SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                     FORM 10-Q

-------------------------------------------------------------------------------
               QUARTERLY REPORT PURSUANT TO SECTION 12 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

   For quarter ended June 30, 2004           Commission File Number 333-19257


                                   KINETEK, INC.
                (Exact name of registrant as specified in charter)

                Delaware                                    36-4109641
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)


       ArborLake Centre, Suite 550                             60015
         1751 Lake Cook Road                                 (Zip Code)
         Deerfield, Illinois
(Address of Principal Executive Offices)

               Registrant's telephone number, including area code:
                                (847) 945-5591


     Former name, former address and former fiscal year, if changed since last
report:  Not applicable



     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve (12) months (or for such shorter  period that
the  registrant  was required to file such  reports) and (2) has been subject to
such filing requirements for the past ninety (90) days.


                Yes       x                No
                         ---                       --

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                Yes                       No        x
                         ---                       ---

     The number of shares outstanding of Registrants Common Stock as of
August 16, 2004: 10,000.


                                       1
<PAGE>

                                  KINETEK, INC.

                                     INDEX

Part I        FINANCIAL INFORMATION                                  PAGE NO.
------        ---------------------                                  --------

Item 1.       Financial Statements (Unaudited)                          3

Item 2.       Management's Discussion and Analysis of Financial         9
              Condition and Results of Operations

Item 3.       Quantitative and Qualitative Disclosures About           11
              Market Risk

Item 4.       Controls and Procedures                                  11

Part II       OTHER INFORMATION
-------       -----------------

Item 1.       Legal Proceedings                                        13

Item 2.       Changes in Securities and Use of Proceeds                13

Item 3.       Defaults Upon Senior Securities                          13

Item 4.       Submission of Matters to a Vote of Security              13
              Holders

Item 5.       Other Information                                        13

Item 6.       Exhibits and Reports on Form 8-k                         13

              Signatures                                               14
















                                        2
<PAGE>


Item 1.  FINANCIAL STATEMENTS (Unaudited)
         --------------------------------

                                                                     PAGE
                                                                      NO.
                                                                     ----


Condensed Consolidated Balance Sheets at June 30, 2004                 4
and December 31, 2003

Condensed Consolidated Statements of Operations for the                5
three and six months ended June 30, 2004 and 2003

Condensed Consolidated Statements of Cash Flows for the six month
ended June 30, 2004 and 2003                                           6

Notes to Condensed Consolidated Financial Statements                  7-8




















                                      3
<PAGE>

                                KINETEK, INC.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                   (ALL DOLLAR AMOUNTS IN THOUSANDS)

                                                 June 30, 2004    December 31,
                                                                     2003
                                                --------------   -----------
                                                 (Unaudited)

ASSETS
Current Assets:
  Cash and cash equivalents                        $ 17,406        $ 7,615
  Accounts receivable, net                           64,295         59,286
  Inventories                                        54,990         51,141
  Prepaid expenses and other current assets           2,832          4,604
  Taxes receivable                                    4,287          5,637
                                                   --------       --------
       Total Current Assets                         143,810        128,283


Property, plant, and equipment, net                  29,642         30,811
Goodwill, net                                       180,587        180,361
Deferred financing costs, net                         5,969          7,293
Due from affiliated company                           8,434          7,716
Investment in affiliate                              12,344         12,344
Other non-current assets, net                           859            839
                                                   --------       --------
       Total Assets                                $381,645       $367,647

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
  Accounts payable                                  $30,595       $ 26,705
  Accrued interest payable                            4,650          4,104
  Accrued expenses and other current liabilities     12,938         13,289
  Current portion of long term debt                   6,396         10,783
                                                   --------       --------
       Total Current Liabilities                     54,579         54,881

Long-term debt                                      313,090        296,843
Deferred income taxes                                23,269         20,550
Other non-current liabilities                         5,327          5,744

Shareholders' Deficit:
  Common Stock                                           10             10
  Additional paid-in-capital                         49,996         49,996
  Accumulated deficit                               (67,072)       (61,343)
  Accumulated other comprehensive loss                2,446            966
                                                   --------       --------
      Total Shareholders' Deficit                  $(14,620)      $(10,371)
                                                   --------       --------
      Total Liabilities and Shareholders' Deficit  $381,645       $367,647
                                                   ========       ========





     See accompanying notes to condensed consolidated financial statements.

                                      4
<PAGE>

                                 KINETEK, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)


                                        Three Months Ended   Six Months Ended
                                             June 30,             June 30,
                                         -----------------  ------------------
                                           2004      2003     2004      2003
                                           ----      ----     ----      ----

Net Sales                                $81,891   $71,940  $157,608  $143,192
Cost of sales, excluding
   depreciation                           54,967    47,065   106,329    93,464
Selling, general and
   administrative expenses                14,704    13,770    29,948    27,223
Depreciation                               1,492     1,796     3,102     3,598
Amortization                                  41        31        77        86
Management fees and other                    823       711     1,581     1,446

        Operating Income                   9,864     8,567    16,571    17,375

Other (income)/ expense:
   Interest expense                        9,630     8,632    18,449    17,435
   Interest income                           (43)      (21)      (73)      (69)
   Miscellaneous, net                       (854)   (5,536)     (513)   (5,220)

Income (loss) before income taxes          1,131     5,492    (1,292)    5,229

Income tax provision                       2,656     4,709     4,437     6,602

Net Income (loss)                       $ (1,525   $   783  $ (5,729)  $(1,373)









     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

                                 KINETEK, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)


                                                             Six Months Ended
                                                                 June 30,
                                                        -----------------------
                                                            2004        2003
                                                            ----        ----

Cash flows from operating activities:
  Net loss                                              $ (5,729)    $ (1,373)
Adjustments to reconcile net loss to net
  cash (used in) operating activities:
   Depreciation and amortization                           4,714        5,160
   Deferred income taxes                                   2,718        2,564
   Gain on extinguishment of debt, see note 7                -         (4,543)

Changes in operating assets and liabilities net of
effects of acquisitions:

   Current assets                                         (5,736)      (8,979)
   Current liabilities                                     4,085        2,430
   Non-current assets & liabilities                         (535)         239
   Due from (payable to) affiliated company                 (718)       1,060
                                                         -------      -------
   Net cash (used in) operating activities                (1,201)      (3,442)

Cash flows from investing activities:
   Capital expenditures, net                               1,639        1,892
                                                         -------      -------
   Net cash used in investing activities                  (1,639)      (1,892)

Cash flows from financing activities:
   Net borrowings under revolving credit facility and
     other long-term debt                                 11,579        2,631
                                                         -------      -------
   Net cash provided by financing activities              11,579        2,631

Effect of exchange rate changes on cash                    1,052        4,663
                                                         -------      -------

Net increase in cash and cash equivalents                  9,791        1,960

Cash and cash equivalents at beginning of period           7,615       14,654
                                                        --------     --------
Cash and cash equivalents at end of period              $ 17,406     $ 16,614
                                                        ========     ========








     See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>

                                 KINETEK, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)


1.      Organization

The unaudited condensed  consolidated  financial  statements,  which reflect all
adjustments that management  believes necessary to present fairly the results of
interim operations and which are of a normal recurring nature, should be read in
conjunction with the Company's  consolidated  financial  statements for the year
ended December 31, 2003,  included in the Company's  annual report on Form 10-K.
The Company  conducts  its  operations  exclusively  through  its  subsidiaries.
Results of operations for the interim periods are not necessarily  indicative of
annual results of operations.

2.      Summary of Significant Accounting Policies

The condensed consolidated financial statements include the accounts of Kinetek,
Inc. and its subsidiaries.  Material intercompany  transactions and balances are
eliminated  in  consolidation.  Operations of certain  subsidiaries  outside the
United States are included for periods  ending two months prior to the Company's
year-end  and interim  periods to ensure  timely  preparation  of the  condensed
consolidated financial statements.

The Company has recorded an income tax  provision  primarily  due to its foreign
and state tax expense. The Company's domestic losses have not been benefited for
federal tax purposes.

3.      Inventories

Inventories are summarized as follows:

                                        June 30,          December 31,
                                          2004                2003
                                      -----------         ------------

   Raw materials                         $30,010             $27,847
   Work in process                        16,640              15,542
   Finished goods                          8,340               7,752
                                         -------             -------
                                         $54,990             $51,141
                                         =======             =======


4.      Comprehensive Income

Total  comprehensive  income  (loss) for the three and six months ended June 30,
2004 and 2003 is as follows:

                                   Three Months Ended     Six Months Ended
                                         June 30,             June 30,
                                   ------------------     ----------------
                                     2004      2003         2004     2003
                                     ----      ----         ----     ----

Net income (loss)                $ (1,525)   $  783      $(5,729)  $(1,373)
Foreign currency
   translation adjustments         (1,328)      681        1,480     5,997
                                 --------    ------      -------   -------
Comprehensive income (loss)      $ (2,853)   $1,464      $(4,249)  $ 4,624
                                 ========    ======      =======   =======
















                                       7
<PAGE>

5.      Additional Purchase Price Agreement

Kinetek has a contingent purchase price agreement relating to its acquisition of
Motion  Control  Engineering  on December 18, 1997.  The terms of this agreement
provide for additional consideration to be paid to the sellers. The agreement is
exercisable at the sellers' option during a five year period that began in 2003.
When  exercised,  the additional  consideration  will be based on Motion Control
Engineering's  operating results over the two preceding fiscal years. Payments,
if any, under the contingent agreement will be placed in a trust and paid out in
cash over a three or four-year  period,  in annual  installments  according to a
schedule, which is included in the agreement.  Additional consideration, if any,
will be recorded as an addition to goodwill.

6.      Business Segment Information

See  Part  1  "Financial  Information"  - Item 2  "Management's  Discussion  and
Analysis of Financial  Condition  and Results of  Operations"  for the Company's
business  segment  disclosures.  There have been no changes  from the  Company's
December 31, 2003 consolidated financial statements with respect to segmentation
or the measurement of segment profit.




























                                       8
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        ---------------------------------------------------------------
        RESULTS OF OPERATIONS
        ---------------------

Overview

The following discussion and analysis of the Company's results of operations and
of its liquidity and capital  resources  should be read in conjunction  with the
financial  statements and the related notes thereto appearing  elsewhere in this
Form 10-Q.

Forward-Looking Statements

This report on Form 10-Q contains forward-looking  statements within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The statement  regarding the Company in this document that
are not historical in nature,  particularly those that utilize  terminology such
as "may," "will," "should," "likely," "expects," "anticipates," "estimates,"
"believes" or "plans," or comparable terminology, are forward-looking statements
based on current expectations about future events, which the Company has derived
from information currently available.  These forward-looking  statements involve
known and  unknown  risks and  uncertainties  that may cause our  results  to be
materially  different from results implied in such  forward-looking  statements.
Those risks include,  among others,  risks associated with the industry in which
the  Company  operates,   the  dependence  on  senior  management,   maintaining
sufficient working capital financing,  competitive  pressures,  general economic
conditions  and a softening of consumer  acceptance  of the  Company's  products
leading to a decrease in anticipated revenue and gross profit margins.

Summary  financial  information  included  in the  financial  statements  of the
Company is as follows:

                                  Three Months Ended      Six Months Ended
                                       June 30,               June 30,
                                  ------------------      ----------------
                                    2004      2003         2004       2003
                                    ----      ----         ----       ----
                                          (Dollar amounts in thousands)
Net sales
  Motors                          $58,703   $51,108     $112,751   $102,438
  Controls                         23,188    20,832       44,857     40,754
                                   ------    ------      -------    -------
                                   81,891    71,940      157,608    143,192
Operating income
  Motors                           10,556     9,806       19,017     19,043
  Controls                          2,813     2,324        4,801      5,046
                                   ------    ------      -------    -------
                                   13,369    12,130       23,818     24,089

Management fees and unallocated
   corporate overhead               3,505     3,563        7,247      6,714
                                   ------    ------      -------     ------
Total operating income              9,864     8,567       16,571     17,375

Interest expense                    9,630     8,632       18,449     17,435
Interest income                       (43)      (21)         (73)       (69)
Miscellaneous, net                   (854)   (5,536)        (513)    (5,220)
                                  -------   -------      -------    -------

Income (loss) before income
taxes                             $ 1,131   $ 5,492      $(1,292)   $ 5,229
                                  =======   =======      =======    =======


                                       9
<PAGE>

Consolidated Results of Operations

Net sales for the second quarter of 2004 were 13.8% ($10.0  million) above those
of the same period for 2003 at $81.9 million. Net sales for the first six months
of 2004  increased  10.1% ($14.4  million)  from 2003,  to $157.6  million.  The
increases  in  sales  resulted  from  improvement  in  substantially  all of the
Company's  principal domestic markets,  net gains in market share, and favorable
impact of foreign  currency  translation on the Company's  European  sales.  The
motors  segment  delivered a 14.9% increase in second quarter sales versus 2003,
with  year to date  sales  10.1%  above the same  period  in 2003.  Net sales of
subfractional  motors  increased  4.6% ($0.9  million)  for the second  quarter,
driven by slightly higher demand for refrigeration  appliance motors and "other"
products such as those used in medical,  restaurant, and automotive end markets.
Net sales of  subfractional  products were 1.2% ($0.5  million)  below the prior
year to date, as a result of the loss of value-added  sub-assembly products sold
to major appliance customers and the inclusion of significant  one-time sales to
a general vending  customer,  both of which occurred during the first quarter of
2003, offset in part by the aforementioned second quarter strength. Net sales of
fractional/integral motors increased 21.4% ($6.7 million) for the second quarter
and increased 17.3% ($10.8 million) for the year to date, compared with the same
periods in 2003.  The increases in sales were led by sharp growth in U.S.  sales
of DC products used in material  handling and golf car  applications  and strong
demand  for AC and DC  products  used in the floor  care end  market in the U.S.
European sales through the Company's FIR subsidiary  were modestly lower for the
second  quarter (down 3.5%) and year to date (down 6.5%) periods of 2004, due to
general weakness in the subsidiary's  principal markets in Europe and the Middle
East.  Favorable Euro currency translation on sales by FIR resulted in increases
in sales of $1.5  million and $3.1  million  for the second  quarter and year to
date periods,  respectively.  Net sales in the controls segment rose 11.3% ($2.4
million) in the second  quarter and 10.1%  ($4.1  million)  for the year to date
compared with 2003 performance.  The Company's  elevator controls and automotive
assembly line controls  product lines both  contributed to the increase in sales
during both periods.

Total  operating  income for the second  quarter  of 2004 was $9.9  million,  an
increase of $1.3 million,  or 15.1% from the second quarter of 2003.  Total year
to date operating income was $16.6 million,  down $0.8 million, or 4.6% from the
same period of 2003.  Operating income for the motors segment increased 7.6% for
the quarter ended on June 30, 2004 to $10.6 million, and was even with the prior
year to date at $19.0  million.  The  operating  income of the controls  segment
increased  21.0% to $2.8 million for the  quarter,  and  decreased  4.9% to $4.8
million for the six-month period then ended.

Total company gross margin was $26.9 million in the second quarter,  an increase
of 8.2% from 2003.  For the six-month  period,  gross margin  increased  3.1% to
$51.3  million.  Gross margin as a percentage of sales fell from 34.6% in 2003's
second  quarter to 32.9% in 2004.  For the year to date,  gross margin fell from
34.7% of sales in 2003 to 32.5% in  2004.  The  declines  in gross  margin  were
caused by a number of factors,  the most significant of which are: 1) Throughout
the first half of 2004,  the Company has  experienced  significant  inflation on
metal (copper,  steel, aluminum,  etc.) components used in the assembly of motor
and control  products.  Pricing  pressures on motors have  prevented  these cost
increases  from being  fully  passed  along to  customers  in the form of higher
prices,  which has compressed  profitability of sales. 2) Several sizable pieces
of market share gained in the material  handling and floor care segments,  and a
new elevator  control product shipped in limited  quantities  during the period,

                                       10
<PAGE>

carry lower  margins than the Company's  historical  product mix. It is expected
that margins on these products will expand over time as the Company moves up the
learning curve,  gains volume leverage,  and implements planned cost reductions.
3) Two  facility  moves  completed  in the  first  quarter  of 2004  within  the
subfractional  and  fractional/integral  products  groups led to increased costs
related  directly to the moves and to  temporarily  lower  efficiencies  for the
period.

Selling,  general, and administrative  expenses ("SG&A") increased $1.0 million,
or 6.8%, to $14.7 million for the second  quarter of 2004. For the first half of
2004,  SG&A  increased  10.0%  ($2.7  million)  to  $29.9  million.  Most of the
increases is due to increases in  commission  expenses  related to higher sales,
the  cumulative  impact of  employment  increases  since 2003 at Motion  Control
Engineering in preparation for production  release of its "I" family of elevator
control products during 2004,  expenses related to the  aforementioned  facility
moves, and increases in professional service fees.

Liquidity and Capital Resources

In  general,  the  Company  requires  liquidity  for  working  capital,  capital
expenditures,  interest,  taxes, debt repayment and its acquisition strategy. Of
primary  importance  are  the  Company's  working  capital  requirements,  which
increase  whenever  the  Company   experiences   strong  incremental  demand  or
geographical   expansion.   The  Company   expects  to  satisfy  its   liquidity
requirements  through a combination of funds generated from operating activities
and the funds available under its revolving credit facility.

Operating  activities. Net cash used by operating activities for the six months
---------------------
ended June 30, 2004 was $1.2 million, compared to $3.4 million used by operating
activities  for the six months ended June 30, 2003.  The  favorable  performance
year over year in cash is attributable to improved working capital management in
2004 compared to the previous year,  offset partly by the lower operating income
discussed under "Consolidated Results of Operations".

Investing  activities. In the first half of 2004, the Company used $1.6 million
---------------------
for capital  expenditures,  compared to $1.9  million used in the same period of
2003.

Financing activities. The Company is party to a Credit Agreement under which the
--------------------
Company is able to borrow up to approximately $35.0 million to fund acquisitions
and provide working capital, and for other general corporate purposes.
Borrowings are secured by the stock and substantially all of the assets of the
Company. As of June 30, 2004, the Company had approximately $11.1 million of
available funds under this Credit Agreement.

The Company  is, and expects to be, in  compliance  with the  provisions  of its
Indentures.


Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            ----------------------------------------------------------

The Company's debt obligations are primarily  fixed-rate in nature and, as such,
are not sensitive to changes in interest rates. At June 30, 2004 the Company had
variable rate debt outstanding of $12.1 million. A one-percentage point increase
in  interest  rates  would not have a  material  effect on the  amount of annual
interest paid. The Company does not believe that its market risk from


                                      11
<PAGE>

financial  instruments  on June 30, 2004 would have a material  effect on future
operations or cash flow.

The Company is exposed to market risk from changes in foreign currency  exchange
rates,  including fluctuations in the functional currency of foreign operations.
The  functional  currency  of  operations  outside  the  United  States  is  the
respective local currency.  Foreign currency translation effects are included in
accumulated other comprehensive income in shareholder's equity.





Item 4.    CONTROLS AND PROCEDURES
           -----------------------

Pursuant  to  Section  302 of the  Sarbanes-Oxley  Act and  Rule  13a-15  of the
Securities  Exchange Act of 1934 ("Exchange Act")  promulgated  thereunder,  our
chief  executive   officer  and  chief  financial  officer  have  evaluated  the
effectiveness  of our  disclosure  controls and  procedures as of the end of the
period  covered by this report (the "Evaluation Date") with the Securities and
Exchange Commission.  Based on such evaluation,  our chief executive officer and
chief  financial  officer  have  concluded  that  our  disclosure  controls  and
procedures were effective as of the Evaluation  Date to ensure that  information
required to be  disclosed  in reports  that we file or submit under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified  in SEC rules and forms.  There  have been no changes in our  internal
controls over financial  reporting during the period covered by this report that
were  identified in connection  with the evaluation  referred to above that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.











                                       12
<PAGE>

PART II.  OTHER INFORMATION


 Item 1.          LEGAL PROCEEDINGS
                  -----------------

                  None


 Item 2.          CHANGES IN SECURITIES AND USE OF PROCEEDS
                  -----------------------------------------

                  None


 Item 3.          DEFAULTS UPON SENIOR SECURITIES
                  -------------------------------

                  None


 Item 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  ---------------------------------------------------

                  None


 Item 5.          OTHER INFORMATION
                  -----------------

                  None


 Item 6.          EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------

            (a)   A list of exhibits filed with this report is contained on the
                  Exhibit Index  immediately  preceding such exhibits and is
                  incorporated herein by reference.

            (b)   None.



                                       13
<PAGE>

                                   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.


                                           KINETEK, INC.



                                      By: /s/ Daniel Drury
                                          -------------------------------------
                                          Daniel Drury
                                          Chief Financial Officer



         August 16, 2004


                                       14
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number                                 Description
 31.1      Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)
           or Rule 15d-14(a)
 31.2      Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)
           or Rule 15d-14(a)






































                                       15