EXHIBIT 1

                            ARTICLES OF INCORPORATION




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ARTICLES OF INCORPORATION

ARTICLES OF INCORPORATION OF SMD Group Inc.

The undersigned,  for the purpose of forming a corporation under the laws of the
State of Delaware do hereby adopt the following articles of incorporation:

ARTICLE ONE

The name of the corporation is SMD Group Inc.

ARTICLE TWO

CORPORATE DURATION

The duration of the corporation is perpetual.

ARTICLE THREE

PURPOSE OR PURPOSES

The general purposes for which the corporation is organized are:

1.  To  engage  in  the  business  of  sales,   marketing  and  distribution  of
leading-edge products, services and technologies.

2. To engage in any other  trade or  business  that can,  in the  opinion of the
board  of  directors  of  the  corporation,  be  advantageously  carried  on  in
connection with or auxiliary to the foregoing business.

3. To do such other things as are  incidental  to the  foregoing or necessary or
desirable in order to accomplish the foregoing.

ARTICLE FOUR

CAPITALIZATION

The aggregate  number of shares which the  corporation is authorized to issue is
20,000,000.  Such shares shall be of a single class,  and shall have a par value
of $0.001 per share.

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ARTICLE FIVE

REGISTERED OFFICE AND AGENT

The street  address of the initial  registered  office of the  corporation is 15
Fast North Street in the City of Dover, County of Kent,  Delaware,  and the name
of its initial registered agent at such address, is Incorporating Services Inc.

ARTICLE SIX

DIRECTORS

The number of  directors  constituting  the initial  board of  directors  of the
corporation  is one.  The name and  address of each  person who is to serve as a
member of the initial board of directors is:

Joel Arberman 444 Bedford Street, Suite 8s. Stamford, Connecticut 06901

ARTICLE SEVEN

INCORPORATORS

The name and address of each incorporator is:

Joel Arberman 444 Bedford Street, Suite 8s, Stamford, Connecticut, 06901

Executed by the undersigned on May 8th 1998

STATE OF Delaware

COUNTY of Kent.



- ---------------------
Joel Arberman


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                                State of Delaware
                           Certificate of Amendment of
                          Certificate of Incorporation


First:  That  at a  meeting  of  the  Board  of  Directors  of SMD  Group,  Inc.
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and calling a meeting of the  stockholders  of said  corporation  for
consideration  thereof.  The resolution  setting forth the proposed amendment as
follows:

RESOLVED,  that the Certificate of  Incorporation of this corporation be amended
by changing  the Article  thereof  numbered  "First" so that,  as amended,  said
Article shall be and read as follows:

"The mane of the corporation is Cdbeat.com, Inc."

RESOLVED,  that the Certificate of  Incorporation of this corporation be amended
by changing the Article  thereof  numbered  "Fourth" so that,  as amended,  said
Article shall be and read as follows:

"The  corporation  shall be  authorized to issue  20,000,000  Shares at .001 Par
Value and 10,000,000 Preferred Shares at .001 Par Value."

Second:  That  thereafter,  pursuant to resolution of its Board of Directors,  a
special  meeting of the  stockholders  of said  corporation  was duly called and
held, upon notice in accordance with Section 222 of the General  Corporation Law
of the State of Delaware  at which  meeting  the  necessary  number of shares as
required by statute were voted in favor of the amendment.

Third: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General
Corporation Law of the State of Delaware.

Fourth: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

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In Witness  Whereof,  said  President and CEO has caused this  certificate to be
signed by Joel Arberman, an Authorized Officer, this 4th day of January, A.D.
1999.


By:_____________________
(Authorized Officer)

Name: Joel Arberman




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