Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                        AUSTRALIAN OIL & GAS CORPORATION

FIRST:  The name of the corporation is Australian Oil & Gas Corporation.

SECOND: The address of the registered office of the corporation in the Sate of
Delaware is 15 East North Street, City of Dover, County of Kent. The name of its
registered agent at such address is United Corporate Services, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

FOURTH: The total number of shares of capital stock which may be issued by the
corporation is 75,000,000 shares, all of which shares shall be common stock, of
the par value of $0.001 per share.

FIFTH:  The name and mailing address of the sole incorporator are as follows:

         NAME                                   MAILING ADDRESS

         William P. Ruffa:                 150 East 58th Street - 33rd Floor
                                           New York, New York 10155

SIXTH: (a) The number of directors of the corporation which shall constitute the
whole Board of Directors shall be such as from time to time may be fixed by or
in the manner provided in the By-laws but in no case shall the number of
directors be less than one. Except as may otherwise be required by law,
vacancies in the Board of Directors and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director.

        (b) All corporate powers of the corporation shall be exercised by the
Board of Directors except as otherwise provided herein by law. In furtherance
and not in limitation of the powers conferred by statute and by law the Board of
Directors is expressly authorized to make, amend, alter, change, add to or
repeal By-Laws of the corporation, without any action on the part of the
stockholders.

SEVENTH: (a) No contract or transaction between the corporation and one or more
of its Directors, or between a corporation and any other corporation,
partnership, association or other organization in which one or more of its
Directors or officers are Directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because such
Directors or officers are present at or participate in the meeting of the Board
of Directors or the committee thereof which authorizes the contract or
transaction, or solely because his, her or their votes are counted for such
purpose if:

          (1) The material facts as to his, her or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of
the disinterested directors, even though the disinterested directors be less
than a quorum; or


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          (2) The material facts as to his, her or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders.

In any case described in this Section, any common or interested Director may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors or any committee which shall authorize any such contract or
transaction and may vote thereat to authorize any such contract or transaction.
Any Director of the corporation may vote upon any contract or other transaction
between the corporation an any subsidiary or affiliated corporation without
regard to the fact that he is also a Director of such subsidiary or affiliated
corporation.

     (b) No person who is or at any time has been a Director of the corporation
shall be liable to the corporation or its stockholders for monetary damages for
breach if fiduciary duty as a Director, provided that the foregoing provision
shall not eliminate or limit the liability of a Director (i) for any breach of
such Director's duty of loyalty to the corporation or its stockholders, (ii) for
acts of omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of Title 8 of the Delaware
Code, or (iv) for any transaction from which such Director derived an improper
personal benefit.

     (c) Any contract, transaction or act of the corporation or of the Board of
Directors which shall be ratified by a majority of a quorum of the stockholders
entitled to vote an any annual meeting or at any special meeting called for that
purpose shall be as valid and binding as though ratified by every stockholder of
the corporation; provided, however, that any failure of the stockholders to
approve or ratify such contract, transaction or act when and if submitted to
them shall not be deemed in any way to invalidate the same or to deprive the
corporation, its Directors or officers of their right to proceed with such
contract, transaction or act.

     (d) Each Director, officer and employee, past or present, of the
corporation, and each person who serves or may have served at the request of the
corporation as a Director, Trustee, officer or employee of another corporation,
association, trust or other entity and their respective heirs, administrators
and executors, shall be indemnified by the corporation in accordance with, and
to the fullest extent permitted by, the provisions of the General Corporation
Law of the State of Delaware as it may from time to time be amended. Each agent
of the corporation and each person who serves or may have served at the request
of the corporation as an agent of another corporation, or as an employee or
agent of any partnership, joint venture, trust or other enterprise may, in the
discretion of the Board of Directors, be indemnified by the corporation to the
same extent as provided herein with respect to Directors, officers and employees
of the corporation. The provisions of this paragraph (d) shall apply to any
member of any Committee appointed by the Board of Directors as fully as though
such person shall have been an officer or Director of the corporation.

     (e) The provisions of this Article SEVENTH shall be in addition to and not
in limitation of any other rights, indemnities, or limitations of liability to
which any Director or officer may be entitled, as a matter of law or under any
By-Law, agreement, vote of stockholders or otherwise.



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EIGHTH:   Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said Court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the Court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

NINTH:   Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the corporation. Elections of Directors
need not be by written ballot unless the By-Laws of the corporation shall so
provide.

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

     IN WITNESS WHEREOF, the undersigned has executed this Certificate and does
affirm the contents hereof as true under the penalties of perjury this 6th day
of August, 2003.

                                              /s/ William P. Ruffa
                                              ------------------------------
                                              William P. Ruffa, Incorporator


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