Baseline Oil & Gas Corp (fka BOGAQ)

[analogdog]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



DATE
• Wednesday, July 9, 2008, at 10:00 a.m. Central Time



PLACE
• 411 North Sam Houston Parkway East, 4th floor, Houston,

Texas 77060



PURPOSES
• To elect our Directors;


•

To increase the number of shares of common stock that we are presently authorized to issue from 140,000,000 to 300,000,000;


•

To amend our Articles of Incorporation, providing for an increase to the number of shares of common stock that we are presently authorized to issue from 140,000,000 to 300,000,000; and


•

To transact any other business that properly comes before the meeting or any adjournment of the meeting.



RECORD DATE
• You can vote if you were a stockholder of record

at the close of business on June 2, 2008.


By order of the Board of Directors,


Patrick H. McGarey

Secretary

June , 2008

Houston, Texas

http://www.sec.gov/Archives/edgar/data/1291983/000119312508124468/dprer14a.htm