CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LRS CAPITAL INC.
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Pursuant to Section 242 of the
General Corporation Law of Delaware
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The undersigned President of LRS Capital Inc. ("Corporation") DOES
HEREBY CERTIFY:
FIRST: The name of the Corporation is LRS Capital Inc.
SECOND: The Certificate of Incorporation of the Corporation is
hereby amended by deleting Article FIRST in its entirety and by substituting the
following new Article FIRST in lieu thereof:
"FIRST. The name of the corporation (herein referred
to as the "Corporation") is GL Energy and Exploration Inc."
THIRD: The Certificate of Incorporation of the Corporation is
hereby amended by deleting the first paragraph of Article FOURTH in its entirety
and by substituting the following in lieu thereof:
FOURTH: The total number of shares of capital stock of all
classes which the Corporation shall have authority to issue is
55,000,000 shares, of which 5,000,000 shares shall be
Preferred Stock, par value $.001 per share, and 50,000,000
shares shall be Common Stock, par value $.001 per share."
A. Preferred Stock
1. Shares of Preferred Stock may be issued in one or
more series at such time or times and for such
consideration as the Board of Directors may
determine. All shares of any one series shall be of
equal rank and identical in all respects.
2. Authority is hereby expressly granted to the Board of
Directors to fix from time to time, by resolution or
resolutions providing for the establishment and/or
issuance of any series of Preferred Stock, the
designation of the series and the powers,
preferences, and rights of the shares of the series,
and the qualifications, limitations, or restrictions
thereof, including the following:
a. The distinctive designation and number of
shares comprising the series, which number
may, except where otherwise provided by the
Board of Directors in creating the series,
be increased or decreased from time to time
by action of the Board of Directors, but not
below the number of shares then outstanding;
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b. The rate of dividends, if any, on the shares
of that series, whether dividends shall be
noncumulative, cumulative to the extent
earned, or cumulative, and if cumulative,
from which date or dates, whether dividends
shall be payable in cash, property, or
rights, or in shares of the Corporation's
capital stock, and the relative rights of
priority, if any, of payment of dividends on
shares of that series over shares of any
other series;
c. Whether the shares of that series shall be
redeemable and, if so, the terms and
conditions of the redemption, including the
date or dates upon or after which they shall
be redeemable, the event or events upon or
after which they shall be redeemable or at
whose option they shall be redeemable, and
the amount per share payable in case of
redemption, which amount may vary under
different conditions and at different
redemption dates, or the property or rights,
including securities of any other
corporation, payable in case of redemption;
d. Whether that series shall have a sinking
fund for the redemption or purchase of
shares of that series and, if so, the terms
and amounts payable into the sinking fund;
e. The rights to which the holders of the
shares of that series shall be entitled in
the event of voluntary or involuntary
liquidation, dissolution, or winding- up of
the Corporation, and the relative rights of
priority, if any, of payment of shares of
that series in any such event;
f. Whether the shares of that series shall be
convertible into or exchangeable for shares
of stock of any other class or any other
series and, if so, the terms and conditions
of the conversion or exchange, including the
rate or rates of conversion or exchange, the
date or dates upon or after which they shall
be convertible or exchangeable, the duration
for which they shall be convertible or
exchangeable, the event or events upon or
after which they shall be convertible or
exchangeable or at whose option they shall
be convertible or exchangeable, and the
method, if any, of adjusting the rates of
conversion or exchange in the event of a
stock split, stock dividend, combination of
shares, or similar event;
g. Whether the issuance of any additional
shares of the series, or of any shares of
any other series, shall be subject to
restrictions as to issuance, or as to the
powers, preferences, or rights of any such
other series; and
h. Any other preferences, privileges, and
powers and relative, participating,
optional, or other special rights and
qualifications, limitations, or restrictions
of the series, as the Board of Directors may
deem advisable and as shall not be
inconsistent with the provisions of this
Certificate of Incorporation and to the full
extent now or hereafter permitted by the
laws of the State of Delaware.
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B. Common Stock
1. After the requirements with respect to preferential
dividends, if any, on any series of Preferred Stock,
fixed pursuant to paragraph A(2)(b) of this Article
Fourth shall have been met, then, and not otherwise,
the holders of Common Stock shall receive, to the
extent permitted by law and to the extent the Board
of Directors shall determine, such dividends as may
be declared from time to time by the Board of
Directors.
2. After distribution in full of the preferential
amount, if any, fixed pursuant to paragraph A(2)(e)
of this Article Fourth, to be distributed to the
holders of any series of Preferred Stock in the event
of the voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, the
holders of the Common Stock shall be entitled to
receive such of the remaining assets of the
Corporation of whatever kind available for
distribution to the extent the Board of Directors
shall determine.
3. Except as may be otherwise required by law or by this
Certificate of Incorporation, each holder of Common
Stock shall have one vote in respect of each share of
such stock held by him on all matters voted upon by
the stockholders.
C. Preemptive Rights
No holder of shares of the Corporation of any class,
now or hereafter authorized, shall have any
preferential or preemptive right to subscribe for,
purchase, or receive any shares of stock of the
Corporation of any class, now or hereafter
authorized, or any options or warrants for such
shares, or any rights to subscribe to or purchase
such shares, or any securities convertible into or
exchangeable for such shares, which may at any time
or from time to time be issued, sold, or offered for
sale by the Corporation.
FOURTH: The foregoing Amendment of the Certificate of
Incorporation was duly approved by the Corporation's Board of Directors in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware and thereafter was duly adopted by the consent of the
holders of all of the outstanding voting stock of the Corporation in accordance
with the provisions of Sections 228 and 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, I have executed this Certificate of
Amendment this 22 day of October, 2001.
/s/ Mitchell Geisler
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Mitchell Geisler,
President