**EXHIBIT
      3.3**





**CERTIFICATE
      OF MERGER**




**OF**




**CYBERFUND,
      INC.**


**(an
      Oklahoma corporation)**





**WITH
      AND INTO**





**ROK
      ENTERTAINMENT GROUP INC.**


**(a
      Delaware corporation)**




The
      undersigned corporation, organized and existing under and by virtue of the
      General Corporation Law of the State of Delaware, DOES HEREBY
      CERTIFY:




FIRST :  That
      the
      name and state of incorporation of each of the constituent corporations of
      the
      merger are as follows:




Name
            
            State
                of IncorporationCyberfund,
                Inc.
            
            OklahomaROK
                Entertainment Group Inc.
            
            Delaware




SECOND :  That
      an
      Agreement and Plan of Merger between each of the constituent corporations has
      been approved, adopted, certified, executed and acknowledged by each of the
      constituent corporations in accordance with Section 252 of the General
      Corporation Law of the State of Delaware.




THIRD :  That
      the
      name of the surviving corporation of the merger is ROK Entertainment Group
      Inc.,
      a Delaware corporation.




FOURTH :  That
      the
      certificate of incorporation of ROK Entertainment Group Inc., a Delaware
      corporation and the surviving corporation of the merger, as now in full force
      and effect, shall continue to be the certificate of incorporation of the
      surviving corporation, until thereafter amended as provided therein or by
      applicable law.




FIFTH :  That
      the
      executed Agreement and Plan of Merger is on file at the principal place of
      business of the surviving corporation. The address of the principal place of
      business of the surviving corporation is ROK House, Kingswood Business Park,
      Holyhead Road, Albrighton, Wolverhampton WV7 3AU, United Kingdom.




SIXTH :  That
      a
      copy of the Agreement and Plan of Merger will be furnished by the surviving
      corporation, on request, and without cost, to any stockholder of each of the
      aforesaid constituent corporations.





SEVENTH :  The
      authorized capital stock of each foreign corporation which is a party to the
      merger is as follows:




Corporation
            
            Class
            
            Number of Shares
            
            Par ValueCyberfund,
                Inc. (an Oklahoma corporation)
            
            
            Common
              
              Preferred
            
            
            100,000,000
              
              100,000
            
            $
              
              $
            .001
              
              .001




IN
      WITNESS WHEREOF, ROK Entertainment Group Inc. has caused this Certificate of
      Merger to be executed in its corporate name this 28th day of December
      2007.




ROK
                Entertainment Group Inc.(a
                Delaware corporation)By:
            /s/
                Laurence AlexanderLaurence
                AlexanderPresident
                and Chief Executive Officer





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