EXHIBIT 4.1

                           ARTICLES OF INCORPORATION



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                                                       FILED #C1372401
                                                         MAY 24 2001
                                                       IN THE OFFICE OF
                                                          DEAN HELLER
                                                  DEAN HELLER SECRETARY OF STATE



                           ARTICLES OF INCORPORATION

                                       OF

                          TIMEBEAT.COM ENTERPRISES INC.


                                                     ARTICLE I

         The name of the  corporation  is  Timebeat.com  Enterprises  Inc.  (the
"Corporation").


                                   ARTICLE II

         The amount of total  authorized  capital  stock  which the  Corporation
shall have authority to issue is 100,000,000  shares of common stock,  each with
$0.001 par value.  To the fullest  extent  permitted by the laws of the State of
Nevada  (currently  set  forth in NRS  78.195),  as the same now  exists  or may
hereafter  be  amended  or  supplemented,  the  Board of  Directors  may fix and
determine the  designations,  rights,  preferences  or other  variations of each
class or series within each class of capital stock of the Corporation.


                                           ARTICLE III

         The business and affairs of the Corporation shall be managed by a Board
of Directors  which shall  exercise all the powers of the Corpora tion except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of the State of Nevada. The number of members of the Board of Directors shall be
set in  accordance  with the  Company's  Bylaws;  however,  the initial Board of
Directors shall consist of three members. The names and addresses of the persons
who shall serve as the directors  until the first annual meeting of stockholders
and until their successors are duly elected and qualified are as follows:

NAME                                              ADDRESS

Alexander Vileshin                                235 E. 40th St., Apt. 34II
                                                  New York, NY  10016

Thomas L. Crom, III                               P. O. Box 9
                                                  Payson, AZ  85547-0009

Michele Albo                                      2720 Hancock Creek Road
                                                  West Palm Beach, FL  33411


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                                   ARTICLE IV

         The name and address of the incorporator of the Corporation is Adam P.
Stapen, 455 Sherman Street, Suite 300, Denver, Colorado 80203.


                                    ARTICLE V

         To the  fullest  extent  permitted  by the laws of the  State of Nevada
(currently set forth in NRS 78.037),  as the same now exists or may hereafter be
amended or  supplemented,  no  director or officer of the  Corporation  shall be
liable to the  Corporation  or to its  stockholders  for  damages  for breach of
fiduciary duty as a director or officer.


                                   ARTICLE VI

         The Corporation  shall  indemnify,  to the fullest extent  permitted by
applicable law in effect from time to time, any person against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he is or
was a  director  or  officer  of the  Corporation,  he is or was  serving at the
request of the Corporation as a director,  officer, employee, or agent of, or in
any  similar   managerial  or  fiduciary   position  of,  another   corporation,
partnership,  joint venture,  trust or other  enterprise.  The Corporation shall
also  indemnify  any person who is  serving or has served the  Corporation  as a
director,  officer,  employee,  or agent of the Corporation to the extent and in
the manner provided in any bylaw,  resolution of the  shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible.


                                   ARTICLE VII

         The  owners  of  shares  of stock of the  Corporation  shall not have a
preemptive  right to acquire  unissued  shares,  treasury  shares or  securities
convertible into such shares.


                                  ARTICLE VIII

         Only the  shares of  capital  stock of the  Corporation  designated  at
issuance  as having  voting  rights  shall be  entitled  to vote at  meetings of
stockholders  of the  Corporation,  and only  stockholders  of  record of


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shares  having  voting  rights  shall be  entitled  to  notice of and to vote at
meetings of stockholders of the Corporation.


                                   ARTICLE IX

         The initial resident agent of the Corporation shall be the Corpora tion
Trust Company of Nevada,  whose street  address is 6100 Neil Road,  #500,  Reno,
Nevada 89511.


                                    ARTICLE X

         The provisions of NRS 78.378 to 78.3793  inclusive,  shall not apply to
the Corporation.

                                   ARTICLE XI

         The purposes for which the  Corporation is organized and its powers are
as follows:

                  To engage in all lawful business; and

                  To have,  enjoy, and exercise all of the rights,  powers,  and
privileges  conferred  upon  corporations  incorporated  pursuant to Nevada law,
whether  now or  hereafter  in effect,  and  whether or not herein  specifically
mentioned.


                                   ARTICLE XII

         One-third  of the  votes  entitled  to be  cast on any  matter  by each
shareholder  voting group entitled to vote on a matter shall constitute a quorum
of that voting group for action on that matter by shareholders.


                                  ARTICLE XIII

         The holder of a bond,  debenture or other obligation of the Corporation
may have any of the rights of a  stockholder  in the Corpora- tion to the extent
determined appropriate by the Board of Directors at the time of issuance of such
bond, debenture or other obligation.




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         IN WITNESS  WHEREOF,  the undersigned  incorporator  has executed these
Articles of Incorporation this 21st day of May, 2001.


                                        By /s/ ADAM P. STAPEN
                                          ------------------------------------
                                          Adam P. Stapen
                                          Incorporator



STATE OF COLORADO                                    )
CITY AND                                             ) ss.
COUNTY OF DENVER                                     )

         Personally  appeared  before me this 21st day of May,  2001,  Adam P.
Stapen who,  being first duly sworn,  declared  that he executed  the  foregoing
Articles of Incorporation  and that the statements  therein are true and correct
to the best of his knowledge and belief.

         Witness my hand and official seal.



                                        /s/ CYNTHIA C. FILLIPP
                                        -----------------------------------
                                        Notary Public

My commission expires:                  Address:
                                        455 SHERMAN STREET
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12/21/2002                              SUITE 300
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                                        DENVER, CO  80237
[S E A L]                               -----------------------------------






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                    CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
                                BY RESIDENT AGENT

I,  Corporation  Trust Company of Nevada,  with address at 6100 Neil Road, #500,
Town of Reno, County of Washoe,  State of Nevada,  hereby accept the appointment
as  Resident  Agent of  Timebeat.com  Enterprises  Inc. in  accordance  with NRS
78.090.

In Witness Whereof, I have hereunto set my hand this 22nd day of May, 2001.

                                        CT CORPORATION SYSTEM

                                        /s/ HEIDI M. LIESCH
                                        -----------------------------------
                                        Signature

                                        HEIDI M. LIESCH
                                        -----------------------------------
                                        Print Name

                                        SPEC. ASST. SECT.
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                                        Title







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