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
Date of report (Date of earliest event reported) October 31, 2005
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GENERAL KINETICS INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Commission File Number: 0-1738
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Virginia 54-0594435
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation) Identification No.)
110 Sunray Dr, Johnstown, PA 15905
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(Address of Principal Executive Offices)
(Zip Code)
(814) 255-6891
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(Registrant's telephone number, including area code)
10688-D Crestwood Drive, Manassas, VA 20109
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(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
(a) 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. The
Company's Audit Committee is in discussions with an independent registered
public accounting firm and anticipates selecting a new independent registered
public accounting firm within the next several weeks.
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 report 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 August 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 years
ended May 31, 2005 and 2004 and through the subsequent interim period ended
August 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
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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. The Company will file BDO's
letter as an exhibit to an amendment of this Form 8-K once the Company has
received such letter.
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.
Date: November 4, 2005
GENERAL KINETICS INCORPORATED
By: /s/ Franco DeBlasio
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Franco DeBlasio
Chief Financial Officer
(Principal Accounting Officer and
Principal Financial Officer)