to receive
any amounts with respect to such stock other than the amounts referred to in
this paragraph 3.

     4.   Conversion into Common Stock.

          (a) Rights to Convert. Subject to subparagraph (d) of this Section 4,
each share of Series A Preferred Stock shall be convertible, at the option of
the holder thereof, at any time after the first anniversary of the Original
Issuance Date, at the office of the Corporation or any transfer agent for the
Series A Preferred Stock, into one fully paid and nonassessable share of the
Corporation's Common Stock (the "Conversion Shares") subject to adjustment as
set forth in subparagraph (d) of this Section 4.

          (b) Mandatory Conversion. Subject to subparagraph (d) of this Section
4, on the third anniversary of the Original Issue Date each share of Series A
Preferred Stock shall be automatically converted into one fully paid and
nonassessable share of the Corporation's Common Stock.

          (c) Mechanics of Conversion. Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common Stock, such
holder shall surrender the certificate or certificates therefor, duly endorsed,
at the office of the Corporation or of any transfer agent for the Series A
Preferred Stock, and shall give written notice by mail, postage prepaid, to the
Corporation at its principal corporate office, of the election to convert the
same and shall state therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. The Corporation shall,
as soon as practicable thereafter, issue and deliver at such office to such
holder of Series A Preferred Stock, or to the nominee or nominees of such
holder, a certificate or certificates for the number of shares of Common Stock
to which such holder shall be entitled as aforesaid. Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of such surrender of the shares of Series A Preferred Stock to be converted, and
the person or persons entitled to receive the shares of Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date.


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          (d) Adjustments to Conversion Price for Certain Other Events.

              (i) Adjustments for Subdivisions, Combinations or Consolidation of
Common Stock. In the event the outstanding shares of Common Stock shall be
subdivided (by stock split, stock dividend, or otherwise) into a greater number
of shares of Common Stock, the number of Conversion Shares issuable upon
conversion of the Series A Preferred Stock shall, concurrently with the
effectiveness of such subdivision, be proportionately decreased. In the event
the outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common Stock,
the number of Conversion Shares issuable upon conversion of the Series A
Preferred Stock shall, concurrently with the effectiveness of such combination
or consolidation, be proportionately increased.

              (ii) Adjustments for Other Distributions. In the event the
Corporation at any time or from time to time makes, or fixes a record date for
the determination of holders of Common Stock entitled to receive, any
distribution payable in securities of the Corporation other than shares of
Common Stock and other than as otherwise adjusted in this Section 4, then and in
each such event provision shall be made so that the holders of Series A
Preferred Stock shall receive upon conversion thereof, in addition to the number
of shares of Common Stock receivable thereupon, the amount of securities of the
Corporation which such holders would have received had their respective Series A
Preferred Stock been converted into Common Stock on the date of such event and
had they thereafter, during the period from the date of such event to and
including the date of conversion, retained such securities receivable by them as
aforesaid during such period, subject to all other adjustments called for during
such period under this Section 4 with respect to the rights of the holders of
the Series A Preferred Stock.

              (iii) Adjustments for Reclassification, Exchange and Substitution.
If the Common Stock issuable upon conversion of the Series A Preferred Stock
shall be changed into the same or a different number of shares of any other
class or classes of stock, whether by capital reorganization, reclassification
or otherwise (other than a subdivision or combination of shares provided for
above), the number of Conversion Shares issuable upon conversion of the Series A
Preferred Stock shall, concurrently with the effectiveness of such
reorganization or reclassification, be proportionately adjusted such that the
respective Series A Preferred Stock shall be convertible into, in lieu of the
number of shares of Common Stock which the holders would otherwise have been
entitled to receive, a number of shares of such other class or classes of stock
equivalent to the number of shares of Common Stock that would have been subject
to receipt by the holders upon conversion of the respective shares of Series A
Preferred Stock immediately before that change.

          (e) No Impairment. The Corporation will not, by amendment of its
Articles of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 4 and in the taking of all such action as may
be necessary or appropriate in order to protect the conversion rights of the
holders of the Series A Preferred Stock against impairment.


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          (f) No Fractional Shares and Certificate as to Adjustments.

              (i) No fractional shares shall be issuable upon conversion of any
share or shares of Series A Preferred Stock; and the number of shares of Common
Stock to be issued shall be rounded down to the nearest whole share. If any
fractional interest in a share of Common Stock would, except for the provisions
of this subparagraph (f), be deliverable upon conversion of the Series A
Preferred Stock then being converted by a stockholder, the Corporation shall pay
to the holders of such converted stock an amount in cash equal to the current
market value of such fractional interest, as determined by the Board of
Directors.

              (ii) Upon the occurrence of each adjustment or readjustment of the
number of Conversion Shares issuable upon conversion of the Series A Preferred
Stock pursuant to this Section 4, the Corporation, at its expense, shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and prepare and furnish to each holder of Series A Preferred Stock a
certificate of its Chief Financial Officer setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series A Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (A) such adjustment and
readjustment, and (B) the number of shares of Common Stock and the amount, if
any, of other property which at the time would be received upon the conversion
of Series A Preferred Stock.

          (g) Notices of Record Date. Any notice required by the provisions of
this Section 4 to be given to the holders of shares of Series A Preferred Stock
shall be deemed given three days after deposit in the United States first class,
certified or registered mail, postage prepaid, and addressed to each holder of
record at his address appearing on the books of the Corporation.

     In case at any time the Corporation shall propose:


              (i) to pay any dividend or distribution payable in shares upon its
Common Stock or make any distribution (other than cash dividends) to the holders
of its Common Stock or other class of preferred stock other than in accordance
with the terms thereof; or

              (ii) to offer for subscription to the holders of its Common Stock
or Preferred Stock, other than in accordance with the terms thereof, any
additional shares of any class or any other rights; or

              (iii) any capital reorganization or reclassification of its
shares, or the consolidation or merger of the Corporation with another
corporation; or

              (iv) the voluntary dissolution, liquidation or winding-up of the
Corporation;

then, and in any one or more of said cases, the Corporation shall cause at least
fifteen (15) days prior notice of the date on which (A) the books of the
Corporation shall close, or a record be taken for such stock dividend,
distribution or subscription rights, or (B) such capital reorganization,
reclassification, consolidation, merger, dissolution, liquidation or winding-up


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shall take place, as the case may be, to be mailed to the transfer agent for the
Series A Preferred Stock and for the Common Stock and to the holders of record
of the Series A Preferred Stock.

          (h) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the conversion of the
shares of the Series A Preferred Stock such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Preferred Stock; and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of the Series A
Preferred Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

              (i) The Corporation shall pay the amount of any and all issue
taxes which may be imposed in respect of any issue or delivery of stock upon the
conversion of any shares of Series A Preferred Stock, but all transfer taxes
that may be payable in respect of any change of ownership of Series A Preferred
Stock, or any rights represented thereby, or of stock receivable upon conversion
thereof, shall be paid by the person or persons surrendering such stock for
conversion.

     6. Voting Rights.

     Except as required by applicable law, shares of Series A Preferred Stock
shall not entitle its holder to any voting rights, but such holder shall be
entitled to a notice of any stockholders' meeting in accordance with the By-laws
of the Corporation.

     7. Status of Converted Stock.

     In case any shares of Series A Preferred Stock shall be converted pursuant
to Paragraph 4 hereof, the shares so converted shall resume the status of
authorized but unissued shares of Preferred Stock and shall no longer be
designated as Series A Preferred Stock.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
executed on its behalf by its Chief Executive Officer this 15th day of April
2002.


                                        SCORE ONE, INC.


                                        By: /s/ Wing Cheong Ho
                                           ---------------------------------
                                           Wing Cheong Ho
                                           President and Chief Executive Officer



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