EXHIBIT 3.2

|AMENDED AND RESTATED     
|-------------------------
|ARTICLES OF INCORPORATION
|                         
|OF                       
|                         
|MCG DIVERSIFIED, INC.    
|A Florida Corporation    

Marguerite Godels certifies that:

1. Marguerite Godels is the duly elected and acting President and duly
elected and acting Secretary of the corporation herein above named.

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

ARTICLE I.

The name of the corporation shall be MCG Diversified, Inc. and shall be
governed by Title XXXVI Chapter 607 of the Florida Statutes.

ARTICLE II.

The nature of the business of the corporation shall be to engage in any
lawful activity permitted by the laws of the State of Florida, and desirable to
support the continued existence of the corporation.

ARTICLE III.

The total authorized capital stock of the corporation shall be Fifty million
(50,000,000) shares of $.001 par value common stock, all or any part of which
capital stock may be paid for in cash, in property or in labor and services at a
fair valuation to be fixed by the Board of Directors. Such stock may be issued
from time to time without any action by the stockholders for such consideration
as may be fixed from time to time by the Board of Directors, and shares so
issued, the full consideration for which has been paid or delivered. shall be
deemed the fully paid up stock, and the holder of such shares shall not be
liable for any further payment thereof. Each share of stock shall have voting
privileges and will be eligible for dividends.

ARTICLE IV.

The amount of capital with which this corporation shall commence shall be One
Hundred Dollars and NO/l00 ($100.00).

ARTICLE V.

The corporation shall have perpetual existence.

ARTICLE VI.

The principal place of business of this corporation shall be:

|8700 64th Street North      
|----------------------------
|Pinellas Park, Florida 33782

Located in Pinellas County, Florida. The corporation shall have the power to
establish other offices both within and without the State of Florida. The
registered agent and the office of the resident agent shall be as follows:

|Marguerite Godels            
|-----------------------------
|770 1st Avenue North         
|St. Petersburg, Florida 33701

ARTICLE VII.

The governing board of this corporation shall be known as Directors, which
shall consist of not less than one (1) Director and not more than fifteen (15)
directors and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
corporation, provided that the number of directors shall not be reduced to less
than one (1) Director. The election of directors shall be on an annual
basis.

Each of the said Directors shall be of full and legal age.

A quorum for the transaction of business shall be a simple majority of the
Directors so qualified and present at a meeting. Meetings of the Board of
Directors may be held within or without the State of Florida and members of the
Board of Directors need not be stockholders.

ARTICLE VIII.

The names and post office addresses of the Board of Directors of the
corporation are:

Marguerite Godels: 8700 64th Street N., Pinellas Park, Florida
33782

ARTICLE IX.

The names and post office addresses of the Officers, subject to this Charter
and the By- Laws of the corporation and the laws of the State of Florida, shall
hold office for the first year of business or until removal, resignation or an
election is held by the Board of Directors for the election of the officers and
or the successors have been duly elected and qualified are:

Marguerite Godels: 8700 64th Street N., Pinellas Park, Florida
33782

ARTICLE X.

The names and post office addresses of the subscribers to these Articles of
Incorporation are:

Marguerite Godels: 8700 64th Street N., Pinellas Park, Florida
33782

ARTICLE XI.

It is specified that the date when the corporate existence of the corporation
shall commence is the date of filing by the Secretary of State of these Articles
of Incorporation.

The undersigned, being the original incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Florida, and in pursuance of the general corporation law of the State
of Florida, does make and file this certificate, hereby declaring and certifying
the facts hereinabove stated are true, and accordingly has hereunto set her hand
this 15th day of March, 2002.

|/s/ MARGUERITE GODELS
|---------------------
|MARGUERITE GODELS    

I further declare under penalty of perjury under the laws of the State of
Florida that the maters set forth in this Amended and Restated Articles of
Incorporation are true and correct to the best of my knowledge.

DONE and DATED this 15th day of March, 2002.

|STATE OF FLORIDA   | )  
|------------------ | ---
|                   | )SS
|COUNTY OF PINELLAS | )  

On this 15th Day of March, 2002, personally appeared before me, a Notary
Public in and for said County and State, Marguerite Godels, President and
Secretary of MCG Diversified, Inc., who proved to be the abovenamed officers and
acknowledged that she executed the above instrument freely and voluntarily for
the uses and purposes therein mentioned for, and on behalf of said corporation
and under its corporate seal.

|SUBSCRIBED and SWORN to before me
|---------------------------------
|this 15th Day of March, 2002.    
|/s/ LAURA L. LARSEN              
|LAURA L. LARSEN                  
|NOTARY PUBLIC, in and for said   
|County and State.                



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CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION

In accordance with Title XXXVI, Chapter 607, Section 607.1007 of the Florida
Statutes, the Board of Directors of MCG Diversified, Inc. has approved the
filing of Amended and Restated Articles of Incorporation and that this
Restatement does contain amendment(s) that required shareholder approval and
that the Board of Directors adopted the Restatement after submission of the same
to the shareholders and a majority approval by the shareholders.

The Shareholders at a meeting duly held on the 5th day of March, 2002,
adopted the Restated Articles of Incorporation and any and all amendments, to
the original Articles of Incorporation of MCG Diversified, Inc. and that the
number of votes cast for the amendment(s) by the shareholders was sufficient for
approval in accordance with Title XXXVI, Chapter 607, Section 607.1006.

The undersigned, being the President and Secretary , for the purpose of
filing this Certificate with the State of Florida, and in pursuance of the
general corporation law of the State of Florida.does make and file this
certificate, hereby declaring and certifying the facts hereinabove stated are
true, and accordingly has hereunto set her hand this 15th day of March,
2002.

|/s/ MARGUERITE GODELS
|---------------------
|MARGUERITE GODELS    

|STATE OF FLORIDA   | )  
|------------------ | ---
|                   | )SS
|COUNTY OF PINELLAS | )  

On this 15th Day of March, 2002, personally appeared before me, a Notary
Public in and for said County and State, Marguerite Godels, President and
Secretary of MCG Diversified, Inc., who proved to be the abovenamed officers and
acknowledged that she executed the above instrument freely and voluntarily for
the uses and purposes therein mentioned for, and on behalf of said corporation
and under its corporate seal.

|SUBSCRIBED and SWORN to before me
|---------------------------------
|this 15th Day of March, 2002.    
|/s/ LAURA L. LARSEN              
|LAURA L. LARSEN                  
|NOTARY PUBLIC, in and for said   
|County and State.                



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WRITTEN ACCEPTANCE BY REGISTERED AGENT

I, Marguerite Godels, the undersigned, being the registered agent for MCG
DIVERSIFIED, INC., do hereby state that I am familiar with and accept the duties
and responsibilities as registered agent for the said corporation. I hereby
declare and certify the facts hereinabove stated are true, and accordingly
hereunto set my hand this 15th day of March, 2002.

|/s/ MARGUERITE GODELS
|---------------------
|MARGUERITE GODELS    

|STATE OF FLORIDA   | )  
|------------------ | ---
|                   | )SS
|COUNTY OF PINELLAS | )  

On this 15th Day of March, 2002, personally appeared before me, a Notary
Public in and for said County and State, Marguerite Godels, President and
Secretary of MCG Diversified, Inc., who proved to be the abovenamed officers and
acknowledged that she executed the above instrument freely and voluntarily for
the uses and purposes therein mentioned for, and on behalf of said corporation
and under its corporate seal.

|SUBSCRIBED and SWORN to before me
|---------------------------------
|this 15th Day of March, 2002.    
|/s/ LAURA L. LARSEN              
|LAURA L. LARSEN                  
|NOTARY PUBLIC, in and for said   
|County and State.