Exhibit 3.1

                      ARTICLES OF INCORPORATION

                               OF

               INDEPENDENT FILM DEVELOPMENT CORPORATION

                                ARTICLE I

1.  NAME: The name of the corporation is: INDEPENDENT FILM DEVELOPMENT CORPORATION.

2.  REGISTERED OFFICE AND AGENT: The address of the corporation's

principal office is 918 E. Sahara, Las Vegas, NV 89104.  The

corporation's agent for service of process at that address is Paul Willson.

3.  PURPOSE: The purpose of the corporation is to carry on its business as a non-diversified closed-end management investment company, as those

terms are used in the Investment Company Act of 1940 ("1940 Act"),

having elected to be regulated under the 1940 Act as a business

development company, which is a closed-end management investment

company that provides small businesses that qualify as an "eligible

portfolio company" with investment capital and also significant

managerial assistance.  In addition to (and to the extent not

inconsistent with) the foregoing, the Corporation shall be authorized

to transact all lawful business for which a profit corporation may be

incorporated pursuant to the Nevada Revised Statutes.

4.  CAPITAL STOCK: The aggregate number of shares of all classes of

capital stock which the Corporation has authority to issue is

500,000,000 of which 485,000,000 are to be shares of common stock,

$0.001 par value per share, and of which 15,000,000 are to be shares

of serial preferred stock, $0.001 par value per share.  The shares may

be issued by the Corporation from time to time as approved by the

board of directors of the Corporation without the approval of the

stockholders except as otherwise provided in this Article IV or the

rules of a national securities exchange if applicable.  The

consideration for the issuance of the shares shall be paid to or

received by the Corporation in full before their issuance and shall

not be less than the par value per share.  The consideration for the

issuance of the shares shall be cash, services rendered, personal

property (tangible or intangible), real property, leases of real

property or any combination of the foregoing.  In the absence of

actual fraud in the transaction, the judgment of the board of

directors as to the value of such consideration shall be conclusive.

Upon payment of such consideration such shares shall be deemed to be

fully paid and non-assessable.  In the case of a stock dividend, the

part of the surplus of the Corporation which is transferred to stated

capital upon the issuance of shares as a stock dividend shall be

deemed to be the consideration for their issuance.  Stockholders shall

not be liable to any extent for the payment of any debt of the

Corporation.  The Board of Directors of the Corporation may, by

adoption of a resolution or Bylaw, impose restrictions upon the

transferability by shareholders of shares of the Corporation's capital

stock. Each holder of shares of capital stock shall, upon demand,

disclose to the Corporation such information with respect to direct or

indirect holdings of such shares as the directors or any officer or

agent of the Corporation designated by the board of directors deems

necessary to comply with the Internal Revenue Code, the 1940 Act, The

Securities Act of 1933, the Securities Exchange Act of 1934, or the

Employee Retirement Income Security Act of 1974, as the same may be

amended from time to time, or to comply with the requirements or

demands of any taxing authority.

A description of the different classes and series (if any) of the

Corporation's capital stock, and a statement of the relative powers,

designations, preferences and rights of the shares of each class and

series of capital stock, and the qualifications, limitations or

restrictions thereof, are as follows:

A.  COMMON STOCK.  Subject to the provisions of these Articles, each

holder of shares of common stock shall be entitled to one vote for

each share held by such holder.

Whenever there shall have been paid, or declared and set aside for

payment, to the holders of the outstanding shares of any class or

series of  stock having preference over the common stock as to the

payment of dividends, the full amount of dividends and sinking fund or

retirement fund or other retirement payments, if any, to which such

holders are respectively entitled in preference to the common stock,

and on any class or series of stock entitled to participate therewith

as to dividends, out of any assets legally available for the payment

of dividends, but only when and as declared by the board of directors

of the Corporation.

In the event of any liquidation, dissolution or winding up of the

Corporation, after there shall have been paid, or declared and set

aside for payment to the holders of the outstanding shares of any

class having preference over the commons stock in any such event, the

full preferential amounts to which they are respectively entitled the

holders of the common stock and of any class or series of stock

entitled to participate therewith, in whole or in part, as to

distribution of assets shall be entitled, after payment or provision

for payment of all debts and liabilities of the Corporation, to

receive the remaining assets of the Corporation available for

distribution, in cash or in kind.

Each share of common stock shall have the same relative powers,

preferences and rights as, and shall be identical in all respects

with, all the other shares of common stock of the Corporation.

B.  SERIAL PREFERRED STOCK.

The preferences and relative rights and qualifications, limitations or

restrictions of the Corporation's serial preferred stock are as

follows:

A. Designation and Amount. All of the presently authorized preferred

shares, being Fifteen Million (15,000,000) shares of par value $0.001

preferred stock, are designated as shares of "Preferred Stock" and par

value is $0.001 per share.

B. Rank. The Preferred Stock shall be senior to the Common Stock and

any subsequently authorized series or class of the Corporation's

preferred stock.

C. Liquidation Rights. In the event of any liquidation, dissolution,

or winding up of the Corporation, whether voluntary or voluntary, the

holders of the Preferred Stock then outstanding shall be entitled to

be paid out of the assets of the Corporation available for

distribution to its shareholders, before any payment or declaration

and setting apart for payment of any amount shall be made in respect

of any outstanding capital stock of the Corporation, an amount equal

to $0.01 per share.

D. Dividends. Holders of shares of Preferred Stock shall be entitled

to receive dividends, ratably and on the same basis as holders of

Common Stock, when, as, and if declared by the Corporation.

E. Conversion. Each share of Preferred Stock shall be convertible, at

the option of the holder, into twenty-five (25) shares of the

Corporation's Common Stock; provided, however, that if the Corporation

effects any subdivision, forward or reverse split, or other

reclassification of its Common Stock, the conversion basis of the

Preferred Stock hereunder shall also be proportionately adjusted.

F. Voting. Holders of shares of Preferred Stock shall be entitled to

cast twenty-five (25) votes for each share of Preferred Stock held for

any matter presented to the shareholders of the Corporation at any

regular or special meeting of the shareholders, or for any other

matter that may require approval of the shareholders of the

Corporation.

G. Protective Provisions. As long as any shares of Preferred Stock

shall be outstanding, the Corporation shall not, without the approval

(by vote or written consent, as provided by law) of the holders of at

least two-thirds of the total number of shares of Preferred Stock

outstanding: (i) alter or change the rights, preferences or privileges

of the Preferred Stock, (ii) increase the authorized number of

Preferred Shares, (iii) create any new class of shares having

preferences over or on a parity with the Preferred Stock, (iv)

repurchase any of the Common Stock of the Corporation, (v) merge or

consolidate with any other entity except into or with a wholly-owned

subsidiary of the Corporation, or (vi) sell, convey or otherwise

dispose of, or create or incur any mortgage, lien,  charge or

encumbrance on or security interest in or pledge of, or sell and

leaseback, all or substantially all of the property or business of the

Corporation.

H. Revisions. Except as otherwise provided in these Articles, the

board of directors of the Corporation is authorized, by resolution or

resolutions from time to time adopted, to provide for the issuance of

serial preferred stock in series and to amend or supplement the

powers, designations, preferences and relative, participating,

optional or other special rights of the shares of each such series,

and the qualifications, limitation or restrictions thereof, including,

but not limited to, determination of any of the following:

(1)  the distinctive serial designation and the number of shares

constituting such series;

(2)  the rights in respect of dividends, if any to be paid on the

shares of such series, whether dividends shall be cumulative and, if

so, from which date or dates, the payment or date or dates for

dividends, and the participating or other special rights, if any with

respect to dividends;

(3)  the voting powers, full or limited, if any, of the shares of such

series;

(4)  whether the shares of such series shall be redeemable and, if so,

the price or prices of which, and the terms and conditions upon which

such shares may be redeemed;

(5)  the amount or amounts payable upon the shares of such series in

the event of voluntary or involuntary liquidation, dissolution or

winding up of the Corporation;

(6)  whether the shares of such series shall be entitled to the

benefits of a sinking or retirement fund to be applied to the purchase

or redemption of such shares, and, if so entitled, the amount of such

fund and the manner of its application, including the price or prices

at which such shares may be redeemed or purchased through the

application such funds;

(7)  whether the shares of such series shall be convertible into, or

exchangeable for, shares of any other class or any other series of the

same or any other class or classes of stock of the Corporation and, if

so convertible or exchangeable, the conversion price or prices, or the

rate or rates of exchange, and the adjustments thereof, if any at

which such conversion or exchange may be made, and any other terms and

conditions such conversion or exchange;

(8)  the subscription or purchase price and form of consideration for

which the shares of such series shall be issued; and

(9)  whether the shares of such series which are redeemed or converted

shall have the status of authorized but unissued shares of serial

preferred stock and whether such shares may be reissued as shares of

the same or any other series of serial preferred stock.

Provided, however, that each share of each such series of serial

preferred stock shall have the same relative powers, preferences and

rights as, and shall be identical in all respects with, all the other

shares of the Corporation of the same series, except the times from

which dividends on shares which may be issued from time to time of any

such series may begin to accrue.

5.  MEETINGS OF STOCKHOLDERS: Meetings of the shareholders shall be held at such place within or without the State of Nevada as may be provided by the by-laws of the corporation. Special meetings of the

shareholders may be called by the president or any other executive

officer of the corporation, the board of directors, or any member

thereof, or by the record holder or holders of at least ten percent

(10%) of all shares entitled to vote at the meeting.  Any action

otherwise required to be taken at a meeting of the shareholders,

except election of directors, may be taken, shall be signed by

shareholders having at least a majority of the voting power.

6.  MANAGEMENT OF THE AFFAIRS OF THE CORPORATION:

A. All corporate powers and authority of the Corporation shall be

vested in and exercised by the Board of Directors except as otherwise

provided by statute, these Articles, or the Bylaws of the Corporation.

B. The Board of Directors shall have the power to adopt, alter, or

repeal the Bylaws of the Corporation, unless the Bylaws otherwise

provide.

 C. The Board of Directors shall have the power to determine

whether and to what extent, and at what times and places, and under

what conditions and regulations the accounts and books of the

Corporation (other than the stock ledger) shall be open to inspection

by stockholders. No stockholder shall have any right to inspect any

account, book, or document of the Corporation except to the extent

permitted by statute or the Bylaws.

 D. The Board of Directors shall have the power to determine, in

accordance with generally accepted accounting principles, the

Corporation's net income, its total assets and liabilities, and the

net asset value of the shares of capital stock of the Corporation.

The Board of Directors may delegate such power to any one or more of

the directors or officers of the Corporation, its investment adviser,

administrator, custodian, or depositary of the Corporation's assets,

or another agent of the Corporation appointed for such purposes.

 E. Except as otherwise required under the 1940 Act, the Board of

Directors shall have the power to make distributions, including

dividends, from any legally available funds in such amounts, and in a

manner and to the stockholders of record as of such a date, as the

Board of Directors may determine.

7.  BOARD OF DIRECTORS:

A. Directors shall be elected at the annual meeting of the

shareholders, and the persons receiving the highest number of votes

shall be declared duly elected, providing such numbers shall represent

a majority of all votes cast.

B. The number of the Corporation's directors shall be least three (3),

and may be increased beyond three by the majority vote of the

Corporation's board of directors in accordance with the Bylaws.

C. A majority of the board of directors shall be necessary to

constitute a quorum; and when so constituted, the board shall be

authorized to transact such business as may be delegated to it by the

stockholders and whenever the board of directors shall be so assembled

an act as a board, either within or without the State of Nevada, any

action taken shall be the action of the board of directors and shall

be binding upon the corporation, provided that three days prior

notice, given either orally or in writing, of the time and place of

the meeting and of the nature of business proposed to be transacted

shall have been given to the entire board of directors, unless such

notice be waived as hereinafter provided.  Any director may waive

notice of any meeting; and in the event of such waiver, notice shall

be in writing or written memorandum shall be made of an oral waiver of

notice.

D. To the maximum extent permitted by the laws of Nevada (but not in

violation of any applicable  requirement or limitation of the 1940

Act), in each case as currently in effect or as may hereafter be

amended, No director of the Corporation shall be liable to the

Corporation or its stockholders for money damages, and the Corporation

shall indemnify and advance expenses to its present and past

directors, officers, employees and agents (including any person or

firm appointed by the Corporation to serve as investment adviser or

any similar  function), and persons who are serving or have served at

the request of the  Corporation in similar capacities for other

entities. No amendment, alteration, or repeal of this Article VII(B)or

the adoption, alteration, or amendment of any other provision of these

Articles or the Bylaws of the Corporation inconsistent with this

Article VII(B), shall adversely affect any limitation on liability or

indemnification of any person under this Article VII(B) with respect

to any act or failure to act which occurred prior to such amendment,

alteration, repeal, or adoption.

8.  OFFICERS: The officers of the corporation shall consist of a chairman of the board of directors, a president, a vice-president, a secretary and a treasurer, who shall perform such duties and have such authority as usually pertains to such officers of a corporation or as may be prescribed by the board directors from time to time.

QUALIFICATION OF OFFICERS: Officers of the corporation need not be

residents of the State of Nevada and need not own shares of the

corporation's stock. The secretary and treasurer may, but need not be,

the same person.

ELECTION: Directors shall be elected at the annual meeting of the

shareholders, and the persons receiving the highest number of votes

shall be declared duly elected, providing such numbers shall represent

a majority of all votes cast. Within ten (10) days after the election,

the directors shall meet and elect a president, vice-president,

secretary and treasurer.

TERM OF OFFICE: The term of office of all directors and officers shall

be one year, provided all directors and officers shall hold office

until their successors are duly elected and qualified.

RESIGNATION OF OFFICERS: Any officer or director may resign by filing

his written resignation with the secretary of the corporation, or in

the case of the secretary, with the president of the corporation and

upon acceptance thereof by the board of directors or if such board

shall neglect to act upon such resignation within fourteen (14) days

after receipt, the resignation shall become effective and the office

shall be deemed vacant.

REMOVAL OF OFFICERS: Any officer or director of this corporation may

be removed at any time without cause in the manner provided by the

laws of the State of Nevada for the removal of such officer or

director, or by a majority vote of the outstanding stock of the

corporation at any special meeting of the stockholders called for that

purpose as herein provided.

VACANCIES: In the case of the death, disability, or resignation of any

officer or director of the company, the remaining directors or

director of the company, even though less than a quorum, shall fill

vacancies for the unexpired term or terms.

9.  DURATION: The period of duration of the corporation shall be

perpetual.

10.  AMENDMENT: These Articles, by vote of not less than fifty per cent of the issued and outstanding capital stock of the corporation, may be

deemed amended in any respect amendable at law at any meeting. A copy

of the proposed amendment shall be given to the stockholders as

provided in ARTICLE 5 hereof.

11.  BY-LAWS: The board of directors of the corporation shall have

authority to adopt such by-laws as in their judgment may be deemed

necessary or advisable for the management and transaction of the

business of the corporation, provided that such by-laws are not in

conflict with these Articles or the laws of the State of Nevada.

Dated: September 10, 2007                    /S/ Kenneth Eade

________________________

Kenneth Eade,

Incorporator