[Exhibit 3.2]


                  ARTICLES OF AMENDMENT TO
                 ARTICLES OF INCORPORATION
                            OF
            NORTH AMERICAN LIABILITY GROUP, INC.

1.    The following provision of the Articles of Incorporation of
North American Liability Group, Inc., a Florida corporation  (the
"Company") filed in Tallahassee on November 13, 1992, as document
number P92000004064, and pursuant to Sections 607.0704, 607.0725,
607.0726,   607.1001  and  607.1003  of  the   Florida   Business
Corporation Act, and as amended in February 2001, be  and  hereby
is amended to read as follows:

Article IV shall be deleted and in its place the following
Article shall be inserted:

                         ARTICLE IV

General
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     The  total  number  of  shares  that  the  Company  has  the
authority to issue is 1,150,000,000.  The total number of  shares
of  Common Stock that the Company has the authority to  issue  is
1,000,000,000, with no par value per share.  The total number  of
shares  of Preferred Stock that the Company has the authority  to
issue  is 150,000,000, with no par value per share, separated  by
series as set forth below.

     The  Board  of Directors is expressly authorized  to  adopt,
from time to time, a resolution or resolutions providing for  the
issuance  of preferred stock in one or more series,  to  fix  the
number  of shares in such series and to fix the designations  and
powers,  preferences  and  relative, participating,  optional  or
other  special  rights, and the qualifications, limitations,  and
restrictions  of  such shares, of each such  series.   The  Board
shall  thereafter be empowered to file Articles of  Amendment  to
the Articles of Incorporation without shareholder approval.

     Pursuant to the grant of authority in this Article, upon the
filing  and effectiveness of this Article, the Board of Directors
of  the  Company,  pursuant  to the authority  granted  in  these
Articles  of Incorporation and the Bylaws of the Company,  hereby
authorizes the issuance of the shares of Preferred Stock in three
different   series,  in  such  denominations,  designations   and
preferences as set forth below.


COMMON STOCK

     On  July 30, 2003, the Board of Directors and a majority  of
the  Company's  shareholders approved a 100 for 1  reverse  stock
split of the Company's Common Stock to be effective September  1,


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2003.   The  stock split does not change the number of authorized
shares of common stock of the Company.

  (a)   Subject to any prior rights to receive dividends to which
the  holders of shares of any  series of the  preferred stock may
be  entitled,  the holders of  shares of  common stock  shall  be
entitled  to  receive dividends, if  and  when  declared  payable
from  time  to  time  by  the  board  of  directors,  from  funds
legally available for payment of dividends.

     (b)  In the event of any dissolution, liquidation or winding
up  of  this corporation, whether voluntary or involuntary, after
there  shall have been paid to the holders of shares of preferred
stock  the  full  amounts to which they shall  be  entitled,  the
holders  of the then outstanding shares of common stock shall  be
entitled  to  receive,  pro rata, any remaining  assets  of  this
corporation available for distribution to its shareholders.   The
board  of directors may distribute in kind to the holders of  the
shares  of common stock such remaining assets of this corporation
or  may sell, transfer or otherwise dispose of all or any part of
such  remaining assets to any other corporation, trust or  entity
and  receive payment in cash, stock or obligations of such  other
corporation,  trust or entity or any combination  of  such  cash,
stock,  or  obligations, and may sell all  or  any  part  of  the
consideration  so received, and may distribute the  consideration
so  received or any balance or proceeds of it to holders  of  the
shares  of common stock.  The voluntary sale, conveyance,  lease,
exchange or transfer of all or substantially all the property  or
assets of this corporation (unless in connection with that  event
the dissolution, liquidation or winding up of this corporation is
specifically  approved), or the merger or consolidation  of  this
corporation into or with any other corporation, or the merger  of
any  other corporation into it, or any purchase or redemption  of
shares  of stock of this corporation of any class, shall  not  be
deemed  to  be a dissolution, liquidation or winding up  of  this
corporation for the purpose of this paragraph (b).

     (c)   Except  as  provided  by  law  or  these  articles  of
incorporation  with respect to voting by class  or  series,  each
outstanding  share  of  common stock of  this  corporation  shall
entitle  the  holder  of that share to one vote  on  each  matter
submitted to a vote at a meeting of shareholders.

     (d)  Such numbers of shares of common stock as may from time
to  time  be  required  for such purpose shall  be  reserved  for
issuance (i) upon conversion of any shares of preferred stock  or
any  obligation  of this corporation convertible into  shares  of
common stock and (ii) upon exercise of any options or warrants to
purchase shares of common stock.


SERIES 2001A CONVERTIBLE PREFERRED STOCK

     The  Board  of Directors has designed 100,000,000 shares  of
Preferred  Stock to be authorized and issued in  exchange  for  a
like  number  of  common  shares,  to  various  shareholders   in
consideration  for  the waiver of certain contractual  conditions
between  the  Company and such shareholders,  as  well  as  other


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contractual  agreements between various of the  shareholders,  as
"Series 2001A Convertible Preferred Stock."

     The 100,000,000 shares of Series 2001A Convertible Preferred
Stock carry the following preferences:

Voting Rights.   Each  share of common  stock  entitles  the
-------------
holder  thereof  to one vote, either in person or  by  proxy,  at
meetings  of  shareholders, and such vote shall be equal  to  the
voting  rights of the common stock and shall be counted with  the
common  stock  toward  the election of directors  or  such  other
action  as  the  class of common stock shall  be  entitled.   The
holders  are  not  permitted to vote their  shares  cumulatively.
Accordingly, the holders of the Series 2001A Preferred Stock  and
the  common  stock,  holding  in the aggregate  more  than  fifty
percent  (50%) of the total voting rights can elect  all  of  the
directors of North American Liability Group, Inc.

Antidilution.  In the event that we shall at  any  time
------------
combine  the  outstanding common stock into a smaller  number  of
shares,  such  action  shall have no effect upon  the  conversion
ratio  of  the  Series 2001A Convertible Preferred  Stock,  which
shall always be on a one share for one share basis.

Conversion Rights.  Each share of Series 2001A  Convertible
-----------------
Preferred  Stock may, at the option of the holder,  be  converted
into  fully paid and nonassessable shares of common stock of  the
corporation,  on a one for one basis, at any time after  February
1, 2002.


CLASS B PREFERRED STOCK

The  Board  of  Directors  has  designed  50,000,000  shares   of
Preferred  Stock  to  be  authorized  and  issued  in  a  private
placement  offering as "Class B Preferred Stock,"  which  carries
the following preferences:

Voting Rights.  Each outstanding share of Class B  Preferred
-------------
Stock  of this corporation shall entitle the holder of that share
to  ten votes on each matter submitted to a vote at a meeting  of
shareholders.

Antidilution.  In  the  event that we  shall  at  any  time
------------
combine  the  outstanding common stock into a smaller  number  of
shares,  such  action  shall have no effect upon  the  conversion
ratio of the Class B Preferred Stock, which shall always be on  a
one share for one share basis.

Conversion Rights.  Each share of Class B Preferred Stock may, at
-----------------
the  option  of  the  holder, be converted into  fully  paid  and
nonassessable shares of common stock of the corporation, on a one
for one basis, at any time after September 1, 2005.


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       The  foregoing  Articles  of  Amendment  to  Articles   of
Incorporation  was adopted by a majority vote  of  the  Company's
Shareholders and its Directors as authorized in the  Articles  of
Incorporation  and Bylaws of the Company, on  the  _10th  day  of
September, 2004, in accordance with the provisions of the Florida
Business   Corporation  Act.   The  number  of  votes  cast   was
sufficient for approval.

     IN WITNESS WHEREOF, the undersigned President of the Company
has  executed  these Articles of Amendment on the __10th  day  of
September, 2004.


                         NORTH AMERICAN LIABILITY GROUP, INC.


                         By:  /s/ Bradle Wilson
                            ------------------------------------
                            Bradley Wilson, President






































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