EXHIBIT 3.1
CERTIFICATE OF DESIGNATION
OF
GULF COAST OIL & GAS, INC.
Gulf Coast Oil & Gas, Inc., a corporation organized and existing under
the laws of the State of Nevada (the "CORPORATION"), hereby certifies as
follows:
In accordance with the authority conferred upon the Corporation's Board
of Directors (the "BOARD") pursuant to Section 78.1995 of the Nevada Revised
Statutes (the "NRS") and the Certificate of Incorporation of the Corporation
(the "CHARTER"), the Board, by unanimous written consent dated June 5, 2008, has
approved of the amendment of, and hereby amends the Corporation's Charter to
provide for, the issuance of a series of Preferred Stock known as "SERIES B
PREFERRED STOCK", and to designate the powers, preferences and relative,
participating, optional and other special rights and the qualifications,
limitations and restrictions thereof, as follows:
1. CERTAIN DEFINED TERMS, ETC. In addition to the terms defined
elsewhere herein, certain capitalized terms used in this Certificate of
Designation ("Certificate") have the meanings given to them in Section 10.
References in this Certificate to Sections are, unless otherwise stated,
references to Sections herein.
2. DESIGNATION. Of the one hundred million (100,000,000) shares of
Preferred Stock, par value $.001 per share, that the Corporation is authorized
to issue, are hereby designated ten million (1,000,000) as "Series B Preferred
Stock" having the powers, preferences and relative participating, optional and
other special rights and the qualifications, limitations and restrictions set
forth in this Certificate (the "SERIES B PREFERRED").
3. DIVIDENDS AND DISTRIBUTIONS. The Series B Preferred shall be
entitled to receive dividends and distributions, at the same time and in the
same manner as the Common Stock, and in an amount per share equal to the amount
per share that the shares of Common Stock into which such Series B Preferred are
convertible would have been entitled to receive if such Series B Preferred had
been so converted into Common Stock as of the record date established for
determining holders entitled to dividends, or if no such record date is
established, as of the time of declaration of any such dividend or distribution.
4. VOTING RIGHTS.
(a) The Series B Preferred will have the right to vote or
consent in writing as set forth in this Section 4.
(b) In addition to the voting rights provided by Section 4(c),
as long as any shares of Series B Preferred are outstanding, the
affirmative vote or consent of the holders of two-thirds of the
then-outstanding shares of Series B Preferred, voting as a separate
class, will be required in order for the Corporation to:
(i) amend, alter or repeal, whether by merger,
consolidation or otherwise, the terms of this Certificate or
any other provision of the Charter or Bylaws of the
Corporation (the "BYLAWS"), in any way that adversely affects
any of the powers, designations, preferences and relative,
participating, optional and other special rights of the Series
B Preferred, and the qualifications, limitations or
restrictions thereof;
(ii)issue any shares of capital stock ranking prior
or superior to, or on parity with, the Series B Preferred;
(iii) subdivide or otherwise change shares of Series
B Preferred into a different number of shares whether in a
merger, consolidation, combination, recapitalization,
reorganization or otherwise (whether or not any provision of
Section 7 is applicable to such transaction); or
(iv) issue any shares of Series B Preferred other
than in accordance with this Certificate.
(c) The Series B Preferred shall be entitled to vote or
consent (by written consent or otherwise) together with the Common
Stock on all matters submitted to a vote of the Common Stock, except as
otherwise provided by the NRS.
(d) On all matters as to which shares of Common Stock or
shares of Series B Preferred are entitled to vote or consent (by
written consent or otherwise), each share of Series B Preferred will be
entitled to 15,000 votes, subject to adjustment as provided in Section
7.
5. REACQUIRED SHARES. Any shares of Series B Preferred that are
converted, purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
None of such shares of Series B Preferred shall be reissued by the Corporation.
6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series B
Preferred shall be entitled to receive the same distribution paid to the holders
of Common Stock, on an as-converted basis. Neither a consolidation or merger of
the Corporation with another corporation or other legal entity, nor a sale or
transfer of all or part of the Corporation's assets for cash, securities or
other property will be considered a liquidation, dissolution or winding up of
the Corporation for purposes of this Section 6.
7. CONVERSION.
(a) OPTIONAL CONVERSION. Each share of the Series B Preferred
will be convertible at the option of the holder thereof into one (1)
fully paid and non-assessable share of Common Stock, subject to
adjustment as described below, at any time or from time to time
following the authorization and reservation of a sufficient number of
shares of Common Stock by all requisite action by the Corporation,
including action by the Board and by the shareholders of the
Corporation, to provide for the conversion of all outstanding shares of
Series B Preferred into fully paid and non-assessable shares of Common
Stock.
(b) MECHANICS OF OPTIONAL CONVERSION. The holder of any
certificate for Series B Preferred shall be entitled to request
conversion of all or part of its Series B Preferred at any time or from
time to time as provided in Section 7(a), by delivering a written
notice to the attention of the Secretary or Treasurer of the
Corporation at the Corporation's principal place of business of its
desire to convert its Series B Preferred and receive a replacement
certificate or certificates therefor, specifying the number of shares
of Series B Preferred to be so converted and the holder's calculation
of the Conversion Rate. In the event of any disagreement between the
Corporation and the holder as to the correct Conversion Rate, the
Conversion Rate will be finally determined by an investment banking or
brokerage firm with no material prior or current relationship with the
Corporation or any of its subsidiaries selected by the Board in good
faith, the fees and expenses of which will be paid by the Corporation.
The Corporation will, promptly upon receipt of all certificates
representing Series B Preferred of such holder that are to be
converted, issue a certificate or certificates registering the
appropriate number of shares of Common Stock to such holder. Upon
optional conversion as set forth in Section 7 (a), the shares of Series
B Preferred so converted shall be eliminated, and thereafter such
shares of Series B Preferred shall become and be known as shares of
"Common Stock" without further action on the part of the holder
thereof.
(c) ADJUSTMENT FOR SUBDIVISIONS OR COMBINATIONS OF COMMON
STOCK. In the event that the Corporation at any time or from time to
time after the issuance of the Series B Preferred effects a
subdivision, dividend payable in shares of capital stock, combination
or other similar transaction of its outstanding Common Stock into a
greater or lesser number of shares, then and in each such event the
Conversion Rate will be increased or decreased proportionately.
(d) REORGANIZATION, MERGER, CONSOLIDATION OR SALE OF ASSETS.
If at any time or from time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision,
combination, or dividend payable in shares provided for elsewhere in
this Section 7) or a merger or consolidation of the Corporation with or
into another corporation or other legal entity, or the sale of all or
substantially all of the Corporation's properties and assets to any
other Person which is effected so that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common
Stock, then as a part of such capital reorganization, merger,
consolidation or sale, proper provision will be made so that each
holder of Series B Preferred will thereafter be entitled to receive
upon conversion of the Series B Preferred the same number of shares of
stock, securities or assets of the Corporation, or of the successor
corporation or other legal entity resulting from such merger or
consolidation or sale, which such holder would have been entitled to
receive on such capital reorganization, merger, consolidation or sale
if such holder's Series B Preferred had been converted into Common
Stock immediately prior to the record date established for determining
holders entitled to such distribution, or if no such record date is
established, as of the time of such transaction. In any such case,
appropriate adjustment will be made in the application of the
provisions of this Section 7(f) with respect to the rights of the
holders of the Series B Preferred after the reorganization, merger,
consolidation or sale to the end that the provisions of this Section
7(f) (including adjustment of the Conversion Rate then in effect) will
be applicable after that event as nearly equivalent as may be
practicable. This provision will apply to successive capital
reorganizations, mergers, consolidations or sales. Nothing herein will
diminish or otherwise offset the rights of the Series B Preferred under
Section 4(b).
(e) RIGHTS OFFERING. If at any time or from time to time the
Corporation shall offer to any of the holders of Common Stock any
right, option or warrant to acquire additional shares of capital stock
of the Corporation, then each holder of a share of Series B Preferred
then-outstanding will be entitled to receive rights, options or
warrants to acquire such number of additional shares of capital stock
of the Corporation as such holder would have been entitled to receive
had such holder's Series B Preferred been converted into Common Stock
immediately prior to the record date for the offering of such rights,
options or warrants, at the Conversion Rate then in effect.
(f) NO ADJUSTMENT. No adjustment to the Conversion Rate will
be made if such adjustment would result in a change in the Conversion
Rate of less than 0.001%. Any adjustment of less than 0.001% which is
not made will be carried forward and will be made at the time of and
together with any subsequent adjustment which, on a cumulative basis,
amounts to an adjustment of 0.001% or more in the Conversion Rate.
(g) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Conversion Rate pursuant to this
Section 7, the Corporation at its expense will promptly compute such
adjustment or readjustment in accordance with the terms hereof and
cause independent public accountants selected by the Corporation to
verify such computation and prepare and furnish to each holder of
Series B Preferred a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Corporation will, upon the written
request at any time of any holder of Series B Preferred, furnish or
cause to be furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Conversion Rate at
that time in effect, and (iii) the amount, if any, of other property
which at that time would be received upon the conversion of Series B
Preferred.
(h) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
Corporation will at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the purpose
of effecting the conversion of the shares of the Series B Preferred,
such number of its shares of Common Stock as will from time to time be
sufficient to effect the conversion of all then-outstanding shares of
the Series B Preferred; and if at any time the number of authorized but
unissued shares of Common Stock will not be sufficient to effect the
conversion of all then-outstanding shares of the Series B Preferred,
the Corporation will take such corporate action as may, in the opinion
of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as will be sufficient
for such purpose.
8. RANK. The Series B Preferred will rank on a parity with the Common
Stock as to any distributions or upon liquidation, dissolution or winding up.
9. NOTICE TO HOLDERS. Any notice given by the Corporation to holders of
record of Series B Preferred will be effective if addressed to such holders at
their last addresses as shown on the stock books of the Corporation and
deposited in the U.S. mail, sent first-class, and will be conclusively presumed
to have been duly given, whether or not the holder of the Series B Preferred
receives such notice.
10. CERTAIN DEFINED TERMS. In addition to the terms defined elsewhere
in this Certificate, the following terms will have the following meanings when
used herein with initial capital letters:
1. "CONVERSION RATE" means the number of shares of Common Stock into
which each share of Series B Preferred may be converted; and
"PERSON" means any individual, firm, corporation or other entity
and includes any successor (whether by merger or otherwise) of
such entity.
2. The foregoing designation was adopted by the Board of Directors
as of June 5, 2008.
3. No shares of the Series B Preferred have heretofore been
issued.
IN WITNESS WHEREOF, this Certificate of Designation is
executed on behalf of the Corporation as of this 17th day of June, 2008.
GULF COAST OIL & GAS, INC.
By: /S/ RAHIM RAYANI
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Rahim Rayani, President and CEO