EXHIBIT 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                            AFG ENTERPRISES USA, INC.



      PURSUANT TO SECTIONS 78.380 AND 78.390 OF THE NEVADA REVISED STATUTES


AFG Enterprises  USA, Inc., a corporation  organized and existing under the laws
of the State of Nevada (the "Corporation"), hereby certifies as follows:

         1. The name of the  Corporation is AFG  Enterprises  USA, Inc., and the
original  Articles  of  Incorporation  of the  Corporation  was  filed  with the
Secretary of State of the State of Nevada on February 19, 1993.

         2. These Amended and Restated  Articles of  Incorporation,  which amend
the provisions of the Articles of  Incorporation,  as heretofore  amended,  have
been duly adopted by the Board of Directors of the  Corporation and by action by
written consent of the stockholders of the Corporation in lieu of a meeting,  in
accordance with the provisions of Section 78.320 of the Nevada Revised  Statutes
("N.R.S.")  and,  upon filing with the Secretary of State of the State of Nevada
in accordance with Section 78.320 of the N.R.S., shall thenceforth supersede the
original Articles of Incorporation,  as heretofore amended, and shall, as it may
thereafter be amended in accordance  with its terms and  applicable  law, be the
Articles of Incorporation of the Corporation.

         3. The text of the Articles of Incorporation, as heretofore amended, is
hereby amended and restated in its entirety to read as follows:

                                    Article I

         The  name  of  the   corporation   (hereinafter   referred  to  as  the
"Corporation") is:

                            AFG Enterprises USA Inc.

                                   Article II

         The  address  of the  Corporation's  registered  office in the State of
Nevada is 502 East John Street, Carson City, Nevada 89706, in the City of Carson
City, County of Carson.  The name of the Corporation's  registered agent at such
address is CSC Services of Nevada, Inc.


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                                   Article III

         The purpose of the Corporation  shall be to engage in any lawful act or
activity for which  corporations  may be organized  and  incorporated  under the
Nevada Revised Statutes (the "N.R.S.").

                                   Article IV

         (a)      Authorized Capital Stock.

                  (i)      The  total   number  of  shares  of  stock  that  the
Corporation  shall have  authority to issue is  305,000,000,  consisting  of (i)
300,000,000  shares of Common Stock, par value $0.001 per share ("Common Stock")
and (ii)  5,000,000  shares  of  Preferred  Stock,  par value  $0.001  per share
("Preferred Stock").


                  (ii)     Effective as of May 2, 2005 a reverse  stock split of
159.67 to 1 was  effectuated.  Additionally,  on the date of the filing of these
Amended and Restated  Articles of Incorporation  (the "Effective  Time"),  every
fifty (50)  shares of the  Corporation's  Common  Stock  issued and  outstanding
immediately  prior to the  Effective  Time (the  "Old  Common  Stock")  shall be
automatically  reclassified  as and converted  into one share of Common Stock of
the  Corporation  (the "New  Common  Stock").  Notwithstanding  the  immediately
preceding sentence,  no fractional shares of New Common Stock shall be issued to
the  holders  of record of Old Common  Stock in  connection  with the  foregoing
reclassifications  of shares of Old Common Stock into New Common Stock.  In lieu
thereof,  each  holder of  record of Old  Common  Stock who would  otherwise  be
entitled to receive a fractional share of New Common Stock shall receive one (1)
whole share of New Common Stock.

         (b)      Preferred  Stock.  Preferred  Stock may be issued from time to
time in one or more  series.  The Board of  Directors  is hereby  authorized  to
provide for the issuance of shares of Preferred Stock in series and, by filing a
certificate  pursuant  to  the  N.R.S.  (hereinafter,  along  with  any  similar
designation  relating  to any  other  class  of  stock  that  may  hereafter  be
authorized,  referred to as a "Preferred Stock Designation"),  to establish from
time to time the number of shares to be included in each such series, and to fix
the  designation,  powers,  preferences  and  rights of the  shares of each such
series  and  the  qualifications,  limitations  and  restrictions  thereof.  The
authority of the Board of Directors  with respect to each series shall  include,
but not be limited to, determination of the following:

                  (i)      The  designation  of  the  series,  which  may  be by
distinguishing number, letter or title.



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                  (ii)     The number of shares of the series,  which number the
Board of  Directors  may  thereafter  (except  where  otherwise  provided in the
Preferred Stock  Designation)  increase or decrease (but not below the number of
shares thereof then outstanding).

                  (iii)    The amounts payable on, and the preferences,  if any,
of shares of the series in respect of dividends,  and whether such dividends, if
any, shall be cumulative or noncumulative.

                  (iv)     Dates on which dividends, if any, shall be payable.

                  (v)      The  redemption  rights and price or prices,  if any,
for shares of the series.

                  (vi)     The terms and amount of any sinking fund provided for
the purchase or redemption of shares of the series.

                  (vii)    The amounts payable on and the  preferences,  if any,
of  shares  of  the  series  in  the  event  of  any  voluntary  or  involuntary
liquidation, dissolution or winding up of the affairs of the Corporation.

                  (viii)   Whether the shares of the series shall be convertible
into or  exchangeable  for  shares of any other  class or  series,  or any other
security,  of the  Corporation  or  any  other  corporation,  and,  if  so,  the
specification  of such  other  class  or  series  of such  other  security,  the
conversion  or  exchange  price or  prices  or rate or  rates,  any  adjustments
thereof,  the date or  dates  at which  such  shares  shall  be  convertible  or
exchangeable  and all other terms and conditions  upon which such  conversion or
exchange may be made.

                  (ix)     Restrictions  on the  issuance  of shares of the same
series or of any other class or series.

                  (x)      The voting  rights,  if any, of the holders of shares
of the series.

         (c)      Common Stock. The Common Stock shall be subject to the express
terms of the Preferred Stock and any series thereof.  Each share of Common Stock
shall be equal to each other share of Common Stock. Except as may be provided in
these Amended and Restated  Articles of  Incorporation  or in a Preferred  Stock
Designation, the holders of shares of Common Stock shall be entitled to one vote
for each such share upon all questions presented to the stockholders.

         (d)      Voting Rights.  Except as may be provided in these Amended and
Restated  Articles of Incorporation or in a Preferred Stock  Designation,  or as
may be required by  applicable  law, the Common  Stock shall have the  exclusive
right to vote for the  election of  directors  and for all other  purposes,  and
holders of  Preferred  Stock  shall not be  entitled  to  receive  notice of any
meeting of stockholders at which they are not entitled to vote.


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                                    Article V

         The Board of  Directors  is hereby  authorized  to  create  and  issue,
whether or not in connection with the issuance and sale of any of stock or other
securities or property of the Corporation,  rights entitling the holders thereof
to purchase  from the  Corporation  shares of stock or other  securities  of the
Corporation  or any other  corporation.  The  times at which and the terms  upon
which such rights are to be issued will be  determined by the Board of Directors
and set forth in the contracts or  instruments  that  evidence such rights.  The
authority of the Board of Directors  with respect to such rights shall  include,
but not be limited to, determination of the following:

         (a)      The  initial  purchase  price per  share or other  unit of the
stock or other  securities  or property to be  purchased  upon  exercise of such
rights.

         (b)      Provisions   relating   to  the   times  at   which   and  the
circumstances  under which such  rights may be  exercised  or sold or  otherwise
transferred,  either together with or separately  from, any other stock or other
securities of the Corporation.

         (c)      Provisions  that adjust the number or  exercise  price of such
rights  or  amount  or  nature  of the  stock or other  securities  or  property
receivable upon exercise of such rights in the event of a combination,  split or
recapitalization  of any stock of the Corporation,  a change in ownership of the
Corporation's   stock  or  other   securities  or  a   reorganization,   merger,
consolidation, sale of assets or other occurrence relating to the Corporation or
any stock of the  Corporation,  and  provisions  restricting  the ability of the
Corporation to enter into any such transaction absent an assumption by the other
party or  parties  thereto  of the  obligations  of the  Corporation  under such
rights.

         (d)      Provisions  that deny the holder of a specified  percentage of
the  outstanding  stock or other  securities  of the  Corporation  the  right to
exercise such rights and/or cause the rights held by such holder to become void.

         (e)      Provisions  that permit the  Corporation to redeem or exchange
such rights.

         (f)      The appointment of a rights agent with respect to such rights.



                                   Article VI

         (a)      Subject  to  the  rights  of the  holders  of  any  series  of
Preferred  Stock or any  other  series  or class of stock as set  forth in these
Amended and Restated  Articles of Incorporation,  to elect additional  directors
under specified circumstances,  the number of directors of the Corporation shall
be fixed by the Bylaws of the Corporation and may be increased or decreased from
time to time in such a manner as may be prescribed by the Bylaws.



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         (b)      Unless  and  except  to the  extent  that  the  Bylaws  of the
Corporation shall so require,  the election of directors of the Corporation need
not be by written ballot.

         (c)      Subject  to  the  rights  of the  holders  of  any  series  of
Preferred  Stock or any other  series  or class of stock,  as set forth in these
Amended and Restated  Articles of Incorporation,  to elect additional  directors
under  specified  circumstances,  vacancies  resulting from death,  resignation,
retirement,  disqualification,  removal  from office or other  cause,  and newly
created  directorships  resulting from any increase in the authorized  number of
directors, may be filled, unless the Board of Directors otherwise determines, by
the affirmative vote of a majority of the remaining directors,  though less than
a quorum of the Board of Directors,  or by the sole  remaining  director,  or by
stockholders.  Directors so chosen shall hold office for a term  expiring at the
next annual meeting of stockholders  and until such  director's  successor shall
have been duly elected and  qualified.  No decrease in the number of  authorized
directors  constituting  the Board of  Directors  shall  shorten the term of any
incumbent director.

         (d)      Subject  to  the  rights  of the  holders  of  any  series  of
Preferred  Stock or any other  series or class of capital  stock as set forth in
these  Amended and  Restated  Articles  of  Incorporation,  to elect  additional
directors under specified  circumstances,  any director,  or the entire Board of
Directors,  may be removed from office at any time,  but only for cause and only
by the affirmative  vote of the holders of a majority of the voting power of the
then  outstanding  Voting  Stock,  voting  together as a single  class.  For the
purposes of these Amended and Restated Articles of Incorporation, "Voting Stock"
shall mean the outstanding  shares of capital stock of the Corporation  entitled
to vote generally in the election of directors.

                                   Article VII

         (a)      In  furtherance  of,  and not in  limitation  of,  the  powers
conferred by applicable law, the Board of Directors is expressly  authorized and
empowered  to adopt,  amend or repeal the Bylaws of the  Corporation;  provided,
however,  that the  Bylaws  adopted by the Board of  Directors  under the powers
hereby  conferred may be amended or repealed by the Board of Directors or by the
stockholders having voting power with respect thereto.

         (b)      The Corporation may in its Bylaws confer powers upon the Board
of  Directors  in  addition to the  foregoing  and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable law.



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                                  Article VIII

         (a)      Each  person  who is or was or had agreed to become a director
or officer of the Corporation,  or each such person who is or was serving or who
had agreed to serve at the  request of the Board of  Directors  or an officer of
the  Corporation  as a  director,  officer or  trustee  of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  (including the heirs,
executor,  administrators or estate of such person), shall be indemnified by the
Corporation,  in accordance with the Bylaws of the  Corporation,  to the fullest
extent  permitted  from  time to time by the  N.R.S.  as the same  exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  than  said  law  permitted  the  Corporation  to  provide  prior to such
amendment) or any other applicable laws as presently or hereafter in effect.

         (b)      The  Corporation  may, by action of the Board of  Directors or
through the adoption of Bylaws, provide  indemnification to employees and agents
of the  Corporation,  and to persons  serving as  employees or agents of another
corporation,  partnership,  joint  venture,  trust or other  enterprise,  at the
request of the  Corporation,  with the same  scope and  effect as the  foregoing
indemnification of directors and officers.  The Corporation shall be required to
indemnify any person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part thereof)
was  authorized  by the Board of Directors  or is a  proceeding  to enforce such
person's  claim to  indemnification  pursuant  to the  rights  granted  by these
Amended and Restated Articles of Incorporation or otherwise by the Corporation.

         (c)      The right to  indemnification  conferred  in this Article VIII
shall  be a  contract  right  and  shall  include  the  right  to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition, such advances to be paid by the Corporation within twenty
(20) days after the receipt by the Corporation of a statement or statements from
the claimant  requesting  such advance or advances from time to time;  provided,
however, that if the N.R.S.  requires,  the payment of such expenses incurred by
such a person  in his or her  capacity  as such a  director  or  officer  of the
Corporation in advance of the final  disposition of a proceeding,  shall be made
only upon delivery to the  Corporation of an undertaking by or on behalf of such
director or officer,  to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article VIII or otherwise.

         (d)      Without   limiting  the   generality  or  the  effect  of  the
foregoing, the Corporation may enter into one or more agreements with any person
that provide for indemnification greater or different than that provided in this
Article VIII.

         (e)      Neither any amendment or repeal of any Section of this Article
VIII,  nor the adoption of any provision of these Amended and Restated  Articles
of Incorporation or the Bylaws of the Corporation inconsistent with this Article
VIII, shall adversely  affect any right or protection of any director,  officer,
employee or other agent  established  pursuant to this Article VIII  existing at
the time of such  amendment,  repeal or adoption of an  inconsistent  provision,
including  without  limitation  by  eliminating  or reducing  the effect of this
Article VIII, for or in respect of any act,  omission or other matter occurring,
or any action or proceeding  accruing or arising (or that,  but for this Article
VIII, would accrue or arise), prior to such amendment,  repeal or adoption of an
inconsistent provision.


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                                   Article IX

         (a)      The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest  extent  permitted by the N.R.S.,  as
now or hereafter  in effect.  If the N.R.S.  is amended to  authorize  corporate
action further eliminating or limiting the personal liability of directors, then
the  liability  of a director  of the  Corporation  shall be  eliminated  to the
fullest extent permitted by the N.R.S., as so amended.

         (b)      Neither any amendment or repeal of any Section of this Article
IX, nor the adoption of any provision of these Amended and Restated  Articles of
Incorporation  or the Bylaws of the Corporation  inconsistent  with this Article
IX, shall adversely  affect any right or protection of any director  established
pursuant to this  Article IX existing at the time of such  amendment,  repeal or
adoption  of  an  inconsistent   provision,   including  without  limitation  by
eliminating  or reducing the effect of this Article IX, for or in respect of any
act, omission or other matter occurring, or any action or proceeding accruing or
arising (or that, but for this Article IX, would accrue or arise), prior to such
amendment, repeal or adoption of an inconsistent provision.


                                    Article X

         Except as may be  expressly  provided  in these  Amended  and  Restated
Articles of  Incorporation,  the Corporation  reserves the right at any time and
from time to time to amend,  alter,  change or repeal any provision contained in
these  Amended and  Restated  Articles  of  Incorporation  or a Preferred  Stock
Designation,  and any other  provisions  authorized  by the laws of the State of
Nevada  at the time in force  may be added or  inserted,  in the  manner  now or
thereafter  prescribed herein or by applicable law, and all rights,  preferences
and privileges of whatsoever  nature conferred upon  stockholders,  directors or
any other  persons  whomsoever  by and  pursuant to these  Amended and  Restated
Articles  of  Incorporation  in its  present  form or as  hereafter  amended are
granted subject to the right reserved in this Article X; provided, however, that
any  amendment  or repeal of Article  VIII or Article  IX of these  Amended  and
Restated  Articles  of  Incorporation  shall not  adversely  affect any right or
protection  existing hereunder in respect of any act or omission occurring prior
to such  amendment  or repeal;  and provided  further  that no  Preferred  Stock
Designation  shall be amended  after the issuance of any shares of the series of
Preferred  Stock created  thereby,  except in accordance  with the terms of such
Preferred Stock Designation and the requirements of applicable law.


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         IN WITNESS WHEREOF,  AFG Enterprises USA, Inc. has caused these Amended
and Restated Articles of Incorporation to be signed by the undersigned  officer,
thereunto duly authorized, this 6th day of March, 2006.


                                      AFG ENTERPRISES USA, INC.


                                      _______________________________________
                                      Douglas Croxall
                                      Chief Executive Officer




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