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                                                                     EXHIBIT 3.1
 
                           ARTICLES OF INCORPORATION
                                      OF
                             GOODNOISE CORPORATION


     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 this corporation is GOODNOISE CORPORATION

                                  ARTICLE II

NATURE OF THE BUSINESS

     This corporation shall have the power to transact or engage in any business
permitted under the laws of the United States and of the State of Florida.

                                  ARTICLE III

     The capital stock of this corporation shall consist of 200,000 shares of
common stock having a par value of $.01 per share and 500,000 shares of
Preferred Stock, $.01 par value per share.

     The Preferred Stock may be issued from time to time, with such
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, qualifications, limitations,
restrictions thereof as shall be stated and expressed in the resolution or
resolutions provided for the issuance of such Preferred Stock adopted by the
Board of Directors pursuant to the authority in this paragraph given.

                                   ARTICLE IV

INITIAL CAPITAL

     The amount of capital with which this corporation shall commence business
shall be not less than One Hundred ($100.00) Dollars.
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                                   ARTICLE V

TERM OF EXISTENCE

     This corporation shall have perpetual existence.

                                   ARTICLE VI

INITIAL ADDRESS

     The initial address of the principal place of business of this corporation
in the State of Florida shall be 3167 N.W. 47th Terrace, Suite 214, Lauderdale
Lakes, Florida  33319.  The Board of Directors may at any time and from time to
time move the principal office of this corporation to any location within or
without the State of Florida.

                                  ARTICLE VII

DIRECTORS

     The business of this corporation shall be managed by its Board of
Directors.  The number of such directors shall be not less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws.  The number of persons constituting the initial
Board of Directors shall be 1.

                                 ARTICLE VIII

INITIAL DIRECTORS

     The names and addresses of the initial Board of Directors are as follows:

                Stanley Fineberg                3167 N.W. 47th Terrace
                                                Suite 214
                                                Lauderdale Lakes, Florida 33319

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                                  ARTICLE IX

SUBSCRIBER

     The name and address of the person signing these Articles of Incorporation
as subscriber is:

          Eric P. Littman
          Suite 202
          1428 Brickell Avenue
          Miami, FL  33131

                                   ARTICLE X

VOTING FOR DIRECTORS

     The Board of Directors shall be elected by the Stockholders of the
corporation at such time and in such manner as provided in the By-Laws.

                                  ARTICLE XI

CONTRACTS

     No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any officer or director
of this corporation is such other party or is, or at some time in the future
becomes, an officer, director or partner of such other contracting party, or has
now or hereafter a direct or indirect interest in such contract.

                                  ARTICLE XII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

     This corporation shall have the power, in its By-Laws or in any resolution
of its stockholders or directors, to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may be
determined to be in the best interests of this corporation, and in conjunction
therewith, to procure, at this corporation's expense, policies of insurance.

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                                 ARTICLE XIII

FLORIDA STATUTES

     The corporation expressly elects not to be governed by the provisions of
Sections 607.108 and 607.109, Florida Statutes.

                                  ARTICLE XIV

RESIDENT AGENT

     The name and address of the initial resident agent of this corporation is:

          Berlit Corporate Services, Inc.
          Suite 202
          1428 Brickell Avenue
          Miami, FL  33131

 

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