EXHIBIT 3.1

                            Articles of Incorporation
                            -------------------------
                                       of
                                       --
                    INTERNATIONAL TRAINING & EDUCATION CORP.
                    ----------------------------------------

         FIRST               The name of the corporation is:

                    INTERNATIONAL TRAINING & EDUCATION CORP.
                    ----------------------------------------

         SECOND Its principle office in the state of Nevada is located at 251
         Jeanell Dr. Suite 3, Carson City, NV 89703, that this corporation may
         maintain an office, or offices, in such place within or without the
         state of Nevada as may from time to time designated by the Board of
         Directors, or by the by-laws of said corporation, and that this
         corporation may conduct all corporation business of every kind and
         nature, including the holding of all meetings of directors and
         stockholders, outside the state of Nevada as well as within the state
         of Nevada.

         THIRD The objects for which this corporation is formed are: To
         redomicile from the state of Utah into the state of Nevada and to
         engage in any lawful activity, but not be limited to the following:
                  A) Shall have such rights, privileges and powers as may be
         conferred upon corporations by any existing law.
                  B) May at any time exercise such rights, privileges and
         powers, when not inconsistent with the purposes and objects for which
         this corporation is organized.
                  C) Shall have power to have succession by its corporate name
         for the period limited in its certificate or articles of incorporation,
         and when no period is limited, perpetually, or until dissolved and its
         affairs wound up according to law.
                  D) Shall have power to sue and be sued in any court of law or
         equity.
                  E) Shall have power to make contracts.
                  F) Shall have power to hold, purchase and convey real and
         personal estate and to mortgage or lease any such real and personal
         estate with its franchises. The power to hold real and personal estate
         shall include the power to take the same devise or bequest in the state
         of Nevada, or any other state, territory or country.
                  G) Shall have power to appoint such officers and agents as the
         affairs of the corporation shall require, and to allow them suitable
         compensation.
                  H) Shall have power to make by-laws not inconsistent with the
         constitution of the United States, or of the state of Nevada, for the
         management, regulation and government of its affairs and property, the
         transfer of its stock, the transaction of its business, and the calling
         and holding of meetings of its stockholders.
                  I) Shall have power to wind up and dissolve itself, or be
         wound up or dissolved.
                  J) Shall have power to adopt and use a common seal or stamp by
         the corporation on any corporate documents is not necessary. The
         corporation may use a seal or stamp, if it desires, but such nonuse
         shall not in any way affect the legality of the document.
                  K) Shall have power to borrow money and contract debts when
         necessary for the transaction of its business, or for the exercise of
         its corporate rights, privileges or franchises, or for any other lawful
         purpose of its incorporation; to issue bonds, promissory notes, bills
         of exchange, debentures, and other obligations and evidences of
         indebtedness, payable upon the happening of a specified event or
         events, whether secured by mortgage, pledge, or otherwise, or
         unsecured, for money borrowed, or in payment of property purchased, or
         acquired, or for any other lawful object.
                  L) Shall have power to guarantee, purchase, hold, sell,
         assign, transfer, mortgage, pledge or otherwise dispose of the shares
         of the capital stock of, or any bond, securities or evidences of the
         indebtedness created by, and other corporation or corporations of the
         state of Nevada, or any other state

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         or government, and while owners of such stock, bonds, securities or
         evidences of indebtedness, to exercise all the rights, powers and
         privileges of ownership, including the right to vote, if any.
                  M) Shall have power to purchase, hold, sell and transfer
         shares of its own capital stock, and use therefore its capital, capital
         surplus, surplus, or other property or fund.
                  N) Shall have power to conduct business, have one or more
         offices, and hold, purchase, mortgage and convey real and personal
         property in the state of Nevada, and in any of the several states,
         territories, possessions and dependencies of the United States, the
         District of Columbia, and any foreign countries.
                  O) Shall have power to do all and everything necessary and
         proper for the accomplishment of the objects enumerated in its
         certificate or articles of incorporation, or any amendment thereof, or
         necessary or incidental to the protection and benefit of the
         corporation, and, in general, to carry on any lawful business necessary
         or incidental to the attainment of the objects of the corporation, or
         any amendment thereof.
                  P) Shall have the power to make donations for the public
         welfare or for charitable, scientific or educational purposes.
                  Q) Shall have the power to enter into partnerships, general or
         limited, or joint ventures, in connection with any lawful activities.

         FOURTH That the voting common stock authorized may be issued by the
         corporation is FIFTY MILLION (50,000,000) shares of stock with a
         nominal or par value of .001 cents per share and THREE THOUSAND (3,000)
         shares of convertible cumulative preferred stock with a nominal or par
         value of .001 cents per share be authorized. Said shares may be issued
         by the corporation from time to time for such considerations as may be
         fixed from time to time by the Board of Directors.

         FIFTH The governing body of the corporation shall be known as
         directors, and the number of directors may from time to time be
         increased or decreased in such manner as shall be provided by the
         by-laws of this corporation, providing that the number of directors
         shall be reduced to less than one (1). The name and post office address
         of the first Board of Directors shall be one (1) in number and listed
         as follows:


         Name                                    POST OFFICE ADDRESS
         Michael D. Taylor                       251 Jeanell Dr. Suite 3
                                                 Carson City, NV 89703

         SIXTH The capital stock, after the amount of the subscription price, or
         par value, has been paid in, shall not be subject to assessment to pay
         the debts of the corporation.

         SEVENTH The name and post office address of the incorporators signing
         the Articles of Incorporation is as follows:

         NAME                                    ADDRESS
         Michael D. Taylor                       251 Jeanell Dr., Suite 3
                                                 Carson City, Nevada 89701

         EIGHTH The resident agent for this corporation shall be:

                        CORPORATE ADVISORY SERVICE, INC.

         The address of said agent, and the principle or statutory address of
         this corporation in the state of Nevada is:
                            251 Jeanell Dr., Suite 3
                            Carson City, Nevada 89703

         NINTH The corporation is to have perpetual existence.

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<PAGE>

         TENTH In furtherance and not in limitation of the powers conferred by
         stature, the Board of Directors is expressly authorized:
                  Subject to the by-laws, if any, adopted by the stockholders,
         to make, alter or amend the by-laws of the corporation.
                  To fix the amount to be reserved as working capital over and
         above its capital stock paid in; to authorize and cause to be executed,
         mortgages and liens upon the real and personal property of this
         corporation.
                  By resolution passed by a majority of the whole Board, to
         consist of one (1) or more committees, each committee to consist of one
         or more directors of the corporation, which, to the extent provided in
         the resolution, or in the by-laws of the corporation, shall have and
         may exercise the powers of the Board of Directors in the management of
         the business and affairs of the corporation. Such committee, or
         committees, shall have such name, or names, as may be stated in the
         by-laws of the corporation, or as may be determined from time to time
         by resolution adopted by the Board of Directors.
                  When and as authorized by the affirmative vote of the
         stockholders holding stock entitling them to exercise at least a
         majority of the voting power given at a stockholder's meeting called
         for the purpose, or when authorized by written consent of the holders
         of at least a majority of the voting stock issued and outstanding, the
         Board of Directors shall have power and authority at any meeting to
         sell, lease or exchange all of the property and assets of the
         corporation, including its good will and its corporate franchises, upon
         such terms and conditions as its Board of Directors deems expedient and
         for the best interests of the Corporation.


         ELEVENTH No shareholder shall be entitled as a matter of right to
         subscribe for or receive additional shares of any class of stock of the
         corporation, whether now or hereafter authorized, or any bonds,
         debentures or securities convertible into stock may be issued or
         disposed of by the Board of Directors to such persons and on such terms
         as it in its discretion it shall deem advisable.

         TWELFTH No director or officer of the corporation shall be personally
         liable to the corporation or any of its stockholders for damages for
         breach of fiduciary duty as a director or officer involving any act of
         omission of any such director or officer; provided, however, that the
         foregoing provision shall not eliminate or limit the liability of a
         director or officer ( ) for acts or omissions which involve intentional
         misconduct, fraud or a knowing violation of the law, or (ii) the
         payment of dividends in violation of Section 78.300 of the Nevada
         Revised Statutes. Any repeal or modification of this Article by the
         stockholders of the corporation shall be prospective only, and shall
         not adversely affect any limitation on the personal liability of a
         director or officer of the corporation for acts or omissions prior to
         such repeal or modification.

         THIRTEENTH This corporation reserves the right to amend, alter, change,
         in any manner now or hereafter prescribed by statute, or by the
         Articles of Incorporation, and all rights conferred upon stockholders
         herein are granted subject to this reservation.


                                       12
<PAGE>

         I, THE UNDERSIGNED, being the Incorporator Herein before named for the
         purpose of forming a corporation pursuant to the General Corporation
         Law of the State of Nevada, do make and file these Articles of
         Incorporation, hereby declaring and certifying that the facts herein
         are true, and accordingly have hereunto set my hand this 16th day of
         June, 1994.

  
                                            /s/
                                            -----------------------------
                                                   Michael D. Taylor

         STATE OF NEVADA     }
                             }        SS:
         CARSON CITY         }

         On this 16th day of June, 1994, in Carson City, Nevada, before, me, the
         undersigned, a Notary Public in and for Carson City, State of Nevada,
         personally appeared:

                                                   Michael D. Taylor

         Known to be the person whose name is subscribed to the foregoing
         document and acknowledged to me that he executed the same.



         /s/
         ------------------------------
         Notary Public

         Corporate Advisory Service, Inc. does hereby accept as Resident/Agent
         for the previously named corporation.

         Corporate Advisory Service, Inc.



         /s/                                                       6/16/94
         ------------------------------                    ---------------------
         By Michael D. Taylor, President                             Date


                                       13
<PAGE>

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                    INTERNATIONAL TRAINING & EDUCATION CORP.

         We the undersigned President and Vice-President/Assistant Secretary of
International Training & Education Corp. do hereby certify:

That the Board of Directors of said corporation at a meeting duly convened, held
on the 5th day of February 1996, adopted a resolution to amend the original
articles as follows:

         Article FIRST is hereby amended to read as follows:

         The name of the corporation is:

                               DigiMedia USA, Inc.

         The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 6,897,814; that the
said change and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.


                                     /s/
                                     ----------------------------------
                                     President

                                     /s/
                                     ----------------------------------
                                     Assistant Secretary

State of Florida           }
                           }
County of Broward          }

         On February 7, 1996, personally appeared before me a Notary Public,
Kirk J. Girrbach and Gene Farmer, who acknowledged that they executed the above
instrument.


                                     /s/
                                     ---------------------------------
                                     Notary Public


                                       14

<PAGE>

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                               DigiMedia USA, Inc.

         We the undersigned Vice President and Assistant Secretary of DigiMedia
USA, Inc. do hereby certify:

         That the Board of Directors of said corporation at a meeting duly
convened, held on the 15th day of February 1996, adopted a resolution to amend
the original articles as follows:

         Article FOURTH is hereby amended to read as follows:

         That the voting common stock authorized may be issued is SEVENTY-FIVE
MILLION (75,000,000) shares of stock with a nominal or par value of .000667
cents per share and FIVE THOUSAND (5,000) share of preferred stock with a
nominal or par value of .0006 per share shall be issued. Said shares may be
issued by the corporation from time to time for such considerations as may be
fixed by the Board of Directors.

         The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 6,897,814; that the
said change and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.


                                     /s/
                                     ----------------------------
                                     Vice-President

                                     /s/
                                     ----------------------------
                                     Assistant Secretary

State of Florida           }
                           }
County of Broward          }

         On February 17, 1996, personally appeared before me, a Notary Public,
Gene Farmer, who acknowledged that he executed the above instrument.


                                     /s/
                                     ----------------------------
                                     Notary Public



                                       15

<PAGE>
              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                                                                    Filed by:


                               DigiMedia USA, Inc.
                               -------------------
                               Name of Corporation

                    We the undersigned Kirk J. Girrbach and
--------------------------------------------------------------------------------
                                    President


                       Gene Farmer of Digimedia, USA, Inc.
--------------------------------------------------------------------------------
                               Name of Corporation
do hereby certify:

         That the Board of Directors of said corporation at a meeting duly
convened, held on the 12th of May 1997 adopted a resolution to amend the
original articles as follows:

Article FOURTH is hereby amended to read as follows:

         FOURTH That the voting common stock authorized may be issued by the
corporation is Ten Million, Seven Hundred Fourteen Thousand, Two Hundred
Eight-Five (10,714,285) shares of stock with nominal or par value of $.00467 and
no other class of stock shall be authorized. Said shares with nominal or par
value may be issued by the corporation from time to time for such consideration
as may be fixed from time to time by the Board of Directors.

         The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 6,897,814; that the
said change(s) and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

                                     /s/
                                     ----------------------------
                                     President

                                     /s/
                                     ----------------------------
                                     Assistant Secretary
State of    Florida       }
                          }
County of Broward         }

         On May 12, 1997 personally appeared before me, a Notary Public, Kirk J.
Girrbach, Gene Farmer, who acknowledged that they executed the above instrument.

                                     /s/
                                     ----------------------------
                                     Notary Public


                                       16
<PAGE>

                               ARTICLES OF MERGER
                                     Between
                 Nitros Franchise Corp., ( a Nevada Corporation)
                                       And
                   DigiMedia USA, Inc., (a Nevada Corporation)

Pursuant to Section 78.458 & Section 78.461 of Nevada Statutes, the undersigned
corporations adopt these Articles of Merger between Nitros Franchise
Corporation, (a Nevada Corporation) and DigiMedia USA, Inc. (a Nevada
Corporation), with DigiMedia USA, Inc. being the surviving corporation. The
surviving corporation shall, simultaneously with the filing of these Articles of
Merger, change its name from DigiMedia USA, Inc. to Nitros Franchise
Corporation. Sec. 92 A.19D 2(b). "To agree that it will promptly pay to the
dissenting owners of each domestic entity that is a party to the merger or
exchange the amount, if any, to which they are entitled under or created
pursuant to NRS 92A.300 to 92A,500, inclusive."

1. The Plan of Merger (a complete copy of which is held at the office of the
Resident Agency at Corporate Advisory Services, inc. 251 Jeanel, #3, Carson
City, Nevada 89703) has been adopted by the Board of Directors of both
constituent corporations.

2. The Plan of Merger was approved by unanimous consent of the stockholders of
Nitros Franchise Corp.

3. The Plan of Merger was approved by unanimous consent of the stockholders of
DigiMedia USA, Inc.

4. The Articles of Incorporation of the Surviving Corporation were not amended
in the Plan of Merger.

5. It is intended by the undersigned that the merger takes effect upon the
filing of these Articles of Merger with the Secretary of the State of Nevada.

Dated this 14th day of May 1997.


BY:      /s/                                    BY: /s/ 
         ---------------------------                ---------------------------
         Kirk Girrbach, President                   Kirk Girrbach, Secretary
         DigiMedia USA, Inc.                        DigiMedia USA, Inc.


BY:      /s/                                    BY: /s/
         ---------------------------                ---------------------------
         David Bawarsky, President                  Jason Sherman, Secretary
         Nitros Franchise Corporation               Nitros Franchise Corporation


                                       17

<PAGE>

STATE OF FLORIDA                    }

COUNTY OF BROWARD                   }

         On May 14, 1997, personally known to me, a Notary Public, Kirk J.
Girrbach, as President and Secretary on behalf of DigiMedia USA, Inc., and David
Bawarsky, as President and Jason Sherman, as Secretary on behalf of Nitros
Franchise Corporation, who acknowledged that they executed the above instrument.


                                               /s/
                                               -------------------------------
                                               Notary Public, State of Florida

My Commission Expires:

(stamp)



                                       18

<PAGE>



              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                          Nitros Franchise Corporation

         We the undersigned President and Secretary of Nitros Franchise
Corporation do hereby certify:

         That the Board of Directors of said corporation at a meeting duly
convened, held on the 30th day of May 1997, adopted a resolution to amend the
articles as follows:

         Article FOURTH is hereby amended to read as follows:

         That the voting common stock authorized that may be issued is
TWENTY-FIVE MILLION (25,000,000) shares of stock with a nominal or par value of
$.002 cents per share and no other class of stock shall be authorized. Said
shares with nominal or par value may be issued by the corporation from time to
time for such consideration as may be fixed from time to time by the Board of
Directors.

         The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 2,150,889; that the
said change and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

                                                          /s/
                                                          ----------------------
                                                          President

                                                          /s/
                                                          ----------------------
                                                          Secretary


State of Florida           }

County of Broward          }

         On May 20, 1997, personally appeared before me, a Notary Public, David
Bawarsky, who acknowledged that he executed the above information.

/s/
---------------------------
Notary Public
RICHARD ZADANOFF
(stamp)

                                       19

<PAGE>

                     CERTIFIED RESOLUTION OF CORPORATE BOARD

Nitros Franchise Corporation, a Nevada corporation, of 4330 NW 207th Drive,
Miami, Florida, 33055.

I, the undersigned, hereby certify that I am the CEO of Nitros Franchise
Corporation, a Nevada corporation, duly organized and existing under the laws of
the State of Nevada, that the following is a true copy of resolutions duly
adopted by the Board of Directors of said Corporation and that such resolutions
conform to the provisions of the bylaws of the Corporation, are not inconsistent
with its charter, and are in full force and effect and have not been amended or
rescinded.

1.     RESOLVED, that the above corporation, effective July 24, 1997,
       approved a corporate name change to Algorhythm Technologies Corporation.

           The number of shares of the corporation outstanding and entitled to
       vote on an amendment to the Article of Incorporation is NINE MILLION SIX
       HUNDRED THOUSAND (9,600,000), that the said change(s) and amendment have
       been consented to and approved by a majority vote of the stockholders
       holding at least a majority of each class of stock outstanding and
       entitled to vote thereon.

           I further certify that the following are the names of the present
       officers and directors of this corporation: David Bawarsky,
       President/CEO/Director; Alan Kvares, Secretary/Director; Jason Sherman,
       Vice President/Director; Parker Yates, Director; Richard Zadanoff,
       Treasurer.

           IN WITNESS WHEREOF, I have hereunto subscribed by name and affixed
       the seal of this Corporation, this 24 day of July, 1997.

           /s/
           -------------------------------
           David Bawarsky, President/CEO

           We hereby certify that we are directors of the Corporation and that
       the foregoing is a correct copy of resolutions passed as therein set
       forth and that the same are now in full force and effect.

           /s/                                          /s/
           -------------------------------              ----------------------
           David Bawarsky, Director                     Alan Kvares, Director


           /s/                                          /s/
           -------------------------------              ----------------------
           Jason Sherman, Director                      Parker Yates, Director

           STATE OF FLORIDA
           COUNTY OF DADE
           BEFORE ME appeared the above Directors who are personally known to me
           and who acknowledged that they signed the above instrument.


           /s/
           ------------------------------
           Notary Public State of Florida
           RICHARD ZADANOFF
           (STAMP)


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