UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

Mark One)
        [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended: October 31, 2004

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        For the transition period from To

                        Commission file number 333-119978

                          SOUTHWEST OLIVE GROWERS, INC.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)

              Arizona                                  20-1394991
-------------------------------                        ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                   11053 Lopez Ridge Way, San Diego, CA 92121
                   ------------------------------------------
                    (Address of principal executive offices)

                            (858) 663-8391 (Issuer's
                                telephone number)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practical date:  200,000 as of December 20,
2004

         Transitional  Small Business  Disclosure Format (check one). Yes ; No X










<PAGE>



                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                          SOUTHWEST OLIVE GROWERS, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                               October 31,
                                                                                                  2004
                                                                                            -----------------
Assets:
<S>                                                                                         <C>
  Cash                                                                                      $           2,545
                                                                                            -----------------
      Total Current Assets                                                                              2,545
                                                                                            -----------------

      Total Assets                                                                          $           2,545
                                                                                            =================

Liabilities:
  Accounts Payable                                                                          $           2,400
  Shareholder Payable                                                                                     700
                                                                                            -----------------

      Total Liabilities                                                                                 3,100
                                                                                            -----------------

Stockholders' Equity:
  Preferred Stock, par value $.001, authorized
    10,000,000 shares, issued 0 at October 31, 2004                                                         -
  Common Stock, par value $.001, authorized
    100,000,000 shares, issued 200,000 at October 31, 2004                                                200
  Paid-In Capital                                                                                       1,800
  Deficit accumulated during the development stage                                                     (2,555)
                                                                                            -----------------

      Total Stockholders' Equity                                                                         (555)
                                                                                            -----------------

      Total Liabilities and Stockholders' Equity                                            $           2,545
                                                                                            =================
</TABLE>










   The accompanying notes are an integral part of these financial statements.


<PAGE>



                          SOUTHWEST OLIVE GROWERS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>



                                                                                                     Cumulative
                                                                                                       Since
                                                                                For the Period        May 10,
                                                             For the Three       May 10, 2004           2004
                                                             Months Ended             to            Inception of
                                                              October 31,        October 31,        Development
                                                                 2004                2004              Stage
                                                           -----------------  ------------------ ------------------
<S>                                                        <C>                <C>                <C>
Revenues:                                                  $               -  $                - $                -
                                                           -----------------  ------------------ ------------------

Expenses:
   General and administrative                                            355               2,555              2,555
                                                           -----------------  ------------------ ------------------
      Total expenses                                                     355               2,555              2,555
                                                           -----------------  ------------------ ------------------

     Net Loss                                              $            (355) $           (2,555)$           (2,555)
                                                           =================  ================== ==================

Earnings per Share, Basic & Diluted
Loss Per Share                                             $               -  $           (0.01)
                                                           =================  ==================

Weighted Average Shares Outstanding                                  200,000             200,000
                                                           =================  ==================
</TABLE>


















   The accompanying notes are an integral part of these financial statements.


<PAGE>



                          SOUTHWEST OLIVE GROWERS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                     Cumulative
                                                                                                       Since
                                                                               For the Period         May 10,
                                                                                May 10, 2004            2004
                                                                                     to             Inception of
                                                                                October 31,         Development
                                                                                    2004               Stage
                                                                             ------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                 <C>
Net Loss                                                                     $           (2,555) $           (2,555)

Changes in Operating Assets and Liabilities
   Increase (Decrease) in accounts payable                                                2,400               2,400
                                                                             ------------------  ------------------

Net Cash Used in operating activities                                                      (155)               (155)
                                                                             ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by investing activities                                                     -                   -
                                                                             ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Shareholder                                                                   700                 700
Purchase of Common Stock                                                                  2,000               2,000
                                                                             ------------------  ------------------

Net Cash Provided by Financing Activities                                                 2,700               2,700
                                                                             ------------------  ------------------

Net (Decrease) Increase in cash                                                           2,545               2,545
Cash at Beginning of Period                                                                   -                   -
                                                                             ------------------  ------------------

Cash at End of Period                                                        $            2,545  $            2,545
                                                                             ==================  ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                                                                             ==================  ==================
Cash paid during the year for:
  Interest                                                                   $                -  $                -
  Franchise and income taxes                                                 $                -  $                -
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None



   The accompanying notes are an integral part of these financial statements.


<PAGE>



                          SOUTHWEST OLIVE GROWERS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

         The accompanying  financial  statements have been prepared on the basis
of accounting principles applicable to a "going concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

         Several conditions and events cast doubt about the Company's ability to
continue as a "going concern". The Company has incurred net losses of $2,555 for
the period from May 10, 2004  (inception)  to October 31, 2004,  has a liquidity
problem,  and  requires  additional  financing  in order to finance its business
activities on an ongoing  basis.  The Company is actively  pursuing  alternative
financing and has had discussions  with various third parties,  although no firm
commitments have been obtained.

         The  Company's  ability  to survive  will  depend on  numerous  factors
including,  but not  limited to, the  Company's  receiving  continued  financial
support, completing public equity financing, or generating profitable operations
in the future.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

         If the  Company  were unable to  continue  as a "going  concern",  then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported revenues and expenses, and the
balance sheet classifications used.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of accounting  policies for Southwest Olive Growers,  Inc.
is presented to assist in understanding the Company's financial statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

         The unaudited  financial  statements as of October 31, 2004 and for the
three months then ended reflect,  in the opinion of management,  all adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position and results of operations  for the three  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.



<PAGE>



                          SOUTHWEST OLIVE GROWERS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Organization and Basis of Presentation

         The Company was incorporated  under the laws of the State of Arizona on
May 10, 2004. The Company's year end is April 30.

Nature of Business

         The Company is in the business of site  selection  and  development  of
olive groves,  and in milling  olives to produce  gourmet oils for wholesale and
retail  sales.  As of October 31,  2004,  the  Company is still in the  planning
stages.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Loss per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during the years.  There were no common  equivalent
shares outstanding at October 31, 2004.

Income Taxes

         The  Company  has a net  operating  loss for income  taxes.  Due to the
regulatory  limitations  in  utilizing  the loss,  it is  uncertain  whether the
Company  will be able to  realize a benefit  from  these  losses.  Therefore,  a
deferred  tax  asset  has  not  been  recorded.  There  are no  significant  tax
differences requiring deferral.


<PAGE>



                          SOUTHWEST OLIVE GROWERS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Concentrations of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

NOTE 3 - DEVELOPMENT STAGE COMPANY/ GOING CONCERN

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  Continuation of the Company as a going concern is dependent
upon obtaining the additional  working capital necessary to be successful in its
planned  activity,  and the  management of the Company has developed a strategy,
which it believes will  accomplish  this  objective  through  additional  equity
funding  and long term  financing,  which will enable the Company to operate for
the coming year.

NOTE 4 - INCOME TAXES

         As  of  October  31,  2004,  the  Company  had  a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $2,555 that may
be offset against future taxable income through 2024. Current tax laws limit the
amount of loss  available  to be offset  against  future  taxable  income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 5 - COMMITMENTS

         As of  October  31,  2004,  all  activities  of the  Company  have been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.

NOTE 6 - COMMON STOCK TRANSACTIONS

         On May 10, 2004,  the Company issued 200,000 shares of common stock for
$0.01 per share for cash.



<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This discussion should be read in conjunction with  Management's  Discussion and
Analysis of Financial  Condition and Results of Operations in the Company's SB-2
filed on October 26, 2004.  The  following  discussions  and other parts of this
report  may  contain   forward-looking   statements   that  involve   risks  and
uncertainties.  Our actual  results  may differ  significantly  from the results
discussed in those forward-looking statements.

Plan of Operation

         Southwest  Olive  Growers  plans to  initially  purchase and develop 80
acres of raw land using 78 acres to plant olive  trees and 2 acres to  construct
facilities  which will house the  offices and  pressing  mill  required  for the
processing of the olive fruit and operation of the business. Follow up stages of
business  development  include  plans to (a)  secure a  secondary  financing  to
provide  adequate  funding  for two years of  operating  expenses  estimated  at
$140,000  per year,  and (b) for the  purchase and planting to olive trees of an
additional  325 acres of suitable  land which will  require  additional  funding
contemplated but not yet secured by the Company.

         LAND ACQUISITION

         Olive trees grow in a variety of climatic conditions but are especially
suited to dryer  climates  with  adequate  soil  drainage  and warm,  sunny days
throughout the growing season. Accordingly,  the Company has determined that the
land in the  lower  latitudes,  specifically  below  the  40th  parallel  in the
southern  United  States  is best  suited  for  olive  growth.  With the  higher
populations of Southern California and Southern and Central Arizona, the Company
believes that the initial  market for our products will have the highest  chance
for success if targeted therein.

         The  principals  of  the  Company  have,  after  independent  research,
determined  that the Company will initially seek to acquire  property in Cochise
County or Santa Cruz County in Southern Arizona.  The per-acre land costs, water
availabilities,  climate and soil  compositions  in these areas provide the best
value to the Company.

         More  specifically,  the  Company's  first  choice  will be to  acquire
property in Elgin,  Arizona which is located in the northeast part of Santa Cruz
County  approximately  9 miles  to the  west of the town of  Sierra  Vista.  The
Company  has  located  parcels  that  appear to be  suitable  and is  performing
detailed due diligence prior to entering into contract with any Seller.

         The  range  of  per-acre   land  asking  price  that  the  Company  has
encountered is from $2,500 to $6,000.

         The  independent  research  for Olive  Orchard  suitability  includes a
confidential consultants report to the Company from Dr. Alexander Tereschenko of
Turlock,   California  who  specializes  in  Olive  Orchards  and  has  provided
consulting  services to  locations  and  producers  worldwide.  Dr.  Tereschenko
traveled to Southern  Arizona and using site survey  techniques  to include soil
and water  samples,  historical  climate  data and  personal  observations,  has
concluded that the area surrounding


<PAGE>



Elgin,  Arizona should provide an "excellent"  growing condition for the planned
orchards.

         MARKET

         Southwest  Grower's  target  market will  ultimately be the gourmet and
health food  consumers  throughout  North America but  initially  focused in the
Southern California and Southern & Central Arizona cities.

Southwest Olive Growers intends to market its olive oils and table olives to:

         o         Restaurants
         o         Annual food and beverage festivals
         o         Warehouse outlets such as Costco, Sam's Club, Price Club, etc
         o         Retail grocery store chains, and
         o         On site at the mill and pressing building.

         We intend to sell a line of oils  consisting of flavored,  blended oils
and two pure  varietal  oils in our product  line.  We also plan to press oil at
different  times of the year to produce an "early" and "late" oil with different
characteristics.  While  blended  oils have  traditionally  gotten  the  highest
ratings and appeal to the broadest market,  single varietals are interesting and
can increase  sales out of curiosity  and appeal to individual  tastes.  In late
2005 we also intend to include pickled olives and olive tapenades in our product
line.  We will market the products in different  types of  packaging,  including
standard and custom blown glass  containers  as well as in stainless  fustis and
gift baskets. Our products will be marketed as condiments,  staples and as gifts
and souvenirs.

         Additionally,  the  Company  intends to  construct  and  distribute  to
supermarkets,  deli's and gourmet food suppliers,  unique point of sale displays
to  highlight  the  origin  and  high-quality  processing  of our oils and olive
products.

         CUSTOMERS

         Our primary  customers  are  expected  to be those who already  consume
olive oils on a regular basis and those who will exhibit a certain  faithfulness
to any local  product and are willing to try the product  simply  because of its
packaging and marketing slogans.

         Buyers in Italy were asked what  characteristics  they were looking for
in an olive oil.  Results of the survey  are  below.  This  provides  additional
support for our belief that a quality local product, competitively priced should
garner repeat sales from our customers in Arizona,  California and other Western
States. (from Olivae no 90, Feb 2002)


Reason for buying                     % responding
-----------------------------------------------------------
Geographical Origin                   39
-----------------------------------------------------------
Delicate Taste                        36.9
-----------------------------------------------------------
Brand name on pack                    33.4
-----------------------------------------------------------
Right price                           33.4
-----------------------------------------------------------



<PAGE>




-----------------------------------------------------------
Intense Taste                         29.1
-----------------------------------------------------------
Deep Color                            26.2
-----------------------------------------------------------
Promotion or Discount                 23.2
-----------------------------------------------------------
Certified Organic                     16.2
-----------------------------------------------------------
Pack type (color of glass, tin)       11.1
-----------------------------------------------------------
Pack size                             8.8
-----------------------------------------------------------
Advice of family                      8.2
-----------------------------------------------------------
Pack date                             6.7
-----------------------------------------------------------
Low acidity                           .5
-----------------------------------------------------------

         COMPETITION

         Competition  in the olive oil market is strong with many  domestic  and
foreign producers and bottlers vying for market share. Most olive growers in the
States of Arizona and  California  are simply  farmers which grow the olives and
sell them as a  commodity  rather  than  press and bottle  their own fruit.  The
Company  believes that the production and marketing  success of the Company will
be greatest if done with a  "boutique"  representation,  garnering  support from
local buyers with a quality, fairly priced product.

         INTELLECTUAL PROPERTY

         We  intend  to apply  for a  federal  trademark  for  "Southwest  Olive
Growers." We do not own any other intellectual property.

         EMPLOYEES

         We have 1 full time  employee,  and one part time  employee  which also
serve as Officers and Directors.  Our employees are not  represented by a union.
We considers our relations with our employees to be satisfactory.

         The Company  plans to hire an  additional 2 employees  when required to
aid in processing,  bottling,  marketing,  accounting  and orchard  maintenance.
Until  that  time the  current  officers  have  committed  to  provide  the time
necessary to operate the Company.

         REGULATION

         Our business  relating to the  fertilization and processing of olive is
regulated  by the  EPA  and  the  Clean  Water  Act as  well  as  several  State
regulations. The packaging and sale of the oils and table olives is regulated by
the Food and Drug Administration.

         Although  we  believe  that the  systems  and  procedures  we intend to
implement to ensure compliance in all material respects with applicable federal,
state and local laws,  rules,  regulations,  there can be no  assurance  of full
compliance with current laws, regulations and rules, that more restrictive laws,
regulations and rules will not be adopted in the future,  or that existing laws,
regulations  and rules.  The occurrence of any such event could make  compliance
substantially more


<PAGE>



difficult  or  expensive,  expose us to claims  and  administrative  enforcement
actions,  or otherwise  materially and adversely affect our business,  financial
condition and prospects.

INDEMNIFICATION

         The Arizona  Revised  Statutes (Title 10, Chapter 8, Article 5) permits
the  inclusion  in  the  articles  of  incorporation,   provisions  limiting  or
eliminating the personal monetary liability of directors to a corporation or its
shareholders  by  reason  of  their  conduct  as  directors.   The  Articles  of
Incorporation  of Southwest  Olive  Growers,  Inc,  contain the  provision  that
require mandatory  indemnification  in all  circumstances  where it is permit by
Arizona law. Our bylaws allow for the elimination of personal monetary liability
on the part of a director  to the fullest  extent  permitted  by Arizona  law. A
shareholder  is able to  prosecute  an action  against a director  for  monetary
damages for any action taken, or any failure to take any action,  as a director,
for the amount of financial  benefit  received by a director for which he is not
entitled, an intentional  infliction of harm on the corporation or shareholders,
a violation  of the  Arizona  corporation  law or an  intentional  violation  of
criminal law.

Results of Operations

         REVENUES

         The Company is in the development stage and as such has had no revenues
as of the date of this  10Q.  We  anticipate  no  revenues  to be  derived  from
operations  nor  investment  until the fourth  quarter of fiscal year 2004.  The
anticipated  revenues are expected to consist  primarily of wholesale  olive oil
sales from fruit that the Company intends to buy, press and bottle in the latter
half of the fourth quarter of 2004.

         COSTS AND EXPENSES

         Southwest Olive Growers had general and administrative expenses of $355
and $2,555 for the three and six months ended  October 31,  2004.  Our costs are
anticipated to  significantly  increase in the third and fourth quarters of 2004
due to the costs of the offering memorandum and registration  expenses,  travel,
purchase of real  property  and  equipment  and for  general and  administrative
expenses.

         LIQUIDITY AND CAPITAL RESOURCES

         For the six months ended  October 31, 2004,  the Company used $155 from
operating activities.

         As of October 31, 2004, the Company had total current assets of $ 2,545
and a net working capital deficit of $555.

         Net  stockholders'  deficit in the  Company  was $555 as at October 31,
2004.



<PAGE>



         The Company will not have sufficient  funds (unless it is able to raise
funds in a private placement) to undertake any further significant  acquisitions
or developments,  other than  contemplated  herein,  and there are no assurances
that such  financing  will be available on terms  acceptable or favorable to the
Company.  There are no known material trends,  events or uncertainties that have
or are  reasonably  likely  to  have a  material  impact  on our  short-term  or
long-term liquidity.

ITEM 3.  CONTROLS AND PROCEDURES

         The  Company's  Chief  Executive  Officer have  concluded,  based on an
evaluation  conducted  within 90 days prior to the filing date of this Quarterly
Report on Form 10-QSB,  that the Company's  disclosure  controls and  procedures
have  functioned  effectively  so as to provide those  officers the  information
necessary whether:

         (i) this Quarterly  Report on Form 10-QSB contains any untrue statement
         of a material fact or omits to state a material fact  necessary to make
         the  statements  made, in light of the  circumstances  under which such
         statements were made, not misleading with respect to the period covered
         by this Quarterly Report on Form 10-QSB, and

         (ii) the financial statements, and other financial information included
         in this Quarterly Report on Form 10-QSB, fairly present in all material
         respects the financial condition,  results of operations and cash flows
         of the Company as of, and for, the periods  presented in this Quarterly
         Report on Form 10-QSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other  factors  since the date of the Chief  Executive  Officer's
evaluation that could  significantly  affect these internal controls,  including
any  corrective  actions with regards to significant  deficiencies  and material
weaknesses.


                           PART II - OTHER INFORMATION

  ITEM 1.  LEGAL PROCEEDINGS

  None

  ITEM 2.  CHANGES IN SECURITIES

  None

  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

  None

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



<PAGE>



  None

  ITEM 5.  OTHER INFORMATION

  None

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits

<TABLE>
<CAPTION>

      EXHIBIT
      NUMBER                                            Description                                         Reference
------------------   -------------------------------------------------------------------------------    ---------------

<S>                  <C>                                                                                <C>
        2.1            Articles of Incorporation of Registrant, dated May 6, 2004                              (1)
        3.1            By-laws of Registrant                                                                   (1)
        4.1            Form of Common Stock Certificate                                                        (1)
        31.1           Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
                       2002.
        31.2           Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
                       2002.
        32.1           Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
                       2002.
        32.2           Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
                       2002.
</TABLE>

(1)      Incorporated by reference to the Registrant's registration statement on
         Form SB-2 filed on October 26, 2004.


         (b) Reports on Form 8-K filed.

                  No reports on Form 8-K were filed during the prior quarter.















<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the  undersigned,  thereto duly
authorized.

                                           SOUTHWEST OLIVE GROWERS, INC.


Date: December 20, 2004                    By: /s/ Robert Feneziani
                                           -------------------------------------
                                           Robert Feneziani
                                           President and Chairman of the Board
                                           (Principal Executive Officer)



Date: December 20, 2004                    By: /s/ Marla Martins
                                           -------------------------------------
                                           Marla Martins
                                           Secretary/Treasurer and Director
                                           (Principal Financial and Accounting
                                            Officer)