Exhibit  3.1


                            ARTICLES  OF  INCORPORATION

                                       OF

                              MAG  ENTERPRISES,  INC.

      WE,  the  undersigned natural persons of th[ILLEGIBLE] twenty-one years or
more,  acting  as  incorporators  of  a  corporation  under  the  Utah  Business
Corporation  Act,  adopt  the  following  Articles  of  Incorporation  for  such
corporation.

                                    ARTICLE  I

                                      Name

      The  name  of  this  corporation  is  MAG  Enterprises,  Inc.

                                   ARTICLE  II

                                    Duration

      The  duration  of  this  corporation  is  perpetual.

                                   ARTICLE  III

                                    Purposes

      The  purpose  or  purposes  for  which  this corporation is organized are:

     (a)  To  locate,  patent, purchase, lease, exchange, trade for or otherwise
acquire, and to hold, own, use, operate, work, extend, improve, and develop, and
to  sell,  exchange,  assign,  transfer,  mortgage, grant security interests in,
lease,  or  otherwise  dispose  of,  in whole or in part, and wherever situated,
mines,  mining rights, and claims, metalliferous lands, quarries, quarry rights,
water,  water rights, ditches, reservoirs, oil, and gas properties and interests
therein,  and  any  rights,  rights  of  way, easements, privileges, permits, or
franchises  suitable  or convenient for any of the purposes of the business, and
to  deal  in  the  same in every way; to quarry, mine, drill, excavate, produce,
purchase,  lease,  prospect  for,  claim, and otherwise acquire, and to process,
refine,  and  develop,  and  to  sell,  exchange,  trade,  deal in and with, and
otherwise dispose of asbestos, sulphur, silica, felspar, uranium, vanadium, rare
earth,  mica,  copper,  coal, lead, silver, gold, gas, oil, oil shale, and other
minerals,  ores,  and  properties  of  every  kind  and
nature, and of earth, rock, sand, shale, and other substances containing mineral
and  ore  deposits;  and  to manufacture, produce, purchase, lease, or otherwise
acquire,  and  to  use,  operate,  improve, repair, replace, and develop, and to
sell,  trade,  exchange,  lease, and otherwise dispose of any and all materials,
machinery,  facilities,  appliances,  products, equipment, or supplies proper or

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adapted  to  be  used in or in connection with or incidental to the prospecting,
development,  production, processing, preparation, shipment, and delivery of any
of  the foregoing minerals and ores and any by-products therefrom; and to do any
and all things incidental thereto, or necessary, expedient, or proper to be done
in  connection  with  the  matters  and  things  set  out  herein.

     (b) To explore, prospect, drill for, produce, market, sell, and deal in and
with  petroleum, mineral, animal, vegetable, and other oils, asphalturn, natural
gas,  gasoline,  naphthene, hydrocarbons, oil shales, sulphur, salt, clay, coal,
minerals,  mineral  substances,  metals,  ores of every kind or other mineral or
nonmineral,  liquid,  solid,  or  volatile substances and products, by-products,
combinations,  and  derivatives  thereof, and to buy, lease, hire, contract for,
invest  in,  and  otherwise acquire, and to own, hold, maintain, equip, operate,
manage,  mortgage, create security interests, in, deal in and with, and to sell,
lease,  exchange,  and otherwise dispose of oil, gas, mineral, and mining lands,
wells,  mines,  quarries, rights, royalties, overriding royalties, oil payments,
and  other  oil,  gas,  and  mineral  interests,  claims,  locations,  patents,
concessions,  easements,  rights-of-way, franchises, real and personal property,
and  all  interests  therein, tanks, reservoirs, warehouses, storage facilities,
elevators,  terminals, markets, docks, piers, wharves, drydocks, bulkheads, pipe
lines,  pumping stations, tank cars, trains, automobiles, trucks, cars, tankers,
ships,  tugs,  barges,  boats, vessels, aircraft, and other vehicles, crafts, or
machinery  for  use  on  land,  water,  or  air, for prospecting, exploring, and
drilling  for,  producing,  gathering,  manufacturing,  refining,  purchasing,
leasing,  exchanging,  or otherwise acquiring, selling, exchanging, trading for,
or  otherwise  disposing  of  such mineral and non-mineral substances; and to do
engineering  and  contracting  and  to  design,  construct,  drill,  bore, sink,
develop,  improve,  extend,  maintain, operate, and repair wells, mines, plants,
works,  machinery,  appliances,  rigging,  casing,  tools,  storage,  and
transportation  lines  and  systems  for  this  Corporation  and  other persons,
associations,  or  corporations.

      (c)  To  establish  and maintain a drilling business with authority to own
and  operate  drilling  rigs,  machinery,  tools,  or apparatus necessary in the
boring  or  otherwise sinking of wells for the production of oil, gas, or water;
to  construct or acquire by lease or otherwise, and to maintain and operate pipe
lines  for  the  conveyance  of  oil  and  natural  gas,  oil  storage tanks and
reservoirs,  and  tank  cars  of  all  kinds,  tank steamers, and other vessels,
wharves,  docks,  warehouses,  storage  houses,  loading  racks,  and  all other
convenient  instrumentalities  for  the  shipping and transportation of crude or
refined  petroleum  or  natural  gas  and  all  other volatile, solid, or liquid
mineral  substances in any and all forms; to manufacture, buy, sell, lease, let,
and  hire  machines and machinery, equipment, tools, implements, and appliances,
and  all  other  property, real and personal, useful or available in prospecting
for  and in producing, transporting, storing, refining, or preparing for market,
petroleum  and  natural  gas  and  all other volatile and mineral substances and
their  products  and  by-products  and  of all articles and materials in any way
resulting  from  or  connected  therewith;  to  purchase,  lease,  construct, or
otherwise  acquire, exchange, sell, let, or otherwise dispose of, own, maintain,
develop, and improve any and all property, real or personal, plants, refineries,
factories,  warehouses,  stores, and buildings of all kinds useful in connection
with  the  business  of  the  Corporation including the drilling for oil and gas
wells  or  mining  in  any manner or by any method permitted by law on such real
property;

      (d)  To  carry on all business relating to the development and utilization
of  natural  resources  and  to  do  all  acts  and  things  incidental  to such

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businesses;  to  explore  for,  mine,  mill, concentrate, convert, smelt, treat,
refine,  prepare  for  market,  manufacture,  buy, sell, exchange, and otherwise
produce,  process, and deal in all kinds of ores, metals, minerals, oil, natural
gas,  timber  and timber rights, water power, and all other natural products and
the  products  and  by-products  thereof  of  every  kind and description and by
whatever  means  the  same  can  be  and  may  hereafter be produced, processed,
handled,  or  dealt  in;  and, generally and without limit as to amount, to buy,
sell,  exchange,  lease,  acquire,  deal  in lands, mines and mineral rights and
claims,  timber  and  timber  rights,  interests  in oil and gas rights, plants,
pipelines,  and  all  other  means  of property transmission and transportation.

      (e)  To  acquire,  explore, develop, mine and produce gold, gold coins and
minerals and mineral interests of any kind or nature, including the acquisition,
management  and  operation  of property, real and personal, and the operation of
such  other  services  and facilities as may be found necessary and desirable in
connection  with  the  operation  of  such  business.

     (f)  To  engage  in the general practice of purchasing, selling, licensing,
manufacturing  or  marketing  of  products  of any kind whatsoever; to purchase,
acquire,  own,  hold, lease, mortgage, encumber, sell and dispose of any and all
kinds  and  character  of  property,  real and personal and mixed (the foregoing
particular enumeration in no sense being used by way of exclusion or limitation)
arid  while the owner thereof, to exercise all the rights, powers the privileges
of  ownership,  including  in  the case of stocks and shares, the rights to vote
thereon.

      (g)  To  borrow and lend money with or without security, and to endorse or
otherwise  guarantee  the  obligations  of  others.

      (h)  To  act as principal or agent for others and receive compensation for
all  services  which it may render in the performance of the duties of an agency
character.

      (1)  To  acquire  by  purchase,  exchange,  gift, bequest, subscription or
otherwise,  and  to  hold,  own,  mortgage,  pledge,  hypothecate, sell, assign,
transfer,  exchange or otherwise dispose of or deal in or with its own corporate
securities  or  stock  or  other  securities, including without limitations, any
shares  of stock, bonds, debentures, notes, mortgages, or other obligations, and
any certificates, receipts or other instruments representing rights or interests
therein  or  any  property  or  assets  created  or  issued by any person, firm,
association,  or  corporation,  or  any  government or subdivisions, agencies or
instrumentalities  thereof;  to make payment therefor in any lawful manner or to
issue  in  exchange  therefor  its own securities or to use its unrestricted and
unreserved earned surplus for the purchase of its own shares, and to exercise as
owner  or holder of any securities, any and all rights, powers and privileges in
respect  thereof.

      (j)  To  do  each  and  every  thing necessary, suitable or proper for the
accomplishment  of  any  of the purposes or the attainment of any one or more of
the  subjects herein enumerated, or which may at any time appear conducive to or
expedient  for protection or benefit of this corporation, and to do said acts as
fully  and to the same extent as natural persons might, or could do, in any part
of  the  world  as  principals,  agents, partners, trustees or otherwise, either
alone  or  in  conjunction  with  any  other person, association or corporation.

      (k)  The  foregoing clauses shall be construed both as purposes and powers
and  shall  not be held to limit or restrict in any manner the general powers of
the  corporation,  and  the  enjoyment and exercise thereof, as conferred by the

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laws  of the State of Utah; and it is the intention that the purposes and powers
specified  in  each  of  the paragraphs of this Article III shall be regarded as
independent  purposes  and  powers  specified  in each of the paragraphs of this
Article  III  shall  be  regarded  as  independent  purposes  and  powers.

                                   ARTICLE  IV

                                     Stock

      The aggregate number of shares which this corporation shall have authority
to  issue  is  Fifty Million (50,000,000) shares of par value stock at $.00l per
share.  All  stock  of  the  corporation shall be of the same class, common, and
shall have the same rights and preferences. Fully-paid stock of this corporation
shall  not  be  liable  to  any  further  call  or  assessment.

                                   ARTICLE  V

                                   Amendment

      These  Articles of Incorporation may be amended by the affirmative vote of
a  majority  of  the  shares  entitled  to  vote  on  each  such  amendment.

                                   ARTICLE  VI

                               Shareholder  Rights

      The  authorized  and  treasury  stock of this corporation may be issued at
such  time,  upon  such  terms  and conditions and for such consideration as the
Board  of  Directors  shall  determine.  Shareholders shall not have pre-emptive
rights  to  acquire  unissued  shares  of  the  stock  of  this  corporation and
cumulative  voting  is  denied.

                                   ARTICLE  VII

                                 Capitalization

      This corporation will not commence business until consideration of a value
of  at least One Thousand Dollars ($1,000) has been received for the issuance of
shares.

                                  ARTICLE  VIII

                            Initial  Office  and  Agent

      The  address  of this corporation's initial registered office and the name
of  its original registered agent at such address is 660 S. 200 E, No. 306, Salt
Lake  City,  Utah  84111,  the  registered  agent  is  Melvin  H.  Kingsbury.


                                   ARTICLE  IX

                                    Directors

      The  number  of  Directors  constituting the initial Board of Directors of
this  corporation  is three. The names and addresses of persons who are to serve
as  directors  until  the  first  annual meeting of stockholders, or until their
successors  are  elected  and  qualified  are:

                Melvin  H.  Kingsbury            35  Hillside  Ave.
                                                 Salt  Lake  City,  Utah  84103
                Jimmy  T.  Gibbs                 479  Wendell  Way

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                                                 Salt  Lake  City,  Utah  84115
                Bertha  Kingsbury                35  Hillside  Ave.
                                                 Salt  Lake  City,  Utah  84103

The Board of Directors shall be limited in number to no less than three nor more
than  nine.

                                    ARTICLE  X

                                  Incorporators

      The  name  and  address  of  each  Incorporator  is:

                Melvin  H.  Kingsbury              35  Hillside  Ave.
                                                 Salt  Lake  City,  Utah  84103
                Jimmy  T.  Gibbs                   479  Wendell  Way
                                                 Salt  Lake  City,  Utah  84115
                Bertha  Kingsbury                 35  Hillside  Ave.
                                                 Salt  Lake  City,  Utah  84103

                                   ARTICLE  XI

Common  Directors  -  Transactions  Between  Corporations

     No  contract  or other transaction between this corporation and one or more
of  its directors or any other corporation, firm, association or entity in which
one  or  more  of  its  directors  are  directors or officers or are financially
interested,  shall  be  either  void or voidable because of such relationship or
interest,  or  because  such director or directors are present at the meeting of
the  Board  of  Directors,  or a committee thereof which authorizes, approves or
ratifies such contract or transaction, or because his or their votes are counted
for  such purpose if: (a) the fact of such relationship or interest is disclosed
or  known  to the Board of Directors or committee which authorizes, approves, or
ratifies  this  contract  or  transaction  by vote or consent sufficient for the
purpose  without  counting the votes or consents of such interested director; or
(b)  the  fact  of  such  relationship  or interest is disclosed or known to the
shareholders  entitled  to  vote  and  they  authorize,  approve, or ratify such
contract  or  transaction  by  vote  or  written consent; or (c) the contract or
transaction  is  fair  and  reasonable  to  the  corporation.

      Common  or interested directors may be counted in determining the presence
of  a  quorum  at a meeting of the Board of Directors or committee thereof which
authorizes,  approves  or  ratifies  such  contract  or  transaction.

      DATED  this  29th  day  of  July,  1980.

                         /s/  Melvin  H.  Kingsbury
                         -----------------------
                         /s/  Jimmy  T.  Gibbs
                         -----------------------
                         /s/  Bertha  Kingsbury
                         -----------------------


STATE  or  UTAH         )
                        )  ss.
COUNTY  OF  SALT  LAKE  )

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      I hereby certify that on this 29th day of July, 1980, Melvin H. Kingsbury,
Jimmy T. Gibbs & Bertha Kingsbury personally appeared before me who, being by me
first  duly  sworn,  severally declared that they are the persons who signed the
foregoing  document  as  incorporators and that the statements therein contained
are  true.

      DATED  this  29th  day  of  July,  1980.


                                           /s/  [ILLEGIBLE]
                                           -----------------------------
                                           NOTARY  PUBLIC
                                           Residing  at:  Salt  Lake  County

My  Commission  Expires:

11-1-83
-----------------------------

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