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EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION
                       (As Amended Through March 6, 2002)

     SOUTHWEST CAPITAL CORPORATION adopts the following Restated Articles of
Incorporation under the New Mexico Business Corporation Act:

                                    ARTICLE I

     The name of the corporation shall be Southwest Capital Corporation.

                                   ARTICLE II

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

     1. To engage in any business authorized by law.

     2. To purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise
handle and dispose of shares of capital stock, bonds, securities and evidences
of indebtedness of any person, firm or corporation, or of any political
subdivision, and while the owner of any such securities, to exercise all the
rights, power and privileges of such ownership, including the right to vote the
same.

     3. To purchase, hold, sell and transfer shares of its own stock, provided
that it shall not use its funds or property for the purchase of its own shares
of stock when such purchase would cause an impairment of the capital of this
corporation or perpetrate a fraud upon its creditors or other stockholders.

     4. To do any and all such other and further matters and things as may be
incident, beneficial and necessary to the proper conduct of the business of said
corporation, which would not be inconsistent with the laws of the State of New
Mexico, and for such other similar purposes as the corporation may determine.

     5. To borrow, for any of the purposes of the corporation, from time to time
without limit as to amount and to draw, make, accept, endorse guarantee and
execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures
and any other type of negotiable or non-negotiable instruments as evidence of
the indebtedness and to secure the payment thereof by interest, assignment and
trust, or otherwise, and to further dispose of any such securities or other
obligations of the corporation for its corporate purposes.

     6. The foregoing clauses shall be construed both as objects and powers; it
is hereby expressly provided that the foregoing enumeration of specific powers
shall not be held to limit or restrict in any manner the powers of this
corporation, it being intended to have all of the power and authority as may be
exercised under the laws of the State of New Mexico.

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                                   ARTICLE III

     The corporation shall have authority to issue a total of 6,349,206 common
voting shares of the corporation with no par value and to issue 3,000,000
preferred shares having no par value, which preferred shares may be issued in
such series, with such rights and preferences, as shall be determined by
majority of the corporation's Board of Directors.

     No present or future holders of any common or preferred shares of the
corporation, or any series of the corporation's preferred shares unless
specifically authorized by a majority of the corporation's board of directors,
whether heretofore or hereafter issued, shall have any preemptive rights with
respect to (1) any shares of the corporation or any class or series thereof, or
(2) any other security of the corporation (including bonds and debentures)
convertible into or carrying rights or options to purchase such shares.

                                   ARTICLE IV

     The duration of the existence of the corporation shall be one hundred (100)
years.

                                    ARTICLE V

     These Restated Articles of Incorporation correctly set forth without change
the corresponding operative provisions of the Articles of Incorporation as
theretofore amended, and supersede the original Articles of Incorporation and
all amendments thereto.