Form 8-K Amendment No. 2
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________
FORM
8-K/A
Amendment
No. 2
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported) October
31, 2005
GENERAL
KINETICS INCORPORATED
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number: 0-1738
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Virginia
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54-0594435
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(State
or Other Jurisdiction of
Incorporation)
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(I.R.S.
Employer Identification No.)
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110
Sunray Drive, Johnstown, PA 15905
(Address
of Principal Executive Offices)
(Zip
Code)
(814)
255-6891
(Registrant’s
telephone number, including area code)
10688-D
Crestwood Drive, Manassas, VA 20109
(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))
This
Form
8-K/A amends the Current Report on Form 8-K dated October 31, 2005, which was
filed with the Securities and Exchange Commission on November 4, 2005, as
amended by Amendment No. 1 filed with the Securities and Exchange Commission
on
December 15, 2005.
Item
4.01. Changes in Registrant’s Certifying Accountant
(a)
As
previously reported, on October 31, 2005, BDO Seidman, LLP (“BDO”) informed
General Kinetics Incorporated (the “Company”) that BDO has declined to stand for
reelection as the Company’s independent registered public accounting
firm.
Except
as
noted in the next sentence, the audit reports of BDO on the financial statements
of the Company for the fiscal years ended May 31, 2005 and 2004 did not contain
any adverse opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles. The reports
of
BDO on the Company’s financial statements for the fiscal years ended May 31,
2005 and 2004 included an explanatory paragraph that noted substantial doubt
about the Company’s ability to continue as a going concern.
During
the fiscal years ended May 31, 2005 and 2004 and through the subsequent interim
period ended October 31, 2005, the Company had no disagreement with BDO on
any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of BDO, would have caused it to make reference to the subject
matter thereof in connection with its reports. During the fiscal years ended
May
31, 2005 and 2004 and through the subsequent interim period ended October 31,
2005, other than as disclosed below, there have been no “reportable events”
pursuant to Item 304(a)(1)(v) of Regulation S-K. The term “reportable events”
means any of the items listed in Item 304(a)(1)(v)(A)-(D) of Regulation
S-K.
Material
Weakness Reported for the Year ended May 31, 2005
As
previously disclosed in the Company’s annual report on Form 10-K filed on
September 13, 2005, the Company, in conjunction with BDO, determined that
material weaknesses exist in the internal control structure of the Company,
due
in particular to the lack of appropriate resources dedicated to external
financial reporting.
The
Company has authorized BDO to respond fully to inquiries of the successor
accountant concerning the subject matter of the material weakness.
The
Company has provided a copy of the above disclosures to BDO and has requested
that it furnish a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements and, if not, stating the
respects in which it does not agree. A copy of such letter, dated January 3,
2006, is filed as Exhibit 16.1 to this Form 8-K.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| 16.1
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Letter
from BDO Seidman, LLP to the Securities and Exchange Commission,
dated
January 3, 2006
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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, thereunto
duly authorized.
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GENERAL
KINETICS
INCORPORATED |
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| Date: January
18, 2006 |
By: |
/s/ Franco
DeBlasio |
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Name:
Franco DeBlasio |
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Title: Chief
Financial Officer
(Principal
Accounting Officer and Principal Financial Officer)
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