EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                         TO CERTIFICATE OF INCORPORATION
                OF CELERITY SYSTEMS, INC., A DELAWARE CORPORATION

The  Corporation  organized  and  existing  under and by virtue of the  Delaware
General Corporation Law (the "DGCL") does hereby certify:

FIRST: That at a meeting of the Directors of CELERITY SYSTEMS, INC., resolutions
were duly adopted  setting  forth  proposed  amendments  to the  Certificate  of
Incorporation of said corporation, declaring said amendments to be advisable and
calling a meeting of the  stockholders  of said  Corporation  for  consideration
thereof. The resolutions setting forth the proposed amendments are as follows:

RESOLVED,  that the Certificate of  Incorporation  of the  Corporation  shall be
amended by changing  Article FIRST  thereof such that,  as amended,  the Article
shall be and read as follows:

      The name of the Corporation is Homeland Security Capital Corporation.

RESOLVED,  that the first  sentence  of Article  FOURTH  shall be deleted in its
entirety and replaced with the following  provision,  so that, as amended,  said
first sentence of Article FOURTH shall read in its entirety as follows:

      The total  number of shares of  capital  stock  that the  Corporation  has
      authority to issue is (i) twenty billion (20,000,000,000) shares of Common
      Stock with a par value of $0.001 per share (the  "Common  Stock") and (ii)
      three million  (3,000,000)  shares of Preferred  Stock with a par value of
      $0.01 per share (the "Designated Preferred Stock").

SECOND:  That  thereafter,  pursuant to resolution of its Board of Directors,  a
special meeting of the  stockholders of the Corporation was duly called and held
upon notice in  accordance  with  Section  222 of the DGCL at which  meeting the
necessary  number of shares as  required  by statute  were voted in favor of the
amendments.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.

FOURTH:  That the capital of the  Corporation  shall not be reduced  under or by
reason of said amendments.

                            [SIGNATURE PAGE FOLLOWS]




      IN WITNESS  WHEREOF,  said  Corporation has caused this  certificate to be
signed this 5th day of January, 2006.

By: /s/ C. Thomas McMillen
    ---------------------------------------
    Authorized Officer

Title: President and Chief Executive Officer

Name: C. Thomas McMillen
      -------------------------------------
      Print or Type


                                       2