<Page>

          As filed with the Securities and Exchange Commission on July 12, 2002


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                     AMERICAN ORIENTAL BIOENGINEERING, INC.
             (Exact name of registrant as specified in its charter)


                   Nevada                     911948329
         (State of Incorporation)   (IRS Employer Identification No.)



            NO.12 JIANCE ROAD, NANGANG DISTRICT, HARBIN, CHINA, 15008
                    (Address of principal executive offices)
                                 86-451-666-6601
                (Issuer's telephone number, including area code)

                         Internet Golf Association, Inc.
      (Former name, former address and former fiscal year, if changed since
                                  last report)

                              CONSULTING AGREEMENTS
                              (Full title of plan)

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
--------------------------------------------------------------------------------
    Title of      Amount to be      Proposed        Proposed        Amount of
 Securities to     Registered        Maximum         Maximum      Registration
 be Registered                   Offering Price     Aggregate          Fee
                                  Per Share(1)      Offering
                                                    Price(1)
--------------------------------------------------------------------------------
<S>               <C>                 <C>           <C>              <C>
 Common Shares    1,200,000(2)        $0.80         $840,000         $77.28
--------------------------------------------------------------------------------
</Table>


(1) Estimated solely for the purpose of computing the registration fee upon the
basis of fluctuating market prices pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended. The Proposed Maximum Offering Price Per
Share was determined by averaging the high and low prices of the common shares
of American Oriental Bioengineering, Inc., as reported on the Over the Counter
Bulletin Board on July 11, 2002.

(2) Consists of shares reserved for issuance pursuant to the consulting
agreements as described herein. This registration statement also relates to
such indeterminate number of additional shares of common stock of American
Oriental Bioengineering, Inc, as may be issuable as a result of stock splits,
stock dividends or similar transactions.

<Page>


PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information

This Prospectus is part of a Registration Statement which registers an aggregate
of 1,200,000 shares of our common stock, $.001 par value, which will be issued
as set forth herein to the following named persons who are "Selling
Shareholders":

<Table>
<Caption>
     Name            Number of Shares         Services to Be Provided to the Company
<S>                      <C>                  <C>
Zhang Bing Xiao          300,000              Mr. Xiao will research and report
                                              on the market for our products and those
                                              of our competitors. In light of his
                                              conclusions, he will formulate our sales
                                              strategies, promotional and sale
                                              campaigns.

Bai Cao                  450,000              Mr. Cao will conduct research and
                                              development in the field bio-engineering
                                              technology, health supplements and food
                                              products. He will also a research the
                                              application of such results to commercial
                                              production.

Kou Yu Min               450,000              Mr. Min will provide expertise on the
                                              production work flow for the
                                              manufacturing of cancer-treatment
                                              products that employ protein peptide. He
                                              will also develop solutions to problems
                                              that arise in connection of the
                                              manufacture of such products.
</Table>

      On June 2, 2002, we entered into consulting agreements for services as
summarized aboved with Zhang Bing Xiao, Bai Cao and Koa Yu Min. We have been
advised by the consultants that they may sell all or a portion of the shares of
common stock owned by them from time to time through securities brokers/dealers
at current market prices and that no commissions or compensation will be paid in
connection therewith in excess of customary brokers commissions.

      No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this prospectus, in
connection with the offer contained in this prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in our affairs since the date hereof.

      The shares of common stock offered hereby will be sold from time to time
by the individuals listed under the selling shareholders section of this
document. The selling shareholders acquired the shares pursuant to
compensatory benefit plans for consulting services that the selling
shareholders will provide to us. The sales may occur in transactions on the
NASD over-the-counter market at prevailing market prices or in negotiated
transactions. We will not receive proceeds from the sale of any of the shares
registered here. Pursuant to the constuling agreements, we are paying for the
expenses incurred in registering the shares.

      The shares are "restricted securities" under the Securities Act and the
regulations promulgated thereunder before their sale under this registration
statement. The reoffer prospectus has been prepared for the purpose of
registering the shares under the Securities Act to allow for future sales by the
selling shareholder to the public without restriction. To our knowledge, no
selling shareholder has any arrangement with any brokerage firm for the sale of
the shares. Each selling shareholder may be deemed to be an "underwriter" within
the meaning of the Securities Act and the regulations promulgated thereunder.
Any commissions received by a broker or dealer in connection with resales of the
shares may be deemed to be underwriting commissions or discounts under the
Securities Act.

      This reoffer prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the securities covered
by this prospectus, nor does it constitute an offer or solicitation by anyone in
any

<Page>

jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation.

Item 2. Registrant Information and Employee Plan Annual Information.

WE HEREBY UNDERTAKE TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS REGISTRATION
STATEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED
TO No. 12 Jionce Road, Nongang District, Harbin, China, 15008.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      We have filed the following documents with the Securities and Exchange
Commission within the preceding fiscal year: a Quarterly Report on Form 10QSB,
filed, on May 17, 2002, and an Annual Report on Form 10KSB, filed on April 12,
2002. The above referenced reports, which were previously filed with the
Commission are incorporated herein by reference.

      All documents filed by us pursuant to Section 13, or 15 (d) of the
Exchange Act after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

Item 4. Description of Securities

      We are authorized to issue 100,000,000 shares of Common Stock, $0.001 par
value. Our stock is currently traded on the OTCBB, under the symbol AOBO. The
presently outstanding shares of common stock are fully paid and nonassessable.
As of May 31, 2002, approximately 10,141,017 shares of our common stock were
outstanding not including those shares being registered in this statement. Each
holder of the common stock is entitled to one vote for each share of stock
standing in its name. Dividends may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record date, as provided in the By-laws, prior to the
dividend payment for the purposes of determining shareholders entitled to
receive payment of any dividend. The Board of Directors may close the stock
transfer books for such purpose for a period of not more than ten (10) days
prior to the payment date of such dividend. Except as may otherwise be provided
by the Board of Directors, no holder of any shares of our common stock shall
have any preemptive right to purchase, subscribe for, or otherwise acquire any
shares of our common stock or any other class of shares hereafter authorized, or
any securities exchangeable for or convertible into such shares, or any warrants
or other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares. Our registrar and transfer agent is
ComputerShare Investor Services. Under current Nevada law, a shareholder is
afforded dissenters' rights which, if properly exercised, may require us to
purchase his shares Dissenters' rights commonly arise in extraordinary
transactions such as mergers, consolidations, reorganizations, substantial
asset sales, liquidating distributions, and certain amendments to a company's
certificate of incorporation. There are no shares of preferred stock
authorized.

Item 5. Interests of Named Experts and Counsel.

None.


<Page>

Item 6. Indemnification of Directors and Officers.

      Pursuant to Section 78.7502 of the Nevada Revised Statutes, we have the
power to indemnify any person made a party to any lawsuit by reason of being
our director or officer, or serving at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such actions suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, we have been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

Item 7. Exemption from Registration Claimed.

      The Shares will be issued for advisory and consulting services to be
rendered. These issuances will be made in reliance on the exemption from the
registration requirements of the Securities Act, contained in Section 4(2)
thereof, covering transactions not involving any public offering or not
involving any "offer" or "sale".

Item 8. Exhibits.

The following documents are filed as Exhibits to this Registration Statement:

4.1   Consulting Agreement with Bai Cao
4.2   Consulting Agreement with Kou Yu Min
4.3   Consulting Agreement with Zhong Bing Xiao
5.1   Opinion of counsel as to the validity of the shares being registered.
23.1  Consent of counsel (included in Exhibit 5.1)
23.2  Consent of Thomas Ledger & Company LLP, Certified Public Accountants

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

(b) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such

<Page>

liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Harbin, District of Nangang, People's Republic of
China, on this 10th day of July , 2002.

                                         AMERICAN ORIENTAL
                                         BIOENGINEERING, INC.

                                         By:    /s/ Shujun Liu
                                             --------------------------------
                                             Name:  Shujun Liu
                                             Title: President and CEO


                               POWERS OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Shujun Liu his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in and all capacities, to sign any or all Amendments (including
post-effective Amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<Page>

                                      - 2 -


<Table>
<S>                                            <C>                                           <C>
             SIGNATURE                                     TITLE                                  DATE


                                               President, Chief Executive
/s/ Shujun Liu                                 Officer and Director
-----------------------                        (Principal Executive Officer)                 July 10, 2002
Shujun Liu

/s/ Yanchun Li                                 Treasurer and Director
-----------------------                        (Principal Financial Officer)                 July 10, 2002
Yanchun Li
</Table>
[{"type": "S-8", "sequence": "1", "filename": "a2084130zs-8.txt", "description": "S-8", "secsgml_size_bytes": 19234}]
{"company-data": {"conformed-name": "AMERICAN ORIENTAL BIOENGINEERING INC", "cik": "0001090514", "assigned-sic": "7389", "irs-number": "911948329", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92370", "film-number": "02702562"}, "business-address": {"street1": "NO.12 JIANCE ROAD", "street2": "NANGANG DISTRICT", "city": "HARBIN, CHINA", "state": "C1", "zip": "15008", "phone": "86-451-666-6601"}, "mail-address": {"street1": "NO.12 JIANCE ROAD", "street2": "NANGANG DISTRICT", "city": "HARBIN, CHINA", "state": "C1", "zip": "15008"}, "former-company": {"former-conformed-name": "ORIENTAL BIOENGINEERING INC", "date-changed": "19990824"}}
As filed with the Securities and Exchange Commission on July 12, 2002

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                     AMERICAN ORIENTAL BIOENGINEERING, INC.
             (Exact name of registrant as specified in its charter)

                   Nevada                     911948329
         (State of Incorporation)   (IRS Employer Identification No.)

            NO.12 JIANCE ROAD, NANGANG DISTRICT, HARBIN, CHINA, 15008
                    (Address of principal executive offices)
                                 86-451-666-6601
                (Issuer's telephone number, including area code)

                         Internet Golf Association, Inc.
      (Former name, former address and former fiscal year, if changed since
                                  last report)

                              CONSULTING AGREEMENTS
                              (Full title of plan)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
    Title of      Amount to be      Proposed        Proposed        Amount of
 Securities to     Registered        Maximum         Maximum      Registration
 be Registered                   Offering Price     Aggregate          Fee
                                  Per Share(1)      Offering
                                                    Price(1)
--------------------------------------------------------------------------------
Common Shares    1,200,000(2)        $0.80         $840,000         $77.28
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee upon the
basis of fluctuating market prices pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended. The Proposed Maximum Offering Price Per
Share was determined by averaging the high and low prices of the common shares
of American Oriental Bioengineering, Inc., as reported on the Over the Counter
Bulletin Board on July 11, 2002.

(2) Consists of shares reserved for issuance pursuant to the consulting
agreements as described herein. This registration statement also relates to
such indeterminate number of additional shares of common stock of American
Oriental Bioengineering, Inc, as may be issuable as a result of stock splits,
stock dividends or similar transactions.
PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information

This Prospectus is part of a Registration Statement which registers an aggregate
of 1,200,000 shares of our common stock, $.001 par value, which will be issued
as set forth herein to the following named persons who are "Selling
Shareholders":
Name            Number of Shares         Services to Be Provided to the Company
Zhang Bing Xiao          300,000              Mr. Xiao will research and report
                                              on the market for our products and those
                                              of our competitors. In light of his
                                              conclusions, he will formulate our sales
                                              strategies, promotional and sale
                                              campaigns.

Bai Cao                  450,000              Mr. Cao will conduct research and
                                              development in the field bio-engineering
                                              technology, health supplements and food
                                              products. He will also a research the
                                              application of such results to commercial
                                              production.

Kou Yu Min               450,000              Mr. Min will provide expertise on the
                                              production work flow for the
                                              manufacturing of cancer-treatment
                                              products that employ protein peptide. He
                                              will also develop solutions to problems
                                              that arise in connection of the
                                              manufacture of such products.
On June 2, 2002, we entered into consulting agreements for services as
summarized aboved with Zhang Bing Xiao, Bai Cao and Koa Yu Min. We have been
advised by the consultants that they may sell all or a portion of the shares of
common stock owned by them from time to time through securities brokers/dealers
at current market prices and that no commissions or compensation will be paid in
connection therewith in excess of customary brokers commissions.

      No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this prospectus, in
connection with the offer contained in this prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in our affairs since the date hereof.

      The shares of common stock offered hereby will be sold from time to time
by the individuals listed under the selling shareholders section of this
document. The selling shareholders acquired the shares pursuant to
compensatory benefit plans for consulting services that the selling
shareholders will provide to us. The sales may occur in transactions on the
NASD over-the-counter market at prevailing market prices or in negotiated
transactions. We will not receive proceeds from the sale of any of the shares
registered here. Pursuant to the constuling agreements, we are paying for the
expenses incurred in registering the shares.

      The shares are "restricted securities" under the Securities Act and the
regulations promulgated thereunder before their sale under this registration
statement. The reoffer prospectus has been prepared for the purpose of
registering the shares under the Securities Act to allow for future sales by the
selling shareholder to the public without restriction. To our knowledge, no
selling shareholder has any arrangement with any brokerage firm for the sale of
the shares. Each selling shareholder may be deemed to be an "underwriter" within
the meaning of the Securities Act and the regulations promulgated thereunder.
Any commissions received by a broker or dealer in connection with resales of the
shares may be deemed to be underwriting commissions or discounts under the
Securities Act.

      This reoffer prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the securities covered
by this prospectus, nor does it constitute an offer or solicitation by anyone in
any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation.

Item 2. Registrant Information and Employee Plan Annual Information.

WE HEREBY UNDERTAKE TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS REGISTRATION
STATEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED
TO No. 12 Jionce Road, Nongang District, Harbin, China, 15008.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      We have filed the following documents with the Securities and Exchange
Commission within the preceding fiscal year: a Quarterly Report on Form 10QSB,
filed, on May 17, 2002, and an Annual Report on Form 10KSB, filed on April 12,
2002. The above referenced reports, which were previously filed with the
Commission are incorporated herein by reference.

      All documents filed by us pursuant to Section 13, or 15 (d) of the
Exchange Act after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

Item 4. Description of Securities

      We are authorized to issue 100,000,000 shares of Common Stock, $0.001 par
value. Our stock is currently traded on the OTCBB, under the symbol AOBO. The
presently outstanding shares of common stock are fully paid and nonassessable.
As of May 31, 2002, approximately 10,141,017 shares of our common stock were
outstanding not including those shares being registered in this statement. Each
holder of the common stock is entitled to one vote for each share of stock
standing in its name. Dividends may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record date, as provided in the By-laws, prior to the
dividend payment for the purposes of determining shareholders entitled to
receive payment of any dividend. The Board of Directors may close the stock
transfer books for such purpose for a period of not more than ten (10) days
prior to the payment date of such dividend. Except as may otherwise be provided
by the Board of Directors, no holder of any shares of our common stock shall
have any preemptive right to purchase, subscribe for, or otherwise acquire any
shares of our common stock or any other class of shares hereafter authorized, or
any securities exchangeable for or convertible into such shares, or any warrants
or other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares. Our registrar and transfer agent is
ComputerShare Investor Services. Under current Nevada law, a shareholder is
afforded dissenters' rights which, if properly exercised, may require us to
purchase his shares Dissenters' rights commonly arise in extraordinary
transactions such as mergers, consolidations, reorganizations, substantial
asset sales, liquidating distributions, and certain amendments to a company's
certificate of incorporation. There are no shares of preferred stock
authorized.

Item 5. Interests of Named Experts and Counsel.

None.
Item 6. Indemnification of Directors and Officers.

      Pursuant to Section 78.7502 of the Nevada Revised Statutes, we have the
power to indemnify any person made a party to any lawsuit by reason of being
our director or officer, or serving at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such actions suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, we have been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

Item 7. Exemption from Registration Claimed.

      The Shares will be issued for advisory and consulting services to be
rendered. These issuances will be made in reliance on the exemption from the
registration requirements of the Securities Act, contained in Section 4(2)
thereof, covering transactions not involving any public offering or not
involving any "offer" or "sale".

Item 8. Exhibits.

The following documents are filed as Exhibits to this Registration Statement:

4.1   Consulting Agreement with Bai Cao
4.2   Consulting Agreement with Kou Yu Min
4.3   Consulting Agreement with Zhong Bing Xiao
5.1   Opinion of counsel as to the validity of the shares being registered.
23.1  Consent of counsel (included in Exhibit 5.1)
23.2  Consent of Thomas Ledger & Company LLP, Certified Public Accountants

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

(b) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Harbin, District of Nangang, People's Republic of
China, on this 10th day of July , 2002.

                                         AMERICAN ORIENTAL
                                         BIOENGINEERING, INC.

                                         By:    /s/ Shujun Liu
                                             --------------------------------
                                             Name:  Shujun Liu
                                             Title: President and CEO

                               POWERS OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Shujun Liu his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in and all capacities, to sign any or all Amendments (including
post-effective Amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
- 2 -
SIGNATURE                                     TITLE                                  DATE

                                               President, Chief Executive
/s/ Shujun Liu                                 Officer and Director
-----------------------                        (Principal Executive Officer)                 July 10, 2002
Shujun Liu

/s/ Yanchun Li                                 Treasurer and Director
-----------------------                        (Principal Financial Officer)                 July 10, 2002
Yanchun Li