UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 1, 2006
HOMELAND SECURITY CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 814-00631 52-2050585
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4100 NORTH FAIRFAX DRIVE, SUITE 1150, ARLINGTON, VIRGINIA 22203-1664
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (703) 528-7073
CELERITY SYSTEMS, INC.
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(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
The Company filed an amendment to its Certification of Incorporation (the
"Amendment") to effect the corporate name change to "Homeland Security Capital
Corporation" on January 10, 2006. The Amendment is attached hereto as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein by this
reference.
ITEM 8.01. OTHER EVENTS
The Company began trading under the new ticker symbol "HMSC" on the
Over-the-Counter Electronic Bulletin Board on February 1, 2006. A copy of the
press release announcing the ticker symbol change is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
EXHIBIT DESCRIPTION LOCATION
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Exhibit 3.1 Certificate of Amendment to Certificate of Incorporation Provided herewith
Exhibit 99.1 Press Release, dated February 1, 2006, announcing the Provided herewith
ticker symbol change
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: February 6, 2006 HOMELAND SECURITY CAPITAL CORPORATION
By: /s/ C. THOMAS MCMILLEN
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Name: C. Thomas McMillen
Title: President and Chief Executive Officer
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