EXHIBIT 3.1


                         CERTIFICATE OF AMENDMENT TO THE
                          CERTIFICATE OF INCORPORATION
                                OF ZHONGPIN INC.

        (Pursuant to Section 242 of the Delaware General Corporation Law)


         Zhongpin Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,  does hereby certify as
follows:

         1. The name of the Corporation is Zhongpin Inc. (the "CORPORATION").

         2. That the original  Certificate of  Incorporation of the Corporation,
as  subsequently  amended,  was filed on February 4, 2003 (the  "CERTIFICATE  OF
INCORPORATION").

         3. The  Certificate  of  Incorporation  of the  Corporation  is  hereby
amended  by  deleting  Article  "FOURTH"  thereof  and  replacing  it  with  the
following:

            "FOURTH:  The total  number of shares  of  capital  stock  which the
            Corporation shall have authority to issue is one hundred twenty-five
            million   (125,000,000)   shares,   of  which  one  hundred  million
            (100,000,000)  shares  shall be Common  Stock,  par value  $.001 per
            share  without  cumulative  voting  rights  and  without  preemptive
            rights,  and  twenty-five  million   (25,000,000)  shares  shall  be
            Preferred Stock, par value $.001 per share.

            The Board of Directors of the Corporation is expressly authorized at
            any time,  and from time to time,  to provide  for the  issuance  of
            shares  of  Preferred  Stock  in  one  or  more  series,  with  such
            designations,  preferences and relative, participating,  optional or
            other  special   rights,   and   qualifications,   limitations,   or
            restrictions  thereof,  as  shall be  stated  and  expressed  in the
            resolution or resolutions providing for the issue thereof adopted by
            the Board of Directors."

         4. The foregoing  amendment was duly approved by the Board of Directors
and  recommended  to be  adopted  by  the  stockholders  of the  Corporation  in
accordance  with Section 242 of the Delaware  General  Corporation  Law, and was
adopted  by the  written  consent  of the  stockholders  of the  Corporation  in
accordance with Section 228 of the Delaware General Corporation Law.

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment to be executed on its behalf this __ day of __________, 2007.

                                            ZHONGPIN INC.

                                            By:
                                               ---------------------------------
                                            XIANFU ZHU
                                            Chief Executive Officer, Chairman