<PAGE>
                                                                   Exhibit 3(i)

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                                       OF

                                SKYGIVERS, INC.

                            a for profit corporation


                                ARTICLE I - NAME


The name of this corporation is:

SKYGIVERS, INC.


           ARTICLE II - PRINCIPAL OFFICE STREET AND MAILING ADDRESSES


     The street address of its principal office, and, if different, the
mailing address of the corporation, is as follows:

     47 Mall Drive Unit
     Commack, New York 11725

     Mailing Address:
     Same


<PAGE>

                           ARTICLE III - CAPITAL STOCK

3A.  NUMBER AND CLASSES OF SHARES

     3A(1) TOTAL SHARES ISSUABLE; APPLICABLE TERMS. The number of shares of
capital stock this corporation is authorized to issue and have outstanding at
any one time is SEVEN HUNDRED SEVENTY FIVE MILLION (775,000,000) shares, ALL
WITH $.0001 VALUE PER SHARE UNLESS OTHERWISE SPECIFIED. If a par or stated
value is specified, stock may not be originally issued by the corporation for
a consideration of less than par or stated value. Stock shall be issued only
for consideration, as permitted by law, and the dollar value thereof shall be
determined by the Board of Directors. For accounting and other purposes, any
required allocation of consideration for shares shall be $.001 per share for
paid in capital or as otherwise legally determined by the Board of Directors
or its delegates. The corporation's stock authorized for issuance pursuant to
the provisions of applicable law, consists of the following number of shares
and classes, subject to any legally permissible terms set forth in these
Articles, as may be amended.

     3A(2) COMMON SHARES. SEVEN HUNDRED FIFTY MILLION (750,000,000) shares of
Common Stock, being voting stock, with $.0001 (1/100(cent)) par value per
share.

     3A(3) PREFERRED SHARES. TWENTY FIVE MILLION (25,000,000) shares of
Preferred Stock, with $.0001 par value per share issuable in one or more
classes or series as indicated herein and otherwise as permitted by law.

     3A(4)(A) CERTAIN TERMS OF PREFERRED OR OTHER SHARES. If required by law,
each class or series of preferred shares (or any other class or series of shares
of stock) shall be designated herein amendment prior to issuance, as Preferred
Shares or by any name and/or letter or number, but such name shall be (A) OTHER
THAN common shares if entitled to preference in the distribution of dividends or
assets, or (B) OTHER THAN preferred shares if not entitled to preference in the
distribution of dividends or assets.

     3A(5) RELATIVE RIGHTS. PREFERENCES AND LIMITATIONS Variations in the
relative rights. preferences and limitations of various securities may be as
stated under "Certain Terms Of Preferred Or Other Shares", Section 3A(4)(A)
herein, and "Board Power to Designate Securities And Fix Terms", Section 3C(1)
herein, or elsewhere in these Articles.

     3A(6) MULTIPLE VOTING SHARES.

MULTIPLE VOTING SHARES  One Million Fifty Thousand (1,050,000) shares of the
authorized and unissued Preferred Stock of the Corporation are hereby
designated Multiple Voting Shares (the "Multiple Voting Shares") with the
following voting powers, designations, preferences, limitations, restrictions
and relative rights, as follows:

                           (1)      DIVIDENDS. The holders of the outstanding
shares of Multiple Voting Shares shall not be entitled to any preferential
dividends, but shall participate in any dividends payable on the shares of
Common Stock, par value $.0001 per share of the Corporation ("Common
Shares"), such that dividends payable on each of the Multiple Voting Shares
shall be equal to the dividends payable on each of the Common Shares
multiplied by one thousand (1,000).

                           (2)      LIQUIDATION PREFERENCE.  In the event of
any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of each of the outstanding shares of
Multiple Voting Shares shall be entitled to receive an amount equal to the
amount payable on each of the Common Shares multiplied by one thousand
(1,000).

                           (3)      VOTING POWER.  Each share of Multiple
Voting Shares shall be entitled to one thousand (1,000) times the number of
votes as one share of Common Shares is entitled. Except as otherwise
expressly required by law or as provided herein, the holders of Multiple
Voting Shares shall not be entitled to vote as a group on any matters. To the
extent permitted by law, the holders of shares of Multiple Voting Shares and
the holders of shares of Common Shares shall vote together as a single class
on all matters including for the election of directors.

                           (4)      CONVERSION OF THE MULTIPLE VOTING SHARES.

                                            (i)      CONVERSION.  The
Multiple Voting Shares will be convertible into the Common Shares of the
Corporation in a ratio of one for one thousand (1,000) shares, subject to
adjustment as provided for herein. The outstanding Multiple Voting Shares
shall be converted, with no action on the part of the holder, upon the
earlier of (a) the consummation of a public offering registered with the
Securities and Exchange Commission in which the gross proceeds for the
Corporation's Common Shares issued in the offering are not less than
$5,000,000, or (b) receipt of notice from the Corporation with respect to the
conversion of the Multiple Voting Shares.

                                            (ii)     ADJUSTMENTS OF MULTIPLE
VOTING SHARES FOR CERTAIN DILUTIVE ISSUANCES, SPLITS AND COMBINATIONS.

                                                     (A)      In the event
that the Corporation shall declare or pay, without consideration, any
dividend on the Common Shares payable in any right to acquire Common Shares
for no consideration, then the Corporation shall be deemed to have made a
dividend payable in Common Shares in an amount of shares equal to one
thousand times the maximum number of shares issuable upon exercise of such
rights to acquire Common Shares.

                                                     (B)      If the Common
Shares issuable upon conversion of the Multiple Voting Shares shall be
changed into the same or a different number of shares of any other class or
classes of shares, whether by capital reorganization, reclassification or
otherwise the conversion price of Multiple Voting Shares then in effect
shall, concurrently with the effectiveness of such reorganization or
reclassification, be proportionately adjusted so that the Multiple Voting
Shares shall be convertible into, in lieu of the number of shares of Common
Shares which the holders would otherwise have been entitled to receive, a
number of shares of such other class or classes of Shares equivalent to the
number of shares of Common Shares that would have been subject to receipt by
the holders upon conversion of the Multiple Voting Shares immediately before
that change.

                                                     (C)      Upon the
occurrence of each adjustment or readjustment of the conversion price of
Multiple Voting Shares, the Corporation shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and prepare
and furnish to each holder of such Multiple Voting Shares a certificate
executed by the president and secretary setting forth such adjustment or
readjustment. The Corporation shall, upon written request at any time of any
holder of Multiple Voting Shares, furnish or cause to be furnished to such
holder a certificate setting forth the number or shares of Common Shares
which at the time would be received upon the conversion of a share of
Multiple Voting Shares.

                                            (iii)    LOST OR STOLEN
CERTIFICATES. Upon receipt by the Corporation of evidence of the loss, theft,
destruction or mutilation of any Multiple Voting Shares certificate(s), and
(in the case of loss, theft or destruction) of indemnity or security
satisfactory to the Corporation, and upon the cancellation of the Multiple
Voting Shares certificate(s), if mutilated, the Corporation shall execute and
deliver new certificates for Multiple Voting Shares of like tenure and date.
However, the Corporation shall not be obligated to reissue such lost or
stolen certificates for shares of Multiple Voting Shares if the holder
contemporaneously requests the Corporation to convert such Multiple Voting
Shares into Common Shares.

                                            (iv)     CASH IN LIEU OF
FRACTIONAL SHARES. The Corporation may, if it so elects, issue fractional
shares of Common Shares upon the conversion of Multiple Voting Shares. If the
Corporation does not elect to issue fractional shares, the Corporation shall
pay to the holder of the Multiple Voting Shares which were converted a cash
adjustment in respect of such fractional shares in an amount equal to the
same fraction of the market price per share of the Common Shares (as
determined in a reasonable manner prescribed by the Board of Directors) at
the close of business on the Conversion Date. The determination as to whether
any fractional shares are issuable shall be based upon the total number of
shares of Multiple Voting Shares being converted at any one time by any
holder thereof, not upon each share of Multiple Voting Shares being converted.

                                             (v)     GENERAL. Except as may
be provided herein, for purposes of notice and any other matter, the
Corporation shall treat holders of Multiple Voting Shares in all respects in
the same manner in which it treats holders of the Common Shares."

3B.  COMMON STOCK SERIES: VOTING AND DISSOLUTION RIGHTS OF COMMON AND OTHER
     STOCK.

     3B(1) COMMON STOCK RIGHTS IN GENERAL. Common Shares shall have all of the
proprietary interests in the corporation, nonexclusively including all rights as
to voting, dividends, and assets, except as expressly provided to the contrary
herein or by operation of law, and subject only to any preferences and rights
expressly granted to any other class or series of securities.

     3B(2) VOTING RIGHTS. COMMON STOCK HAS UNLIMITED VOTING RIGHTS, but
additional classes or series of voting shares at any nature may be established
to the extent permitted by law. References to "vote" or "voting" herein, in the
Bylaws, or other governing documents, shall be deemed to include action by
written consent to the full extent permitted by law.

     3B(3) RIGHTS TO ASSETS FOLLOWING DISSOLUTION. Unless otherwise specified,
holders of Common Shares are entitled to receive prorata share by share the net
assets of the corporation following dissolution (and liquidation of assets and
payment of creditors), but additional classes or series of shares or other
securities of any nature entitled to receive the net assets of the corporation
following dissolution (and liquidation of assets and payment of creditors) may
be established to the extent permitted by law.

     3B(4) OTHER SERIES OF COMMON STOCK,. In particular, other classes or series
of Common Shares may be established by the Board of Directors.


<PAGE>


     3B(5) CROSS REFERENCE TO STOCK DESIGNATION REQUIREMENTS OF LAW. See
"Certain Terms Of Preferred Or Other Shares", Section 3A(4)(A) herein.

3C.  ADDITIONAL CLASSES OR SERIES; REDESIGNATION OF SECURITIES.

     3C(1) BOARD POWER TO DESIGNATE SECURITIES AND FIX TERMS. The Board of
Directors shall have full authority to the extent permitted by law to amend
these articles to establish one or more classes or series of any common,
preferred, special or other class or series of stock or other securities, to
designate same, and to fix and determine the variations in the relative rights,
preferences and limitations between classes or series. See "Certain Terms Of
Preferred Or Other Shares", Section 3A(4A) herein. Also, the Board of Directors
may redesignate the title of any class or series of any outstanding or unissued
securities in a distinguishable manner from every other class or series, by
amendment hereto. The Board of Directors may or may not require or permit
replacement of any securities certificates at any time other than upon transfer,
subdivision or consolidation of holdings, at which time replacement shall be
required, to show the new designation.

3D.  BYLAWS MAY DEFINE AND CLARIFY THESE PROVISIONS.

     To the extent permitted by Nevada Statutes the Bylaws may define and
clarity any provisions contained herein relating to stock shares or other
securities.


              ARTICLE IV - REGISTERED OFFICE AND AGENT APPOINTMENT


     The street address of the registered office of this corporation shall be:

     502 N. Division Street
     Carson City, Nevada 89703


     The name of the resident agent of this corporation at the registered office
of this corporation shall be:

                          CORPORATE SERVICES OF NEVADA

     The written statement of the simultaneous acceptance of appointment of the
resident agent is enclosed with this appointment.


                           ARTICLE V - INCORPORATOR(S)

     The came and address of each incorporator of the corporation is:

<TABLE>
<CAPTION>
         Name                                                          Address
<S>                                                       <C>
         JAMES R. LEONE                                       452 Osceola Street, Suites 211-213
                                                              Altamonte Springs, Florida 32701

</TABLE>


<PAGE>

               ARTICLE VI - DURATION; EFFECTIVE COMMENCEMENT DATE


     This corporation shall exist perpetually. This corporation shall commence
at the time and on the date of filing of these Articles.


                    ARTICLE VII- CERTAIN STATUTORY EXCEPTIONS


     This corporation hereby elects to be excepted from the following provisions
of law or any comparable replacement provisions:

                                      NONE


                            ARTICLE VIII - AMENDMENT


     8A. GENERAL AMENDMENT PROVISION. This corporation reserves the right to
amend or repeal any provisions contained in these Articles of Incorporation or
the corporation's Bylaws, or in any amendment hereto, and all rights conferred
upon the shareholders are subject to this reservation.

     8B. AMENDMENT OF ARTICLES OR BYLAWS FOR SUPERMAJORITY QUORUM OR VOTE
REQUIREMENT: DELAYED REPEAL OF THIS PROVISION. Any provision of these Articles
of Incorporation or the corporation's Bylaws requiring more than a majority
quorum or vote of directors or shareholders may be adopted and may be amended or
repealed, in each ease, only by the percentage vote specified in such provision,
so long as this requirement is in effect in this form. This requirement shall
remain in effect in this form (A) until amended or repealed by unanimous
vote(s), unless it is legally permissible for it to remain in this farm as
follow; (B) for six (6) months after the taking of a vote or the giving of all
the necessary signatures on a consent, pursuant to which vote or consent thin
requirement is to be repealed or amended or replaced in any fashion (for
example, by merger with, or by sale of assets to, a commonly controlled entity)
effectively lowering or permitting lowering the 'vote so required. This
provision may only be repealed or amended by a majority vote of shareholders
unless a different vote is required by law, or these Articles of Incorporation.


                      ARTICLES IX - DIRECTORS AND OFFICERS


     9A. NUMBER OF DIRECTORS: BYLAWS AUTOMATICALLY AMENDED TO REFLECT NUMBER
OF DIRECTORS. The number of directors of this corporation shall be FOUR (4).
The number of directors may be increased or decreased from time to time by
the Bylaws but shall never be less than one. Any duly adopted resolution
adding or removing a Director, or setting forth the entire Board of
Directors, shall be deemed to amend the Bylaws to the extent necessary to
reflect any change in their number, except to the extent a larger number in
specifically provided.

     9B. PRESENT DIRECTORS. The name and address of each director of this
corporation are as follows:

<TABLE>
<CAPTION>
                  NAME                               ADDRESS                             OFFICE
<S>                                      <C>                                         <C>
                  STEVEN CANTOR             47 MALL DRIVE                                DIRECTOR
                                            COMMACK, NEW YORK 11725


</TABLE>


<PAGE>

<TABLE>
<S>                                      <C>                                        <C>
                  COREY MORRISON            47 MALL DRIVE                                DIRECTOR
                                            COMMACK, NEW YORK 11725

</TABLE>

                          ARTICLE X - PURPOSE.BUSINESS


     This corporation is organized for the purpose of transacting any and all
lawful business for which corporations may be incorporated under Nevada Statute;
provided that it will not engage in any act or activity requiring the consent or
approval of any government official, department, board, agency or other body of
any local, state or federal government having jurisdiction over such act or
activity, without obtaining such consent or approval.


                               ARTICLE XI - BYLAWS


     The power to adopt, alter, amend or repeal Bylaws shall be vested in the
Board of Directors and/or the shareholders, except an otherwise provided by law.
However, the shareholders; in amending or repealing the Bylaws generally or a
particular Bylaw provision, may provide expressly that the Board of Directors
may not amend or repeal the Bylaws or that Bylaw provision.