EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                          NET/TECH INTERNATIONAL, INC.


     In order to form a corporation  under and pursuant to the laws of the State
of Delaware, the undersigned does hereby set forth as follows:

          PARAGRAPH FIRST: The name of the corporation is

                                              NET/TECH INTERNATIONAL, INC.

          PARAGRAPH SECOND:  The address of the initial registered and principal
office of this corporation in this state is c/o TAQ, Incorporated, 15 East North
Street, in the City of Dover,  County of Kent, State of Delaware,  19901 and the
name of the registered agent at said address is TAQ, Incorporated.

          PARAGRAPH  THIRD:  The purpose of the  corporation is to engage in any
lawful  act or  activity  for  which  corporations  may be  organized  under the
corporation laws of the State of Delaware.

          PARAGRAPH  FOURTH:  The  corporation  shall be authorized to issue the
following shares:

          Class                 Number of Shares           Par Value
          -----                 ----------------           ---------
          COMMON                7,500,000                  $.01

          PARAGRAPH FIFTH: The initial Board of Directors,  to hold office until
the first annual meeting of the stockholders or until successors are elected and
qualify,  shall  consist of one (1);  the name and the  address of the  director
constituting the initial Board are as follows:

          Name                  Address
          ----                  -------
          Rodger Kolsky         1909 Evva Drive
                                Schenectady, New York 12303

          PARAGRAPH  SIXTH:  The name and  address  of the  incorporator  are as
follows:

<PAGE>

          NAME                  ADDRESS
          ----                  -------
          Patrice Brier         9 East 40th Street
                                New York, New York  10016

          PARAGRAPH  SEVENTH:  The  following  provisions  are  inserted for the
management  of  the  business  and  for  the  conduct  of  the  affairs  of  the
corporation, and for further definition, limitation and regulation of the powers
of the corporation and of its directors and stockholders:

               (1) The number of directors of the  corporation  shall be such as
          from time to time shall be fixed by, or in the manner  provided in the
          by-laws.  Election  of  directors  need not be by  ballot  unless  the
          by-laws so provide.

               (2) The Board of Directors shall have power without the assent or
          vote of the stockholders:

                    (a) To make,  alter,  amend,  change,  add to or repeal  the
               By-Laws  of the  corporation:  to fix and vary the  amount  to be
               reserved for any proper  purpose;  to  authorize  and cause to be
               executed mortgages and liens upon all or any part of the property
               of the  corporation;  to determine the use and disposition of any
               surplus or net profits;  and to fix the times for the declaration
               and payment of dividends.

                    (b) To  determine  from  time to time  whether,  and to what
               times and places,  and under what  conditions  the  accounts  and
               books of the corporation  (other than the stock ledger) or any of
               them, shall be open to the inspection of the stockholders.

               (3) The directors in their  discretion may submit any contract or
          act  for  approval  or  ratification  at  any  annual  meeting  of the
          stockholders  or at any  meeting  of the  stockholders  called for the
          purpose of considering  any such act or contract,  and any contract or
          act that shall be  approved  or be ratified by the vote of the holders
          of a majority of the stock of the corporation  which is represented in
          person  or by proxy  at such  meeting  and  entitled  to vote  thereat
          (provided that a lawful quorum of stockholders be there represented in
          person  or by  proxy)  shall  be as  valid  and as  binding  upon  the
          corporation and upon all the stockholders of the corporation,  whether
          or not the  contract or act would  otherwise  be open to legal  attack
          because of directors' interest, or for any other reason.

               (4) In addition to the powers and authorities  hereinbefore or by
          statute  expressly  conferred  upon  them,  the  directors  are hereby
          empowered  to exercise all such powers and do all such acts and things
          as may be exercised or done by the corporation; subject, nevertheless,
          to the  provisions of the statutes of Delaware,  of this  certificate,
          and

<PAGE>

          to any by-laws from time to time made by the  stockholders;  provided,
          however, that no by-laws so made shall invalidate any prior act of the
          directors  which  would  have been  valid if such  by-law had not been
          made.


          PARAGRAPH  EIGHTH:  No director shall be liable to the  corporation or
any of its  stockholders  for monetary damages for breach of fiduciary duty as a
director,  except with respect to (1) a breach of the director's duty of loyalty
to the corporation or its stockholders,  (2) acts or omissions not in good faith
or which  involve  intentional  misconduct  or a knowing  violation  of law, (3)
liability  under Section 174 of the Delaware  General  Corporation  Law or (4) a
transaction from which the director  derived an improper  personal  benefit,  it
being the intention of the foregoing provision to eliminate the liability of the
corporation's  directors to the  corporation or its  stockholders to the fullest
extent permitted by Section  102(b)(7) of the Delaware General  Corporation Law,
as amended from time to time.  The  corporation  shall  indemnify to the fullest
extent  permitted  by  Sections  102(b)(7)  and  145  of  the  Delaware  General
Corporation  Law, as amended from time to time,  each person that such  Sections
grant the corporation the power to indemnify.


          PARAGRAPH  NINTH:  Whenever a compromise  or  arrangement  is proposed
between this  corporation  and its creditors or any class of them and/or between
this  corporation  and its  stockholders  or any  class  of them,  any  court of
equitable jurisdiction within the State of Delaware,  may, on the application in
a summary way of this  corporation or of any creditor or stockholder  thereof or
on the application of any receiver or receivers  appointed for this  corporation
under the  provisions  of Section 291 of Title 8 of the Delaware  Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 Title 8 of the Delaware
Code  order a meeting  of the  creditors  or class of  creditors,  and/or of the
stockholders or class of stockholders of this  corporation,  as the case may be,
summoned  in such  manner as the said court  directs.  If a  majority  in number
representing  three-fourths  (3/4)  in  value  of  the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be binding on all

<PAGE>

the creditors or class of creditors,  and/or on all the stockholders or class of
stockholders,  of  this  corporation,  as the  case  may  be,  and  also on this
corporation.

          PARAGRAPH TENTH: The corporation  reserves the right to amend,  alter,
change or repeal any provision contained in this certificate of incorporation in
the  manner  now or  hereafter  prescribed  by law,  and all  rights  and powers
conferred  herein on  stockholders,  directors  and officers are subject to this
reserved power.

          IN WITNESS WHEREOF,  the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the  penalties of perjury
this ninth day of January, Nineteen Hundred & Ninety.


                                        /s/ PATRICE BRIER
                                        ------------------
                                        Patrice Brier, Incorporator

<PAGE>

                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

Net/Tech International,  Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors  of Net/Tech  International,
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 is as
follows:

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

     The corporation shall be authorized to issue the following shares:
     Class: Common       Number of Shares: 20,000,000
                         par value $.01 per share

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.

IN WITNESS WHEREOF, said Glenn E. Cohen has caused this certificate to be signed
by Glenn E. Cohen, an Authorized Officer, this 21st day of February, 1997.

                                        By: /s/ Glenn E. Cohen
                                            ------------------------------
                                        Title of Officer: President

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                          NET/TECH INTERNATIONAL, INC.

     The  undersigned  corporation,   in  order  to  amend  its  Certificate  of
Incorporation, hereby certifies as follows:

     FIRST: The name of the corporation is: NET/TECH INTERNATIONAL, INC.

     SECOND:  The corporation  hereby amends its Certificate of Incorporation as
follows:

     Paragraph  FOURTH of the  Certificate  of  Incorporation,  relating  to the
capital structure of the corporation, is hereby amended to read as follows:

          "FOURTH: THE TOTAL NUMBER OF SHARES OF STOCK WHICH THIS CORPORATION IS
          AUTHORIZED TO ISSUE IS:  20,500,000  SHARES,  PAR VALUE $.01, OF WHICH
          20,000,000  SHALL BE COMMON  SHARES  AND  500,000  SHALL BE  PREFERRED
          SHARES  WITH  THEIR  PREFERENCES,   DESIGNATIONS,  AND  RIGHTS  TO  BE
          DETERMINED  BY THE  BOARD  OF  DIRECTORS  AS  ISSUED  BY THE  BOARD OF
          DIRECTORS."

     THIRD: The amendment effected herein was authorized by the affirmative vote
of the holders of a majority of the outstanding  shares entitled to vote thereon
at a meeting of  shareholders  pursuant  to Section  222 and 242 of the  General
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF,  I hereunto sign my name and affirm that the statements
made herein are true under penalties of perjury, this 15th day of May, 1998.

                                        /s/ Glenn E. Cohen
                                        -------------------------------
                                        Glenn E. Cohen, Chairman of the Board

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                          NET/TECH INTERNATIONAL, INC.


     The  undersigned  corporation,   in  order  to  amend  its  Certificate  of
Incorporation, here certifies as follows:

     FIRST: The name of the corporation is NET/TECH INTERNATIONAL, INC.

     SECOND:  The corporation  hereby amends its Certificate of Incorporation as
follows:

     "FIRST: THE NAME OF THE CORPORATION IS: RETURN ON INVESTMENT CORPORATION."

     "FOURTH:  THE TOTAL  NUMBER OF SHARES OF STOCK  WHICH THIS  CORPORATION  IS
     AUTHORIZED TO ISSUE IS:  100,500,000  SHARES, PAR VALUE, PAR VALUE $.01, OF
     WHICH  100,000,000  SHALL BE COMMON  SHARES AND 500,000  SHALL BE PREFERRED
     SHARES WITH THEIR PREFERENCES, DESIGNATIONS, AND RIGHTS TO BE DETERMINED BY
     THE BOARD OF DIRECTORS AS ISSUED BY THE BOARD OF DIRECTORS."

     THIRD:  At 5:00  p.m.  E.S.T.,  on  August  10,  2000  the  filing  of this
Certificate of Amendment to the  Certificate of  Incorporation,  all outstanding
shares  of Common  Stock  held by each  holder  of record on such date  shall be
automatically  combined at the rate of one-for-twenty without any further action
on the part of the holders thereof or this  Corporation.  Any fractional  shares
shall be increased to the next higher whole number.

     FOURTH:  The amendment  effected  herein was authorized by the  affirmative
vote of the holders of a majority  of the  outstanding  shares  entitled to vote
thereon  at a meeting of  shareholders  pursuant  to Section  222 and 242 of the
General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF,  I hereunto sign my name and affirm that the statements
made herein are true under penalties of perjury, this 10th day of August, 2000.

                                        NET/TECH INTERNATIONAL, INC.

                                        By: /s/ Anna Capozzi
                                            --------------------------
                                            Anna Capozzi, Assistant Secretary