Unknown;
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 31, 2004
[ ] Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to _____________
Commission File Number: 0-29493
Tekron, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 51-0395658
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(State of incorporation) (IRS Employer ID)
Number)
71 Sir James Court, Arva, Ontario N0M 1C0
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(Address of principal executive offices)
(519) - 661-0609
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 90 days.
YES [X]
NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:
December 31, 2004: 52,445,000 common shares
Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]
Tekron, Inc.
Form 10-QSB for the Quarter ended December 31, 2004
Table of Contents
Part I - Financial Information
Page
Item 1
Financial Statements
3
Item 2
Management's Discussion and Analysis of Plan of
Operation
14
Item 3
Controls and Procedures
14
Part II - Other Information
Item 1
Legal Proceedings
17
Item 2
Changes in Securities
17
Item 3
Defaults Upon Senior Securities
18
Item 4
Submission of Matters to a Vote of Security Holders
18
Item 5
Other Information
18
Item 6
Exhibits and Reports on Form 8-K
18
PART I
FINANCIAL INFORMATION
Item 1:
Financial Statements
TEKRON INC. | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | |
BALANCE SHEET | | | | | |
| | | | | |
| | | | DECEMBER | MARCH |
| | | | 31, | 31, |
| | | | 2004 | 2004 |
| | | | (UNAUDITED) | (AUDITED) |
ASSETS | | | | | |
| | | | | |
CURRENT | | | | | |
Cash | | | | $ - | $ - |
| | | | | |
Total Current Assets | | | | - | - |
| | | | | |
INVESTMENTS | | | | 3,000,000 | 3,000,000 |
| | | | | |
FIXED - AT COST | | | | | |
Office furniture and equipment | | | | 2,093 | 2,770 |
Less: Accumulated depreciation | | | | (314) | - |
| | | | | |
Net Fixed Assets | | | | 1,779 | 2,770 |
| | | | | |
TOTAL ASSETS | | | | $ 3,001,779 | $ 3,002,770 |
| | | | | |
The accompanying notes are an integral part of these financial statements.
TEKRON INC. | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | |
BALANCE SHEET | | | | | |
| | | | | |
| | | | DECEMBER | MARCH |
| | | | 31, | 31, |
| | | | 2004 | 2004 |
| | | | (UNAUDITED) | (AUDITED) |
| | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | |
| | | | | |
CURRENT | | | | | |
Accounts payable | | | | $ 23,869 | $ 18,281 |
Advances from officers | | | | 159,620 | 148,111 |
Loan payable - affiliate | | | | 60,310 | 51,682 |
| | | | | |
Total Current Liabilities | | | | 243,799 | 218,074 |
| | | | | |
STOCKHOLDERS' EQUITY | | | | | |
Common stock - $.001 par value, 100,000,000 shares authorized | | | | | |
- issued and outstanding - 52,445,000(March 31, 2004 - 52,445,000) | | | | 52,445 | 52,445 |
| | | | | |
Additional paid in capital | | | | 3,262,225 | 3,262,225 |
| | | | | |
Deficit accumulated during the development stage | | | | (556,690) | (529,974) |
| | | | | |
Total Stockholders' Equity | | | | 2,757,980 | 2,784,696 |
| | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | | | $ 3,001,779 | $ 3,002,770 |
| | | | | |
| | | | | |
The accompanying notes are an integral part of these financial statements.
TEKRON INC. | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | |
STATEMENT OF OPERATIONS | | | | | |
| | | | | FROM |
| | | | | INCEPTION |
| | | | | MAY 31, 1994 |
| THREE MONTHS ENDED | NINE MONTHS ENDED | TO |
| DECEMBER 31, | DECEMBER 31, | DECEMBER |
| 2004 | 2003 | 2004 | 2003 | 31, 2004 |
| | | | | |
REVENUE | $ - | $ - | $ - | $ - | $ - |
| | | | | |
EXPENSES | | | | | |
Consulting fees | - | - | 3,687 | - | 309,237 |
Depreciation | 104 | - | 314 | - | 314 |
General and administrative | 4,077 | 51,084 | 22,715 | 94,614 | 247,140 |
| | | | | |
Total Operating Expenses | 4,181 | 51,084 | 26,716 | 94,614 | 556,691 |
| | | | | |
Net Loss | $ (4,181) | $ (51,084) | $ (26,716) | $ (94,614) | $ (556,691) |
| | | | | |
Weighted Average Number of Shares | | | | | |
Outstanding - Basic and Diluted | 52,445,000 | 8,723,750 | 52,445,000 | 26,171,250 | |
| | | | | |
Net loss per share - Basic and Diluted | $ - | $ (0.006) | $ - | $ (0.004) | |
| | | | | |
The accompanying notes are an integral part of these financial statements.
TEKRON INC. | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | |
STATEMENT OF CASH FLOWS | | | | | |
| | | | | FROM |
| | | | | INCEPTION |
| | | | | MAY 31, 1994 |
| | | NINE MONTHS ENDED | TO |
| | | DECEMBER 31, | DECEMBER |
| | | 2004 | 2003 | 31, 2004 |
| | | | | |
Cash Flow From Operating Activities | | | $ (26,716) | $ (94,614) | $ (556,691) |
Net loss | | | | | |
Adjustments to reconcile net loss to net cash used in | | | | | |
operating activities | | | | | |
Stock issued for services | | | - | - | 305,550 |
Depreciation | | | 314 | - | 314 |
Changes in assets and liabilities | | | | | |
Accounts payable - increase | | | 5,588 | 10,244 | 23,869 |
| | | | | |
| | | 5,902 | 10,244 | 329,733 |
| | | | | |
Net Cash Used In Operating Activities | | | (20,814) | (84,370) | (226,958) |
| | | | | |
Cash Flow From Investing Activities | | | | | |
Purchase of office furniture | | | - | - | (2,092) |
Foreign exchange adjustment | | | 1,097 | - | - |
| | | | | |
Cash Flow Provided By(Used In) Investing Activities | | | 1,097 | - | (2,092) |
| | | | | |
Cash Flow From Financing Activities | | | | | |
Issuance of stock for cash | | | - | - | 9,120 |
Advances from officers | | | 11,089 | 29,736 | 159,620 |
Loan payable - Affiliate | | | 8,628 | 53,323 | 60,310 |
| | | | | |
Cash Flow Provided By Financing Activities | | | 19,717 | 83,059 | 229,050 |
| | | | | |
Change in Cash | | | - | (1,311) | - |
| | | | | |
Cash and cash equivalents - Beginning of period | | | - | 1,311 | - |
| | | | | |
Cash and cash equivalents - End of period | | | $ - | $ - | $ - |
| | | | | |
The accompanying notes are an integral part of these financial statements.
TEKRON, INC
NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2004
(UNAUDITED)
Note 1 - Organization and Description of Business
Tekron, Inc. (Company) was incorporated on May 31, 1994 in accordance with the laws of the State of Delaware. The Company was formed for the purpose of developing a marine service company for boat owners that would offer on-site preventative maintenance and repair services. The Company has had no substantial operations or substantial assets since inception.
On December 5, 2002, the Board of Directors approved the authorization to increase the number of authorized shares of common stock from 20,000,000 shares to 100,000,000 shares. The Company proposes to utilize the additional shares of authorized common stock provided for as the need may arise, in connection with future opportunities for expanding the Company's business through investments or acquisitions, equity financing, management incentive plans, employee benefit plans, and for other purposes. The par value of the common stock will remain at $0.001 per share. A Certificate of Amendment to the Articles of Incorporation was adopted pursuant to DGCL Section 141 by the Board of Directors of the Corporation by unanimous consent dated December 5, 2002 and was adopted pursu ant to DGCL Section 228 by the holders of a majority of the Company's issued and outstanding shares of capital stock entitled to vote on the matter by written consent of such stockholders dated December 5, 2002.
The overall objective of Tekron, Inc. is to form alliances, merge and acquire businesses to further their goals. The current business plan provides for funding through private placement investment and acquisitions. The Company has determined through its experience in business that alternate sources of business funding include venture capital investment, personal loans from management, and institutional loans. Tekron's officers and directors have loaned approximately $160,000 from time of inception, primarily from the Company's president, Mr. Luigi Brun.
Note 2 - Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has a year-end of March 31.
TEKRON, INC
NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2004
(UNAUDITED)
Note 2 - Preparation of Financial Statements(Continued)
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-KSB for the year ended March 31, 2004. The information presented within these interim financial statements may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein.
In the opinion of management, all accruals and adjustments necessary for a fair presentation as of December 31, 2004 and the results of operations for the six month periods have been made to not make the interim financial statements misleading.
Note 3 - Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.
The Company experienced a change in management control during 2002 and, accordingly, abandoned its initial business plan. The Company is currently seeking to develop either a new viable business plan or to seek a business combination transaction with another viable business enterprise.
Due to the lack of sustaining operations from inception, the Company is considered in the development stage and, as such, has generated no significant operating revenues and has incurred cumulative operating losses of approximately $580,000.
TEKRON, INC
NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2004
(UNAUDITED)
Note 3 - Going Concern(continued)
Because of the Company's lack of operating assets, the Company's continuance is fully dependent on either future sales of securities or upon its current management and/or advances or loans from significant stockholders orcorporate officers to provide sufficient working capital to preserve the integrity of the corporate entity during the development phase.
There is no assurance that the Company will be able to obtain additional funding through the sales of additional securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding.
Note 4 - Summary of Significant Accounting Policies
Currency translation
The Company incurs expenses in both US dollar (US$) and Canadian dollar (CAD) transaction accounts. All transactions reflected in the accompanying financial statements have been converted into US dollar equivalents, for each respective quarter at the average of the last day of the month published exchange rate on the last day of the fiscal quarter or the published exchange rate on the first day of the month for related party transactions related to rent and management services for CAD accounts and at historical amounts for US$ accounts.
Cash and cash equivalents
The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of six months or less, when purchased, to be cash and cash equivalents.
Income Taxes
The Company utilizes the asset and liability method of accounting for income taxes. At December 31, 2004 and 2003, the deferred tax asset and deferred tax liability accounts, as recorded when material, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization.
TEKRON, INC
NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2004
(UNAUDITED)
Note 4 - Summary of Significant Accounting Policies(continued)
Income Taxes
As of December 31, 2004 and 2003, respectively, the deferred tax asset is related solely to the Company's net operating loss carry-forward and is fully reserved.
Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. As of December 31, 2004 and 2003, respectively, the Company had no warrants and/or options outstanding.
Fair Value of Financial Instruments
The carrying amounts of accounts payable, advances from officers, and loan payable – affiliate approximates fair value due to the short term nature of these items.
Note 5 - Income Taxes
The components of income tax (benefit) expense for the six months ended December 31, 2004 and 2003 and for the period from May 31, 1994 (date of inception) through December 31, 2004, respectively, are as follows:
December 31,
December 31,
2004
2003
Cumulative
Federal:
Current
$
-
$
-
$
-
Deferred
-
-
-
-----------------
----------------
----------------
-
-
-
-----------------
----------------
----------------
TEKRON, INC
NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2004
(UNAUDITED)
Note 5 - Income Taxes(continued)
December 31,
December 31,
2004
2003
Cumulative
State:
Current
$
-
$
-
$
-
Deferred
-
-
-
-----------------
----------------
----------------
-
-
-
-----------------
----------------
----------------
Totals
$
-
$
-
$
-
==========
==========
==========
As of December 31, 2004, the Company has a net operating loss carry forward of approximately $580,000 to offset future taxable income. Subject to current regulations, this carry-forward will begin to expire in 2015. The amount and availability of the net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a six year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax-exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carry-forward.
Note 6 - Common Stock Transactions
On September 16, 1999, the Company amended its Certificate of Incorporation to allow for the issuance of up to 20,000,000 shares of $0.001 par value common stock from the originally authorized amount of 20,000,000 shares of $0.00001 par value common stock. The effect of this change is reflected in the accompanying financial statements as of the first day of the first period presented.
On December 8, 1999, the Company's Board of Directors approved and implemented a 45 for 1 forward stock split on the issued and outstanding shares of common stock. This action caused the issued and outstanding shares to increase from 91,200 to 4,104,000. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented.
TEKRON, INC
NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2004
(UNAUDITED
Note 6 - Common Stock Transactions(continued)
On March 22, 2001, the Company's officers surrendered and cancelled 9,000 shares of common stock to the Company for no consideration. The effect of this action was to reallocate the par value of the surrendered shares to additional paid-in capital.
On June 20, 2002, the Company filed a Registration Statement under The Securities Act of 1933 on Form S-8 registering an aggregate 2,800,000 shares of common stock. The registered shares were issued in satisfaction of four (4) separate compensation agreements with the Company's officers and other individuals providing management services to the Company. These shares were valued at $0.10 per share as based on the closing quoted stock price on the respective date of the transaction. These transactions were valued at an approximate aggregate of $280,000. This amount has been charged to operations as a non-cash expense in the accompanying financial statements.
May 24, 2002, 3,000,000 shares at a par value of $.001 or $ 3,000 were issued to Reva Corporation in exchange for consulting and advisory services. This amount was charged to operations as a non-cash expense.
On December 5, 2002, the Company's Board of Directors approved an increase in authorized shares to be issued to 100,000,000 shares of common stock.
During the balance of the year ended March 31, 2003 the Company issued a total of 25,000,000 shares at par value $ .001 for services rendered by officers and directors totaling 4,700,000 and 20,300,000 shares at par value $ .001 to various individuals and non-affiliated companies for consulting services rendered on behalf of the Company.
In October 2003 the Company cancelled 2,450,000 shares of stock issued to consultants for non-performance.
In November 2003, the Company issued a total of 20,000,000 shares of its common stock in order to acquire 50% of Biovirus Research Incorporated for a value of $3,000,000 or $.15 per share.
Item 2:
Management's Discussion and Analysis or Plan of Operation
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assu mptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations, Liquidity and Capital Resources
The Company has engaged in no significant operations other than organizational activities and filing of annual and quarterly reports. It’s interest in Biovirus Medical is also in the development stage.
For the nine months ended December 31, 2004 and 2003, respectively, the Company incurred net operating losses of $ 26,716 and $51,084 respectively as a result of expenses principally associated with compliance with reporting obligations under The Securities Exchange Act of 1934, and other administrative expenses associated with the maintenance of the Company's issued and outstanding stock records. Additionally, the Company incurred a non-cash charge to operations in June, 2002 for executive compensation related to the issuance of 2,800,000 shares of common stock issued pursuant to a Registration Statement on Form S-8 in the amount of $280,000. This amount was calculated at $0.10 per share which equals the closi ng quoted price of the Company's equivalent securities on the NASDAQ Electronic Bulletin Board on the date of the transaction.
The Company is fully dependent either future sales of securities or upon its current management and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity during the development phase.
There is no assurance that the Company will be able to obtain additional funding through the sales of additional securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding.
Item 2:
Management's Discussion and Analysis or Plan of Operation(continued)
(2) Results of Operations, Liquidity and Capital Resources(continued)
Further, the Company has no plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities at the date of this filing and the Company does not currently contemplate making a Regulation S offering. Regardless of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.
In such a restricted cash flow scenario, we would be unable to complete our business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, we may be dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.
Item 3:
Controls and Procedures
a) Within the 90-day time period prior to filing this report, we conducted as an evaluation of the effectiveness of our "disclosure controls and procedures," as that phrase is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934. The evaluation was carried out under the supervision and with the participation of management, including our President.
Based on and as of the date of that evaluation, our President have concluded that our disclosure controls and procedures are effective in timely alerting him to material information required to be disclosed in the reports we file with or submit to the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, and in ensuring that the information required to be disclosed in those filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.
Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company's periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.
(b) Subsequent to the date of the evaluation, there were no significant changes in internal controls or in other factors that could significantly affect the internal controls, including any corrective actions taken with regard to significant deficiencies and material weaknesses.
Part II - Other Information
Item 1:
Legal Proceedings
On November 25, 2003, the Company filed a statement of claim against various individuals and companies who had received stock from the Company in exchange for advancing funds to the Company based on a contract signed on August 17, 2003. These individuals and/or companies have not provided any funds and the Company is suing for the return of the 1,000,000 shares of stock or the receipt of the promised $ 250,000. In addition the Company is suing for $100,000 in loss of profits, $ 250,000 in damages for breach of contract, and the return of $ 10,000 advanced to the defendants.
Item 2:
Changes in Securities
None
Item 3:
Defaults on 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
Reports on Form 8-K
None
Item 6:
Exhibits and Reports on Form 8-K
Exhibit 11
Computation of earnings per common share - see
Statement of Operations
Exhibit 31.1
Certification pursuant to Section of the Sorbanes-
Oxley Act of 2002 - Luigi Brun
Exhibit 32.1
Certification by Luigi Brun, President,
pursuant to Section 906 of the Sorbanes-Oxley
Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tekron, Inc.
Dated: February 8, 2005
/s/ Luigi Brun
Luigi Brun
President
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SORBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Luigi Brun, certify that;
1. I have reviewed this quarterly report on Form 10-QSB of Tekron, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registration as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedure to ensure that material information relating to the registrant, including its consolidated subsidiaries(none in this case), is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
s/s Luigi Brun
Luigi Brun
President
February 8, 2005
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SORBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Tekron, Inc a Delaware corporation (the "Company"), on Form 10-QSB for the six months ended December 31, 2004 as filed with the Securities and Exchange Commission (the "Report"), I, Luigi Brun President and Chief Financial Officer, of the Company, certify, pursuant to Section 906 of the Sorbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
s/s Luigi Brun
Luigi Brun
President
February 8, 2005