UNIVERSAL MEDIA HOLDINGS INC
8-K/A, EX-3.3, 2000-06-15
NON-OPERATING ESTABLISHMENTS
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<PAGE>   1

                                   EXHIBIT 3.3

                         CERTIFICATE OF AMENDMENT TO THE

                        CERTIFICATE OF INCORPORATION OF
                   TYCONDA MINERALS CORP. CHANGING CORPORATE
                        NAME TO HY-POLL TECHNOLOGY, INC.

<PAGE>   2

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                             TYCONDA MINERALS CORP.

      Pursuant  to  the   applicable   provisions   of  the  Delaware   Business
Corporations act, the undersigned  corporation adopts the following  Certificate
of Amendment to its Certificate of Incorporation by stating the following:

      1. The present name of the corporation is Tyconda Minerals Corp.

      2. The  following  amendments to its  Certificate  of  Incorporation  were
adopted by the  shareholders  of the  corporation  on October 10,  1983,  in the
manner prescribed by Delaware law.

      3. Certain provisions of the Certificate of Incorporation are amended as
follows:

      FIRST: The name of the corporation is Hy-Poll Technology, Inc.

      FOURTH:  The total number of shares of capital stock which the corporation
shall have authority to issue is  200,000,000  shares of voting common stock and
the par value of each such share is $.0001.

      4. The number of shares of the Corporation  outstanding at the time of the
adoption of said  amendment was  2,765,288 and the number of shares  [ILLEGIBLE]
2,765,288.

      5. The number of shares voted for such  amendments  was  1,870,000 and the
number voted against such amendments was -0-.

      DATED this [ILLEGIBLE] day of May, 1983.

<PAGE>   3

Attest:                              TYCONDA MINERALS CORP.

/s/ [Illegible]                      By: /s/ [Illegible]
---------------------------              ----------------------------
Secretary                                   President

STATE OF NEW JERSEY )
                    )  ss.
COUNTY OF CAMDEN    )

      Before me the  undersigned  Notary  Public in and for the said  County and
State,  personally  appeared the  President  and  Secretary of Tyconda  Minerals
Corp., a Delaware corporation, known to me personally to be such, and signed the
foregoing  Certificate of Amendment as their own free and voluntary act and deed
pursuant  to a  corporate  resolution  for the uses and  purposes  set forth and
acknowledge  the  said  Certificate  to be the  act  and  deed  of  the  signers
respectively and that the facts stated therein are true.

      IN WITNESS WHEREOF,  I have hereunto set my hand and seal this 28th day of
October, 1983.

My Commission Expires:               /s/ [ILLEGIBLE]
                                     ---------------------------------------
   [Notary Seal]                     NOTARY PUBLIC, residing at

                                   [Illegible]

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


                                  CERTIFICATION

STATE OF NEW JERSEY )
                    )  ss.
COUNTY OF CAMDEN    )

      The undersigned being first duly sworn, deposes and states that she is the
Secretary of Tyconda Minerals Corp., that she has


                                       -2-

<PAGE>   4

read the Articles of Amendment and knows the contents  thereof and that the same
contains a truthful  statement of the amendment duly adopted by the stockholders
of the Corporation on October 10, 1983, and that these amendments have been duly
adopted in  accordance  with Sectin 242 (as  amended) of the  Delaware  Business
Corporation Act.

                                     /s/ [ILLEGIBLE]
                                     ---------------------
                                    Secretary



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