EXHIBIT 1

                           MINUTES OF A MEETING OF THE
               BOARD OF DIRECTORS OF LEGALPLAY ENTERTAINMENT INC.
                      HELD ON THE 8th DAY OF FEBRUARY, 2005


The following resolutions were passed by the Board of Directors of LegalPlay
Entertainment Inc. (the "Corporation") having been consented to and adopted in
writing by all the Directors of the Corporation as at February 8, 2005.

WHEREAS the undersigned are Directors of LegalPlay Entertainment Inc., a Florida
company, and they desire to take the action hereinafter set forth without a duly
called meeting of the Directors.

NOW  THEREFORE  the  undersigned  hereby adopts the following resolutions, which
shall  have  the same force and effect as if adopted at a duly called meeting of
the  Directors:

BE IT RESOLVED that the Corporation has decided to terminate the services of
Pannell Kerr Forster Chartered Accountants of Vancouver, Canada to perform the
audit of the Corporation's financial statements.  This decision is in no way
based on their performance or services provided to date.

AND BE IT FURTHER RESOLVED that the Corporation has retained the services of
Amisano Hanson Chartered Accountants to audit the Corporation's 2004 financial
statements.

AND BE IT FURTHER RESOLVED that the Corporation will continue to use the
services of Amisano Hanson until resolved otherwise.

EFFECTIVE this 8th day of February, 2005


/s/ Cecil Morris
- ----------------------------------------
Cecil Morris, Director


/s/ Gregory Cathcart
- ----------------------------------------
Gregory Cathcart, Director




Accepted for filing in the Corporation's
records this 8th day of February, 2005.          /s/ Gregory Cathcart
                                                 -------------------------------
                                                 Gregory Cathcart, President