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
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Date of Report: April 24, 2003
Celerity Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-23279 52-2050585
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
122 Perimeter Park Drive
Knoxville, Tennessee 37922
(Address of principal executive offices)
Registrant's telephone number, including area code: (865) 539-5300
Item 4. Changes in Registrant's Certifying Accountant.
On April 24, 2003, Celerity Systems, Inc., (the "Company") notified HJ &
Associates, ("HJ") that the Company has dismissed HJ as its auditor. On April
25, 2003, the Company engaged Marcum & Kliegman, LLP as independent auditors of
the Company for the fiscal year ending December 31, 2003. The action to engage
Marcum & Kliegman, LLP was taken upon the unanimous approval of the Audit
Committee of the Board of Directors of the Company.
During the last two fiscal years ended December 31, 2002 and December 31,
2001 and through April 24, 2003, (i) there were no disagreements between the
Company and HJ on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of HJ would have caused HJ to make reference to the matter in
its reports on the Company's financial statements, and (ii) HJ's reports did not
contain an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles. During the
last two most recent fiscal years ended December 31, 2002 and December 31, 2001
and through April 24, 2003, there were no reportable events as the term
described in Item 304(a)(1)(iv) of Regulation S-B. HJ 's opinion in its report
on the Company's financial statements for the year ended December 31, 2002 and
2010, expressed substantial doubt with respect to the Company's ability to
continue as a going concern.
During the two most recent fiscal years and through April 24, 2003, the
Company has not consulted with Marcum & Kliegman, LLP regarding either:
(a) the application of accounting principles to any specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a written report was
provided to the Company nor oral advice was provided that Marcum & Kliegman, LLP
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or
(b) any matter that was either subject of disagreement or event, as defined
in Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item
304 of Regulation S-B, or a reportable event, as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.
The Company has requested that HJ furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of such letter, dated April 28, 2003, is filed as Exhibit
99.1 to this Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CELERITY SYSTEMS, INC.
Date: May 5, 2003 By: /s/ Robert Legnosky
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Name: Robert Legnosky
Its: President
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Exhibit 99.1
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C
Gentlemen:
We have read Item 4 included in the Form 8_K dated April 28, 2003 of Celerity
Systems, Inc. (Commission file no. 0-23279) filed with the Securities and
Exchange Commission and are in agreement with the statement contained therein.
We are not in a position to agree or disagree with the disclosures regarding
Marcum & Kliegman, LLP.
HJ & Associates, LLC
Salt Lake City, Utah
April 28, 2003