Exhibit 3.1
                           ARTICLES OF INCORPORATION
                                       OF
                          SOUTHWEST OLIVE GROWERS, INC.


                                    ARTICLE I

NAME:     The name of the corporation is:

                          SOUTHWEST OLIVE GROWERS, INC.


                                   ARTICLE II

OFFICE:  Its registered office in the State of Arizona is located at 2920 N Swan
Rd., Suite 207, Tucson,  AZ 85712.  This Corporation May maintain an office,  or
offices,  in such other  place  within or without the State of Arizona as may be
designated from time to time by the Board of Directors, or by the Bylaws of said
Corporation.

                                   ARTICLE III

PURPOSE:  The purpose for which this corporation is organized is the transaction
of any or all lawful business for which  corporations may be incorporated  under
the laws of the State of Arizona, as they may be amended from time to time.

                                   ARTICLE IV

AUTHORIZED   CAPITAL:   The  corporation  shall  have  the  authority  to  issue
100,000,000  shares of common  stock,  each  share to have  $0.001 par value and
10,000,000 shares of preferred stock with a par value of $.001 per share.

The  corporation  elects to  qualify  the  common  stock  offered  and issued as
"Section 1244 stock",  as such item is defined in the Internal  Revenue Code and
Regulations issued thereunder.


                                    ARTICLE V

STATUTORY  AGENT:  The name and address of the initial  Statutory  Agent for the
corporation  who agrees to accept  service of process on behalf of the corporate
entity is: Frank N. Anjakos, III, 2920 N. Swan Rd., Suite 207, Tucson, AZ 85712.

                                   ARTICLE VI

BOARD OF  DIRECTORS:  The initial  Board of Directors  shall  consist of two (2)
Directors.  The persons  who are to serve as  Directors  until the first  annual
meeting of  shareholders or until their  successor(s)  are elected and qualified
are:

1. Robert  Feneziani,  2920 N. Swan Rd., Suite 206,  Tucson,  AZ 85712. 2. Marla
Martins, 2920 N. Swan Rd., Suite 206, Tucson, AZ 85712.

The Board of Directors is expressly  authorized  to make,  alter,  or repeal the
bylaws of this corporation or any article therein.

                                   ARTICLE VII

THE  INCORPORATORS:  The  incorporators  of  this  corporation  consist  of  the
following individuals whose names and addresses are listed below:

1. Robert  Feneziani,  2920 N. Swan Rd., Suite 206,  Tucson,  AZ 85712. 2. Marla
Martins, 2920 N. Swan Rd., Suite 206, Tucson, AZ 85712.

                                  ARTICLE VIII

FISCAL  YEAR:  The fiscal year of the  corporation  shall be from  January 01 to
December 31 of each year.

                                   ARTICLE IX

PRIVATE  PROPERTY:  The  private  property  of  the  incorporators,   directors,
officers,  employees, or stockholders of the corporation shall be forever exempt
from all corporate debts and obligations.

                                    ARTICLE X

INDEMNIFICATION:  The corporation shall indemnify any person who incurs expenses
by reason of the fact that he or she is or was an officer,  director,  employee,
or agent of the  corporation.  The  indemnification  shall be  mandatory  in all
circumstances in which indemnification is permitted by law.

IN WITNESS WHEREOF,  on behalf of SOUTHWEST OLIVE GROWERS,  INC. we have set our
hands this 6th day of May, 2004.

The signatures of all the Incorporators are affixed below:


By:    //ss// Robert Feneziani            By:    //ss//   Marla Martins.
     --------------------------------          --------------------------------
              Robert Feneziani                       Marla Martins





I, Frank N. Anjakos,  III,  having been  designated  to act as statutory  agent,
hereby consent to act in that capacity until removed or resignation is submitted
in accordance with the Arizona Revised Statutes.


____//ss//  Frank Anjakos_________
Statutory Agent