UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                 January 5, 2006

                             CELERITY SYSTEMS, INC.
               (Exact Name of Registrant as Specified in Charter)


          Delaware                    814-00631                 52-2050585
          --------                    ---------                 ----------
(State or other jurisdiction         (Commission               (IRS Employer
      of incorporation)             File Number)            Identification No.)


   4100 North Fairfax Drive, Suite 1150, Arlington, Virginia          22203-1664
   ----------------------------------------------------------         ----------
            (Address of principal executive offices)                  (Zip code)

       Registrant's telephone number, including area code:    (703) 528-7073

                                 Not Applicable
          (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))

<PAGE>

ITEM 5.03 AMENDMENTS  TO ARTICLES OF  INCORPORATION  OR BYLAWS; CHANGE IN FISCAL
          YEAR.

      On December 20, 2005, Celerity Systems,  Inc., a Delaware corporation (the
"Company"),  held a Special Meeting of its stockholders (the "Special  Meeting")
for, among other purposes described in Item 8.01 below, the following  purposes:
(i) to vote on an amendment to the Company's  Certificate  of  Incorporation  to
change the name of the Company to "Homeland Security Capital  Corporation";  and
(ii) to vote on an amendment to the Company's  Certificate of  Incorporation  to
increase the number of authorized shares of common stock of the Company ("Common
Stock")  from  5,000,000,000  to  20,000,000,000.  At the Special  Meeting,  the
holders of a majority of the outstanding shares of Common Stock approved both of
the foregoing amendments.  As soon as practicable after the Special Meeting, the
Company will file an amendment to the  Company's  Certificate  of  Incorporation
with the Delaware Secretary of State to effectuate such amendments.

ITEM 8.01 OTHER EVENTS.

      In addition to voting on the two  proposed  amendments  described  in Item
5.03 above, the three other purposes of the Special Meeting were as follows: (i)
to elect four (4) directors to the Company's  Board of Directors  (the "Board"),
two of which to be elected  by the  holders  of a  majority  of the  outstanding
shares of Common Stock (the  "Common  Stock  Director-Nominees")  and two (2) of
which to be elected by the  holders of a majority of the  outstanding  shares of
Series   F   Preferred   Stock   of   the   Company   (the   "Preferred    Stock
Director-Nominees");  (ii) to vote on the adoption of the  "Celerity  2005 Stock
Option  Plan" (the  "2005  Plan") ; and (iii) to vote on the  withdrawal  of the
Company's election to be treated as a Business Development Company ("BDC") under
Section 54 of the Investment Company Act of 1940, as amended (the "ICA"). At the
Special Meeting,  the holders of a majority of the outstanding  shares of Common
Stock elected both Common Stock  Director-Nominees,  approved of the adoption of
the 2005 Plan,  and approved of the  withdrawal of the Company's  election to be
treated as a BDC under the ICA.  Also at the Special  Meeting,  the holders of a
majority  of  the  Series  F  Preferred   Stock  elected  both  Preferred  Stock
Director-Nominees.

      The Common Stock  Director-Nominees  were C. Thomas McMillen,  the current
Chief Executive  Officer and President of the Company,  and Carl J.  Rickertsen.
The Preferred Stock  Director-Nominees were Zev E. Kaplan and Philip A. McNeill.
On September 23, 2005, all of the Common Stock  Director-Nominees  and Preferred
Stock Director-Nominees  (collectively,  the  "Director-Nominees")  consented to
serve as directors if elected at the Special Meeting.

      Each of the Director-Nominees,  except Mr. McMillen,  were granted options
to purchase  72,000,000  shares of Common Stock,  of which 8,000,000 were issued
upon their election to the Board,  and the remainder will be issued in 8,000,000
increments each calendar  quarter  thereafter.  The exercise price for the stock
options  granted  upon  election  was the closing  price of the Common  Stock on
September 23, 2005. The closing price for the remaining  64,000,000  shares will
be the closing price of the Common Stock on the date of issuance.  These options
expire 10 years from their grant  date.  Mr.  McMillen  was  previously  granted
options to purchase  580,000,000 shares of Common Stock (the "McMillen Options")
in connection with his employment by the Company and appointment to the Board on
August 30, 2005,  which the Company  reported in its Current  Report on Form 8-K
filed with the United States  Securities  and Exchange  Commission on August 31,
2005. The McMillen Options vested (or will vest) as follows:  options to acquire
116,000,000  shares of Common Stock  vested on August 30,  2005,  and options to
acquire  116,000,000  additional  shares of Common Stock will vest at the end of
each of the first,  second,  third and fourth calendar  quarters  following said
date.

      Each Director of the Company, except Mr. McMillen, will receive $20,000 in
annual  compensation  for their  services on the Board,  of which $5,000 will be
paid each calendar quarter.  Each Director of the Company will be reimbursed for
reasonable expenses incurred in connection with their service on the Board.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (a)   Not applicable.
      (b)   Not applicable.
      (c)   Exhibits - None.

                                       2
<PAGE>



                                   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: January 5, 2006          CELERITY SYSTEMS, INC.


                               By:      /s/ C. Thomas McMillen
                                        ----------------------------------------
                               Name:    C. Thomas McMillen
                               Title:   President and Chief Executive Officer


                                       3
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                 January 5, 2006

                             CELERITY SYSTEMS, INC.
               (Exact Name of Registrant as Specified in Charter)

          Delaware                    814-00631                 52-2050585
          --------                    ---------                 ----------
(State or other jurisdiction         (Commission               (IRS Employer
      of incorporation)             File Number)            Identification No.)

   4100 North Fairfax Drive, Suite 1150, Arlington, Virginia          22203-1664
   ----------------------------------------------------------         ----------
            (Address of principal executive offices)                  (Zip code)

       Registrant's telephone number, including area code:    (703) 528-7073

                                 Not Applicable
          (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.

      On December 20, 2005, Celerity Systems,  Inc., a Delaware corporation (the
"Company"),  held a Special Meeting of its stockholders (the "Special  Meeting")
for, among other purposes described in Item 8.01 below, the following  purposes:
(i) to vote on an amendment to the Company's  Certificate  of  Incorporation  to
change the name of the Company to "Homeland Security Capital  Corporation";  and
(ii) to vote on an amendment to the Company's  Certificate of  Incorporation  to
increase the number of authorized shares of common stock of the Company ("Common
Stock")  from  5,000,000,000  to  20,000,000,000.  At the Special  Meeting,  the
holders of a majority of the outstanding shares of Common Stock approved both of
the foregoing amendments.  As soon as practicable after the Special Meeting, the
Company will file an amendment to the  Company's  Certificate  of  Incorporation
with the Delaware Secretary of State to effectuate such amendments.

ITEM 8.01 OTHER EVENTS.

      In addition to voting on the two  proposed  amendments  described  in Item
5.03 above, the three other purposes of the Special Meeting were as follows: (i)
to elect four (4) directors to the Company's  Board of Directors  (the "Board"),
two of which to be elected  by the  holders  of a  majority  of the  outstanding
shares of Common Stock (the  "Common  Stock  Director-Nominees")  and two (2) of
which to be elected by the  holders of a majority of the  outstanding  shares of
Series   F   Preferred   Stock   of   the   Company   (the   "Preferred    Stock
Director-Nominees");  (ii) to vote on the adoption of the  "Celerity  2005 Stock
Option  Plan" (the  "2005  Plan") ; and (iii) to vote on the  withdrawal  of the
Company's election to be treated as a Business Development Company ("BDC") under
Section 54 of the Investment Company Act of 1940, as amended (the "ICA"). At the
Special Meeting,  the holders of a majority of the outstanding  shares of Common
Stock elected both Common Stock  Director-Nominees,  approved of the adoption of
the 2005 Plan,  and approved of the  withdrawal of the Company's  election to be
treated as a BDC under the ICA.  Also at the Special  Meeting,  the holders of a
majority  of  the  Series  F  Preferred   Stock  elected  both  Preferred  Stock
Director-Nominees.

      The Common Stock  Director-Nominees  were C. Thomas McMillen,  the current
Chief Executive  Officer and President of the Company,  and Carl J.  Rickertsen.
The Preferred Stock  Director-Nominees were Zev E. Kaplan and Philip A. McNeill.
On September 23, 2005, all of the Common Stock  Director-Nominees  and Preferred
Stock Director-Nominees  (collectively,  the  "Director-Nominees")  consented to
serve as directors if elected at the Special Meeting.

      Each of the Director-Nominees,  except Mr. McMillen,  were granted options
to purchase  72,000,000  shares of Common Stock,  of which 8,000,000 were issued
upon their election to the Board,  and the remainder will be issued in 8,000,000
increments each calendar  quarter  thereafter.  The exercise price for the stock
options  granted  upon  election  was the closing  price of the Common  Stock on
September 23, 2005. The closing price for the remaining  64,000,000  shares will
be the closing price of the Common Stock on the date of issuance.  These options
expire 10 years from their grant  date.  Mr.  McMillen  was  previously  granted
options to purchase  580,000,000 shares of Common Stock (the "McMillen Options")
in connection with his employment by the Company and appointment to the Board on
August 30, 2005,  which the Company  reported in its Current  Report on Form 8-K
filed with the United States  Securities  and Exchange  Commission on August 31,
2005. The McMillen Options vested (or will vest) as follows:  options to acquire
116,000,000  shares of Common Stock  vested on August 30,  2005,  and options to
acquire  116,000,000  additional  shares of Common Stock will vest at the end of
each of the first,  second,  third and fourth calendar  quarters  following said
date.

      Each Director of the Company, except Mr. McMillen, will receive $20,000 in
annual  compensation  for their  services on the Board,  of which $5,000 will be
paid each calendar quarter.  Each Director of the Company will be reimbursed for
reasonable expenses incurred in connection with their service on the Board.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (a)   Not applicable.
      (b)   Not applicable.
      (c)   Exhibits - None.

                                       2
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: January 5, 2006          CELERITY SYSTEMS, INC.

                               By:      /s/ C. Thomas McMillen
                                        ----------------------------------------
                               Name:    C. Thomas McMillen
                               Title:   President and Chief Executive Officer

                                       3