MCC TECHNOLOGIES INC
10SB12G, EX-2.5, 2000-10-04
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FILED
THE  OFFICE  OF  THE
SECRETARY  OF  STATE  OF  THE
STATE  OF  NEVADA

MARCH  27,  2000
No.  C3842-98
DEAN  HELLER,  SECRETARY  OF  STATE

Dean Heller                                             Telephone  (775)684-5708
Secretary of State                                          Fax  (775)  684-5725
                                              Web  site:  http://sob.state.mv.us
                                                                     Filing fee:

                                   STATE OF NEVADA
                           OFFICE OF THE SECRETARY OF STATE
                              101 N. CARSON ST., STE. 3
                          CARSON  CITY,  NEVADA  89701-4786

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                         For profit Nevada Corporations
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -

1.     Name  of  Corporation:  MCC  TECHNOLOGIES,  INC.

2.     The  articles  have  been amended as follows (provide article numbers, if
available):  IV

3.     Section 4.01  Number and Class.  The total number of shares of authorized
capital  stock  of  the  Corporation  shall  consist  of  one  hundred  million
(100,000,000)  shares  of  common  stock  at  0.01  par  value.

The  stock  may  be  issued  from  time  to  time  without  any  action  by  the
stockholders.  The  Stock  may  be issued for such consideration as may be fixed
from  time  to  time  by  the  Board  of  Directors.

The  Board  of  Directors  may issue such shares of Stock in one or more series,
with such voting powers, designations, preferences and rights or qualifications,
limitations  or  restrictions  thereof  as  shall be stated in the resolution or
resolutions  adopted  by  them.

     Section  4.02  No  Preemptive  Rights.  Holders  of  the  Stock  of  the
corporation  shall  not  have  any  preference,  preemptive  right,  or right of
subscription  to  acquire  any  shares  of the corporation authorized, issued or
sold,  or  to  be authorized, issued or sold, and convertible into shares of the
Corporation, nor to any right of subscription thereto, other than to the extent,
if  any,  the  Board  of  Directors  may  determine  from  time  to  time.

     Section  4.03.  Non-Assessability of Shares.  The Stock of the corporation,
after  the  amount of the subscription price has been paid in money, property or
services,  as  the directors shall determine, shall not be subject to assessment
to  pay  the  debts  of the corporation, nor for any other purpose, and no stock
issued  as  fully paid shall ever be assessable or assessed, and the Articles of
Incorporation  shall  not  be  amended  in  this  particular.

4.     The  vote  by  which  the  stockholders holding shares in the corporation
entitling  them  to  exercise  at  least a majority of the voting power, or such
greater  proportion of the voting power as may be required in the case of a vote

<PAGE>

by classes or series, or as may be required by the provisions of the articles of
incorporation  have  voted  in  favour  of  the  amendment  is:  100%.

5.     Signatures:

/s/ signed                              /s/ signed
President  or  Vice  President          Secretary  of  Asst.  Secretary
(acknowledgment  required)              (acknowledgment  not  required)

State  of:  CANADA
County  of:  B.C.

This  instrument  was  acknowledged  before  me  on
_______________,  by
BRIAN  HALL  (Name  of  Person)
as  PRESIDENT  (as  designated  to  sign  this
certificate)  of  MCC  TECHNOLOGIES,  INC.
(name  on  behalf  of  whom  instrument  was  executed)

/s/ signed
    Notary  Public  Signature

If  any  proposed amendment would alter or change any preference or any relative
or  other  right  given  to  any class or series of outstanding shares, then the
amendment  must  be  approved  by  the vote, in addition to the affirmative vote
otherwise  required,  of  the  holders  of shares representing a majority of the
voting  power  of  each  class or series affected by the amendment regardless of
limitations  or  restrictions  on  the  voting  power  thereof.

IMPORTANT:  Failure to include any of the above information and remit the proper
fees  may  cause  this  filing  to  be  rejected.

KENNETH  A.  CROSBY
NOTARY  PUBLIC
#77-1418,  Sunshine  Coast  Hwy.
RR.  5,  Gibsons,  BC  V0N  1V5
PH:  886-2155



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