EXHIBIT 3.1
                           CERTIFICATE OF RESTATEMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                        BANCORP INTERNATIONAL GROUP, INC.
      (Formerly N.E.C. Properties, Inc. and March Indy International, Inc.)
                              a Nevada corporation

     The undersigned, Thomas Megas in his capacity as Chief Executive Officer of
Bancorp  International  Group,  Inc.,  hereby  states  that  he  has  been  duly
authorized to sign this  Certificate of Amendment and Restatement by resolutions
of the Board of Directors of Bancorp  International Group, Inc. adopted on March
7, 2006 in accordance  with Section  78.403 of the Nevada  Revised  Statutes and
this Certificate  correctly sets forth the text of the Articles of Incorporation
of Bancorp  International Group, Inc. as amended to the date of this certificate
as follows:

                                    ARTICLE I

                                      NAME

        The name of the corporation is BANCORP INTERNATIONAL GROUP, INC.

                                   ARTICLE II

                       RESIDENT AGENT & REGISTERED OFFICE

     Section 2.01.  Resident  Agent.  The name and address of the Resident Agent
for service of process is Resident  Agency  National,  377 South Nevada  Street,
Carson City, Nevada 89703-4290.

     Section 2.02.  Registered  Office.  The address of its Registered office is
377 South Nevada Street, Carson City, Nevada 89703-4290.

     Section 2.03. Other Offices.  The Corporation may also maintain offices for
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time  determine.  Corporate  business  of every
kind and nature may be  conducted,  and meetings of directors  and  stockholders
held  outside  the  State of Nevada  with the same  effect as if in the State of
Nevada.

                                   ARTICLE III

                                     PURPOSE

     The  corporation  is  organized  for the  purpose of engaging in any lawful
activity, within or without the State of Nevada.

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                                   ARTICLE IV

                                 SHARES OF STOCK

     Section  4.01 Number and Class.  The total  number of shares of  authorized
capital stock of the  Corporation  shall consist of two billion  (2,000,000,000)
shares of common  stock,  par value  $.0001 per share (the  "Common  Stock") and
fifteen million  (15,000,000)  shares of preferred  stock, par value $.0001 (the
"Preferred Stock").

     The  Common  Stock and  Preferred  Stock  may be  issued  from time to time
without action by the stockholders.  The Common Stock and Preferred Stock may be
issued for such  consideration as may be fixed from time to time by the Board of
Directors.

     The Board of Directors  may issue such shares of Common Stock and Preferred
Stock in one or more series, with such voting powers, designations,  preferences
and rights or  qualifications,  limitations or restrictions  thereof as shall be
stated in the resolution or resolutions adopted by them.

     On August  19,  2005,  the Board of  Directors  approved  and  adopted  the
Certificate of Designation  and  Preferences  and Rights of Preferred  Stock and
thereby  created  and  designated  the  Preferred  Stock to be known as Series A
Convertible  Preferred  Stock and  authorized  the issuance  thereof,  fixed the
designation and amount thereof and the preferences and relative,  participating,
optional and other special rights of the Series A Convertible  Preferred  Stock,
and the qualifications, limitations or restrictions thereof as follows:

     1.1 Designation and Amount.

          The  shares  of the  Preferred  Stock  shall be  designated  "Series A
          Convertible  Preferred Stock (hereinafter  sometimes called "Preferred
          Stock"),  and the  number  of  shares  which  may be  issued  shall be
          15,000,000.

     1.2 Dividends.

               (A) The  holders  of  shares  of the  Preferred  Stock  shall  be
          entitled  to  receive,  out of the assets of the  Corporation  legally
          available  therefor,  and  as  and  when  declared  by  the  Board  of
          Directors, dividends of every kind declared and paid to holders of the
          Corporation's  Common  Stock,  at a rate  per  share  equal to the Set
          Conversion Rate as defined below.

               (B) Each such dividend  shall be paid to the holders of record of
          shares of the Preferred  Stock as they appear on the stock register of
          the  Corporation  on the  last day of the  month  next  preceding  the
          payment date thereof.

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     1.3 Conversion.

               The  holders  of shares of the  Preferred  Stock  shall  have the
          right,  at their option,  to convert such shares into shares of Common
          Stock  of  the  Corporation,   subject  to  the  following  terms  and
          conditions:

               (A) The shares of  Preferred  Stock may be  converted  into fully
          paid and  non-assessable  shares  (calculated as to each conversion to
          the nearest 1/100th of a share) of Common Stock.

               (B) The shares of  Preferred  Stock shall be  convertible  at the
          office of the transfer  agent for the Preferred  Stock (the  "Transfer
          Agent"),  and at such other  place or places,  if any, as the Board of
          Directors  of the  Corporation  may  designate,  into  fully  paid and
          non-assessable shares (calculated as to each conversion to the nearest
          1/100th of a share) of Common Stock.

               (C) The number of shares of Common Stock issuable upon conversion
          of each share of the  Preferred  Stock  shall be equal to one  hundred
          (100) shares of Common Stock (the "Set Conversion  Rate"),  subject to
          adjustment  from  time to time in  certain  instances  as  hereinafter
          provided.

               (D) No fractional shares of Common Stock will be issued,  rather,
          one  fractional  share per holder will be rounded up to a whole share,
          provided that such  rounding-up  is in compliance  with Section 1.3(A)
          above.

               (E) Before any holder of shares of the  Preferred  Stock shall be
          entitled to convert the same into Common Stock, he shall surrender the
          certificate or certificates  therefor,  duly endorsed and dated to the
          Corporation with a medallion signature guarantee, at the office of the
          Transfer Agent or at such other place or places,  if any, as the Board
          of Directors of the  Corporation has designated and shall give written
          notice to the  Corporation  at said  office or place that he elects to
          convey the same.

               (F) The  Corporation  will,  as soon as  practicable  thereafter,
          issue and  deliver at said office or place to such holder of shares of
          the  Preferred  Stock  certificates  for the number of full  shares of
          Common Stock to which he, she or it shall be entitled as aforesaid.

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               (G) Shares of the  Preferred  Stock  shall be deemed to have been
          converted  as of the close of  business  on the date of the  medallion
          signature  guarantee on the certificate  surrendered for conversion as
          provided  above so long as it is  received by the  Corporation  or the
          Corporation's  transfer  agent no later  than the tenth  business  day
          thereafter,  and the person or persons  entitled to receive the Common
          Stock  issuable upon  conversion  shall be treated for all purposes as
          the record  holder or holders of such Common  Stock as of the close of
          business on such date.

     1.4 Adjustments

               (A) The Set  Conversion  Rate in  effect  at any  time  shall  be
          subject to adjustment as follows:

                    (1) The Set  Conversion  Rate in  effect  at the time of the
               record or effective date for the following listed events shall be
               proportionately  adjusted  so that the holder of any share of the
               Preferred Stock  surrendered for conversion after such time shall
               be  entitled  to receive  the kind and amount of shares  which he
               would have owned or have been  entitled to receive had such share
               of the Preferred Stock been converted  immediately  prior to such
               time:

                         (a) If  the  Corporation  declares  a  dividend  on its
                    Common Stock in shares of its capital stock;

                         (b)  If  the  Corporation  subdivides  its  outstanding
                    shares of Common Stock;

                         (c) If the Corporation  combines its outstanding shares
                    of Common Stock into a smaller number of shares; or

                         (d) If the Corporation  issues by  reclassification  of
                    its Common Stock  (including  any such  reclassification  in
                    connection  with a  consolidation  or  merger  in which  the
                    Corporation is the continuing corporation) any shares of its
                    capital stock.

                    (2) Such adjustment shall be made successively  whenever any
               event listed above shall occur.

                    (3) In case the Corporation  shall distribute to all holders
               of its Common  Stock  (including  any such  distribution  made in
               connection   with  a   consolidation   or  merger  in  which  the
               Corporation  is  the  continuing  corporation)  evidences  of its
               indebtedness   or   assets   (excluding    dividends   or   other
               distributions paid out of earned surplus) or subscription  rights
               or warrants  (excluding  those  referred to in Section  1.4(A)(3)
               above),  the Set  Conversion  Rate shall be  adjusted so that the
               same shall  equal the price  determined  by  multiplying  the Set
               Conversion  Rate in  effect  immediately  prior  to the  close of
               business on the date fixed for the  determination of stockholders
               entitled to receive such  distribution by a fraction of which the
               numerator  shall be the  Current  Market  Price  per share of the
               Common  Stock on the date fixed for such  determination  less the
               then fair market value (as  determined  by the Board of Directors
               of the Corporation,  whose  determination shall be conclusive and
               described in a Board Resolution of the Corporation filed with the
               Transfer  Agent) of the  portion  of the assets or  evidences  of
               indebtedness  so  distributed  applicable  to one share of Common
               Stock and the denominator  shall be such Current Market Price per
               share of the Common Stock,  such  adjustment to become  effective
               immediately prior to the opening of business of the day following
               the date fixed for the determination of stockholders  entitled to
               receive such distribution.

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                    (4) All calculations under this Section 1.4 shall be made to
               the nearest cent or the nearest  1/100th of a share,  as the case
               may be.

                    (5)  In  case  of  any   consolidation   or  merger  of  the
               Corporation  with or into any  other  corporation  (other  than a
               consolidation   or  merger  in  which  the   Corporation  is  the
               continuing  corporation),  or in case of any sale or  transfer of
               all or substantially  all of the assets of the  Corporation,  the
               holder of each  share of the  Preferred  Stock  shall  after such
               consolidation, merger, sale or transfer have the right to convert
               such  share of the  Preferred  Stock  into the kind and amount of
               shares of stock and other  securities  and  property  which  such
               holder   would  have  been   entitled   to   receive   upon  such
               consolidation, merger, sale or transfer if he had held the Common
               Stock issuable upon the conversion of such share of the Preferred
               Stock immediately prior to such  consolidation,  merger,  sale or
               transfer.

               (B) In the event that at any time,  as a result of an  adjustment
          made  pursuant  to this  Section  1.4,  the holder of any share of the
          Preferred Stock  surrendered  for conversion  shall become entitled to
          receive any securities  other than shares of Common Stock,  thereafter
          the amount of such other  securities so receivable  upon conversion of
          any share of the Preferred  Stock shall be subject to adjustment  from
          time to  time  in a  manner  and on  terms  as  nearly  equivalent  as
          practicable  to the  provisions  with  respect to the Common Stock set
          forth  in the  foregoing  subsections  of  this  Sections  1.3 and the
          provisions  of this Section 1.3 with respect to the Common Stock shall
          apply on like terms to any such other securities.

               (C) No  adjustment in the Set  Conversion  Rate shall be required
          unless such  adjustment  would require a change of at least 1% in such
          price; provided, however, that any adjustments which by reason of this
          Section  1.4(C) are not  required to be made shall be carried  forward
          and taken into account in any subsequent adjustment.

               (D)  Whenever the Set  Conversion  Rate is  adjustable  as herein
          provided:

                    (1) The  Corporation  shall  promptly file with the Transfer
               Agent for the Preferred  Stock a certificate  of the treasurer of
               the  Corporation  setting forth the adjusted Set Conversion  Rate
               and  showing  in  reasonably  detail  the facts  upon  which such
               adjustment is based,  including a statement of the  consideration
               received or to be received by the  Corporation  for any shares of
               Common Stock issued or deemed to have been issued; and

                    (2) A notice stating that the Set  Conversion  Rate has been
               adjusted and setting forth the adjusted Set Conversion Rate shall
               forthwith be  required,  and as soon as  practicable  after it is
               required,  such additional  notice shall be deemed to be required
               pursuant to this Section  1.4(D)(2) as of the opening of business
               on the tenth day after such  mailing  and shall set forth the Set
               Conversion Rate as adjusted at such opening of business, and upon
               the  mailing of such  additional  notice no other  notice need be
               given of any adjustment in the Set  Conversion  Rate occurring at
               or prior to such  opening of business and after the time that the
               next preceding notice given by mailing became required.

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               (E) In each of the  following  instances  the  Corporation  shall
          cause to be filed  with  the  Transfer  Agent  and  shall  cause to be
          mailed,  first class postage prepaid,  to the holders of record of the
          outstanding  shares of Preferred  Stock, at least 10 days prior to the
          applicable  record date  hereinafter  specified,  a notice stating the
          date  on  which a  record  is to be  taken  for  the  purpose  of such
          distribution or rights,  or, if a record is not to be taken,  the date
          as of which the  holders of Common  Stock of record to be  entitled to
          such distribution or rights are to be determined, or the date on which
          such   reclassification,   consolidation,   merger,   sale,  transfer,
          dissolution,   liquidation   or  winding  up  is  expected  to  become
          effective,  and the date as of which it is  expected  that  holders of
          Common  Stock of record  shall be entitled to  exchange  their  Common
          Stock  for  securities  or  other  property   deliverable   upon  such
          reclassification,  consolidation, merger, sale, transfer, dissolution,
          liquidation or winding up:

                    (1) If the Corporation  shall authorize the  distribution to
               all holders of its Common Stock of evidences of its  indebtedness
               or assets (other than dividends or other  distributions  paid out
               of earned surplus); or

                    (2) If the  Corporation  shall authorize the granting to the
               holders  of its  Common  Stock  of  rights  to  subscribe  for or
               purchase any shares of capital stock of any class or of any other
               rights; or

                    (3) In the event of any reclassification of the Common Stock
               (other  than a  subdivision  or  combination  of its  outstanding
               shares of Common  Stock),  or of any  consolidation  or merger to
               which the  Corporation  is a party and for which  approval of any
               stockholders  of the  Corporation is required,  or of the sale or
               transfer  of  all or  substantially  all  of  the  assets  of the
               Corporation; or

                    (4) In the event of any reclassification of the voluntary or
               involuntary  dissolution,   liquidation  or  winding  up  of  the
               Corporation.

               (F) Except as set forth  herein,  the  holders  of the  Preferred
          Stock as provided  herein are neither  greater than nor less than, but
          entirely consistent with, the rights of the holders of Common Stock.

     1.5 Required Corporate Actions

               (A)

                    (1) Subject to the  provisions of Section  1.5(A)(2)  below,
               the Corporation will at all times reserve,  keep available and be
               prepared to issue,  free from any preemptive  rights,  out of its
               authorized but unissued  Common Stock,  solely for the purpose of
               effecting  conversion of the Preferred  Stock, the full number of
               shares of Common Stock then issuable  upon the  conversion of all
               outstanding Preferred Stock.

                    (2) The  Corporation  shall from time to time, in accordance
               with the laws of the State of  Nevada,  take such  actions  as it
               necessary to amend its Certificate of  Incorporation  to increase
               the  authorized  amount  of its  Common  Stock if at any time the
               Authorized amount of its Common Stock remaining unissued shall be
               not sufficient to permit the conversion of all Preferred Stock.

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                    (3) The  Corporation  shall,  if any shares of Common  Stock
               required to be reserved for issuance upon conversion of Preferred
               Stock,  require registration with or approval of any governmental
               authority  under any  Federal or state law before such shares may
               be issued upon such conversion,  endeavor to cause such shares to
               be so registered or approved as expeditiously as possible.

               (B)

                    (1) The  Corporation  will pay any and all taxes that may be
               payable in respect of the issue or  delivery  of shares of Common
               Stock on  conversion of shares of the  Preferred  Stock  pursuant
               hereto.

                    (2) The Corporation shall not,  however,  be required to pay
               any tax which may be payable in respect of any transfer  involved
               in the issue or transfer  and  delivery of shares of Common Stock
               in a name other  than that in which the  shares of the  Preferred
               Stock so converted were registered, and no such issue or delivery
               shall be made unless and until the person  requesting  such issue
               has paid to the  Corporation  the  amount  of any such tax or has
               established to the  satisfaction of the Corporation that such tax
               has been paid.

               (C) Whenever reference is made in Sections 1.3, 1.4 or 1.5 to the
          issuance or sale of shares of Common  Stock,  the term "Common  Stock"
          shall  include  any stock of any class of the  Corporation  other than
          preferred stock of any class with a fixed  (absolutely or by reference
          to an  adjustment  formula)  limit  on  dividends  and a fixed  amount
          payable  in the event of any  voluntary  or  involuntary  liquidation,
          dissolution or winding up of the Corporation.

     1.6 Liquidation rights.

     In the  event  of any  liquidation  or  dissolution  or  winding  up of the
     Corporation,  voluntary or involuntary,  the holders of the Preferred Stock
     shall be  entitled  to  receive  liquidation  benefits  identical  to those
     received  by  holders  of any  class  of the  Corporation's  common  stock,
     provided that each share of Preferred Stock shall be treated as if equal to
     the number of shares of Common  Stock  said  shares  are  convertible  into
     whether or not converted.

     1.7 Voting Rights.

     The  Preferred  Stock shall have the voting  rights  equal to the number of
     shares of Common  Stock said  shares are  convertible  into  whether or not
     converted."

     Section  4.02.  No  Preemptive  Rights.  Holders of the Common stock of the
corporation  shall  not  have  any  preference,  preemptive  right,  or right of
subscription  to acquire  any shares of the  corporation  authorized,  issued or
sold, or to be authorized,  issued or sold, and  convertible  into shares of the
Corporation, nor to any right of subscription thereto, other than to the extent,
if any, the Board of Directors may determine from time to time.

     Section  4.03.  Non-Assessability  of  Shares.  The  Common  Stock  of  the
corporation, after the amount of the subscription price has been paid, in money,
property or services,  as the directors hall determine,  shall not be subject to
assessment to pay the debts of the corporation,  nor for any other purpose,  and
no stock  issued as fully paid shall ever be  assessable  or  assessed,  and the
Articles of Incorporation shall not be amended in this particular.

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                                    ARTICLE V

                                    DIRECTORS

     Section 5.01.  Governing  Board.  The members of the Governing Board of the
Corporation shall be styled as directors.

     Section 5.02. Initial Board of Directors. Omitted.

     Section 5.03. Change in Number of Directors. The number of directors may be
increased  or  decreased  by a  duly  adopted  amendment  to the  Bylaws  of the
corporation.

                                   ARTICLE VI

                                  INCORPORATOR

     The name and address of the  incorporator  is Cort W.  Christie,  P.O.  Box
27740, Las Vegas, Nevada 89126.

                                   ARTICLE VII

                               PERIOD OF DURATION

     The corporation is to have a perpetual existence.

                                  ARTICLE VIII

                       DIRECTORS' AND OFFICERS' LIABILITY

     A director or officer of the corporation  shall not be personally liable to
this corporation or its stockholders for damages for breach of fiduciary duty as
a directors  of  officer,  but this  Article  shall not  eliminate  or limit the
liability  of a  director  or officer  for (i) acts or  omission  which  involve
intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful
payment of  distributions.  Any repeal or  modification  of this  Article by the
stockholders  of the  corporation  shall be  prospective  only,  and  shall  not
adversely  affect any  limitation  on the  personal  liability  of a director or
officer  of the  corporation  for  acts or  omission  prior  to such  repeal  or
modification.

                                   ARTICLE IX

                                    INDEMNITY

     Every person who was or is a party to, or is  threatened to be made a party
to, or is involved in any action, suit or proceeding,  whether civil,  criminal,
administrative or  investigative,  by reason of the fact that he, or a person of
which  he is the  legal  representative,  is or was a  director  officer  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director  or  officer  of  any  corporation,  or  as  its  representative  in  a
partnership,  joint vent,  trust or other  enterprise,  shall be indemnified and
held harmless to the fullest  extent legally  permissible  under the laws of the
State of Nevada  form time to time  against  all  expenses,  liability  and loss
(including  attorneys' fees,  judgments,  fines and amount paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification  shall be a contract right which may be enforced in any
manner desired by such person.  The expenses of officers and directors  incurred
in defending a civil or criminal  action suit or proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director of officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  Such right of indemnification  shall not be exclusive of any other
right which such directors,  officers or  representatives  may have or hereafter
acquire,  and, without limiting the generality of such statement,  they shall be
entitled  to their  respective  rights  of  indemnification  under  any  by-law,
agreement,  vote of  stockholders,  provision of law, or  otherwise,  as well as
their rights under this Article.

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     Without  limiting the  application of the foregoing,  the  stockholders  or
Board  of  Directors  may  adopt  by-laws  from  time to time  with  respect  to
indemnification,  to provide at all times the fullest indemnification  permitted
by the laws of the State of Nevada,  and may cause the  corporation  to purchase
and  maintain  insurance  eon behalf of any  person who is or was a director  of
officer  of  the  corporation,  or is or  was  serving  at  the  request  of the
corporation  as  director  or  officer  of  any  other  corporation,  or as  its
representative  in a  partnership,  joint  venture,  trust or other  enterprises
against by  liability  asserted  against  such  person and  incurred in any such
capacity or arising out of such  status,  whether or not the  corporation  would
have the power to indemnify such person.

     The indemnification  provided in this Article shall continue as to a person
who has ceased to be a director,  officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.

                                    ARTICLE X

                                   AMENDMENTS

     Subject at all times to the express provisions of Section 4.03 which cannot
be amended,  this  corporation  reserves  the right to amend,  alter,  change or
repeal any provision contained in these Articles of Incorporation or its Bylaws,
in the manner now or  hereafter  prescribed  by statute or by these  Articles of
Incorporation or said Bylaws, and all rights conferred upon the stockholders are
granted subject to this reservation.

                                   ARTICLE XI

                               POWERS OF DIRECTORS

     In furtherance and not in limitation of the powers conferred by statute the
Board of Directors is expressly authorized:

(1)  Subject to the Bylaws, if any, adopted by the stockholders,  to make, alter
     or repeal the Bylaws of the corporation;
(2)  To authorize and cause to be executed  mortgages and liens, with or without
     limit as to amount, upon the real and personal property of the corporation;
(3)  To authorize the guaranty by the  corporation of  securities,  evidences of
     indebtedness  and obligations of other persons,  corporations  and business
     entities;
(4)  To set  apart  out of any of the  funds of the  corporation  available  for
     distributions  a reserve or reserves for any proper  purpose and to abolish
     any such reserve;
(5)  By  resolution,  to designate  one or more  committees,  each  committee to
     consist of at least one director 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 or 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; and
(6)  To  authorize  the  corporation  by it s officers or agents to exercise all
     such powers to do all such acts and things as may be  exercised  or done by
     the  corporation,  except and to the  extent  that any such  statute  shall
     require action by the  stockholders of the  corporation  with regard to the
     exercising of any such power or the doing of any such act or thing.

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In addition to the powers and authorities  hereinbefore or by statute  expressly
conferred  upon them, the Board of Directors may exercise all such powers and do
all such acts and things as any be exercised or done by the  corporation  except
as otherwise provided herein and by law.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th day
of March 2006, hereby declaring and certifying that the facts stated hereinabove
are true.

                                                    /S/ THOMAS MEGAS
                                                        ------------
                                                        Thomas Megas
                                                        Chief Executive Officer