Exhibit 3.1



                        CERTIFICATE OF AMENDMENT OF
                      CERTIFICATE OF INCORPORATION OF
                            LOTUS PACIFIC, INC.


    LOTUS PACIFIC, 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 at a meeting duly
convened and held, adopted the following resolution:

    RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:

     FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:

     One Hundred Million (100,000,000) shares with a par value of One Tenth of
     One Mil ($0.001) per share, are Common Stock and Ten Million (10,000,000)
     shares with a par value of One Tenth of One Mil ($0.001) per share, are
     Preferred Stock and Four Thousand Three Hundred (4,300) shares with a par
     value of One Tenth of One Cent per share, a Class A Preferred Stock.

    SECOND: That the said amendment has been consented to and authorized by the
holders of a majority of the issued and outstanding stock entitled to vote by
written consent given 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 Section 242 and 228 of the General Corporation Law of
the State of Delaware.

    IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Jeremy Wang this 25th day of May A.D. 1999.



                                         /s/   Jeremy Wang
                                      ------------------------
                                       Jeremy Wang, President