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, 2002
[ ] 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.
(Exact name of small business issuer as specified in its charter)
Delaware 51-0395658
(State of incorporation) (IRS Employer ID Number)
71 Sir James Court, Arva, Ontario, Canada N0M 1C0
(Address of principal executive offices)
(519) - 661-0609
(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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: December 31, 2002: 19,895,000
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
Tekron, Inc.
Form 10-QSB for the Quarter ended December 31, 2002
Table of Contents
Part I - Financial Information Page
Item 1 Financial Statements.................................................3
Item 2 Management's Discussion and Analysis of Plan of Operation...........11
Part II - Other Information
Item 1 Legal Proceedings...................................................13
Item 2 Changes in Securities...............................................13
Item 3 Defaults Upon Senior Securities.....................................13
Item 4 Submission of Matters to a Vote of Security Holders.................13
Item 5 Other Information...................................................13
Item 6 Exhibits and Reports on Form 8-K....................................13
Signatures....................................................................14
Certification.................................................................14
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. The accompanying
notes are an integral part of these financial statements.
This report on Form 10-QSB contains forward-looking statements within the
meaning of Section 27 Of the Securities Act of 1933, as amended, and within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which
are subject to the "safe harbor" created by those sections. These
forward-looking statements include but are not limited to statements concerning
our business outlook or future economic performance; anticipated profitability,
revenues, expenses or other financial items; and statements concerning
assumptions made or exceptions as to any future events, conditions, performance
or other matters which are "forward-looking statements" as that term is defined
under the Federal Securities Laws. All statements, other than historical
financial information, may be deemed to be forward-looking statements.
2
Part I - Financial Information
Tekron, Inc.
(a development stage company)
Balance Sheets
December 31, 2002 and December 31, 2001
(Unaudited)
ASSETS
------
December 31, December 31,
2002 2001
------------ ------------
Current Assets
Cash On hand and in bank 200 0
------------
Other Assets 0 0
------------ ------------
Total Assets 200 0
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts Payable - Trade 3,403 1,111
Advances from Officers 77,282 12,311
------------ ------------
Total Current Liabilities 80,685 13,422
Shareholders' Equity
Common stock - $0.001 par value
100,000shares authorized
and 6,895,000 shares
issued and outstanding, respectively 19,895 4,095
Additional paid-in capital 272,405 5,025
Deficit accumulated during the development (372,785) (22,542)
stage ------------ ------------
Total Shareholder's Equity (80,485) (13,422)
------------ ------------
Total Liabilities and Shareholder's Equity 200 0
The financial information presented herein has been prepared by management
without audit by independent certified accountants. The accompanying notes are
an integral part of these financial statements.
3
Tekron, Inc.
(a development stage
company)
Statements of Operations
(Unaudited)
Cumulative
During Three Months Ended Nine Months Ended
Development December 31, December 31,
Stage 2002 2001 2002 2001
----------- ------------------- ------------------
Revenue 0 0 0 0 0
Expense
Executive Compensation 283,000 3,000 0 283,000 0
General and administrative 89,785 11,649 12,414 43,864 26,206
Total Expenses 372,785 14,649 12,414 326,864 26,206
Loss Before Income Taxes (372,785) (14,649) (12,414) (326,864) (26,206)
Provision for Income Taxes 0 0 0 0 0
Net Loss (372,785) (14,649) (12,414) (326,864) (26,206)
Loss per weighted-average share
of common stock outstanding,
computed on Net Loss basic
and fully diluted ($ 0.03) Nil Nil Nil Nil
Weighted Average number of shares
of common stock outstanding 12,525,000 19,895,000 4,095,000 19,895,000 4,095,000
The financial information presented herein has been prepared by management
without audit by independent certified accounts. The accompanying notes are an
integral part of these financial statements.
4
Tekron, Inc.
(a development stage company)
Statements of Cash Flows
Nine Months ended December 31, 2002 and 2001
Period from May 31, 1994 (date of Inception) through December 31, 2002
Cumulative The Nine Months Ended
During December 31
Development Stage 2002 2001
----------------- ---------------------
Cash Flows from Operating Activities
Net Loss
(372,785) (326,864) (26,206)
Increase (Decrease) in Accounts Payable - 3,403 ( 3,737) 1,111
Trade
Depreciation 0 0 0
Common stock issued for executive compensation 283,000 283,000 0
Net cash used in operating activities -86,382 -47,601 -25,095
Cash Flows from Financing Activities
Cash Advanced by Officers to support operations 77,282 47,601 24,720
Proceeds from sale of common stock 9,100 0
Net cash provided by financing activities 86,382 47,601 24,720
Increase (Decrease in Cash) 0 0 -370
Cash at beginning of period 0 0 370
Cash at end of period
- - -
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. The accompanying
notes are an integral part of these financial statements.
5
Tekron, Inc.
(a development stage company)
Notes to Financial Statements
Note A - 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.
The Company experienced a change in management control during Fiscal 2002 and,
accordingly, abandoned its initial business plan. The new business plan
encompasses the following:
On May 22, 2002, the Company announced that it had entered into a letter of
intent to acquire 100.0% of the issued and outstanding common stock of Reva
Technologies Corp. (Reva). Reva is a designer and manufacturer of reliable
Energy Vehicle Alternatives, focusing on Electric Utility Vehicle solutions for
the Low Speed Vehicle (LSV) markets globally. Reva is based in London, Ontario,
Canada and has developed an electric utility vehicle for adaptation to
multi-purpose applications such as airport support vehicles, industrial plant
vehicles and gated community maintenance and security vehicles.
On September 5, 2002, Tekron, Inc. announced that the Company has entered into
an agreement with Endopisis Medical, Inc. to acquire a 49% interest in the
company. Endopisis Medical, Inc. is based in Toronto Canada and aims to develop
next-generation non-invasive medical diagnostic technologies that would have the
ability to revolutionize medical and emergency care in Canada and around the
world.
On September 26, 2002, Tekron, Inc. announced that it will offer a US $2 million
dollar private placement offering of 10,000,000 units at a price of 20 cents per
units. Proceeds from private placement will be used for general working capital
and to fund Tekron's ongoing acquisition activities including Endopsis Medical,
Inc. The private placement was completed on October 23, 2002. 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 pursuant
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.
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
$372,785.
6
Tekron, Inc.
(a development stage company)
Notes to Financial Statements - Continued
Note B - 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.
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/A for the
year ended March 31, 2002. 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, 2002 and the results of operations for the three
and nine month periods have been made.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the U. S. Securities and Exchange Commission's
instructions for Form 10-QSB, are unaudited and contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations and cash flows of
the Company for the respective interim periods presented. The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending March 31, 2003.
7
Tekron, Inc.
(a development stage company)
Notes to Financial Statements - Continued
Note C - Going Concern Uncertainty
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 Fiscal 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. The Company
completed a private placement on October 23, 2002 for $2 million and is
currently in negotiations for several merger/acquisition opportunities.
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
$372,785 The Company's current management maintains the corporate status of the
Company and provides all nominal working capital support on the Company's behalf
through March 31, 2002 and subsequent thereto.
Because of the Company's lack of operating assets, the Company's continuance is
fully dependent on either future sales of securities or upon its current
management and/or advances or loans from significant stockholders or corporate
officers to provide sufficient working capital to preserve the integrity of the
corporate entity during the development phase.
There is no assurance that the Company will be able to obtain additional funding
through the sales of additional securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.
It is the intent of management and significant stockholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity. However, there is no legal obligation for either
management or significant stockholders to provide additional future funding.
On May 22, 2002, the Company announced that it had entered into a letter of
intent to acquire 100.0% of the issued and outstanding common stock of Reva
Technologies Corp. (Reva). Reva is a designer and manufacturer of reliable
Energy Vehicle Alternatives, focusing on Electric Utility Vehicle solutions for
the Low Speed Vehicle (LSV) markets globally. Reva is based in London, Ontario,
Canada and has developed an electric utility vehicle for adaptation to
multi-purpose applications such as airport support vehicles, industrial plant
vehicles and gated community maintenance and security vehicles.
Note D - Summary of Significant Accounting Policies
1. Currency translation
The Company incurs expenses in both US dollar (US$) 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.
2. 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 three months or less, when purchased, to be cash and cash
equivalents.
3. Organization costs
The Company has adopted the provisions of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities" whereby all organization and
initial costs incurred with the incorporation and initial capitalization of the
Company were charged to operations as incurred.
8
Tekron, Inc.
(a development stage company)
Notes to Financial Statements - Continued
4. Research and development expenses
Research and development expenses are charged to operations as incurred.
5. Advertising expenses
Advertising and marketing expenses are charged to operations as incurred.
6. Income Taxes
The Company utilizes the asset and liability method of accounting for income
taxes. At December 31, 2002 and 2001, 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. As of December 31, 2002 and
2001, respectively, the deferred tax asset is related solely to the Company's
net operating loss carry-forward and is fully reserved.
7. 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, 2002 and 2001, respectively, the Company had no
warrants and/or options outstanding.
Note E - Fair Value of Financial Instruments
The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.
Note F - Related Party Transactions
The Company has an unwritten agreement with an entity controlled by its officers
for management services and office rent. Under this agreement, the Company is
obligated to pay, on a monthly basis, $1,000 CAD for management and
administrative office services and $500 CAD for office rent. This agreement
commenced on July 1, 2001, concurrent with a change in management. As of June
30, 2002 and 2001, respectively, approximately $2,886 US$ and $-0- US$ has been
charged to operations on this agreement. The agreement was terminated on June
30, 2002.
Note G - Income Taxes
The components of income tax (benefit) expense for the nine months ended
December 31, 2002 and 2001 and for the period from May 31, 1994 (date of
inception) through December 31, 2002, respectively, are as follows:
Dec 31, Dec 31,
2002 2001 Cumulative
---------- ---------- ----------
Federal:
Current $ - $ - $ -
Deferred - - -
---------- ---------- ----------
- - -
---------- ---------- ----------
State:
Current - - -
Deferred - - -
---------- ---------- ----------
- - -
---------- ---------- ----------
Total $ - $ - $ -
========== ========== ==========
As of December 31, 2002, the Company has a net operating loss carryforward of
approximately $372,785 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 three 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-forwards.
9
Tekron, Inc.
(a development stage company)
Notes to Financial Statements - Continued
Note G - Income Taxes - Continued
The Company's income tax expense for the nine months ended December 31, 2002 and
2001 and for the period from May 31, 1994 (date of inception) through December
31, 2002, respectively, are as follows:
Nine months Nine months
ended ended
Dec 31, 2002 Dec 31, 2001 Cumulative
------------ ------------ ------------
Statutory rate applied to loss before income
taxes $ (100,400) $ (100) $ (372,785)
Increase (decrease) in income taxes resulting
from:
State income taxes - - -
Other, including reserve for deferred
tax asset 372,785 100,400 100 372,785
------------ ------------ ------------
Income tax expense $ - $ - $ -
============ ============ ============
Temporary differences, consisting primarily of statutory deferrals of expenses
for organizational costs and statutory differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of December 31, 2002 and 2001, respectively:
Dec 31, Dec 31,
2002 2001
--------- ---------
Deferred tax assets
Net operating loss carry-forwards $ 372,785 $ 3,578
Less valuation allowance (372,785) (3,578)
--------- ---------
Net Deferred Tax Asset $ - $ -
========= =========
During the nine months ended December 31, 2002 and 2001, respectively, the
valuation allowance increased by approximately $100,000 and $100.
Note H - 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. 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 May 24, 2002, Tekron, Inc. issued 10,000,000 restricted shares at a par value
of $0.001 in exchange for the rights for the technology in Reva Corporation. An
additional 3,000,000 shares at a par value of $0.001 were issued for consulting
and advisory services which were expensed in the third quarter of 2002. Of this
total issue of shares, Luigi Brun was issued 11,000,000 shares of the restricted
stock.
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
aggregate approximate $280,000. This amount has been charged to operations in
the accompanying financial statements.
Note I - Commitments
On June 13, 2002, the Company entered into a one-year contract with Daily
Financial.com, Inc., a New York corporation, to provide corporate finance
consulting services to the Company. Daily Financial.com, Inc. is a full service
corporate communications firm that specializes in providing high-tech companies
with professional and cost-effective corporate consulting services including
investor relations, website and newsletter coverage and corporate fact sheets.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
(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 assumptions, 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
Tekron, Inc. (Company) experienced a change in the Board of Directors and Senior
Management on June 11, 2001. Accordingly, the Company may or may not elect to
continue on it's initial plan of operation as previously reported in its Form
10-KSB for the year ended March 31, 2001.
The Company has engaged in no significant operations other than organizational
activities and preparation for registration of its securities under the
Securities Exchange Act of 1934, as amended, since it's inception in May 1994.
On May 22, 2002, the Company announced that it had entered into a letter of
intent to acquire 100.0% of the issued and outstanding common stock of Reva
Technologies Corp. (Reva). Reva is a designer and manufacturer of reliable
Energy Vehicle Alternatives, focusing on Electric Utility Vehicle solutions for
the Low Speed Vehicle (LSV) markets globally. Reva is based in London, Ontario,
Canada and has developed an electric utility vehicle for adaptation to
multi-purpose applications such as airport support vehicles, industrial plant
vehicles and gated community maintenance and security vehicles.
For the nine months ended December 31, 2002 and 2001, respectively, the Company
incurred net operating losses 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 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 closing quoted price of the
Company's equivalent securities on the NASDAQ Electronic Bulletin Board on the
date of the transaction. The Company anticipates that until either its
previously discussed business plan or the pending business combination with Reva
is completed, it will not generate revenues. The Company may also continue to
operate at a loss after completing a business combination, depending upon the
performance of it's executed business plan or the performance of any acquired
business.
On September 26, 2002, the Company announced the offering of a US $2 million
dollar private placement for 10,000,000 units at a price of 20 cents per unit.
Each unit consists of one common share and one warrant. The warrants expire on
September 25, 2003 and entitle the holder to purchase one additional common
share at a price of 75 cents per share. No finders fees will be associated with
this placement. The shares and warrants were placed pursuant to regulations
under the SEC Act of 1933, as amended. The private placement was completed on
October 23, 2002. Proceeds from the private placement will be used for general
working capital and to fund Tekron's ongoing acquisition activities including
Endopisis Medical, Inc.
11
On May 24, 2002, Tekron, Inc. issued 10,000,000 restricted shares at a par value
of $0.001 in exchange for the rights to the technology in Reva Corporation. An
additional 3,000,000 shares at a par value of $0.001 were issued for consulting
and advisory services which were expensed in the third quarter of 2002. Of this
total issue of shares, Luigi Brun was issued 11,000,000 shares of the restricted
stock. Prior to becoming President and CEO of Tekron, Inc., Luigi Brun owned 1.8
million free trading shares of Tekron, Inc.
On December 5, 2002 the Company's Board of Directors authorized the increase of
common stock to be issued from 20,000,000 to 100,000,000 as part of the
Company's recapitalization plan.
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. 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.
12
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None.
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibits
99.1 CEO/CFO Certification Pursuant to 18 USC, Section 1330, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Reports on Form 8-K
None
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Tekron, Inc.
Dated: February 14, 2003 /s/ Luigi Brun
------------------ ----------------
Luigi Brun
Chief Executive Officer
Chief Financial Officer
CERTIFICATION
In accordance with Item 307 of Regulation S-B (paragraph 228.307 I, Luigi Brun,
certify that:
1. I have reviewed this quarterly report on Form 10QSB 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 registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating the registrant, including its
consolidated subsidiaries, is made known to us 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 our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant' other certifying officers and I have disclosed, based on
our 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' 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. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not 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.
Date: February 14, 2003 /s/ Luigi Brun
-------------------- -------------------
Chief Executive Officer and
Chief Financial Officer
