ex3_1.htm

1. Name of Corporation
Cody Resources

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:
50,000,000 shares of commons stock, par value $0.001 per share

4. The number authorized shares and the par value, if any, of each class or series, if any, of shares if after the change:
50,000,000 shares of commons stock, par value $0.001 per share

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
11.538461 shares for each share currently issued and outstanding

6. The provisions, if any, for the issuance of the 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 shall be rounded to the nearest whole share

7. Effective date of filing (optional): 3/28/08

8. Officer Signature: X /s/Donald Sampson