EXHIBIT 3.1
                            ARTICLES OF INCORPORATION
                                       OF
                        OASIS RESORTS INTERNATIONAL, INC.

                                    * * * * *

         FIRST:     The name of the corporation is:
                    Oasis Resorts International, Inc.

         SECOND:    Its registered office in the State of Nevada is located at
4001 South Decatur Blvd., Suite #37-130,  Las Vegas Nevada 89103.  The name of
its resident agent at that address is Fred Graves Luke.

         THIRD:     The aggregate  number of shares of all classes of stock,
which the Corporation shall have authority to issue is One Hundred Million
(100,000,000) of which Seventy Five Million (75,000,000) shares will be
designated Common Stock, with $.001 par value; and Twenty Five Million
(25,000,000) shares shall be designated $.001 par value "Preferred Stock".
Without further authorization from the shareholders, the Board of Directors
shall have the authority to divide and issue from time to time any or all of the
Twenty Five Million (25,000,000) shares of such Preferred Stock into one or more
series with such designations, preferences and relative, participating, optional
or other special rights, or qualification, limitations or restrictions thereof,
as may be designated by the Board of Directors, prior to the issuance of such
series, and the Board of Directors is hereby expressly authorized to fix by
resolution or resolutions only and without further action or approval, prior to
such issuance, such designations, preferences and relative, participating,
optional or other special rights, or qualifications, limitations or
restrictions, including, without limitation the date and times at which, and
the rate, if any, or rates at which dividends on such series of Preferred
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Stock shall be paid; the rights, if any, of the holders of such series of the
Preferred Stock to vote and the manner of voting, except as otherwise provided
by the law, the rights, if any, of the holders of shares of such series of
Preferred Stock to convert the same into, or exchange the same for, other
classes of stock of the Corporation, and the terms and conditions for such
conversion or exchange; the redemption price or prices and the time at which,
and the terms and conditions of which, the shares of such series of Preferred
Stock may be redeemed; the rights of the holders of shares of such series of
Preferred Stock upon the voluntary or involuntary liquidation, distribution or
sale of assets, dissolution or winding up of the Corporation, and the terms of
the sinking fund or redemption or purchase account, if any, to be provided for
such series of Preferred Stock. The designations, preferences, and relative,
participating, optional or other special rights, the qualifications, limitations
or restrictions thereof, of each additional series, if any, may differ from
those of any and all other series already outstanding. Further, the Board of
Directors shall have the power to fix the number of shares constituting any
classes or series and thereafter to increase or decrease the number of shares of
any such class or series subsequent to the issue of shares of that class or
series but not below the number of shares of that class or series then
outstanding.

         FOURTH:     The governing Board of this Corporation shall be known as
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.
         The names and addresses of the first Board of Directors, which shall be
one (1) in number, is as follows:

            NAME                            ADDRESS
       Jon L. Lawver             4695 MacArthur Court, Suite 530
                                 Newport Beach, California 92660

         FIFTH:     The name and address of the incorporator signing the
Articles of Incorporation is as follows:

            NAME                            ADDRESS
       Jon L. Lawver             4695 MacArthur Court, Suite 530
                                 Newport Beach, California  92660

         SIXTH:     To the fullest extent permitted by Nevada Revised Statute
78.037 as the same exists or may hereafter be amended, an officer or director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages due to breach of fiduciary duty as such
officer or director.

         SEVENTH:   The purpose of this Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of Nevada.
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         EIGHTH:    The following provisions are inserted for the management of
the business and for the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the Corporation
and of its directors and stockholders:

        (1)    The Board of Directors shall have power without the assent or
               vote of the stockholders:

               (a)      To make, alter, amend, change, add to or repeal the
                        by-laws of the Corporation; to fix and vary the amount
                        of capital or shares of the Corporation's capital stock
                        to be reserved or issued for any proper purpose; to
                        authorize and cause to be executed mortgages and liens
                        upon all or any part of the property of the Corporation;
                        to determine the use and disposition of any surplus or
                        net profits; and to fix the times for the declaration
                        and payment of dividends.

               (b)      To determine from time to time whether, and to what
                        times and places, and under what conditions the accounts
                        and books of the Corporation (other than the stock
                        ledger) or any of them, shall be open to the inspection
                        of the stockholders.

        (2)    The directors in their discretion may submit any contract or act
               for approval or ratification  at any annual meeting of the
               stockholders or any meeting of the  stockholders  called for the
               purpose of considering any such act or contract, and any contract
               or act that shall be approved or be ratified by the vote of the
               holders of a majority of the stock of the  Corporation  which is
               represented in person or by proxy at such meeting and entitled to
               vote thereat (provided that a lawful quorum of stockholders be
               there represented in person or by proxy) shall be as valid and as
               binding upon the  Corporation  and upon all the stockholders as
               though it has been  approved or ratified by every stockholder of
               the Corporation,  whether or not the contract or act would
               otherwise be open to legal attack because of directors' interest,
               or for any other reason.
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        (3)    In addition to the powers and authorities hereinbefore or by
               statute expressly conferred upon them, the directors are hereby
               empowered to exercise all such powers and do all such acts and
               things as may be exercised or done by the Corporation; subject,
               nevertheless, to the provisions of the statutes of Nevada, of
               this certificate, and to any by-laws from time to time made by
               the stockholders; provided, however, that no by-laws so made
               shall invalidate any prior act of the directors which would have
               been valid if such by-law had not been made.

        (4)    The holders of one-third of the voting power of the shares
               entitled to vote at a meeting, represented either in person or by
               proxy, shall constitute a quorum for the transaction of business
               at any regular or special meeting of shareholders.

        (5)    Cumulative voting by the shareholders of this Corporation shall
               not be permitted in any election of directors.

     IN WITNESS WHEREOF, the undersigned, Jon L. Lawver, for the purpose of
filing the Corporation's Articles of Incorporation pursuant to the General
Corporation Law of the State of Nevada, does make and file the Articles of
Incorporation, hereby declaring and certifying that the facts herein stated are
true; and accordingly I have hereunto set my hand this 14nd day of October,
1998.

                                        /s/ Jon L. Lawver
                                            Jon L. Lawver, Incorporator

State of California
County of Orange


On   October 14, 1998  before me,      Julie Bienias, Notary Public ,
          Date                           Name and Title of Officer
                                      (e.g., "Jane Doe, Notary Public")

personally appeared        Jon Lawver
                         Name(s) of Signer(s)

|_| personally known to me - OR - |_| proved to me on the basis of satisfactory
evidence to be the person(s) whose name (s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

WITNESS my hand and official seal.


            /s/ Julie Bienias
        Signature of Notary Public