|                                 | ROSS MILLER
|-------------------------------- | -----------
|Secretary of State              
|204 North Carson Street, Suite 1
|Carson City, Nevada 89701-4520  
|(775) 684-5708                  
|Website: www.nvsos.gov          



|                                   
|-----------------------------------
|Certificate of Amendment           
|(PURSUANT TO NRS 78.385 AND 78.390)
|                                   



|USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY
|------------------------------------- | ----------------------------------



Certificate
of Amendment to Articles of Incorporation
For Nevada Profit Corporations(Pursuant to NRS 78.385 and 78.390 - After Issuance
of Stock)



1. Name of corporation:



|Attune RTD, Inc.
|----------------



2. The articles have
been amended as follows: (provide article numbers, if available)



|Article Four has been amended and replaced
in its entirety to read as follows:
        
        Fourth: The total number of shares of all classes
of capital stock, which the corporation shall have authority to issue, is 20,006,000,000 shares. Stockholders shall not have any
preemptive rights, nor shall stockholders have the right to cumulative voting in the election of directors or for any other purpose.
The classes and the aggregate number of shares of stock of each class, which the corporation shall have authority to issue, are
as follows: (a) 20,000,000,000 shares of common stock, $0.00004897 par value (“Common Stock”); (b) 1,000,000 shares
of Class B Participating Cumulative Preferred Supervoting Stock, par value 0.0166, the holders of which are entitled to receive
the net assets of the Corporation upon dissolution; and x the Board of Directors is hereby authorized without limitation to fix
by resolution or resolutions the dividend rights and dividend rates of Class B Participating Cumulative Supervoting Stock, (c)
5,000,000 shares of “blank check” preferred stock, $0.0166 par value (“Preferred Stock”). Continued on Appendix
A (following page)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3. The vote by which the stockholders holding
shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the
voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles
of incorporation* have voted in favor of the amendment is: 72.40%



|4. Effective date and time of filing: (optional) | Date: ____________                                              | Time: ____________
|------------------------------------------------ | --------------------------------------------------------------- | ------------------
|                                                 | (must not be later than 90 days after the certificate is filed)



5. Signature: (required)



|                                     | 
|------------------------------------ | 
|Signature of Officer  For Attune RTD | 



*If
any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders
of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations
or restrictions on the voting power thereof.



IMPORTANT:Failure
to include any of the above information and submit with the proper fees may cause this filing to be rejected.

|                                                   | Nevada Secretary of State Amend Profit-After
|-------------------------------------------------- | --------------------------------------------
|This form must be accompanied by appropriate fees. | Revised: 8-31-11                            











Appendix A



The Preferred Stock may be issued from
time to time in one or more series, with such distinctive serial designations as may be stated or expressed in the resolution or
resolutions providing for the issue of such stock adopted from time to time by the Board of Directors; and in such resolution or
resolutions providing for the issuance of shares of each particular series, the Board of Directors is also expressly authorized
to fix: The right to vote, if any; the consideration for which the shares of such series are to be issued; the number of shares
constituting such series, which number may be increased (except as otherwise fixed by the Board of Directors) or decreased (but
not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors; the rate of dividends
upon which and the times at which dividends on shares of such series shall be payable and the preference, if any, which such dividends
shall have relative to dividends on shares of any other class or classes or any other series of stock of the corporation; whether
such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which dividends on shares of such
series shall be cumulative; the rights, if any, which the holders of shares of such series shall have in the event of any voluntary
or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding up of the affairs of
the corporation; the rights, if any, which the holders of shares of such series shall have to convert such shares into or exchange
such shares for shares of any other class or classes or any other series of stock of the corporation or for any debt securities
of the corporation and the terms and conditions, including price and rate of exchange, of such conversion or exchange; whether
shares of such series shall be subject to redemption, and the redemption price or prices and other terms of redemption, if any,
for shares of such series including, without limitation, a redemption price or prices payable in shares of Common Stock; the terms
and amounts of any sinking fund for the purchase or redemption of shares of such series; and any and all other designations, preferences,
and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof pertaining to
shares of such series’ permitted by law.



The
Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all shares of the Common
Stock, the Class B Participating Cumulative Preferred Supervoting Stock and the Preferred Stock herein authorized in accordance
with the terms and conditions set forth in these Articles of Incorporation for such purposes, in such amounts, to such persons,
corporations or entities, for such consideration, and in the case of the Preferred Stock, in one or more series, all as the Board
of Directors in its discretion may determine and without any vote or other action by the stockholders, except as otherwise required
by law. The capital stock, after the amount of the subscription price or par value has been paid in, shall not be subject to assessment
to pay the debts of the Corporation.