Exhibit 3.3

                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

         SunDog Technologies,  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 at a meeting of the Board of Directors,  resolutions  were
duly  adopted  setting  forth  a  proposed   amendment  of  the  Certificate  of
Incorporation of said corporation,  declaring said amendment to be advisable and
directing  that said  amendment  be  considered  at the next  annual  meeting of
shareholders. The resolution setting forth the proposed amendment is as follows:

         RESOLVED,  that the Certificate of Incorporation of this corporation be
         amended by changing the Article thereof  numbered  "FOURTH" so that, as
         amended,  said Article  shall have the  following  additional  language
         after subsection (h):

                           Each  two (2)  shares  of  Common  Stock  issued  and
                  outstanding as of 5:00 p.m. Eastern Time on December 15, 2000,
                  (the "Change Time"),  and each issued two (2) shares of Common
                  Stock held by the Company on and as of the Change Time,  shall
                  be, on and as of the Change Time,  combined  into one share of
                  Common Stock.

                           Each certificate  representing shares of Common Stock
                  that is issued  and  outstanding,  or  issued  and held by the
                  Company,   immediately   prior  to  the  Change  Time,   shall
                  thereafter  for all purposes be deemed to represent  one share
                  of the  corresponding  class of Common  Stock for each two (2)
                  shares of Common Stock  represented by such  certificate;  and
                  each  holder of record  of a  certificate  for two (2) or more
                  shares of Common Stock as of the Change Time shall be entitled
                  to receive, as soon as practicable, and upon surrender of each
                  certificate to the officer or agent having charge of the stock
                  transfer books of the Company,  a certificate or  certificates
                  representing one share of Common Stock for each two (2) shares
                  of Common Stock  represented by the certificate of such holder
                  immediately  prior to the Change Time. No fractional shares of
                  Common Stock or script will be issued in  connection  with the
                  foregoing.  Holders of the Common Stock who would otherwise be
                  entitled to a  fractional  share will receive the next largest
                  whole number of shares of Common  Stock.  The shares of Common
                  Stock  represented  by  certificates  issued  pursuant to this
                  paragraph   shall   be   validly   issued,   fully   paid  and
                  nonassessable.

         SECOND:  That  thereafter,  the annual  meeting of the Company was duly
called and held upon on November 16, 2000 at 10:00 a.m. (the "Annual  Meeting"),
at which Annual  Meeting the  necessary  number of shares as required by statute
were voted in favor of the amendment.

         THIRD:  That the  amendment  was duly  adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         FOURTH: That the capital of said corporation shall not be reduced under
or by reason of the amendment.


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         IN  WITNESS  WHEREOF,   Sundog  Technologies,   Inc.  has  caused  this
certificate  to be signed by Alan Rudd,  an Authorized  Officer,  this __ day of
November, 2000.

                                            BY:/s/ Alan Rudd
                                            ----------------
                                                   Alan Rudd, President


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