EXHIBIT 4.3

      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 200,000,000 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 10,000,000 shares of common stock with a par value of
     $0.001 per share.

     3.   The number of shares of the Corporation's common stock
     issued and outstanding prior to the 1:20 reverse split was
     50,853,109. As a result of the reverse split, there will be a
     total of 2,542,656 shares issued and outstanding.

     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 decrease the number of
     authorized shares of common stock and correspondingly decrease
     the number of issued and outstanding shares of common stock
     through a 1:20 reverse stock split adopted by the Board of
     Directors on September 25, 2001.

     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

Providence of Ontario    )
                         )ss.
Country of Canada        )

On September 25, 2001, 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/ signature illegible
A Notary Public