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                                                                    Exhibit 3.01


                            ARTICLES OF INCORPORATION

                                       OF

                               NIMBUS GROUP, INC.

         The undersigned incorporator, for the purpose of forming a corporation
under the Florida Business Corporation Act (the "FBCA"), hereby adopt the
following Articles of Incorporation:

                                    ARTICLE 1

                                      NAME

         The name of the corporation (the "Corporation") is: NIMBUS GROUP, INC.


                                    ARTICLE 2

                                    PURPOSE

         The general purpose for which the corporation is organized is to
transact any or all lawful business permitted under the FBCA and the laws of
Florida and the United States of America.

                                    ARTICLE 3

                       PRINCIPAL OFFICE; REGISTERED OFFICE

         The address of the principal office of the Corporation and the mailing
address of the Corporation is 5555 Anglers Avenue, Suite 16, Fort Lauderdale, FL
33312. The address of the registered office is 5555 Anglers Avenue, Suite 16,
Fort Lauderdale, FL 33312.

                                    ARTICLE 4

                                  CAPITAL STOCK

         The total number of shares of stock the Corporation shall have
authority to issue is (i) 50,000,000 shares of Common Stock, $.001 par value per
share ("Common Stock"), and (ii) 10,000,0000 shares of Preferred Stock, $.001
par value per share ("Preferred Stock").

         The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions in
respect of each class of capital stock of the Corporation.


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         A. COMMON STOCK

                  1.       GENERAL. The voting, dividend and liquidation rights
                           of the holders of the Common Stock are subject to and
                           qualified by the rights of the holders of the
                           Preferred Stock of any series as may be designated by
                           the Board of Directors upon any issuance of the
                           Preferred Stock of any series.

                  2.       VOTING. The holders of Common Stock are entitled to
                           one vote for each share held at all meetings of
                           shareholders (and written actions in lieu of
                           meetings). There shall be no cumulative voting.

                  3.       DIVIDENDS. Dividends shall be declared and paid on
                           the Common Stock from funds lawfully available
                           therefor as and when determined by the Board of
                           Directors and subject to any preferential dividend
                           rights of any then outstanding Preferred Stock.

                  4.       LIQUIDATION. Upon the dissolution or liquidation of
                           the Corporation, whether voluntary or involuntary,
                           all of the assets of the Corporation available for
                           distribution to its shareholders shall be distributed
                           ratably among the holders of the Preferred Stock, if
                           any, and Common Stock, subject to any preferential
                           rights of any then outstanding Preferred Stock.

         B. PREFERRED STOCK

         Preferred Stock may be issued from time to time in one or more series,
each of such series to have such terms as stated or expressed in this Section B
of Article 4 and/or in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors of the Corporation as hereinafter
provided. Any shares of Preferred Stock which may be redeemed, purchased or
acquired by the Corporation may be reissued except as otherwise provided by law.
Different series of Preferred Stock shall not be construed to constitute
different classes of shares for the purposes of voting by classes unless
expressly provided.

         Authority is hereby granted to the Board of Directors from time to time
to issue the Preferred Stock in one or more series, and in connection with the
creation of any such series, by resolution or resolutions providing for the
issuance of the shares thereof, to determine and fix such voting powers, full or
limited, or no voting powers, and such designations, preferences, powers and
relative participating, optional or other special rights and qualifications,
limitations, or restrictions thereof including, without limitation dividend
rights, conversion rights, redemption privileges and liquidation preferences, as
shall be stated and expressed in such votes, all to the full extent now or
hereafter permitted by the FBCA. Without limiting the generality of the
foregoing, the resolutions providing for issuance of any series of Preferred
Stock may provide that such series shall be superior or rank equally or be
junior to the Preferred Stock of any other series to the extent permitted by
law. Except as provided in this Article 4, no vote of



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the holders of the Preferred Stock or Common Stock shall be a prerequisite to
the issuance of any shares of any series of Preferred Stock authorized by and
complying with the conditions of the Articles of Incorporation, the right to
enjoy such vote being expressly waived by all present and future holders of the
capital stock of the Corporation. The resolutions providing for issuance of any
series of Preferred Stock may provide that such resolutions may be amended by
subsequent resolutions adopted in the same manner as the preceding resolutions.
Such resolutions shall be effective upon adoption, without the necessity of any
filing, with the Secretary of State of the State of Florida or otherwise.

                                    ARTICLE 5

                               BOARD OF DIRECTORS

         A. NUMBER AND TERM OF DIRECTORS. The Corporation's Board of Directors
shall consist of not less than three nor more than twelve members, with the
exact number to be fixed from time to time in the manner provided in the
Corporation's bylaws. No decrease in the number of directors shall have the
effect of shortening the term of any incumbent director. The Board of Directors
shall be divided into three classes. The number of directors elected to each
class shall be as nearly equal in number as possible. Each director in the first
class shall be elected to an initial term expiring at the next ensuing annual
meeting of shareholders, each director in the second class shall be elected to
an initial term expiring at the annual meeting of shareholders held one year
thereafter and each director in the third class shall be elected to an initial
term expiring at the annual meeting of shareholders held one year thereafter, in
each case until his or her successor is duly elected and qualified or until his
or her earlier resignation, death, incapacity or removal from office. The
Corporation will use its best efforts to have an uneven number of directors on
the Corporation's Board after the third class of directors is elected. Upon the
expiration of the successor directors of each class shall be elected for a full
term of three years, to serve until their successors are duly elected and
qualified or until their earlier resignation, death, incapacity or removal from
office. The Board of Directors shall apportion any increase or decrease in the
number of directors among the classes as nearly equal in number as possible.

         B. VACANCIES. Whenever any vacancy on the Board of Directors shall
occur due to death, resignation, retirement, disqualification, removal, increase
in the number of directors, or otherwise, a majority of the remaining directors
in office, although less than a quorum of the Board of Directors, may fill the
vacancy for the balance of the unexpired term of the vacant directorship, at
which time a successor or successors shall be duly elected by provisions these
articles and the Corporation's bylaws, only the remaining directors of the
Corporation shall have the authority, in accordance with the procedure stated
herein and in the Corporation's bylaws, to fill any vacancy that arises on the
Board of Directors.

         C. REMOVAL. A director may be removed from office prior to the
expiration of his or her term: (i) only for cause; and (ii) only upon the
affirmative vote of at least two-thirds of the outstanding shares of capital
stock of the Corporation entitled to vote for the election of directors.




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         D. AMENDMENTS. Notwithstanding anything contained in these Articles of
Incorporation to the contrary, this Article 5 shall not be altered, amended or
repealed except by an affirmative vote of at least two-thirds of the outstanding
shares of capital stock of the Corporation entitled to vote for the election of
directors.

                                    ARTICLE 6

                        LIMITATION ON DIRECTOR LIABILITY

         A director shall not be personally liable to the Corporation or the
holders of shares of capital stock for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the duty of loyalty of such
director to the Corporation or such holders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 607.0831 of the FBCA, or (iv) for any transaction from
which such director derives an improper personal benefit. If the FBCA is
hereafter amended to authorize the further or broader elimination or limitation
of the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the FBCA, as so amended. No repeal or modification of this Article 6 shall
adversely affect any right of or protection afforded to a director of the
Corporation existing immediately prior to such repeal or modification.

                                    ARTICLE 7

                                 INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to, and may
purchase and maintain insurance on behalf of, its officers and directors to the
fullest extent permitted by law as now or hereafter in effect. Without limiting
the generality of the foregoing, the By-laws may provide for indemnification and
advancement of expenses to officers, directors, employees and agents on such
terms and conditions as the Board of Directors may from time to time deem
appropriate or advisable.

                                    ARTICLE 8

                                     BY-LAWS

         Only an affirmative vote of the holders of a majority of the issued and
outstanding shares of the Corporation's capital stock entitled to vote shall
have the power to adopt, amend or repeal the By-laws of the Corporation or any
part thereof.





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                                    ARTICLE 9

                                    AMENDMENT

         These Articles of Incorporation may be altered, amended or repealed by
the shareholders of the Corporation in accordance with the applicable provisions
of Florida law; provided, further, that Article 5 hereof may only be altered,
amended or replaced in accordance with Article 5D hereof.

                                   ARTICLE 10

                                  SHAREHOLDERS

         A. NO PREEMPTIVE RIGHTS. Unless otherwise provided by resolution of the
Board of Directors of Directors of the Corporation, no shareholder shall have
preemptive rights to acquire securities of the Corporation.

         B. QUORUM; VOTE REQUIRED. The presence, in person or by proxy, of the
holders of one-third (1/3) of the shares entitled to vote shall constitute a
quorum. The approval of the holders of a majority of the issued and outstanding
shares entitled to vote shall be required for any action by or of the
shareholders.

         IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on September __, 2001.

                                       NIMBUS GROUP, INC.



                                       By:
                                           -------------------------------------
                                           Albert Friedman, Incorporator


ACKNOWLEDGMENT:

Having been named to accept service of process for the above-stated corporation,
at the place designated in this certificate, I hereby accept the appointment as
registered agent and agree to act in this capacity. I further agree to comply
with the provisions of all statutes relating to the proper and complete
performance of my duties, and I am familiar with and accept the obligations of
my position as registered agent.

Dated this __ day of September, 2001


                                            ------------------------------------
                                                       Albert Friedman




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