UNIDYNE CORP
8-K/A, 1999-05-03
NON-OPERATING ESTABLISHMENTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                   May 3, 1999
                        (Date of earliest event reported)

                               UNIDYNE CORPORATION
                      (Exact name of small business issuer
                          as specified in its charter)



DELAWARE                             0-10372                 23-2154902
(State or other jurisdiction         (Commission File No.)   (IRS Employer 
of incorporation or organization)                            Identification No.)


            118 PICKERING WAY, SUITE 104, EXTON, PENNSYLVANIA 19341
                    (Address of principal executive offices)

                                 (610) 363-8237
                           (Issuer's telephone number)


<PAGE>


ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     Arthur  Andersen  LLP took issue with the quality of some of the  Company's
internal  controls  over  payroll and  inter-company  transfer of funds.  Arthur
Andersen  resigned on March 26,  1999,  reporting  to  management  that  certain
internal  controls  were deemed not adequate to permit  reliance for purposes of
completing an audit.

     For the years ended  December 31, 1996 and December 31, 1997, the Company's
Accountant's  Report and accompanying  financial  statements did not contain any
adverse  opinion or disclaimer  of opinion.  Arthur  Andersen's  opinion for the
December 31, 1997,  financial  statement was modified for an  uncertainty  as to
going concern.  There have been no  disagreements  regarding  accounting  issues
between Arthur  Andersen and the Company in the past two years or in any interim
period through the date of resignation. The Board of Directors has not discussed
the issues that Arthur  Andersen has raised  regarding  internal  controls  with
Arthur Andersen.

     The Company differs in its view of the concerns raised  regarding  internal
controls and funds transfers at the Company. Further, the Company has instituted
measures to correct the perceived failures. The company has hired Strouss, Hui &
Ellis, P.C. of Jenkintown,  Pennsylvania, as of April 14, 1999 and will file its
Form 10-KSB Annual  Report for calendar  year 1998 as promptly as possible.  The
Company has authorized  Arthur Andersen to respond fully to the inquiries of the
successor accountant regarding this matter.

     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.

                                                  UNIDYNE Corporation



May 3, 1999                                       /s/ C. Eugene Hutcheson
                                                  ------------------------------
                                                  C. Eugene Hutcheson, Chairman
                                                  and Chief Executive Officer




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