GEM INTERNATIONAL USA INC
10SB12G, EX-3, 2000-06-21
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<PAGE> 63
EXHIBIT 3.3
     CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                   (After Issuance of Stock)

                 GEM INTERNATIONAL (USA), INC.

     We, the undersigned, Michael Cox, President an dDavid
Rambaran, Secretary, of GEM INTERNATIONAL (USA), INC. do hereby
certify:

          That the Board of Directors of said corporation at a
meeting duly convened, held on the _____ day of April, 2000,
adopted resolutions to amend the original articles as follows:

     Article IV is hereby amended to read as follows:

     Section 1: aggregate Number of Shares.  The total number of
     shares which the Corporation shall have the authority to
     issue is 200,000,000 share of Common Stock of the par value
     of $0.0001 per share.

     The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation
is 4,190,000; that the said change and amendment has been
consented to and approved by a majority of the stockholders
holding at least a majority of each class of stock outstanding
and entitled to vote thereon.

     Dated this 27th  day of April, 2000.



                              /s/ Michael Cox
                              President

                              /s/ David Rambaran
                              Secretary

     On April 27, 2000, personally appeared before me, a Notary
Public, Michael Cox, President of GEM INTERNATIONAL (USA), INC.
who acknowledged to me that he executed the above instrument.


                              /s/ illegible
                              Barrister, Solicitor and Notary
                              Public, residing in Sydney NSW
                              Australia.

My Commission Expires:
Perpetual




<PAGE> 64

     On April 28, 2000, personally appeared before me, a Notary
Public, David Rambaran, Secretary of GEM INTERNATIONAL (USA),
INC. who acknowledged to me that he executed the above
instrument.


                              /s/ Pankaj Shan
                              Barrister, Solicitor and Notary
                              Public, residing in Sydney NSW
                              Australia.

My Commission Expires:
Lifetime


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