**Exhibit
      3.1**





**AMENDED
      AND RESTATED ARTICLES OF INCORPORATION**





**OF**





**IMMEDIATEK,
      INC.**





That
      the
      undersigned for the purpose of forming a corporation under and by virtue of
      the
      laws of the State of Nevada, do hereby adopt the following Amended and Restated
      Articles of Incorporation.





ARTICLE
      I





The
      name
      of the corporation shall be Immediatek, Inc.





ARTICLE
      II


The
      incorporators:





Zach
      Bair, 10488
      Brockwood Road, Dallas, Texas, 75 238





Paul
      Marin, 10488 Brockwood Road, Dallas, Texas, 75238





ARTICLE
      III





The
      purpose for which this corporation is organized is the transaction of any and
      all lawful business.





ARTICLE
      IV





There
      are
      no limitations on the powers of the corporation.





ARTICLE
      V





Section
      5.01 Authorization
      and Characteristics of Shares The
      corporation shall have authority to issue five hundred million (500,000,000)
      shares of common stock at a par value of $0.001 per share; and five million
      (5,000,000) shares of preferred stock at a par value of $0.001 per share. The
      preferred stock may be issued, from time to time, in one or more series, as
      authorized by the Board of Directors. The Board of Directors, by resolution,
      shall designate that series to distinguish it from other series and classes
      of
      stock of the corporation, shall specify the number of shares to be included
      in
      the series, and shall fix the terms, rights, restrictions, and qualifications
      of, the shares of the series, including any preferences, voting power, dividend
      rights and redemption, sinking fund and conversion rights. The relative powers,
      preferences and rights of each series of preferred stock in relation to the
      powers, preferences and rights of each other series of preferred stock shall
      be
      as fixed, from time to time, by the Board of Directors in the resolution or
      resolutions authorizing the issuance of each series adopted by the Board of
      Directors.








Except
      as
      otherwise required by law, these Amended and Restated Articles of Incorporation
      or the provisions of any resolutions adopted by the Board of Directors
      authorizing the issuance of preferred stock, each holder of shares of common
      stock shall be entitled to one vote in respect of each share of common stock
      held in his name on the books of the corporation on each matter voted upon
      by
      the stockholders. Cumulative voting of shares is expressly
      prohibited.





Section
      5.02 Reverse
      Split of Outstanding Stock Each one
      (1) share of common stock of the corporation, par value $0.001 per
      share, either issued and outstanding or held by the corporation in treasury,
      immediately prior to the time of the filing and recording of these Amended
      and
      Restated Articles of Incorporation (“Articles”) in the Office of the Secretary
      of State of the State of Nevada, shall, upon the filing and recording of the
      Articles in the Office of the Secretary of State of the State of Nevada, thereby
      and thereupon automatically be reclassified and changed, without any further
      action, into one-one hundredth (1/100 th )
      of a
 validly issued, fully paid and nonassessable share of common stock of the
      corporation, par value $0.001 per share. Further, each one (1) share of
      common stock of the corporation, par value $0.001 per share, issuable upon
      the
      exercise or conversion of any and every option, warrant or other right
      outstanding immediately prior to the time of the filing and recording of the
      Articles in the Office of the Secretary of State of the State of Nevada, shall,
      upon the filing and recording of the Articles in the Office of the Secretary
      of
      State of the State of Nevada, thereby and thereupon automatically be
      reclassified and adjusted, without any further action, into one-one hundredth
      (1/100 th )
      of a
      share of common stock of the corporation, par value $0.001 per share, and the
      exercise or conversion price of such right, option or warrant shall, upon the
      filing and recording of the Articles in the Office of the Secretary of State
      of
      the State of Nevada, thereby and thereupon automatically be proportionately
      adjusted, without any further action, by multiplying the exercise or conversion
      price then in effect by one hundred (100), all in accordance with, and upon,
      the
      terms of such right, option or warrant. The corporation shall not issue any
      fractional shares with respect to the combination. To the extent that a
      shareholder holds a fractional share of common stock after giving effect to
      the
      combination provided for in this Section 5.02, such shareholder shall receive
      one whole share of common stock in lieu of such fractional share.








ARTICLE
      VI





The
      holders of the capital stock of the corporation shall not have any preemptive
      rights.







ARTICLE
      VII





The
      corporation shall be managed by a Board of Directors whose number, duties and
      responsibilities are set forth in Bylaws adopted by the corporation. The names
      and addresses of the persons who currently serve as Directors are as follows:





Zach
      Bair, 10488 Brockwood Road, Dallas, Texas, 75238





Paul
      Marin, 10488 Brockwood Road, Dallas, Texas, 75238





ARTICLE
      VII





The
      name
      and address of the Resident Agent is:





Nevada
      Corporate Headquarters


101
      Convention Center Drive, Suite 700


Las
      Vegas, NV 89109





ARTICLE
      IX





The
      Board
      of Directors of the corporation may, from time to time, distribute on a pro-rata
      basis to the shareholders of the corporation out of the capital surplus of
      the
      corporation, a portion of the corporation’s assets, in cash or
      property.





ARTICLE
      X





The
      corporation shall indemnify the directors and officers of the corporation from
      any and all liability to the fullest extent permitted by law.











These
      Amended and Restated Articles of Incorporation have been duly adopted in
      accordance with general corporation law of the State of Nevada.





The
      number of shares of the corporation outstanding that were entitled to vote
      on an
      amendment to the Articles of Incorporation was: 32,394,655; that said changes
      and amendments have been consented to and approved by the stockholders holding
      at least a majority of each class of voting stock outstanding and entitled
      to
      vote thereon.





The
      number of shares that consent to such amendments was 16,556,712 (51.1%) and
      the
      number that voted against was 0 (0%).








The
      undersigned has signed these Amended and Restated Articles of Incorporation
      on
      June 2, 2006.




Signed:/s/ ZACH
              BAIRZach
              BairChief
              Executive
              Officer & President