**AMENDED
      AND RESTATED**


**ARTICLES
      OF INCORPORATION**


**OF**


**THE
      BLACKHAWK FUND**







Frank
      X.
      Marshik hereby certifies the following:





I.
            He
                is the President and Secretary of The Blackhawk Fund, a Nevada corporation
                (the “Corporation”).





II.  The
      Articles of Incorporation of the Corporation shall be amended and restated
      to
      read in full as follows:




1.  The
      name
      of the corporation is The Blackhawk Fund.




2.  The
      purpose of the corporation is to engage in any lawful act or activity for which
      corporations may be organized under the laws of the State of
      Nevada.




3.  The
      aggregate number of shares of all classes of capital stock which the corporation
      shall have authority to issue is Four Billion Fifty Million (4,050,000,000),
      consisting of (i) Four Billion (4,000,000,000) shares of common stock, par
      value $0.0001 per share (the “Common Stock”), and (ii) Fifty Million
      (50,000,000) shares of preferred stock, par value $0.0001 per share (the
“Preferred Stock”). The Preferred Stock may be issued from time to time in one
      or more series. The board of directors is authorized to fix the number of shares
      of any series of Preferred Stock, to determine the designation of any such
      series and to determine or alter the rights, preferences, privileges,
      qualifications, limitations and restrictions granted to or imposed upon any
      wholly unissued series of Preferred Stock and, within the limits and
      restrictions stated in any resolution or resolutions of the board of directors
      originally fixing the number of shares constituting any series, to increase
      or
      decrease (but not below the number of shares of such series then outstanding)
      the number of shares of any such series subsequent to the issue of shares of
      that series.




4.  The
      governing board of this corporation shall be known as directors. The initial
      authorized number of directors shall be one (1). The number of directors may
      from time to time be increased or decreased in such manner as shall be provided
      by the bylaws of this corporation.




5.  The
      corporation shall have perpetual existence.





6.  Cumulative
      voting shall not be permitted by the corporation.




7.  In
      furtherance, and not in limitation of the powers conferred by statute, the
      board
      of directors is expressly authorized as follows:




(i)  Subject
      to the bylaws, if any, adopted by the stockholders, to make, alter or amend
      the
      bylaws of the corporation.







(ii)  To
      fix
      the amount to be reserved as working capital over and above its capital stock
      paid in, to authorize and cause to be executed mortgages and liens upon the
      real
      and personal property of this corporation.




(iii)  By
      resolution passed by a majority of the whole board, to designate one or more
      committees, each committee to consist of one or more of the directors of the
      corporation, which, to the extent provided in the resolution or in the bylaws
      of
      the corporation, shall have and may exercise the powers of the board of
      directors in the management of the business and affairs of the corporation,
      and
      may authorize the seal of the corporation to be affixed to all papers which
      may
      require it. Such committee or committees shall have such name and names as
      may
      be stated in the bylaws of the corporation or as may be determined from time
      to
      time by resolution adopted by the board of directors.




(iv)  When
      and
      as authorized by the affirmative vote of stockholders holding stock entitling
      them to exercise at least a majority of the voting power given at a
      stockholders’ meeting called for that purpose, or when authorized by the written
      consent of the holders of at least a majority of the voting stock issued and
      outstanding, the board of directors shall have power and authority at any
      meeting to sell, lease or exchange all of the property and assets of the
      corporation, including its good will and its corporate franchises, upon such
      terms and conditions as its board of directors deem expedient and for the best
      interest of the corporation.




8.  Meetings
      of stockholders may be held outside the State of Nevada, if the bylaws so
      provide. The books of the corporation may be kept (subject to any provision
      contained in the statutes) outside the State of Nevada at such place or places
      as may be designated from time to time by the board of directors or in the
      bylaws of the corporation.




9.  The
      personal liability of a director or officer to the corporation or its
      stockholders for damages for breach of fiduciary duty as a director or officer
      shall be eliminated to the fullest extent permissible under Nevada law except
      for the following: (a) acts or omissions which involve intentional
      misconduct, fraud or a knowing violation of law; or (b) the payment of
      distributions in violation of Section 78.300 of the Nevada Revised
      Statutes.




If
      the
      Nevada Revised Statutes are hereinafter amended to authorize the further
      elimination or limitation of the liability of a director or officer, then the
      liability of a director or officer of the corporation shall be eliminated or
      limited to the fullest extent permitted by the Nevada Revised Statutes, so
      as
      amended.




Any
      repeal or modification of the foregoing provisions of Article 9 by the
      stockholders of the corporation shall not adversely affect any right or
      protection of a director or officer of the corporation existing prior to the
      date when such repeal or modification becomes effective.




10.  This
      corporation reserves the right to amend, alter, change or repeal any provision
      contained in the articles of incorporation, in the manner now or hereafter
      prescribed by statute, or by the articles of incorporation, and all rights
      conferred upon stockholders herein are granted subject to this
      reservation.




11.  At
      such
      time, if any, as the corporation becomes a “resident domestic corporation,” as
      that term is defined in Section 78.427 of the Nevada Revised Statutes, the
      corporation shall not be subject to, or governed by, any of the provisions
      in
      Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, as may
      be
      amended from time to time, or any successor statute.







12.  At
      such
      time, if any, as the corporation becomes an “issuing corporation,” as that term
      is defined in Section 78.3788 of the Nevada Revised Statutes, this corporation
      shall not be subject to, or governed by any of the provisions in Sections 78.378
      to 78.3793, inclusive, of the Nevada Revised Statutes, as may be amended from
      time to time.




13.  The
      corporation may, by resolution or resolutions adopted by the board of directors
      and without obtaining approval of the stockholders of the corporation, increase
      or decrease the number of issued and outstanding shares of a class or series
      of
      its authorized capital stock held by each stockholder of record of such class
      or
      series without correspondingly increasing or decreasing the number of authorized
      shares of such class or series. The resolution may, but is not required to,
      also
      provide for an increase or decrease of the number of authorized shares of such
      class or series in either a corresponding or disproportionate ratio to the
      increase or decrease in the number of issued and outstanding shares of such
      class or series. The resolution may also provide for a change of the par value,
      if any, of the same class or series of the shares increased or decreased. An
      increase or decrease of the number of issued and outstanding shares of a class
      or series of authorized capital stock does not have to be approved by either
      (a)
      the vote of stockholders holding a majority of the voting power of the affected
      class or series, or (b) the vote of the holders of shares representing a
      majority of the voting power of any class or series whose preference or rights
      are adversely affected by the increase or decrease.




III.
            These
                Amended and Restated Articles of Incorporation have been duly approved
                by
                the board of directors of the Corporation as of May 6,
                2008.





IV.
            The
                vote by which the stockholders holding shares in the Corporation
                entitling
                them to exercise at least a majority of the voting power, or such
                greater
                proportion of the voting power as may be required in the case of
                a vote by
                classes or series, or as may be required by the provisions of the
                Articles
                of Incorporation have voted in favor of these Amended and Restated
                Articles of Incorporation is 5,124,727,582.  V.
            The
                effective date of this filing is August 19,
                2008.






/s/
      Frank X. Marshik


Frank
      X.
      Marshik, President and
      Secretary