<PAGE>
 
                                                                     EXHIBIT 3.1

                           ARTICLES OF INCORPORATION

                                       OF

                                  iMALL, INC.
                                        

          The undersigned, natural person of eighteen years or more of age,
acting as incorporator of a Corporation (the "Corporation") under the Nevada
Revised Statutes, adopts the following Articles of Incorporation for the
Corporation:

                                   ARTICLE I

                              NAME OF CORPORATION

          The name of the Corporation is iMall, Inc.

                                   ARTICLE II

                                     SHARES

          The amount of the total authorized capital stock of the Corporation is
50,000,000 shares of common stock, par value $.001 per share.  Each share of
common stock shall have one (1) vote.  Such stock may be issued from time to
time without any action by the stockholders for such consideration as may be
fixed from time to time by the Board of Directors, and shares so issued, the
full consideration for which has been paid or delivered, shall be deemed the
full paidup stock, and the holder of such shares shall not be liable for any
further payment thereof.  Said stock shall not be subject to assessment to pay
the debts of the Corporation, and no paid up stock and no stock issued as fully
paid, shall ever be assessed or assessable by the Corporation.

          The Corporation is authorized to issue 50,000,000 shares of common
stock, par value $.001 per share.

                                  ARTICLE III

                          REGISTERED OFFICE AND AGENT

          The address of the initial registered office of the Corporation is
2138 Abarth, Las Vegas, Nevada 89122, and the name of its initial registered
agent at such address is Ray Warren.

                                   ARTICLE IV

                                  INCORPORATOR

          The name and address of the incorporator is:

               NAME                                ADDRESS
         Anita Patterson                    215 South State #1100
                                            Salt Lake City, Utah 84111

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<PAGE>
 
                                   ARTICLE V

                                   DIRECTORS

          The members of the governing board 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 bylaws of the Corporation,
provided that the number of directors shall not be reduced to less than one (1).
The name and post office address of the first board of directors, which shall be
one in number, is as follows:

               NAME                                ADDRESS
           John Clayton                    870 East 9400 South #205
                                           Sandy, Utah 84094

                                   ARTICLE VI

                                    GENERAL

          A.  The board of directors shall have the power and authority to make
and alter, or amend, the bylaws, to fix the amount in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed the
mortgages and liens upon the property and franchises of the Corporation.

          B.  The board of directors shall, from time to time, determine
whether, and to what extent, and at which times and places, and under what
conditions and regulations, the accounts and books of this Corporation, or any
of them, shall be open to the inspection of the stockholders; and no stockholder
shall have the right to inspect any account, book or document of this
Corporation except as conferred by the Statutes of Nevada, or authorized by the
directors or any resolution of the stockholders.

          C.  No sale conveyance, transfer, exchange or other disposition of all
or substantially all of the property and assets of this Corporation shall be
made unless approved by the vote or written consent of the stockholders entitled
to exercise two-thirds (2/3) of the voting power of the Corporation.

          D.  The stockholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the Corporation outside of
the State of Nevada, and at such place as may from time to time be designated by
the bylaws or by resolution of the board of directors or stockholders, except as
otherwise required by the laws of the State of Nevada.

          E.  The Corporation shall indemnify each present and future officer
and director of the Corporation and each person who serves at the request of the
Corporation as an officer or director of the Corporation, whether or not such
person is also an officer or director of the Corporation, against all costs,
expenses and liabilities, including the amounts of judgments, amounts paid in
compromise settlements and amounts paid for services of counsel and other
related expenses, which may be incurred by or imposed on him in connection with
any claim, 

                                       2
<PAGE>
 
action, suit, proceedings, investigation or inquiry hereafter made,
instituted or threatened in which he may be involved as a party or otherwise by
reason of any past or future action taken or authorized and approved by him or
any omission to act as such officer or director, at the time of the incurring or
imposition of such costs, expenses, or liabilities, except such costs, expenses
or liabilities as shall relate to matters as to which he shall in such action,
suit or proceeding, be finally adjusted to be liable by reason of his negligence
or willful misconduct toward the Corporation or such other Corporation in the
performance of his duties as such officer or director, as to whether or not a
director or officer was liable by reason of his negligence or willful misconduct
toward the Corporation or such other Corporation in the performance of his
duties as such officer or director, in the absence of such final adjudication of
the existence of such liability, the board of directors and each officer and
director may conclusively rely upon an opinion of legal counsel selected by or
in the manner designated by the board of directors.  The foregoing right of
indemnification shall not be exclusive of other rights to which any such officer
or director may be entitled as a matter of law or otherwise, and shall inure to
the benefit of the heirs, executors, administrators and assigns of each officer
or director.

          F.  To the fullest extent permitted by Nevada Revised Statute or any
other applicable law as now in effect or as it may hereafter be amended, a
director of this Corporation shall not be personally liable to the Corporation
or its shareholders for monetary damages for any action taken or any failure to
take any action, as a director except for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or the payment of
distributions in violation of Nevada Revised Statute section 78.300.

          The undersigned being the individual named in Article III, above, as
the initial registered agent of the Corporation, hereby consents to such
appointment.



                                                   /s/:  Ray Warren
                                               ---------------------------

                                       3
<PAGE>
 
          The undersigned incorporator executed these Articles of Incorporation,
certifying that the facts herein stated are true this 12th day of January, 1996.


                                                   /s/:  Anita Patterson
                                               ---------------------------------
                                               ANITA PATTERSON

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

          On this 12th day of January, 1996, personally appeared before me Anita
Patterson personally known to me or proved to me on the basis of satisfactory
evidence to be the person whose name is signed on the preceding document, and
acknowledged to me that she signed it voluntarily for its stated purpose.


                                                   /s/:  Connie L. Collins
                                               ---------------------------------
                                               NOTARY PUBLIC

                                       4
<PAGE>
 
                           CERTIFICATES OF AMENDMENT

                                       TO

                           ARTICLES OF INCORPORATION

                                       OF

                                  IMALL, INC.


          We the undersigned as President and Secretary of iMall, Inc. to hereby
certify:

          That the Board of Directors of said Corporation by unanimous written
consent adopted a resolution to amend the Articles of Incorporation, as amended,
as follows:

               A.  Delete Article IV in its entirety and substitute in its place
     the following:

                                  ARTICLE IV.

               The total authorized capitalization of this Corporation shall be
          300,000,000 shares of Common Stock par value of $.001 per share and
          10,000,000 shares of Preferred Stock par value of $.001 per share.

               The shares of preferred stock authorized hereby may, when
          authorized for issuance by the Board of Directors of this corporation,
          be issued in series having such designations, powers, preferences,
          rights and limitations, and on such terms and conditions as the Board
          of Directors may from time to time determine including the rights, if
          any, of the holders thereof with respect to voting, dividends,
          redemption, liquidation and conversion.

          Before this Amendment, 300,000,000 shares of Common Stock with a par
value of $.001 per share were authorized and of those authorized 61,742,239
shares were issued and outstanding.  After this amendment, 300,000,000 shares of
Common Stock with a par value of $.001 per share and 10,000,000 shares of Common
Stock with a par value of $.001 per share will be authorized.

                                       5
<PAGE>
 
          The said Amendment has been consented to and approved by a vote of the
shareholders holding an aggregate of 39,000,000 shares representing at least a
majority of the sole class of Common Stock outstanding and entitled to vote
thereon.  The change is effective immediately.


                                                   /s/:  Mark Comer
                                               -----------------------------
                                               Mark Comer, President


                                                   /s/:  Craig Lewis
                                               ------------------------------
                                               Craig Lewis, Secretary


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

          On this 14th day of November, 1997, personally appeared before me Mark
Comer and Craig Lewis, personally known to me or proved to me on the basis of
satisfactory evidence to be the persons whose names are signed on the preceding
document, and acknowledged to me that they signed it voluntarily for its stated
purpose.


                                                   /s/:  Stacey Davis
                                               --------------------------------
                                               NOTARY PUBLIC

                                       6
<PAGE>
 
                  CERTIFICATE OF DECREASE OF AUTHORIZED SHARES

                           PURSUANT TO NRS (S) 78.207

                                  IMALL, INC.,

                              A NEVADA CORPORATION

          Pursuant to Nevada Revised Statutes ("NRS") Sections 78.207 and
78.209, the undersigned Executive Vice President and Secretary of iMALL, Inc., a
Nevada corporation (the "Corporation"), hereby certifies that the Board of
Directors of the Corporation, desiring to decrease the number of authorized
shares of common stock of the Corporation and correspondingly decrease the
number of issued and outstanding shares of the Corporation's common stock (the
"Class Change"), authorized such action at a meeting duly called and held on
January 26, 1998 and by a unanimous written consent dated as of January 11,
1999.

          The undersigned further certify that:

          (A) The number of authorized shares of the Corporation and the par
value of each class and series prior to the Class Change were as follows::

<TABLE>
<CAPTION>
                Number                     Class          Par Value   
                ---------------------   ------------   ---------------
                <C>                     <S>            <C>            
                          300,000,000   Common         $.001 per share
                           10,000,000   Preferred      $.001 per share
</TABLE>
          (B) The number of authorized shares of the Corporation and the par
value of each class and series as of and after the Class Change are as follows::

<TABLE>
<CAPTION>
                Number                    Class          Par Value
                --------------------   ------------   ---------------
                <C>                    <S>            <C>
                          37,500,000   Common         $.008 per share
                          10,000,000   Preferred      $.001 per share
</TABLE>
          (C) The total number of issued and outstanding shares of the
Corporation's common stock as of the record date of the Class Change (February
12, 1998) (the "Record Date") decreased from 61,214,479 to 7,652,037 as a result
of the Class Change, such that each holder of eight (8) shares of common stock
of the Corporation on the Record Date received in exchange one (1) share of
common stock of the Corporation.

          (D) Fractional shares were not issued in connection with the Class
Change, and in lieu thereof, in accordance with NRS 78.205(2)(b), the
Corporation issued to each holder of a fractional share after the Class Change
such additional fraction of a share as was necessary to increase the fractional
share to a full share.  The percentage of all issued and outstanding shares of
common stock with respect to which an additional fraction of a share was issued
was less than ten percent (10%).

          (E) Stockholder approval is not required with regard to the Class
Change.

                                       7
<PAGE>
 
          (F) The Class Change and the amendment of the Articles of
Incorporation of the Corporation with respect to the authorized and outstanding
number of shares of common stock of the Corporation, and their par value, as
provided in this Certificate, shall be effective, to the extent permitted by
applicable law, as of the Record Date, and otherwise, upon filing of this
Certificate with the Secretary of State of Nevada.

          Dated as of the 12th of January, 1999.
          
                                                  /s/:  Anthony P. Mazzarela
                                           -------------------------------
                                           Anthony P. Mazzarella, Executive 
                                           Vice President and Secretary



STATE OF CALIFORNIA    )
                       ) ss.
COUNTY OF LOS ANGELES  )

          On January 12, 1999, before me, Juan A. Guiga, a notary public in and
for said State, personally appeared Anthony P. Mazzarella, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacities, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

WITNESS my hand and official seal.


    /s/:  Juan A. Guiga                               (Seal) 
------------------------------------                   
Notary Public

                                       8