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

                                 October 7, 2005

                             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 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

      Securities Purchase Agreement

      On October 6, 2005, Celerity Systems,  Inc. (the "Company") entered into a
Securities Purchase Agreement with Cornell Capital Partners, LP. Pursuant to the
Securities Purchase  Agreement,  the Company issued to Cornell Capital Partners,
LP, a total of  $1,000,000 of Series F Convertible  Preferred  stock,  par value
$0.01 per share (the  "Series F Preferred  Stock").  The  transaction  closed on
October 6, 2005.

      Upon the  termination of the Company's  status as a "Business  Development
Company"  under the  Investment  Company Act of 1940,  as amended,  the Series F
Preferred  Stock will become  convertible  at the option of the holder  thereof,
into such number of fully paid and non-assessable  shares of the common stock of
the Company,  par value $0.001 per share,  as is  determined by dividing (a) the
sum of (i)  $1,000,000  (the original  purchase price for the Series F Preferred
Stock), plus (ii) all accrued but unpaid dividends thereon by (b) the conversion
price then in effect.  As set forth in the  Certificate  of  Designation  of the
Series F Preferred Stock, the conversion price is $0.001,  as adjusted from time
to time as provided in the Certificate of Designation.

      The Company will have the right to redeem upon three  calendar  days prior
written notice to Cornell Capital Partners,  LP, all or any part of the Series F
Preferred Stock at a redemption price equal to 125% of the amount redeemed.  The
redemption  price, in immediately  available  funds,  will accompany the written
notice.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES

      See Item 1.01

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (a)   Not applicable.

      (b)   Not applicable.

      (c)   Exhibit No. Description.

<TABLE>
<CAPTION>

EXHIBIT             DESCRIPTION                                                           LOCATION
-----------------  --------------------------------------------------------------------  ----------------------------------
<S>                <C>                                                                   <C>
Exhibit 99.1        Securities Purchase Agreement dated as of October 6, 2005, by and     Provided herewith
                    between the Company and Cornell Capital Partners, LP

Exhibit 99.2        Certificate of Designation of the Series F Convertible Preferred      Provided herewith
                    Stock

Exhibit 99.3        Escrow Agreement dated as of October 6, 2005, by and between the      Provided herewith
                    Company and Cornell Capital Partners, LP
</TABLE>

                                       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:    October 7, 2005          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

                                 October 7, 2005

                             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 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

      Securities Purchase Agreement

      On October 6, 2005, Celerity Systems,  Inc. (the "Company") entered into a
Securities Purchase Agreement with Cornell Capital Partners, LP. Pursuant to the
Securities Purchase  Agreement,  the Company issued to Cornell Capital Partners,
LP, a total of  $1,000,000 of Series F Convertible  Preferred  stock,  par value
$0.01 per share (the  "Series F Preferred  Stock").  The  transaction  closed on
October 6, 2005.

      Upon the  termination of the Company's  status as a "Business  Development
Company"  under the  Investment  Company Act of 1940,  as amended,  the Series F
Preferred  Stock will become  convertible  at the option of the holder  thereof,
into such number of fully paid and non-assessable  shares of the common stock of
the Company,  par value $0.001 per share,  as is  determined by dividing (a) the
sum of (i)  $1,000,000  (the original  purchase price for the Series F Preferred
Stock), plus (ii) all accrued but unpaid dividends thereon by (b) the conversion
price then in effect.  As set forth in the  Certificate  of  Designation  of the
Series F Preferred Stock, the conversion price is $0.001,  as adjusted from time
to time as provided in the Certificate of Designation.

      The Company will have the right to redeem upon three  calendar  days prior
written notice to Cornell Capital Partners,  LP, all or any part of the Series F
Preferred Stock at a redemption price equal to 125% of the amount redeemed.  The
redemption  price, in immediately  available  funds,  will accompany the written
notice.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES

      See Item 1.01

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (a)   Not applicable.

      (b)   Not applicable.

      (c)   Exhibit No. Description.
EXHIBIT             DESCRIPTION                                                           LOCATION
-----------------  --------------------------------------------------------------------  ----------------------------------
Exhibit 99.1        Securities Purchase Agreement dated as of October 6, 2005, by and     Provided herewith
                    between the Company and Cornell Capital Partners, LP

Exhibit 99.2        Certificate of Designation of the Series F Convertible Preferred      Provided herewith
                    Stock

Exhibit 99.3        Escrow Agreement dated as of October 6, 2005, by and between the      Provided herewith
                    Company and Cornell Capital Partners, LP
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:    October 7, 2005          CELERITY SYSTEMS, INC.

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

                                       3