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8-K - 8-K - Pacific Gold & Royalty Corp.pcfg8k011813.htm
EX-99 - EXHIBIT 99.1 - Pacific Gold & Royalty Corp.exhibit991.htm

Exhibit 3.1

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada  89701-4520

(775) 684-7708

Website:  www.nvsos.com



Certificate of Amendment

(PURUSANTU TO NRS 78.385 and 78.390)




USE BLANK 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:

Pacific Gold Corp.



2.

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


Article Fourth – As of the effective date of filing of this amendment, the total number of common stock authorized that may be issued by the Corporation is 3,000,000,000 shares, par value $0.0000000001 per share.


As of as of the effective date of filing of this amendment, each twenty shares of Common Stock, issued and outstanding or held by the Corporation, automatically and without any action on the part of the respective holders thereof, shall be converted and combined into one share of Common Stock. No fractional shares shall be issued as a result thereof. In lieu of issuing fractional shares, any fractional share resulting from the combination shall be rounded up to the nearest whole share of Common Stock.

 


3.

The vote by which the stockholders holding shares in the corporation entitling them to exercise at 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: Stockholders holding 1,138,847,127 shares of voting stock, representing 55.5% of the outstanding voting power of the corporation, approved this amendment at the corporation’s annual meeting held on November 13, 2012.


4.

Effective date of filing (optional):  Date:  January 22, 2013    Time:  9:00 a.m.

 (must not be later than 90 days after the certificate is filed)


5.

Signature (required):  ______________________________________________________

Signature of Officer

* 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 of limitations or restrictions on the voting power thereof.


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


This form must be accompanied by appropriate fees.