SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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                                 FORM 10-K/A
                               Amendment No. 1

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

For fiscal year ended December 31, 2001        Commission File Number 333-19257

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

         Illinois                                          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: Motors & Gears, Inc.
        Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of Each Exchange
    Title of Each Class                                 On Which Registered
     -----------------                                  -------------------
         None                                                   N/A

         Securities registered pursuant to Section 12(g)of the Act:

                                    None

         Indicate by checkmark 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
                        ---                   ----

         The aggregate market value of voting stock held by non-affiliates of
the Registrant is not determinable as such shares were privately placed and
there is currently no public market for such shares.

         The number of shares outstanding of Registrant's Common Stock as of
March 29, 2002:  10,000.


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                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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 D. Drury
                                      --------------------------------------
Dated:  April 3, 2002                  Daniel D. Drury
                                       Chief Financial Officer

























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                               EXHIBIT INDEX


Exhibit                        Description
 Number

2.1      Contingent Earnout Agreement, dated as of November 7, 1996, by
         and among Kinetek, Inc., Kinetek Industries, Inc., The New
         Imperial Electric Company, The New Scott Motors Company, New Gear
         Research, Inc., The Imperial Electric Company, The Scott Motors
         Company and Gear Research, Inc. (incorporated by reference to
         Exhibit 2.2 to Kinetek, Inc.'s Form S-4 Registration Statement)
         (File No. 333-19257) (The "1996 S-4")

2.2      Share Purchase Agreement, dated March 2, 1997, by and among Motors
         and Gears Holdings, Inc. and the stockholders of FIR Group Holdings
         Italia, S.r.l. (incorporated by reference to exhibit 2.1 to Form 8-K
         of Kinetek, Inc., date March 31, 1998)

2.3      Purchase Agreement, dated November 17, 1997, by and among Motion
         Holdings, Inc. and the shareholders of Motion Control Engineering,
         Inc. (incorporated by reference to exhibit 2.2 to Form 8-K of
         Kinetek, Inc., dated March 31, 1998)

2.4      Agreement for purchase and sale of stock of Electrical Design and
         Control Company by and among ED&C Holdings, Inc. and the
         shareholders of Electrical Design and Control Company, (incorporated
         by reference to exhibit 2.3 to Form 8-K of Kinetek, Inc., dated
         March 31, 1998)

2.5      Share Purchase Agreement, dated April 9, 1998, for the direct and
         indirect sale of all the shares of Advanced DC (incorporated by
         reference to exhibit 99.1 to Form 8-K of Kinetek, Inc., dated
         January 28, 2000)

2.6      Amendment No. 1 to Agreement for Purchase and Sale of Stock, dated
         May 15, 1998, for the direct and indirect sale of all the shares of
         Advanced DC (incorporated by reference to exhibit 99.2 to Form 8-K
         of Kinetek, Inc., dated January 28, 2000)

3.1      Certificate of Amendment of Certificate of Incorporation of Motors
         And Gears, Inc. and Certificate of Incorporation of Motors And
         Gears, Inc. (incorporated by reference to Exhibit 3.1 to Kinetek
         Inc.'s Form 10-K Annual Report, dated March 28, 2001)

3.2      Bylaws of Kinetek, Inc. (incorporated by reference to Exhibit
         3.2 to the 1996 S-4)

4.1      Indenture,  dated  November 7, 1996,  between  Kinetek,  Inc. and
         Fleet National Bank (incorporated by reference to Exhibit 4.1 to the
         1996 S-4)

4.2      First Supplemental  Indenture,  dated December 17, 1997,  between
         Kinetek,  Inc. and State Street Bank and Trust Company,  as Trustee
         (incorporated by reference to Kinetek Inc.'s Form S-4 Registration
         Statement) (File No. 333-44057) (the "1998 S-4")

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<PAGE>

4.3      Indenture, dated December 17, 1997, between Kinetek, Inc. and
         State Street Bank and Trust Company, as Trustee (incorporated by
         reference to Exhibit 4.3 to the 1998 S-4)

10.1 **  Loan and Security Agreement, dated December 18, 2001 by and among
         Kinetek  Industries,  Inc., the lenders listed thereto and Fleet
         Capital Corporation, as Agent.  [Registrant agrees to furnish
         supplementally a copy of any omitted schedule to the Commission
         upon request]

10.2 *   Management  Consulting  Agreement,  dated  December 14, 2001, by and
         among Jordan  Industries,  Inc.,  the  Company and the other
         signatories thereto.

10.3 *   Properties Services Agreement, dated December 14, 2001, by and
         among JI Properties,  Inc., the Company and the other signatories
         thereto.

10.4 *   Transaction Advisory Agreement, dated December 14, 2000, by
         and among Jordan Industries, Inc., the Company and the other
         signatories thereto.

10.5 *   Agreement to Join in the Filing of  Consolidated  Tax Return,  dated
         December 14, 2001 by and among Jordan Industries, Inc., the Company
         and the other signatories thereto.

10.6     Transition  Agreement, dated July 25, 1997,  by and between  Motors
         and Gears  Holdings, Inc. and Jordan Industries, Inc. (incorporated
         by reference to Exhibit 10.8 to the 1998 S-4).

10.7     Indemnification Agreement,  dated  November 7, 1996, between
         Kinetek,  Inc. and Thomas H. Quinn (incorporated by reference to
         Exhibit 10.1(a) to the 1998 S-4)

10.8     Indemnification  Agreement,  dated  November 7, 1996,  between
         Kinetek,  Inc.  and  Jonathan  F.  Boucher (incorporated by
         reference to Exhibit 10.1(b) to the 1996 S-4)

10.9     Indemnification Agreement, dated November 7, 1996, between Kinetek,
         Inc. and David W. Zalaznick (incorporated by reference to Exhibit
         10.1(c) to the 1996 S-4)

10.10    Indemnification Agreement, dated November 7, 1996, between Kinetek,
         Inc. and John W. Jordan II (incorporated by reference to Exhibit
         10.1(d) to the 1996 S-4)

10.11    Indemnification Agreement, dated November 7, 1996, between
         Kinetek, Inc. and Ron A. Sansom (incorporated by reference to
         Exhibit 10.1(e) to the 1996 S-4)

10.12    Merkle-Korff Industries,  Inc.  Non-negotiable  Subordinated
         Note in the principal aggregate  amount of $5,000,000 payable to
         John D. Simms Revocable Trust Under Agreement (incorporated by
         reference to Exhibit 10.9 to the 1996 S-4)

10.13    Electrical Design and Control Company,  Inc.  Non-negotiable
         Subordinated Note in the principal aggregate amount of $1,333,333
         payable to Tina Levire  (incorporated by reference to Exhibit 10.13
         to the 1998 Form  S-4)

                                    4
<PAGE>

10.14    Electrical Design and Control Company, Inc. Non-negotiable
         Subordinated Note in the principal aggregate amount of $1,333,333
         payable to Marta Monson (incorporated by reference to Exhibit 10.14
         to the 1998 form S-4)

10.15    Electrical Design and Control Company, Inc. Non-negotiable
         Subordinated Note in the principal aggregate amount of $1,333,334
         payable to Eric Monson (incorporated by reference to Exhibit 10.15
         to the 1998 form S-4)

10.16    Industrial Building Leases, each dated as of September 22,
         1996, by and between Merkle-Korff Industries, Inc. and the signatory
         thereto (incorporated by reference to Exhibits 10.16 - 10.19 to the
         1996 S-4)

10.17    Employment and Non Competition Agreement, dated as of
         September 22, 1995, by and between Merkle-Korff Industries, Inc. and
         John D. Simms (incorporated by reference to Exhibit 10.20 to the
         1996 S-4)

10.18    Employment and Non Competition Agreement, dated as of
         September 22, 1995, by and between Merkle-Korff Industries, Inc. and
         John W. Brown (incorporated by reference to Exhibit 10.21 to the
         1996 S-4)

12.1*    Computations of the Ratios of Earnings to Fixed Charges

21.1*    Subsidiaries of Kinetek, Inc.


  * previously filed
 ** filed herewith


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