Exhibit 3.1

CERTIFICATE OF OWNERSHIP AND

MERGER MERGING

CHINA YONGXIN PHARMACEUTICALS INC.

INTO

NUTRADYNE GROUP, INC.

(Pursuant to section 253 of the General Corporation Law of the state of Delaware)

Nutradyne Group, Inc., (the “Company”) a corporation organized and existing under the laws of the state of Delaware, does hereby certify:

First: That this Company was incorporated on September 13, 2004, pursuant to the General Corporation Law of the state of Delaware.

Second: That this Company owns all of the issued and outstanding shares of each class of the stock of China Yongxin Pharmaceuticals Inc., a corporation organized and existing under the laws of the state of Delaware.

Third: That this Company, by resolutions of its board of directors duly adopted by unanimous written consent on April 30, 2008, determined to merge into itself said China Yongxin Pharmaceuticals Inc. which resolutions are set forth on Exhibit A, attached hereto and incorporated herein.

Fourth:  The Certificate of Incorporation of the Company is hereby amended by deleting Article I of the Certificate of Incorporation in its present form and substituting therefore new Article I in the following form:  The name of the Company is China Yongxin Pharmaceuticals Inc.

Fifth:  The merger shall be effective May 13, 2008.

IN WITNESS WHEREOF, Nutradyne Group, Inc. has caused this Certificate of Merger to be executed by a duly authorized officer this 1st day of May, 2008

NUTRADYNE GROUP, INC.

By   /s/ Samuel Liu                     

Name:    Samuel Liu

Title:     President

Exhibit A

RESOLUTIONS OF MERGER

WHEREAS, the Company owns 1,000 shares of common stock of China Yongxin Pharmaceuticals Inc., constituting 100% of the outstanding common stock of China Yongxin Pharmaceuticals Inc., the only class of capital stock outstanding;

WHEREAS, Section 253 of the Delaware General Corporation Law (“DGCA”) permits the “short-form” merger into a parent corporation of a subsidiary corporation where at least 90% of the outstanding shares of each class of stock of the subsidiary corporation are owned by the parent corporation by executing, acknowledging and filing, in accordance with Section 103 of the DGCA, a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors to so merge and the date of adoption; and

WHEREAS, the board of directors of the Company believes, based on discussions with, the analysis of, and the recommendation of the Company’s management, and after consideration of the following factors, among others, that it is in the best interests of the Company’s stockholders to effect a short-form merger of China Yongxin Pharmaceuticals Inc. to effectuate a name change to better reflect the Company’s line of business after.

NOW, THEREFORE, BE IT RESOLVED, that the form of Certificate of Ownership and Merger (the “Certificate of Merger”) attached hereto as Exhibit A is hereby adopted and approved with such additions, modifications, or deletions as the officers of the Company deem necessary or appropriate and in the best interest of the Company and its stockholders.

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby are, authorized and directed to cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware.

RESOLVED FURTHER that the officers of the Company hereby are, and each of them with the full authority to act without the others hereby is, authorized, in the name and on behalf of the Company, to execute and deliver any and all contracts, deeds, and writings of any nature and to do any other act or thing that may be necessary or desirable to carry out the foregoing.