SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25



                           NOTIFICATION OF LATE FILING

      (Check One): [ ] Form 10-K  [ ] Form 11-K  [ ] Form 20F  [X] Form 10-Q

[ ] Form N-SAR

      For Period Ended:  September 30, 2002
                         ------------------

[ ] Transition Report on Form 10-K     [ ]  Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F     [ ]  Transition   Report on Form N-SAR
[ ] Transition Report on Form 11-K

      For the Transition Period Ended:_________________________________________


     READ ATTACHED  INSTRUCTION  SHEET BEFORE  PREPARING  FORM.  PLEASE PRINT OR
TYPE.

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:_________________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant: CELERITY SYSTEMS, INC.
                         ----------------------

Former name if applicable: N/A
                           ---

     Address of principal executive office (Street and number): 122 Perimeter
Park Drive
City, state and zip code:  Knoxville, Tennessee 37922.


                                     PART II
                             RULE 12B-25 (B) AND (C)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

[X]   (a) The reasons described in reasonable detail in Part III of this
      form  could  not be  eliminated  without  unreasonable  effort  or
      expense;

[X]   (b) The subject  annual  report,  semi-annual  report,  transition
      report on Form 10-K,  20-F, 11-K or Form N-SAR, or portion thereof
      will be filed on or before the 15th  calendar  day  following  the
      prescribed due date; or the subject quarterly report or transition
      report on Form 10-Q, or portion thereof will be filed on or before
      the fifth calendar day following the prescribed due date; and

[ ]   (c) The  accountant's  statement or other exhibit required by Rule
      12b-25(c) has been attached if applicable.


                                                                     FORM 12b-25


                                    PART III
                                    NARRATIVE

      State below in reasonable  detail the reasons why Form 10-K,  11-K,  10-Q,
N-SAR or the  transition  report  portion  thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

      Registrant  requires  additional time to comply with certain provisions of
the Sarbanes-Oxley Act that recently became effective, including the disclosures
regarding internal controls.  Consequently,  the Registrant  requires additional
time to evaluate its internal controls,  and cannot, without unreasonable effort
and expense, file its Form 10-QSB on or before November 14, 2002. The Registrant
intends to file the report within five days.

                                     PART IV
                                OTHER INFORMATION

      1.  Name and  telephone  number of  person  to  contact  in regard to this
notification:

           Robert Legnosky         (865)                539-5300
           -----------------------------------------------------------
           (Name)               (Area code)         (Telephone number)

      2. Have all other periodic  reports  required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment  Registrant
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                          [X]  Yes  [ ] No

      3. Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                          [ ]  Yes  [X] No

      If so: attach an explanation of the anticipated  change,  both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                                     - 2 -


                             CELERITY SYSTEMS, INC.
                             ----------------------
                  (Name of registrant as specified in charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.




Date: November 14, 2002          By:   /s/ ROBERT LEGNOSKY
                                     ---------------------------
                                      Robert Legnosky, President