EXHIBIT 3.1

                            Articles of Incorporation


                            ARTICLES OF INCORPORATION

                                       OF

                               CALVERT CORPORATION

     The undersigned  natural persons acting as  incorporators  of a corporation
(the  "Corporation")  under the  provisions of Chapter 78 of the Nevada  Revised
Statutes, adopts the following Articles of Incorporation.


                                    ARTICLE 1

                                      NAME

     The name of the Corporation is CALVERT CORPORATION


                                    ARTICLE 2

                                     PURPOSE

     The  Corporation  shall have the purpose of engaging in any lawful business
activity.


                                    ARTICLE 3

                   INITIAL RESIDENT AGENT AND RESIDENT OFFICE

     The name and address of the initial  resident  agent of the  Corporation is
Ralph Kinkade, 1233 Spartan Avenue, Carson City, Nevada 89701.


                                    ARTICLE 4

                                AUTHORIZED SHARES

                  The aggregate number of shares that the Corporation shall have
     the authority to issue is twenty-five million (25,000,000) shares of common
stock with a par value of $0.001 per share.


                                    ARTICLE 5

                                    DIRECTORS

     Section 5.1 Style of Governing Board. The members of the governing board of
the Corporation shall be styled

as Directors.

     Section 5.2 Initial  Board of  Directors.  The initial  Board of  Directors
shall consist of one (1) Director.

                                       1


ARTICLE 5 - continued

     Section 5.3 Names and Addresses. The names and addresses of the persons who
are to serve as Directors until the first annual meeting of the shareholders, or
until their successors shall have been elected and qualified, are as follows:

                  William D. O'Neal
                  4213 N. Tabor St.
                  Mesa, Arizona 85215

     Section 5.4 Increase or Decrease of  Directors.  The number of Directors of
the  Corporation  may be increased  or  decreased  from time to time as shall be
provided in the Bylaws of the Corporation.

                                    ARTICLE 6

                                  DISTRIBUTIONS

     The  Corporation  shall be  entitled to make  distributions  to the fullest
extent permitted by law.

                                    ARTICLE 7

                           RELEASE AND INDEMNIFICATION

     To the fullest  extent  permitted by Nevada law, the Directors and officers
of the Corporation shall be released from personal  liability for damages to the
Corporation or its stockholders.  To the fullest extent permitted by Nevada law,
the Corporation  shall advance  expenses to its Directors and officers to defend
claims made  against  them  because  they were or are  Directors or officers and
shall indemnify its Directors and officers from liability for expenses  incurred
as a result of such  claims.  The  Corporation  may  provide in its Bylaws  that
indemnification  is conditioned on receiving  prompt notice of the claim and the
opportunity to settle or defend the claim.


                                    ARTICLE 8

                                  INCORPORATOR

     The name and address of the incorporator of the Corporation is as follows:

                  William D. O'Neal
                  4213 N. Tabor St.
                  Mesa, AZ 85215

                  EXECUTED this 13th day of June, 2002.

                  /s/ William D. O'Neal, Incorporator
                  --------------------------------
                      William D. O'Neal

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