CELERITY SOLUTIONS INC
SC 13D, 2000-06-28
PREPACKAGED SOFTWARE
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                             (Amendment No. _____)*

                            Celerity Solutions, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)



--------------------------------------------------------------------------------
                                 (CUSIP Number)



--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 March 22, 2000
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss.240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check the
following box. [_]


Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all exhibits.  See  ss.240.13d-7  for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).






Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.

<PAGE>

CUSIP No.
________________________________________________________________________________
1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Paul Carr

________________________________________________________________________________
2.   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)  [_]
     (b)  [x]

________________________________________________________________________________
3.   SEC Use Only



________________________________________________________________________________
4.   Source of Funds (See Instructions)

     00, PF

________________________________________________________________________________
5.   Check if Disclosure of Legal Proceedings Is Required
     Pursuant to Items 2(d) or 2(e)

     N/A

________________________________________________________________________________
6.   Citizenship or Place of Organization

     United States

________________________________________________________________________________
               7.   Sole Voting Power

  Number of         3,055,812

   Shares      _________________________________________________________________
               8.   Shared Voting Power
Beneficially
                    0
  Owned by
               _________________________________________________________________
    Each       9.   Sole Dispositive Power

  Reporting         3,055,812

   Person      _________________________________________________________________
               10.  Shared Dispositive Power
    With
                    0

________________________________________________________________________________
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     3,055,812

________________________________________________________________________________
12.  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions)

     N/A
________________________________________________________________________________
13.  Percent of Class Represented by Amount in Row (11)

     24.96%

________________________________________________________________________________
14.  Type of Reporting Person (See Instructions)

     Individual

________________________________________________________________________________



<PAGE>

CUSIP No.
________________________________________________________________________________
Item 1.  Security and Issuer.

     Security:  Common Stock of Celerity Solutions, Inc. (the "Company").

     Issuer:    The Company.

     Company's Principal Office: 270 Bridge Street,  Suite 301, Dedham, MA
     02026.
________________________________________________________________________________
Item 2. Identity and Background.

     (a)  Name of Person Filing This Statement:  Paul Carr

     (b)  Business Address:  270 Bridge Street, Suite 301, Dedham, MA  02026

     (c)  Principal Occupation:  Paul Carr is the Chief Executive Officer of
          Celerity Solutions, Inc.

     (d)  Criminal Convictions In Past Five Years: None.

     (e)  Party to a Civil Proceeding in Past Five Years:  No.

     (f)  Citizenship:  United States.

________________________________________________________________________________
Item 3.  Source and Amount of Funds or Other Consideration.

     Paul Carr  acquired  750,000  shares of common stock on July 13, 1999 for a
     reduction of $300,000 of indebtedness owed to Mr. Carr by the Company.  Mr.
     Carr acquired 800,000 shares of Common Stock on March 22, 2000 for $400,000
     of which  $114,788  was paid in cash from  personal  funds and $285,212 was
     paid by reduction of a like amount of indebtedness  owed to Mr. Carr by the
     Company. The remaining 600,000 shares of Common Stock acquired, reported on
     the Form 13D, were  beneficially  acquired by Mr. Carr by a grant of option
     to purchase  such  shares at an  exercise  price of $1.09 per shares by the
     Company's Board of Directors.

________________________________________________________________________________
Item 4.  Purpose of Transaction.

     Mr. Carr acquired the securities reported on this Form 13D for investment.

     (a)  Acquisition of Additional Securities: None.

     (b)  Extraordinary Corporate Transactions:  None.

     (c)  Sale Or Transfer Of A Material Amount Of Assets:  None.

     (d)  Change in the Board of Directors or Management:  None.

     (e)  Material Change in Present Capitalization of Dividend Policy:  None.

     (f)  Any Other Material Change In The Business Or Corporate Structure:
          None

     (g)  Change in Bylaws, Charter, Etc:  None.

     (h)  Delisting Of A Class of Securities:  None.

     (i)  Securities Eligible For Termination Of Registration:  None.

     (j)  Any Actions Similar To Those Enumerated Above:  None.

________________________________________________________________________________
Item 5.  Interest in Securities of the Issuer.

     (a)  Aggregate  Number of Shares  Beneficially  Owned:  Aggregate number of
          outstanding  shares  beneficially  owned by Mr. Carr is 3,055,812,  of
          which 850,000  represents shares of Common Stock which may be acquired
          upon the exercise of stock options.

          Percentage of Securities Beneficially Owned: 24.96%

     (b)  Mr. Carr has sole  voting  power and sole  dispositive  power over the
          3,055,812 shares reported or beneficially owned by Mr. Carr.

     (c)  None.

     (d)  None.

     (e)  Not applicable.

________________________________________________________________________________
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer.

     None.

________________________________________________________________________________
Item 7.  Material to be Filed as Exhibits.

     None.

________________________________________________________________________________

<PAGE>

                                   Signature


     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


                4/11/00
----------------------------------------
                 (Date)


             /s/  PAUL CARR
----------------------------------------
               (Signature)


              Paul Carr/CEO
----------------------------------------
               (Name/Title)

     The original  statement  shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative (other than an executive
officer  or  general   partner  of  the   filing   person),   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement:  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

Attention.  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (see 18 U.S.C. 1001)


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