**Exhibit 3.4**

**SECOND ARTICLES OF AMENDMENT TO THE**

**AMENDED AND RESTATED ARTICLES OFINCORPORATION**

ARTICLES OF AMENDMENT TO THE 

ARTICLES OF INCORPORATION 

OF 

LEGEND OIL AND GAS, LTD. 

Pursuant to Section 7-106-102 of the Colorado Revised Statutes 

 

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Legend Oil and Gas, Ltd. acorporation organized and existing under the law of the State of Colorado (the “Corporation”), in accordance with the provisions of Section 7-106-102 of the Colorado Revised Statutes, DOES HEREBY CERTIFY as follows: 

That pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, as amended (“Articles ofIncorporation”), the Board of Directors of the Corporation by resolution adopted by written consent in lieu of meeting dated August 8, 2011, adopted the following resolution creating a series of 2,300,000 shares of Preferred Stock, $.001par value per share, designated as Convertible Preferred Stock: 

Article III of the Articles of Incorporation shall be amended to include theConvertible Preferred Stock designation as follows: 

Section 1. Designation and Amount. The shares of such series shall be designated as“Convertible Preferred Stock” and the number of shares constituting such series shall be 2,300,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shallreduce the number of shares of Convertible Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon theconversion of any outstanding securities issued by the Corporation convertible into Convertible Preferred Stock. 

Section 2. Dividendsand Distributions. 

(A) Dividends. The Convertible Preferred Stock will be entitled to dividends as if it were common stock ofthe Corporation in the event the Corporation declares and pays any dividends on its common stock. The Convertible Preferred Stock will not be entitled to any other dividends. 

(B) Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, Preferred Shares are entitled to receive a pro rata share of all of the assets of the Corporation available fordistribution prior to any distribution to common stockholders. 

Section 3. Voting Rights. Shareholders are entitled to one vote per shareof Preferred Stock held on all matters submitted to a vote of the Shareholders. 

Section 4. Conversion. The holders of the ConvertiblePreferred Stock shall have the following rights with respect to the conversion of the Convertible Preferred Stock into shares of Common Stock of the Corporation (“Common Stock”): 

(A) Conversion. Subject to and in compliance with the provisions of this Section 4, any shares of Convertible Preferred Stock may,at any time, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a “Conversion”). Each share of Convertible Preferred Stock shall be convertible into one (1) share of Common Stock.

 
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(B) Adjustment for Reclassification, Exchange and Substitution. At any time or times theCommon Stock issuable upon the conversion of the Convertible Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation’s stock, whether by recapitalization, combination, consolidation,reclassification or otherwise (“Reclassified Securities”), in any such event the holders of Convertible Preferred Stock shall have the same Conversion Rights with respect to the Reclassified Securities as they had with respect to theCommon Stock, and the conversion formula set forth in paragraph (A), above, shall be adjusted equitably. 

(C) Mechanics of theConversion. Upon a Conversion, the holder of Convertible Preferred Stock shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation, together with a completed Notice of Conversion in the Form ofExhibit A. Thereupon, the Corporation shall promptly issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. The Conversion shall be deemed to have been made at theclose of business on the date of such surrender of the certificates representing the shares of Convertible Preferred Stock to be converted. The person entitled to receive the shares of Common Stock issuable upon a Conversion shall be treated for allpurposes as the record holder of such shares of Common Stock on such date. 

(F) Reservation of Stock Issuable Upon Conversion.The Corporation shall 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 Convertible Preferred Stock, such number of its sharesof Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Convertible Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient toeffect the conversion of all then outstanding shares of the Convertible Preferred Stock, the Corporation shall, at the request of any holder of Convertible Preferred Stock, take such corporate action as may, in the opinion of its counsel, benecessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. 

Section 5. Put. Each holder of the Preferred Stock may put any or all of the shares of Preferred Stock to the Company for redemption if the Companyis not listed for trading on the American Stock Exchange or other exchange or market more senior than the OTCBB prior to November 1, 2011. The redemption price is $2.00 per share. This right may be waived by the holders of the Preferred Stock.

Section 6. Preemptive Rights. Holders of Preferred or Common Stock do not have any preemptive rights to subscribe for or to purchase anystock, obligation or other securities of the Company. 

[The Remainder of the Page is Left Intentionally Blank] 

 
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be signed by its dulyauthorized officer this 8th day of August, 2011. 

 
LEGEND OIL AND GAS, LTD.        /s/ James Vandeberg
James Vandeberg

Vice President, Chief Financial Officer and Director

 
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Exhibit A 

NOTICE OF CONVERSION 

Reference is made to the Certificate of Designation of CONVERTIBLEPREFERRED STOCK dated August 8,2011 (the “Certificate of Designation”), of LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Corporation”). In accordance with and pursuant to the Certificate of Designation, theundersigned hereby elects to convert the number of shares of Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”) indicated below into shares of Common Stock, par value $0.001 per share (the “CommonStock”), of the Company, by tendering the stock certificate(s) representing the Preferred Shares specified below as of the date specified below. 

 
Date of Conversion:                                                                                                          Number of Preferred Shares to be converted:                                                                                                                                                                     
Please confirm the following information: 

 
Number of shares of Common Stock to be issued:                                                                                                                                                           
Please issue the Common Stock into which the Preferred Shares are being converted in the following name and to the following address: 

 
Issueto:                                                                                                                                                                                                                         Address:                                                                                                                                                                                                     Facsimile Number:                                                                                                                                                                                                            Authorization:                                                                                                                                                                                                                 By:                                                                                                                                                                                                                                Title:                                                                                                                                                                                                                              
 
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