EXHIBIT 3.3
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              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                                       OF

                          ACTIVECORE TECHNOLOGIES, INC.


     ActiveCore Technologies,  Inc., a Nevada corporation ("Corporation") by its
President and Secretary,  does hereby certify that a meeting of the Shareholders
was duly called and held on the 28th day of May, 2003, at which meeting a quorum
of the  Shareholders  was  present  in  person  or by  proxy,  and  that  by the
affirmative  vote of the holders of shares entitling them to exercise at least a
majority of the voting power, being  approximately  seventy-six percent (76%) of
the voting power of the Corporation,  the following amendment to the Articles of
Incorporation  was  adopted  to  supersede  and take the  place of the  existing
Article and any prior amendments thereto:

     Article 3 of the Articles of  Incorporation  is hereby  amended by deleting
Article 3 and adding a new Article 3, which shall read as follows:

ARTICLE 3.  SHARES OF STOCK
            ---------------

     (A) CLASSES OF STOCK. The Corporation is authorized to issue two classes of
stock to be designated,  respectively, "Common Stock" and "Preferred Stock." The
total  number of shares  that the  corporation  is  authorized  to issue is Five
Hundred and Fifty Million  (550,000,000) shares, each with a par value of $0.001
Per share. Five Hundred Million  (500,000,000)  shares shall be Common Stock and
Fifty Million (50,000,000) shares shall be Preferred Stock.

     (B) RIGHTS,  PREFERENCES AND RESTRICTIONS OR PREFERRED STOCK. The Preferred
Stock authorized by these Articles of  Incorporation  may be issued from time to
time in one or more series. The Board of Directors of this Corporation is hereby
authorized,  within the limitations and restrictions prescribed by law or stated
in these  Articles of  Incorporation,  and by filing a  certificate  pursuant to
applicable law of the State of Nevada,  to provide for the issuance of Preferred
Stock in series and (i) to  establish  from time to time the number of shares to
be included in each such series;  (ii) to fix the voting  powers,  designations,
powers, preferences and relative, participating, optional or other rights of the
shares of each such series and the  qualifications,  limitations of restrictions
thereof,  including  but not limited to the fixing or alteration of the dividend
rights,  dividend rate,  conversion  rights,  conversion  rates,  voting rights,
rights  and  terms  of  redemption  (including  sinking  fund  provisions),  the
redemption  price  or  prices  and the  liquidation  preferences  of any  wholly
unissued series of shares of Preferred  Stock; and (iii) to increase or decrease
the  number of shares of any  series  subsequent  to the issue of shares of that
series,  but not below the number of shares of such series then outstanding.  In
case the  number of shares  of any  series  shall be so  decreased,  the  shares
constituting such decrease shall resume the status,  which they had prior to the
adoption  of the  resolution  originally  fixing  the  number  of shares of such
series.

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     (C) RIGHTS OF COMMON STOCK.  The Common Stock  authorized by these Articles
of  Incorporation  shall be equal in all  respects  to every  other share of the
common stock of the corporation.

     IN  WITNESS   WHEREOF,   this  Certificate  of  Amendment  of  Articles  of
Incorporation of ActiveCore  Technologies,  Inc. has been executed this 17th day
of June, 2003.



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Brian J. MacDonald, Its President




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Graham Lowman, Its Acting Secretary

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