Exhibit 3(i)


                            ARTICLES OF INCORPORATION

                                       OF

                             TALK VISUAL CORPORATION

                                   * * * * * *


                  The  undersigned,  acting  as  incorporator,  pursuant  to the
provisions of the laws of the State of Nevada relating to private  corporations,
hereby adopts the following Articles of Incorporation:

                  ARTICLE ONE.      [NAME]. The name of the corporation is:


                             TALK VISUAL CORPORATION

                  ARTICLE TWO.      [RESIDENT   AGENT].The   initial  agent  for
service  of process is The Nevada  Agency  and Trust  Company,  50 West  Liberty
Street, Suite 880, City of Reno, County of Washoe, State of Nevada 89501.

                  ARTICLE THREE.    [PURPOSES].   The  purposes  for  which  the
corporation  is  organized  are to engage in any  activity  or  business  not in
conflict  with the laws of the  State  of  Nevada  or of the  United  States  of
America, and without limiting the generality of the foregoing, specifically:

                           I.       [OMNIBUS].  To  have  to  exercise  all  the
                  powers now or hereafter  conferred by the laws of the State of
                  Nevada upon corporations  organized pursuant to the laws under
                  which  the  corporation  is  organized  and any  and all  acts
                  amendatory thereof and supplemental thereto.

                           II.      [CARRYING  ON BUSINESS  OUTSIDE  STATE].  To
                  conduct and carry on its business or any branch thereof in any
                  state or  territory  of the  United  States or in any  foreign
                  country in conformity with the laws of such state,  territory,
                  or foreign  country,  and to have and  maintain  in any state,
                  territory,  or foreign country a business office, plant, store
                  or other facility.

                           III.     [PURPOSES TO BE  CONSTRUED  AS POWERS].  The
                  purposes  specified herein shall be construed both as purposes
                  and powers and shall be in no wise  limited or  restricted  by
                  reference to, or inference from, the terms of any other clause
                  in this or any other  article,  but the  purposes  and  powers
                  specified  in each of the clauses  herein shall be regarded as
                  independent  purposes  and  powers,  and  the  enumeration  of
                  specific  purposes  and powers shall not be construed to limit
                  or restrict  in any manner the meaning of general  terms or of
                  the  general  powers  of  the   corporation;   nor  shall  the
                  expression of one thing be deemed to exclude another, although
                  it be of like nature not expressed.

                  ARTICLE FOUR.     [CAPITAL STOCK].  The corporation shall have
authority to issue an aggregate of NE HUNDRED TWENTY-FIVE MILLION  (125,000,000)
shares of stock,  divided  into two (2)  classes of stock as follows for a total
capitalization of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000):


                           (A)      NON-ASSESSABLE  COMMON  STOCK:  ONE  HUNDRED
                                    MILLION   (100,000,000)   shares  of  COMMON
                                    STOCK, Par Value ONE MILL ($0.001) per share

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                           (B)      PREFERRED   STOCK:    TWENTY-FIVE    MILLION
                                    (25,000,000)shares  of PREFERRED  STOCK, Par
                                    Value ONE MILL ($0.001) per share.


                  All  capital  stock  when  issued  shall  be  fully  paid  and
non-assessable. No holder of shares of capital stock of the corporation shall be
entitled as such to any pre-emptive or  preferential  rights to subscribe to any
unissued  stock,  or any  other  securities  which  the  corporation  may now or
hereafter be authorized to issue.

                  The  corporation"s  capital  stock may be issued and sold from
time to time for such  consideration  as may be fixed by the Board of Directors,
provided that the consideration so fixed is not less than par value.

                  Holders of the  corporation"s  Common  Stock shall not possess
cumulative voting rights at any shareholders  meetings called for the purpose of
electing a Board of Directors or on other matters  brought  before  stockholders
meetings, whether they be annual or special.

                  ARTICLE FIVE.     [DIRECTORS].  The affairs of the corporation
shall be governed by a Board of Directors of not more than fifteen (15) nor less
than one (1) person.  The Board of Directors  may be classified as determined by
the initial Board at its discretion.  The name and address of the first Board of
Directors is:

         NAME                                                 ADDRESS
         ----                                                 -------

         Alexander H. Walker, Jr.           50 W. Liberty Street, Suite 880
                                                            Reno, Nevada 89501


                  ARTICLE SIX.      [ASSESSMENT OF STOCK].  The capital stock of
the  corporation,  after the amount of the  subscription  price or par value has
been paid in, shall not be subject to pay debts of the corporation,  and no paid
up stock  and no stock  issued  as fully  paid up shall  ever be  assessable  or
assessed.

                  ARTICLE SEVEN.    [INCORPORATOR].  The name and address of the
incorporator of the corporation is as follows:

                  NAME                               ADDRESS
                  ----                               -------

         Amanda Cardinalli          50 West Liberty Street, Suite 880
                                                     Reno, Nevada  89501

                  ARTICLE EIGHT.

[PERIOD OF EXISTENCE].  The  period of  existence  of the  corporation  shall be
perpetual.

                  ARTICLE NINE.     [BY-LAWS].   The  initial   By-laws  of  the
corporation  shall be  adopted  by its Board of  Directors.  The power to alter,
amend,  or repeal the By-laws,  or to adopt new By-laws,  shall be vested in the
Board of  Directors,  except as otherwise  may be  specifically  provided in the
By-laws.

                  ARTICLE TEN.      [STOCKHOLDERS'   MEETINGS].    Meetings   of
stockholders  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
stockholders  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


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at the meeting.  Any action  otherwise  required to be taken at a meeting of the
stockholders,  except election of directors, may be taken without a meeting if a
consent  in  writing,  setting  forth the  action  so taken,  shall be signed by
stockholders having at least a majority of the voting power.

                  ARTICLE  ELEVEN.  [CONTRACTS OF  CORPORATION].  No contract or
other transaction between the corporation and any other corporation,  whether or
not a majority of the shares of the capital stock of such other  corporation  is
owned by this  corporation,  and no act of this corporation  shall in any way be
affected  or  invalidated  by  the  fact  that  any  of the  directors  of  this
corporation  are  pecuniarily  or otherwise  interested  in, or are directors or
officers  of  such  other   corporation.   Any  director  of  this  corporation,
individually, or any firm of which such director may be a member, may be a party
to, or may be pecuniarily or otherwise interested in any contract or transaction
of the corporation;  provided, however, that the fact that he or such firm is so
interested shall be disclosed or shall have been known to the Board of Directors
of this corporation, or a majority thereof; and any director of this corporation
who is also a  director  or  officer  of such  other  corporation,  or who is so
interested,  may be  counted in  determining  the  existence  of a quorum at any
meeting of the Board of Directors of this  corporation that shall authorize such
contract or  transaction,  and may vote  thereat to authorize  such  contract or
transaction,  with like  force and  effect  as if he were not such  director  or
officer of such other corporation or not so interested.

                  ARTICLE  TWELVE.  [LIABILITY  OF DIRECTORS AND  OFFICERS].  No
director or officer shall have any personal  liability to the corporation or its
stockholders  for damages for breach of fiduciary duty as a director or officer,
except that this Article  Twelve shall not eliminate or limit the liability of a
director  or  officer  for  (I)  acts or  omissions  which  involve  intentional
misconduct,  fraud  or a  knowing  violation  of law,  or (ii)  the  payment  of
dividends in violation of the Nevada Revised Statutes.


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                  IN WITNESS WHEREOF, the undersigned  incorporator has hereunto
affixed her signature at Reno, Nevada this 23rd day of November, 1998.
                                               /s/Amanda Cardinalli
                                              -----------------------------
                                               AMANDA CARDINALLI

STATE OF NEVADA            }
                                            : ss.
COUNTY OF WASHOE           }

                  On the 23rd day of November, 1998, before me, the undersigned,
a Notary  Public  in and for the State of  Nevada,  personally  appeared  AMANDA
CARDINALLI,  known to me to be the  person  described  in and who  executed  the
foregoing  instrument,  and who  acknowledged  to me that she  executed the same
freely and voluntarily for the uses and purposes therein mentioned.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

                                       ----------------------------------
                                       NOTARY PUBLIC
                                       Residing in Reno, Nevada

My Commission Expires:
October 10, 2002
----------------------

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