BARBARA K. CEGAVSKE Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz | |
| Certificate of Change Pursuant to NRS 78.209 | |
| USE BLACK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| Certificate of Change filed Pursuant to NRS 78.209 For Nevada Profit Corporations | |
| 1. Name of corporation: | |
| SocialPlay USA, Inc. | |
| 2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders. | |
| 3. The current number of authorized shares at the par value, if any, of each class or series, if any, of shares before the change: | |
200,000,000 shares of common stock, par value $0.001 100,000,000 shares of preferred stock, par value $0.001 | |
| 4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: | |
200,000,000 shares of common stock, par value $0.001 100,000,000 shares of preferred stock, par value $0.001 | |
| 5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issue share of the same class or series: | |
| 1 share of common stock to be issued for every 5 shares of common stock issued and outstanding | |
| 6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: | |
| fractional shares will be rounded to the nearest whole number | |
| 7. Effective date of filing (optional): | |
| 8. Officer Signature: X/s/ Chitan Mistry | |