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:  June 30, 2004

[ ] 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.




                                    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.)

      The Company has not had an opportunity to gather all of the information
required in the Form 10-QSB. In order to gather such information, the Company
respectfully requests an extension for up to five (5) calendar days to prepare
and finalize the Form 10-QSB for the quarter ended June 30, 2004.


                                     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.



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                             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:  August 13, 2004                 By:  /s/ Robert Legnosky
                                            --------------------------
                                            Robert Legnosky, President


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