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
April 22, 2005
CELERITY SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Deleware 814-00631 52-2050585
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
146 Maryville Pike Suite 201, Knoxville, Tennessee 37920.
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (865) 539-5300
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 4.01. Changes in Registrant's Certifying Accountant.
(i) Effective April 22, 2005, Celerity Systems, Inc. (the
"Registrant"), based upon the reccomendation of an approval by the Registrant
audit committee and the Board of Directors dismissed Marcum & Kliegman LLP
("Marcum and Kliegman") as its independent registered public accounting firm.
(ii) Marcum and Kliegman's reports on the Registrant's consolidated
financial statements for each of the fiscal years ended December 31, 2004 and
2003 did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified as to uncertainty, audit scope, or accounting principles. However,
Marcum and Kliegman's reports each contained an explanatory paragraph about the
Company's ability to continue as a going concern.
(iii) During the years ended December 31, 2004 and 2003, as well as
the subsequent interim period through April 22, 2005, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make reference in
connection with their reports of the Registrant's consolidated financial
statements for such years.
(iv) During the years ended December 31, 2004 and 2003, as well as
the subsequent interim period through April 22, 2005, Marcum and Kliegman did
not advise the Registrant of any of the matters identified in paragraph
(a)(1)(v) of Item 304 of Regulation S-K.
(v) The Registrant requested Marcum and Kliegman to furnish a letter
addressed to the Securities and Exchange Commission, stating whether it agrees
with the statements made by the Registrant and, if not, stating the respects in
which it does not agree.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
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Exhibit Description Location
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Exhibit 99.1 Letter dated April 27, 2005 Provided herewith
from Marcum & Kliegman LLP
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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.
Date: April 27, 2005 CELERITY SYSTEMS, INC.
By: /s/ Robert Legnosky
Name: Robert Legnosky
Title: President, Chief Executive
Officer and Chairman of the Board
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