Exhibit
      3.2


seal
              **ROSS
                  MILLER**
                **Secretary
                    of State**
                **204
                    North Carson Street, Ste 1**
                **Carson
                    City, Nevada 89701-4299**
                **(775)
                    684 5708**
                **Website:
                    secretaryofstate.biz**
  
 **Certificate
                  of Amendment**
                (PURSUANT
                    TO NRS 78.385 AND 78.390)








**USE
                BLACK INK ONLY - DO NOT HIGHLIGHT**
            **ABOVE
                SPACE IS FOR OFFICE USE
                ONLY**


**Certificate
        of Amendment to Articles of Incorporation**


**For
        Nevada Profit Corporations**
 **(Pursuant
        to NRS 78.385 and 78.390 - After Issuance of Stock)**


1.
        Name
        of corporation:


SUNCROSS
        EXPLORATION CORPORATION


2.
        The
        articles have been amended as follows (provide article numbers, if
        available):


All
        of
        the Articles of the Corporation's Articles of Incorporation have been Amended
        and Restated as follows:


AMENDED
        AND RESTATED
  ARTICLES
        OF INCORPORATION


OF
  SUNCROSS
        EXPLORATION CORPORATION


(continued
        as attached hereto).


3.
        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 the amendment is: 
82.3%


4.
        Effective date of filing
        (optional):             
___________________________________________


(must
        not
        be later than 90 days after the certificate is filed)


5.
        Officer Signature
        (Required):         X /S/ Valda
        Downing


*lf
        any
        proposed amendment would alter or change any preference or any relative or
        other
        right given to any class or series of outstanding shares, then the amendment
        must be approved by the vote, in addition to the affirmative vote otherwise
        required, of the holders of shares representing a majority of the voting
        power
        of each class or series affected by the amendment regardless of limitations
        or
        restrictions on the voting power thereof.


**IMPORTANT:**Failure to include any of the above information and submit the proper
        fees may cause this filing to be rejected.





Nevada
                Secretary of State AM 78.385 Amend 2007***This
                form must be accompanied by appropriate
                fees.***
            Revised
                on 01/01/07





**AMENDED
      AND RESTATED**





**ARTICLES
      OF INCORPORATION**





**OF**





**SUNCROSS
      EXPLORATION CORPORATION**








**ARTICLE
      I.**





The
      name
      of the corporation (hereinafter called the “Corporation”) is:





**Suncross
      Exploration Corporation**





**ARTICLE
      II.**





The
      resident agent and registered office of the Corporation within the State of
      Nevada is CSC Services of Nevada, Inc., 502 E John St., Carson City, Nevada
      89706.





**ARTICLE
      III.**





The
      nature of the business of the Corporation and the objects or the purposes to
      be
      transacted, promoted, or carried on by it are as follows:





To
      engage
      in any lawful activity for which Corporations may be incorporated under the
      Nevada General Corporation Law.





**ARTICLE
      IV.**





The
      total
      number of shares of stock that the Corporation shall have authority to issue
      is
      One Hundred and Twenty Million (120,000,000), consisting of One Hundred Million
      (100,000,000) shares of common stock, par value $.001 per share (“Common
      Stock”), and Twenty Million (20,000,000) shares of preferred stock par value
      $.001 per share (“Preferred Stock”).





Shares
      of
      Preferred Stock of the Corporation may be issued from time to time in one or
      more series, each of which shall have such distinctive designation or title
      as
      shall be determined by the Board of Directors of the Corporation (“Board of
      Directors”) prior to the issuance of any shares thereof.  Preferred
      Stock shall have such voting powers, full or limited, or no voting powers,
      and
      such preferences and relative, participating, optional or other special rights
      and such qualifications,
      limitations or restrictions thereof, as shall be stated in such resolution
      or
      resolutions providing for the issue of such class or series of Preferred Stock
      as may be adopted from time to time by the Board of Directors prior to the
      issuance of any shares thereof.  The number of authorized shares of
      Preferred Stock may be increased or decreased (but not below the number of
      shares thereof then outstanding) by the affirmative vote of the holders of
      a
      majority of the
      voting power of all the then outstanding shares of the capital stock of the
      corporation entitled to vote generally in the election of the directors (the
      “Voting Stock”), voting together as a single class, without a separate vote of
      the holders of the Preferred Stock, or any series thereof, unless a vote of
      any
      such holders is required pursuant to any Preferred Stock
      Designation.




1/3
 Amended
            and Restated Articles of Incorporation
 Suncross
            Exploration Corporation





**ARTICLE
      V.**





The
      governing Board of the Corporation shall be styled as a “Board of Directors,”
and any member of said Board shall be styled as a “director.”





The
      number of directors of the Corporation may be increased or decreased in the
      manner provided in the Bylaws of the Corporation; provided, that the number
      of
      directors shall never be less than one.  In the interim between
      elections of directors by stockholders entitled to vote, all vacancies,
      including vacancies caused by an increase in the number of directors and
      including vacancies resulting from the removal of directors by the stockholders
      entitled to vote which are not filled by said stockholders, may be filled by
      the
      remaining directors, though less than a quorum.





**ARTICLE
      VI.**





No
      fully
      paid shares of any class of stock of the Corporation shall be subject to any
      further call or assessment in any manner or for any cause.  The good
      faith determination of the Board of Directors of the Corporation shall be final
      as to the value received in consideration of the issuance of fully paid
      shares.





**ARTICLE
      VII.**





The
      Corporation shall have perpetual existence.





**ARTICLE
      VIII.**





The
      holders of a majority of the outstanding shares of stock which have voting
      power
      shall constitute a quorum at a meeting of stockholders for the transaction
      of
      any business unless the action to be taken at the meeting shall require a
      greater proportion.






2/3
 Amended
            and Restated Articles of Incorporation
 Suncross
            Exploration Corporation


In
        furtherance and not in limitation of the powers conferred by statute, the
        Board
        of Directors is expressly authorized to fix the amount to be reserved as
        working
        capital over and above its paid-in capital stock, and to authorize and cause
        to
        be executed, mortgages and liens upon the real and personal property of the
        Corporation.


**ARTICLE
      IX.**





The
      personal liability of the directors of the Corporation is hereby eliminated
      to
      the fullest extent permitted by the Nevada General Corporation Law, as the
      same
      may be amended and supplemented.





**ARTICLE
      X.**





The
      Corporation shall, to the fullest extent permitted by the Nevada General
      Corporation Law, as the same may be amended and supplemented, indemnify any
      an
      all persons whom it shall have power to indemnify under said Law from and
      against any and all of the expenses, liabilities, or other matters referred
      to
      in or covered by said Law, and the indemnification provided for herein shall
      not
      be deemed exclusive of any other rights to which those indemnified may be
      entitled under any Bylaw, agreement, vote of stockholders or disinterested
      directors or otherwise, both as to action in his official capacity and as to
      action in another capacity while holding such office, and 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 a
      person.





**ARTICLE
      XI.**





The
      Corporation reserves the right to amend, alter, change, or repeal any provision
      contained in these Articles of Incorporation in the manner now or hereafter
      prescribed by statute, and all rights conferred upon stockholders herein are
      granted subject to this reservation.





**ARTICLE
      XII.**





Shareholders
      of the Corporation shall not have cumulative voting rights nor preemptive
      rights.





Signed
      this __th day of July 2007








**SUNCROSS
                EXPLORATION CORPORATION**By:
                /S/ Valda DowningValda
                Downing, Chief Executive Officer








3/3
 Amended
            and Restated Articles of Incorporation
 Suncross
            Exploration Corporation