1


                                                                     Exhibit 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                                  ACKEEOX CORP.

         The undersigned subscriber to these Articles of Incorporation, a
natural person competent to contract, hereby forms a corporation under the laws
of the State of Florida.

                                ARTICLE I. NAME

         The name of the Corporation shall be Ackeeox Corp. The principal place
of business shall be 2835 N. Military Trail, West Palm Beach, Florida 33409.

                         ARTICLE II. NATURE OF BUSINESS

         The Corporation may engage in or transact all lawful activities or
businesses permitted under the laws of the United States, the State of Florida,
or any other state, country, territory or nation.

                           ARTICLE III. CAPITAL STOCK

         The total number of shares of capital stock of all classes which the
Corporation shall have authority to issue is fifty million (50,000,000) shares
of common stock, $0.01 par value per share.

                          ARTICLE IV. REGISTERED AGENT

         The street address of the initial registered office of the Corporation
shall be c/o Mirkin & Woolf, P.A., 1700 Palm Beach Lakes Blvd. #580, West Palm
Beach, Florida 33401 and the name of the initial registered agent of the
Corporation at that address is Mark H. Mirkin, Esq.

   2


                          ARTICLE V. TERM OF EXISTENCE

         The Corporation shall exist perpetually.

                              ARTICLE VI. DIRECTORS

         The Corporation shall have two (2) directors initially. The names and
addresses of the initial members of the Board of Directors are Jerold H.
Kritchman, 18164 Laurel Leaf Lane, Tequesta, Florida 33469 and Jayme A.
Kritchman, 114 Banyan Circle, Jupiter, Florida 33458.

                            ARTICLE VII. INCORPORATOR

         The name and address of the incorporator to these Articles of
Incorporation are Mark H. Mirkin, Esq., 1700 Palm Beach Lakes Blvd. #580, West
Palm Beach, Florida 33401.


         IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of October, 2000.


                                                 /s/ Mark H. Mirkin, Esq.
                                                 -------------------------------
                                                 Mark H. Mirkin, Esq.


                                       -2-

   3




                    CERTIFICATE DESIGNATING PLACE OF BUSINESS
                     OR DOMICILE FOR THE SERVICE OF PROCESS
                    WITHIN THIS STATE, NAMING AGENT UPON WHOM
                              PROCESS MAY BE SERVED

         The following is submitted in accordance with the requirements of
Chapter 48.091, Florida Statutes:

         ACKEEOX CORP., desiring to organize under the laws of the State of
Florida with its registered office address, as indicated in the Articles of
Incorporation, as c/o Mirkin & Woolf, P.A., 1700 Palm Beach Lakes Blvd. #580,
West Palm Beach, Florida 33401, has named MARK H. MIRKIN, ESQ. as its agent to
accept service of process within this State.


                                 ACKNOWLEDGEMENT

         Having been named to accept service of process for the above-stated
Corporation at the place designated in this Certificate, I hereby accept to act
in this capacity and agree to comply with the provisions of Chapter 48.091,
F.S., relative to keeping open said office.


                                                 /s/ Mark H. Mirkin, Esq.
                                                 -------------------------------
                                                 Mark H. Mirkin, Esq.



                                      -3-