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                                   Exhibit 3.3

                         APEX WEALTH ENTERPRISES LIMITED

              (the "Company" Incorporated in British Virgin Island)

MEMORANDUM  in writing of the  Directors of the Company  passed  pursuant to the
Articles of Association of the Company
         _______________________________________________________________


         INCREASE OF SHARE CAPITAL

It was resolved that the authorized share capital of the Company be increased to
USD1,000,000 divided into 100,000,000 shares of USD0.01 par value.



         APPLICATION FOR AND ALLOTMENT OF SHARES

The following application for shares in the Company was submitted:-

   Applicant                                             No. of shares

   First Asia International Holdings Limited            *9,000,000*

Resolved that the application be approved and that the shares be issued to First
Asia International Holdings Limited accordingly.

Resolved  further  that the common  seal of the  Company be affixed to the share
certificate be issued and that details be entered in the Register of Members.


         Dated this 12th May, 2003

         Signed by:

         /s/ Li Sze Tang                      /s/ Wong Lap Woon
         ___________________                  _____________________
         Li Sze Tang                                   Wong Lap Woon