EXHIBIT 1
MINUTES OF A MEETING OF THE
BOARD OF DIRECTORS OF LEGALPLAY ENTERTAINMENT INC.
HELD ON THE 15th DAY OF JULY, 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 July 15th 2005.
SHARES FOR DEBT EXCHANGE WITH CREDITORS:
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Cecil Morris 650,000
John Edwin Page 250,000
TOTAL SHARES TO BE ISSUED FOR DEBT: 900,000
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WHEREAS the Corporation is indebted and will be indebted to persons for their
performance of duties and services to the Corporation as described above;
AND WHEREAS the Corporation wishes to compensate the abovementioned persons for
their duties and services to the Corporation;
AND WHEREAS the creditor(s) are willing to be reimbursed in settlement of their
outstanding debts owed in the aggregate of US$9,000.00 in exchange for common
shares of the Corporation and an agreement has been reached to value the
settlement or payment at an exchange per common share price of $0.01;
THEREFORE IT BE RESOLVED that the Corporation issue NINE HUNDRED THOUSAND
(900,000) shares representing 2.71% to the Creditors and agents in settlement of
debts owed and to be paid for future considerations at an exchange price per
common share of $0.01. These shares will be issued under the conditions of Rule
144 and are to contain an appropriate restrictive legend.
AND FURTHER RESOLVED, that the President of LegalPlay Entertainment Inc. is
instructed to notify the Transfer Agent, Interwest Transfer Company, Inc. to
effect the issuance of the shares.
Effective this 15th day of July, 2005.
/s/ Cecil Morris /s/ John Page
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Cecil Morris, Director John (Jack) Edwin Page, Director
Accepted for filing in the Corporation's
records this 15th day of July, 2005. /s/ Cecil Morris
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Cecil Morris, President