Exhibit 3.2 CERTIFICATE OF
INCORPORATION
OF
HOMELAND SECURITY CAPITAL CORPORATION FIRST.The
name of the corporation (the “Corporation”) is Homeland Security
Capital Corporation. SECOND.The
address, including street, number, city and county of the Corporation’s
registered office in the State of Delaware is 615 South DuPont Highway, in the
City of Dover, County of Kent, Delaware 19901, and the name of the
Corporation’s registered agent at such address is CorpDirect Agents, Inc. THIRD.The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware (the “Delaware Code”). FOURTH.The
total number of shares of capital stock that the Corporation has authority to
issue is (i) two billion (2,000,000,000) shares of common stock with a par
value of $0.001 per share (“Common Stock”); and (ii) ten
million (10,000,000) shares of Preferred Stock with a par value of $0.01 per
share (the “Designation Preferred Stock”). Effective as of
July 23, 2007 (the “Effective Time”), each one hundred
(100) shares of Common Stock issued and outstanding at such time
(“Existing Common Stock”) shall be and hereby are automatically
reclassified and changed into one share of Common Stock (“New Common
Stock”), provided that no fractional shares of New Common Stock shall be
issued, and in lieu of a fractional share of New Common Stock to which any
holder is entitled, such holder shall receive a cash payment in an amount to be
determined by multiplying the fractional share by the fair market value of a
share of New Common Stock at the Effective Time (the “Reverse
Split”). From and after the Effective Time, the term “New Common
Stock” as used in this Article IV shall mean Common Stock as
provided in this Certificate of Incorporation. The par value of the New Common
Stock shall be $0.001 per share. The Designation Preferred Stock may be issued
in one or more series, from time to time, with each such series to have such
designations, powers, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions providing for
the issue of such series adopted by the Board of Directors, subject to the
limitations prescribed by law and in accordance with the provisions hereof, the
Board of Directors being hereby expressly vested with authority to adopt any
such resolution or resolutions. The authority of the Board of Directors with
respect to each such series shall include, but shall not be limited to, the
determination of fixing of the following: (a) The
distinctive designation and number of shares constituting such series, which
number may (except where otherwise provided by the Board of Directors in
creating such series) be increased or decreased (but not below the number of
shares then outstanding) from time to time by like action of the Board of
Directors;  1




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(b) The
dividend rate, if any, of such series or the method of determination thereof,
the conditions and times upon which such dividends shall or may be payable, the
relation which such dividends shall bear to the dividends payable on any other
class or classes of stock or series thereof, or any other series thereof, or
any other series of the same class, and whether dividends shall be cumulative
or noncumulative; (c) The
conditions upon which the shares of such series shall be subject to redemption
by the Corporation or the holder thereof and the times, prices and other terms
and provisions upon which the shares of the series may be redeemed; (d) Whether or
not the shares of the series shall be subject to the operation of a retirement
or sinking fund to be applied to the purchase or redemption of such shares and,
if such retirement or sinking fund be established, the annual amount thereof
and the terms and provisions relative to the operation thereof; (e) Whether or
not the shares of the series shall be convertible into or exchangeable for
shares of any other stock of the Corporation or any other securities and, if
provision is made for conversion or exchange, the times, prices, rates,
adjustments and other terms and conditions of such conversion or exchange; (f) Whether or
not the shares of the series shall have voting rights in addition to the voting
rights provided by law, including whether or not the shares shall have
cumulative voting rights, and, if so, subject to the limitations hereinafter
set forth, the terms of such voting rights; (g) The rights
of the shares of the series in the event of voluntary or involuntary
liquidation or dissolution, or upon the distribution of assets, of the
Corporation; and (h) Any other
powers, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of the shares
of such series, as the Board of Directors may deem advisable and as shall not
be inconsistent with the provisions of this Certificate of Incorporation. FIFTH.The
name and mailing address of the incorporator is Kenneth R. Koch, Esq.,
Squadron, Ellenoff, Plesent and Sheinfeld, LLP, 551 Fifth Avenue, New York, NY
10176. SIXTH.Elections of directors need not be by written ballot unless the by-laws of
the Corporation shall so provide. SEVENTH.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 statute, and all rights conferred upon stockholders herein are
granted subject to this reservation. EIGHTH.The
Board of Directors is expressly authorized to adopt, amend or repeal the
by-laws of the Corporation except as and to the extent provided in the by-laws.  -2-




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NINTH.A.  Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
“proceeding”), by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Corporation or any of its direct
or indirect subsidiaries or is or was serving at the request of the Corporation
as a director, officer, employee, or agent of any other corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to an employee benefit plan (hereinafter an “indemnitee”),
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee, or agent or in any other capacity while
serving as a director, officer, employee, or agent, shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the
Delaware Code, as the same exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability, and loss (including attorneys’
fees, judgments, fines, excise, or other taxes assessed with respect to an
employee benefit plan, penalties, and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith, and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
indemnitee’s heirs, executors, and administrators; provided, however,
that, except as provided in Paragraph C of this Article Ninth with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. B.  The
right to indemnification conferred in Paragraph A of this
Article Ninth shall include the right to be paid by the Corporation the
expenses incurred in defending any proceeding for which such right to
indemnification is applicable in advance of its final disposition (hereinafter
an “advancement of expenses”); provided, however, that, if the
Delaware Code so requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an
“undertaking”), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a
“final adjudication”) that such indemnitee is not entitled to be
indemnified for such expenses under this Article Ninth or otherwise. C.  The
rights to indemnification and to the advancement of expenses conferred in
Paragraphs A and B of this Article Ninth shall be contract rights. If a claim under
Paragraph A or B of this Article Ninth is not paid in full by the
Corporation within 60 days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in
a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. In (i) any
suit brought by the indemnitee to enforce a right to  -3-




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indemnification hereunder (but not
in a suit brought by an indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware Code, and (ii) any
suit by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Corporation shall be entitled to recover such
expenses upon a final adjudication that the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware Code. Neither
the failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware Code, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article Ninth or otherwise, shall be on the Corporation. D.  The
rights to indemnification and to the advancement of expenses conferred in this
Article Ninth shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, this certificate of
incorporation, by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. E.  The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee, or agent of the Corporation or another
corporation, partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability, or loss under
the Delaware Code. F.  The
Corporation’s obligation, if any, to indemnify any person who was or is
serving as a director, officer, employee, or agent of any direct or indirect
subsidiary of the Corporation or, at the request of the Corporation, of any
other corporation or of a partnership, joint venture, trust, or other
enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
or other enterprise. G.  Any
repeal or modification of the foregoing provisions of this Article Ninth
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification. TENTH.No
director of the Corporation shall be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision does not eliminate or limit the liability of the
director (i) for any breach of the director’s duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of Title 8 of the Delaware Code, or
(iv) for any transaction from which the director  -4-




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derived an improper personal
benefit. For purposes of the prior sentence, the term “damages”
shall, to the extent permitted by law, include, without limitation, any
judgment, fine, amount paid in settlement, penalty, punitive damages, excise,
or other tax, including, without limitation, any of the foregoing incurred or
assessed with respect to an employee benefit plan, or expense of any nature
(including, without limitation, counsel fees and disbursements). Each person
who serves as a director of the Corporation while this Article TENTH is in
effect shall be deemed to be doing so in reliance on the provisions of this
Article TENTH, and neither the amendment or repeal of this Article TENTH,
nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article TENTH, shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation for,
arising out of, based upon, or in connection with any acts or omissions of such
director occurring prior to such amendment, repeal, or adoption of an
inconsistent provision. The provisions of this Article TENTH are
cumulative and shall be in addition to and independent of any and all other
limitations on or eliminations of the liabilities of directors of the
Corporation, as such, whether such limitations or eliminations arise under or
are created by any law, rule, regulation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.  -5-