CERTIFICATE OF CHANGE IN NUMBER OF AUTHORIZED SHARES
PURSUANT TO NRS 78.209
OF
Playandwin, Inc.
(the "Corporation")
I, Stewart Garner, certify that:
1. The number of authorized shares of the Corporation before
the change is 50,000,000 shares of common stock with a par value
of $0.001 per share.
2. The number of authorized shares of the Corporation after the
change is 200,000,000 shares of common stock with a par value of
$0.001 per share.
3. The number issued and outstanding prior to the forward split
was 7,802,857 shares of its common stock. The number of shares of
common stock to be issued as a result of the forward split is
7,802,857 shares, resulting in 31,211,428 shares issued and
outstanding after the split.
4. There are no issuances of fractional shares as a result of
the split.
5. Pursuant to NRS 78.207, this certificate does not require
the approval of the stockholders to increase the number of
authorized shares of common stock and correspondingly increase
the number of issued and outstanding shares of common stock
through a 4:1 forward stock split adopted by the Board of
Directors on September 18, 2000.
6. This change shall be effective on the date of filing this
certificate. The provisions in Article Four of the Articles of
Incorporation regarding the authorized number and par value of
the common stock shall be deemed amended on the date of this
filing.
/s/ Stewart Garner
Stewart Garner, President/Secretary/Treasurer/Director
Province of Ontario)
)ss.
Country of Canada)
On September 20, 2000, personally appeared before me, a Notary
public, Stewart Garner, who acknowledged that he is the President,
Secretary, Treasurer and Director of Playandwin, Inc. and that he
executed the above instrument in that capacity.
/s/
A Notary Public in and for said County and State.