McHenry Metals Golf Corp/CA – ‘SB-2’ on 5/28/98 – EX-3.3

As of:  Thursday, 5/28/98   ·   Accession #:  1013839-98-26   ·   File #:  333-53737

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        69    283K 
                          Issuer                                                 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     15     58K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws      7     27K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws      3     13K 
 5: EX-3.3      Articles of Incorporation/Organization or By-Laws      2     12K 
 6: EX-3.4      Articles of Incorporation/Organization or By-Laws     18     83K 
 7: EX-4.1      Instrument Defining the Rights of Security Holders     1      9K 
 8: EX-4.2      Instrument Defining the Rights of Security Holders    14     58K 
 9: EX-4.3      Instrument Defining the Rights of Security Holders     5     19K 
10: EX-5.1&24.1  Opinion re: Legality                                  1     11K 
11: EX-10.1     Material Contract                                      7     31K 
12: EX-10.2     Material Contract                                     12     48K 
13: EX-10.3     Material Contract                                      6±    30K 
14: EX-10.4     Material Contract                                      9     35K 
15: EX-10.5     Material Contract                                      7     31K 
16: EX-10.6     Material Contract                                      9     37K 
17: EX-10.7     Material Contract                                      7     30K 
18: EX-10.8     Material Contract                                      7     32K 
19: EX-23.1     Consent of Experts or Counsel                          1      9K 
20: EX-27.1     Financial Data Schedule (Pre-XBRL)                     1     10K 

EX-3.3   —   Articles of Incorporation/Organization or By-Laws

EX-3.3
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CERTIFICATE OF AMENDMENT                
TO THE                
ARTICLES OF INCORPORATION               
OF                
MICRO-ASI INTERNATIONAL, INC.               

Pursuant to the applicable provisions of the Nevada Business          
Corporations Act, Micro-ASI International, Inc. (the                            
"Corporation") adopts the following Articles of Amendment to its                
Articles of Incorporation by stating the following:                             
FIRST:  The present name of the Corporation is Micro-ASI              
International, Inc.                                                             
SECOND:  The following amendment to its Articles of                   
Incorporation was adopted by majority consent of shareholders of                
the Corporation in the manner prescribed by applicable law.                     
The Article entitled ARTICLE I - NAME, is amended to read as          
follows:                                                                        
ARTICLE I - NAME                
The name of the corporation (the "Corporation") shall be:             
McHenry Metals Golf Corp.               
THIRD:  The Corporation has effectuated a 2.2 for 1 forward           
stock split as to its shares of common stock outstanding as of                  
March 31, 1997, which increases the outstanding shares as of that               
date from 577,770 shares to 1,271,094 shares.  The forward split                
shall not change the authorized capital stock of the Corporation.               
FOURTH:  The number of shares of the Corporation outstanding          
and entitled to vote at the time of the adoption of said                        
amendment was 577,770.                                                          
FIFTH:  The number of shares voted for such amendments was            
402,990 (69.7%) and no shares were voted against such amendment.                
DATED this      day of March, 1997.                                   

         MICRO-ASI INTERNATIONAL, INC.

By:                 
                  Mark N. Schneider, President

By:                 
                  David K. Chambers, Secretary

EX-3.3
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VERIFICATION                

STATE OF UTAH            )                                                      
: ss.                         
COUNTY OF SALT LAKE )                                                           

The undersigned being first duly sworn, deposes and states:           
that the undersigned is the President of Micro-ASI International,               
Inc., that the undersigned has read the Certificate of Amendment                
and knows the contents thereof and that the same contains a                     
truthful statement of the Amendment duly adopted by the board of                
directors and stockholders of the Corporation.                                  

Mark N. Schneider, President  

STATE OF UTAH            )                                                      
: ss.                         
COUNTY OF SALT LAKE )                                                           

Before me the undersigned Notary Public in and for the said           
County and State, personally appeared the President and Secretary               
of Micro-ASI International, Inc., a Nevada corporation, and                     
signed the foregoing Articles of Amendment as their own free and                
voluntary acts and deeds pursuant to a corporate resolution for                 
the uses and purposes set forth.                                                
IN WITNESS WHEREOF, I have set my hand and seal this                  
day of March, 1997.                                                             

NOTARY PUBLIC                 
Notary Seal:                                                                    

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
Filed on:		5/28/98							None on these Dates
		3/31/97		1
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