**AMENDED
      AND RESTATED**


**ARTICLES
      OF INCORPORATION**


**OF**


**ZULU
      ENERGY CORP.**




Pursuant
      to Sections 7-110-103 and 7-110-107 of the Colorado Business Corporation Act,
      the undersigned corporation certifies to the Secretary of State of Colorado
      that
      (i) the following amendments to the Articles of Incorporation of ZULU ENERGY
      CORP. (the **“Corporation”** )
      were
      adopted by the Board of Directors and shareholders of the Corporation and the
      number of votes cast by each voting group of shareholders entitled to vote
      separately on the amendment was sufficient for approval by that voting group;
      and (ii) that the Board of Directors approved the following Amended and Restated
      Articles of Incorporation of Zulu Energy Corp.




**AMENDED
      AND RESTATED**


**ARTICLES
      OF INCORPORATION**


**OF**


**ZULU
      ENERGY CORP.**




FIRST:  The
      name
      of the Corporation is ZULU ENERGY CORP.




SECOND:  The
      period of its duration is perpetual.




THIRD:  The
      Corporation shall have and may exercise all of the rights, powers and privileges
      now or hereafter conferred upon corporations organized under the laws of
      Colorado. In addition, the Corporation may do everything necessary, suitable
      or
      proper for the accomplishment of any of its corporate purposes. The Corporation
      may conduct part or all of its business in any part of Colorado, the United
      States or the world and may hold, purchase, mortgage, lease and convey real
      and
      personal property in any of such places.




FOURTH:  The
      aggregate number of shares which the Corporation shall have authority to issue
      is 500,000,000 shares, of which 500,000,000 shall constitute a class designated
      common stock having a par value of $0.001 per share (the **“Common
      Stock”** ),
      and
      50,000,000 shall constitute a class designated preferred stock having a par
      value of $0.001 per share (the **“Preferred
      Stock”** ).
      All
      shares shall be fully paid and non-assessable for any purpose.




A. Common
      Stock




(a)  Each
      shareholder of record of common stock shall have one vote for each share of
      stock standing in his name on the books of the Corporation and entitled to
      vote,
      except that in the election of directors, he shall have the right to vote such
      number of shares for as many persons as there are directors to be elected.
      Cumulative voting shall not be permitted in the election of directors or
      otherwise.










B. Preferred
      Stock





(a)  The
      Board
      Of Directors is hereby expressly authorized, by resolution or resolutions,
      to
      provide, out of the unissued shares of preferred stock, for the issuance of
      one
      or more series of preferred stock, with such voting powers, if any, and with
      such designations, preferences and relative, participating, optional or other
      special rights, and qualifications, limitations or restrictions thereof, as
      shall be expressed in the resolution or resolutions providing for the issuance
      thereof adopted by the Board of Directors, including, without limiting the
      generality of the foregoing, the following:





(i)  the
      designation of such series, the number of shares to constitute such series
      and
      the stated value thereof if different from the par value thereof;





(ii)  whether
      the shares of such series shall have voting rights, in addition to any voting
      rights provided by law, and, if so, the terms of such voting rights, which
      may
      be general or limited;





(iii)  the
      dividends, if any, payable on such series, whether any such dividends shall
      be
      cumulative, and, if so, from what dates, the conditions and dates upon which
      such dividends shall be payable, the preferences or relation which such
      dividends shall bear to the dividends payable on any shares of stock of any
      other class or any other series of this class;





(iv)  whether
      the shares of such series shall be subject to redemption by the Corporation,
      and, if so, the times, prices and other terms and conditions of such
      redemption;





(v)  the
      amount or amounts payable upon shares of such series upon, and the rights of
      the
      holders of such series in, the voluntary or involuntary liquidation, dissolution
      or winding up, or upon any distribution of the assets, of the
      Corporation;





(vi)  whether
      the shares of such series shall be subject to the operation of a retirement
      or
      sinking fund and, if so, the extent to and manner in which any such retirement
      or sinking fund shall be applied to the purchase or redemption of the shares
      of
      such series for retirement or other corporate purposes and the terms and
      provisions relative to the operation thereof;





(vii)  whether
      the shares of such series shall be convertible into, or exchangeable for, shares
      of stock of any other class or classes or of any other series of this class
      or
      any other class or classes of capital stock and, if so, the price or prices
      or
      the rate or rates of conversion or exchange and the method, if any, of adjusting
      the same, and any other terms and conditions of such conversion or
      exchange;





(viii)  the
      limitations and restrictions, if any, to be effective while any shares of such
      series are outstanding upon the payment of dividends or the making of other
      distributions on, and upon the purchase, redemption or other acquisition by
      the
      Corporation of, the common stock or shares of stock of any other class or any
      other series of this class; and




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(ix)  the
      conditions or restrictions, if any, upon the creation of indebtedness of the
      Corporation or upon the issue of any additional stock, including additional
      shares of such series or of any other series of this class or of any other
      class
      or classes.





(b)  The
      powers, preferences and relative, participating, optional and other special
      rights of each series of preferred stock, and the qualifications, limitations
      or
      restrictions thereof, if any, may differ from those of any and all other series
      at any time outstanding. All shares of anyone series of preferred stock shall
      be
      identical in all respects with all other shares of such series, except that
      shares of anyone series issued at different times may differ as to the dates
      from which dividends thereon shall be cumulative.





FIFTH:





(a)  Actions
      required or permitted to be taken by the shareholders may be taken without
      a
      meeting of shareholders holding shares having not less than the minimum number
      of votes that would be necessary to authorize or take such action at a meeting
      at which all the shares entitled to vote thereon were present and voted consent
      to such action in writing.





(b)  Unless
      otherwise ordered by a court of competent jurisdiction, at all meetings of
      shareholders, one-third of the shares entitled to vote at such meeting,
      represented in person or by proxy, shall constitute a quorum.





(c)  No
      shareholder of the Corporation shall have any preemptive or other right to
      subscribe for any additional unissued or treasury shares of stock or for other
      securities of any class, or for rights, warrants or options to purchase stock,
      or for scrip, or for securities of any kind convertible into stock or carrying
      stock purchase warrants or privileges.





(d)  The
      Board
      of Directors may from time to time distribute to the shareholders in partial
      liquidation, out of stated capital or capital surplus of the Corporation, a
      portion of its assets, in cash or property, subject to the limitations contained
      in the statutes of Colorado and these Articles of Incorporation.





SIXTH:  The
      number of directors of the Corporation shall be fixed by the bylaws, or if
      the
      bylaws fail to fix such a number, then by resolution adopted from time to time
      by the Board of Directors, and shall not be more than fifteen nor less than
      the
      number required by the Colorado Business Corporation Act, as amended.




SEVENTH:  The
      Corporation may conduct part or all of its business in any other part of
      Colorado, of the United States or of the world. It may hold, purchase, mortgage,
      lease and convey real and personal property in any of such places.




EIGHTH:  To
      the
      extent required by federal or state securities laws, a legend substantially
      in
      the following form will be placed on each share certificate issued by the
      Corporation to restrict the transferability of the Corporation’s shares of
      stock:




The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933 (the “Act”) and are “restricted securities” as that term
      is defined in Rule 144 under the Act. The shares may not be offered for sale,
      sold or otherwise transferred except pursuant to an effective registration
      statement under the Act or pursuant to an exemption from registration under
      the
      Act, the availability of which is to be established to the satisfaction of
      the
      corporation.




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In
      addition, the Board of Directors is authorized to impose any restriction on
      the
      sale, pledge, transfer or other disposition of shares of the Corporation by
      the
      shareholders which, in its sole discretion, but not limited to, these
      restrictions necessary to enable the Corporation to comply with state or federal
      securities laws.




NINTH:




A.  Conflicting
      Interest Transaction .
      As used
      in this section, “conflicting interest transaction” means any of the following:




(a)  A
      loan or
      other assistance by the corporation to a director of the corporation or to
      an
      entity in which a director of the corporation is a director or officer or has
      a
      financial interest;




(b)  A
      guaranty by the corporation of an obligation of a director of the corporation
      or
      of an obligation of an entity in which a director of the corporation is a
      director or officer or has a financial interest; or




(c)  A
      contract or transaction between the corporation and a director of the
      corporation or between the corporation and an entity in which a director of
      the
      corporation is a director or officer or has a financial interest.




B.  Effect
      of Conflicting Interest Transaction .
      No
      conflicting interest transaction shall be void or voidable or be enjoined,
      set
      aside, or give rise to an award of damages or other sanctions in a proceeding
      by
      a shareholder or by or in the right of the corporation, solely because the
      conflicting interest transaction involves a director of the corporation or
      an
      entity in which a director of the corporation is a director or officer or has
      a
      financial interest or solely because the director is present at or participates
      in the meeting of the corporation’s board of directors or of the committee of
      the board of directors which authorizes, approves, or ratifies the conflicting
      interest transaction or solely because the director’s vote is counted for such
      purpose if:




(a)  The
      material facts as to the director’s relationship or interest and as to the
      conflicting interest transaction are disclosed or are known to the board of
      directors of the committee, and the board of directors or committee in good
      faith authorizes, approves, or ratifies the conflicting interest transaction
      by
      the affirmative vote of a majority of the disinterested directors, even though
      the disinterested directors are less than a quorum; or




(b)  The
      material facts as to the director’s relationship or interest and as to the
      conflicting interest transaction are disclosed or are known to the shareholders
      entitled to vote thereon, and the conflicting interest transaction is
      specifically authorized, approved, or ratified in good faith by a vote of the
      shareholders; or




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(c)  The
      conflicting interest transaction is fair as to the corporation as of the time
      it
      is authorized, approved, or ratified by the Board of Directors, a committee
      thereof, or the shareholders.




C.  Common
      or Interested Directors .
      Common
      or interested directors may be counted in determining the presence of a quorum
      at a meeting of the board of directors or of a committee which authorizes,
      approves, or ratifies the conflicting interest transaction.




D.  Loans
      and Guaranties for the Benefit of Directors .
      The
      board of directors of the corporation or a committee thereof shall not authorize
      a loan, by the corporation to a director of the corporation or to an entity
      in
      which a director of the corporation is a director or officer or has a financial
      interest, or a guaranty, by the corporation of an obligation of a director
      of
      the corporation or of an obligation of an entity in which a director of the
      corporation is a director or officer or has a financial interest until at least
      ten (10) days after written notice of the proposed authorization of the loan
      or
      guaranty has been given to the shareholders who would be entitled to vote
      thereon if the issue of the loan or guaranty were submitted to a vote of the
      shareholders. The requirements of this paragraph D. are in addition to, and
      not
      in substitution for, the provisions of paragraph A. of this Article
      NINTH.




E.  Indemnification
      of Directors, etc. The
      Corporation shall indemnify, to the maximum extent permitted by law, any
      director, officer, agent, fiduciary or employee of the Corporation against
      any
      claim, liability or expense arising against or incurred by such person as a
      result of actions reasonably taken by him at the direction of the Corporation.
      The Corporation shall further have the authority to the full extent permitted
      by
      law to indemnify its directors, officers, agents fiduciaries and employees
      against any claims, liability or expense arising against or incurred by them
      in
      all other circumstances and to maintain insurance providing such
      indemnification.




F.  Limitation
      on Director’s Liability .
      No
      director of this Corporation shall have any personal liability for monetary
      damages to the Corporation or its shareholders for breach of the director’s
      fiduciary duty as a director; except that this provision shall not eliminate
      or
      limit the personal liability of a director to the Corporation or its
      shareholders for monetary damages for: (i) any breach of the director’s duty of
      loyalty; (ii) acts or omissions not in good faith or that involve intentional
      misconduct or knowing violation of law; (iii) voting for or assenting to a
      distribution in violation of Colorado Revised Statutes § 7-106-401 or the
      Articles of Incorporation, as amended, if it is established that the director
      did not perform the director’s duties in compliance with Colorado Revised
      Statutes § 7-108-401, provided that the personal liability of a director in this
      circumstance shall be limited to the amount of the distribution that exceeds
      what could have been distributed without violation of Colorado Revised Statutes
      § 7-106-401 or the Articles of Incorporation, as amended; or (iv) any
      transaction from which the directly or indirectly derives an improper personal
      benefit. Nothing contained herein wiil be construed to deprive any director
      of
      the director’s right to all defenses ordinarily available to a director, nor
      will anything herein be construed to deprive any director of any right the
      director may have for contribution from any other director or
      person.




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G.  Negation
      of Equitable Interests in Shares or Rights .
      The
      Corporation shall be entitled to treat the registered holder of any shares
      of
      the Corporation as the owner thereof for all purposes, including all rights
      deriving from such shares, and shall not be bound to recognize any equitable
      or
      other claim to or interest in, such shares or rights deriving from such shares,
      on the part of any other person, including but without limiting the generality
      hereof, a purchaser, assignee or transferee of such shares or rights deriving
      from such shares, unless and until such purchaser, assignee, transferee or
      other
      person becomes the registered holder of such shares, whether or not the
      Corporation shall have either actual or constructive notice of the interest
      of
      such purchaser, assignee, transferee or other person. The purchaser, assignee,
      or transferee of any of the shares of the Corporation shall not be entitled:
      to
      receive notice of the meetings of the shareholders; to vote at such meetings;
      to
      examine a list of the shareholders; to be paid dividends or other sums payable
      to shareholders; or to own, enjoy and exercise any other rights deriving from
      such shares against the Corporation, until such purchaser, assignee, or
      transferee has become the registered holder of such shares.




IN
      WITNESS HEREOF, the below authorized officer of the Corporation signed these
      Amended and Restated Articles of Incorporation on the ___ day of ____
      2008.




By:
      _____________________


Name:
      ___________________


Title:
      ____________________




*
      * * * *
      *




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