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 September 30, 2003
[ ] 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)
530 S. Federal Hwy, Deerfield Beach, Florida 33441
(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: September 30, 2003: 34,895,000 at $.001 par value.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
1
Tekron, Inc.
Form 10-QSB for the Quarter ended September 30, 2003
Table of Contents
| Part I - Financial Information | Page |
| Item 1 Financial Statements | 3 |
| Item 2 Management's Discussion and Analysis of | 18 |
| Plan of Operation |
| Part II - Other Information |
| Item 1 Legal Proceedings | 22 |
| Item 2 Changes in Securities | 22 |
| Item 3 Defaults Upon Senior Securities | 22 |
| Item 4 Submission of Matters to a Vote of Security Holders | 22 |
| Item 5 Other Information | 22 |
| Item 6 Exhibits and Reports on Form 8-K | 23 |
| Reports on Form 8-K |
| Certifications Pursuant to Section 906 |
| Exhibit 32.1 |
| Exhibit 99.2 |
| Exhibit 99.3 |
| Exhibit 99.4 |
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
Tekron, Inc.
(a development stage company)
Balance Sheets
September 30, 2003 and September 30, 2002
(Unaudited)
| ASSETS | | |
|---|
| | September 30,
2003
| September 30,
2002
|
|---|
| Current Assets | | |
| Cash On hand and in bank | 0 | 0 |
| Total Assets | 0 | 0 |
| LIABILITIES AND STOCKHOLDERS' EQUITY |
| Current Liabilities |
| Accounts Payable - Trade | 4,667 | 14,164 |
| Advances from Officers | 131,012 | 54,851 |
| Total Current Liabilities | 135,679 | 69,015 |
| Shareholders' Equity |
| Common stock - $0.001 par value |
| 100,000,000 shares |
| authorized and 34,895,000 |
| shares issued and outstanding, |
| respectively | 34,895 | 6,895 |
| Additional paid-in capital | 258,516 | 282.225 |
| Deficit accumulated during the development | (429,090) | (358,135 |
| stage |
| Total Shareholder's Equity | (135,679) | (69,015) |
| Total Liabilities and Shareholder's Equity | 0 | 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
Development
Stage
| Six Months
Ended
September 30,
2003
| Six Months
Ended
September 30,
2002
|
|---|
| Revenue | | | | 0 | | | 0 | | | 0 | |
|
| |
| |
| |
| Expenses | | |
| Executive Compensation | | | | 283,000 | | | 0 | | | 280,000 | |
| General and administrative | | | | 146,090 | | | 45,530 | | | 32,215 | |
|
| |
| |
| |
| Total Expenses | | | | 429,090 | | | 45,530 | | | 312.215 | |
|
| |
| |
| |
| Loss Before Income Taxes | | | | (429,090 | ) | | (45,530 | ) | | (312,215 | ) |
| Provision for Income Taxes | | | | 0 | | | 0 | | | 0 | |
|
| |
| |
| |
| Net Loss | | | | (429,090 | ) | | (45,530 | ) | | (312,215 | ) |
|
| |
| |
| |
| Loss per weighted-average share of common | | |
| stock outstanding, computed on Net Loss | | |
| basic and fully diluted | | | $ | (.02 | ) | | Nil | | | Nil | |
|
| |
| |
| |
| Weighted Average number of shares of | | |
| common stock outstanding | | | | 17,500,000 | | | 17,500,000 | | | 6,895,000 | |
|
| |
| |
| |
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
Six Months ended September 30, 2003 and 2002
Period from May 31, 1994 (date of Inception) through
September 30, 2003
(unaudited)
| | Cumulative
During
Development Stage
| The Six Months
Ended September 30,
2003 2002
|
|---|
| Cash Flows from Operating Activities | | | | | | | |
| Net Loss | |
| | | (429,090 | ) | (45,530 | ) | (315,215 | ) |
| Increase (Decrease) in Accounts Payable - | | 4,667 | | (9,497 | ) | 7,024 | |
| Trade | |
| Depreciation | | 0 | | 0 | | 0 | |
| Common stock issued for executive compensation | | 283,000 | | 0 | | 280,000 | |
|
| |
| |
| |
| Net cash used in operating activities | | (141,423 | ) | (55,027 | ) | (25,191 | ) |
| Cash Flows from Financing Activities | |
| Cash Advanced by Officers to support operations | | 131,012 | | 55,027 | | 25,191 | |
| Proceeds from sale of common stock | | 10,411 | | 0 | | 0 | |
| Net cash provided by financing activities | | 141,423 | | 55,027 | | 25,191 | |
| Increase (Decrease in Cash) | | 0 | | 0 | | 0 | |
|
| |
| |
| |
| Cash at beginning of period | | 0 | | 0 | | 0 | |
|
| |
| |
| |
| 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. This acquisition has not been completed as of September 30, 2003 and its impact on future operations is unknown at this time.
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 has not been completed as of September 30, 2003.
6
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.
An agreement was reached between CIRMAKER Technology, Inc. and Tekron, Inc. in the fourth quarter of fiscal year ended March 31, 2003 for Tekron to acquire 100% of CIRMAKER Technology, Inc. in exchange for 15,000,000 shares of Tekron common stock. This process should be completed by the end of the year 2003. The acquisition will provide additional cash infusion and stability to Tekron, Inc.
A consulting agreement was formed between Foundation Strategic Development Corporation, a company and Tekron, Inc. in January, 2003. Foundation Strategic Development Corporation will assist in the reorganization of the Company’s business plan, develop presentation materials and seminar materials and provide direct hands-on coaching consulting with respect to presentations and seminars. This effort will provide the Company with the expertise needed to promote the business.
7
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 $131,012 from time of inception, primarily from the Company’s president, Mr. Luigi Brun.
On May 12, 2003, Letter of Intent was signed with Jacobson Reasonance Enterprises, Inc (JSRE) which provides Tekron, Inc. to receive a license agreement for all products and endeavors in China and Africa by JSRE in exchange for funding in the amount of $5,000.000. Tekron will participate in a 49% equity share of JRSE.
JSRE is a Nevada corporation which specializes in bioelectromagetic/eltromagnetic technology, designed to alleviate chronic and acute pain and mitigating the symptoms of disease. Approval for the treatment of chronic pain has been obtained in the European Union for the osteoarthritic human knee. Licensing clearance has been granted in Canada for the treatment of pain from arthritic conditions. This agreement is anticipated to further Tekron, Inc.‘s goals in expanding its medical technology base, expand products available to the public and increase cash flow. Luigi Brun will join the Board of Directors of JSRE upon finalization of the agreement.
On June 19, 2003, Tekron entered into an agreement with Wall Street Organization, Inc. who will provide Tekron with marketing services, distributing knowledge of Tekron and its services. to potential investors , preparing business plans and increase communication networks on a national basis.
The total shares issued as of September 30, 2003, the number of shares outstanding were 34,895,000. On December 5, 2002, The Board of Directors approved a resolution to increase the authorized shares to 100,000,000 shares of common stock. In accordance with Rule (14C-101), a schedule 14C announcing the increase in authorized shares was filed with SEC on that date.
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 $429,090.
8
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, 2003. 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 September 30, 2003 and the results of operations for the six month periods have been made.
9
Note B — Preparation of Financial Statements — Continued
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.
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 an offering for 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 $429,090.
10
The Company’s current management maintains the corporate status of the Company and provides all nominal working capital support on the Company’s behalf through March 31, 2002 and subsequent thereto.
Because of the Company’s lack of operating assets, the Company’s continuance is fully dependent on either future sales of securities or upon its current management and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity during the development phase.
There is no assurance that the Company will be able to obtain additional funding through the sales of additional securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding.
On May 22, 2002, the Company announced that it had entered into a letter of intent to acquire 100.0% of the issued and outstanding common stock of Reva Technologies Corp. (Reva). Reva is a designer and manufacturer of reliable Energy Vehicle Alternatives, focusing on Electric Utility Vehicle solutions for the Low Speed Vehicle (LSV) markets globally. Reva is based in London, Ontario, Canada and has developed an electric utility vehicle for adaptation to multi-purpose applications such as airport support vehicles, industrial plant vehicles and gated community maintenance and security vehicles. This acquisition has not been completed as of September 30, 2003 and its impact on future operations is unknown at this time.
11
Note D — Summary of Significant Accounting Policies
1. Currency translation
The Company incurs expenses in both US dollar (US$) 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 Six 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.
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.
12
6. Income Taxes
The Company utilizes the asset and liability method of accounting for income taxes. At September 30, 2003 and 2002, 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 September 30, 2003 and 2002, 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 September 30, 2003 and 2002, 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.
13
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 September 30, 2003 and 2002, respectively, approximately $2,886 US$ and $-0- US$ has been charged to operations on this agreement. The agreement was terminated on September 30, 2002.
Note G — Income Taxes
The components of income tax (benefit) expense for the Six months ended September 30, 2003 and 2002 and for the period from May 31, 1994 (date of inception) through September 30, 2003, respectively, are as follows:
| | September 30,
2003 2002
| September 30,
Cumulative
|
|---|
| Federal: | | | | | | | | | | | |
| Current | | | $ | - | | $ | - | | $ | - | |
| Deferred | | | | - | | | - | | | - | |
|
| |
| |
| |
| | | | | - | | | - | | | - | |
|
| |
| |
| |
| State: | | |
| Current | | | | - | | | - | | | - | |
| Deferred | | | | - | | | - | | | - | |
|
| |
| |
| |
| | | | | - | | | - | | | - | |
|
| |
| |
| |
| Total | | | $ | - | | $ | - | | $ | - | |
|
| |
| |
| |
15
As of September 30, 2003, the Company has a net operating loss carryforward of approximately $429,090 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.
There is no current or deferred tax expense for the period from May 31, 1994 (inception) to September 30, 2003 due to net losses by the Company. As of September 30, 2003, the Company had net loss carryforwards of $429,090. The operating loss carryforwards expire in 2015.
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.
16
On May 24, 2002, Tekron, Inc. issued 13,000,000 restricted shares in exchange for the rights for the technology in Reva Corporation. Of those shares, Luigi Brun was issued 11,000,00 shared 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.
17
Part I — 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
On August 11, 2003, the Company held its annual meeting in Deerfield Beach, Florida. Notification of the meeting was sent to all shareholders with meeting materials, agenda and proxy forms included with the notification. The purpose of the meeting was to discuss the prior year’s activities, future plans for the company, review of financial statements and appointment of new directors, attorneys, Chief Financial Office, auditor and legal counsel. The following resolutions were adopted on August 11, 2003:
18
| | 1. | The President’s report was received and accepted by shareholders. 2. Luigi Brun was elected as President, Secretary, CEO and Director 3. Donald C. Douglas was elected as Secretary/Treasurer and Director |
| | 4. | All prior acts of the directors and officers of the Company were approved, with or without variation (Ratification of Prior Acts Resolution) |
| | 5. | The financial statements and auditor’s report for the fiscal year ended March 31, 2003 were accepted 6. Jane Olmstead,. CPA was appointed as auditor to the Company 7. Marvin Winick, CPA was appointed as Chief Financial Officer of the Company 8. The following legal firms were appointed to represent the Company a. Caryle Peterson and Gordon Peterson – a Canadian firm b. Lawrence S. Hartman – a USA firm |
In September, 2003, agreements between Mr. Winick and the Company were not satisfactorily agreed upon by the Board of Directors and Mr. Winick. Mr. Donald C. Douglas assumed the role of Chief Financial Officer for the company for the forthcoming fiscal year.
On September 8, 2003, Dr. James Insell was invited by Luigi Brun, Chairman, President & CEO to serve as Chief Executive Officer and Chief Scientific Officer for the Company. Dr. Insell is acting CEO as negotiations ensue with the Board of Directors on terms of an agreement for both his executive compensation package and acquisition of his technology. Dr. Insell earned a B.Sc in engineering physics, a M.Sc. in Microbiology and a Ph.D. in Bacteriology & Immunology from the School of Medicine, University of Western Ontario. Dr. Insell has extensive experience in bacteriology, genetics, biochemistry, cell and molecular biology and environmental engineering. His breakthrough in microbial ontogenetic evolution led to engineered microbial degradation of toxic waste and bioremediation for the past two decades. His extensive experience and knowledge in science, medicine and environmental biotechnology and engineering will advance the Company's goals and objectives in the acquisition and development of high-technology, medical and environmental biotechnology firms. Dr. Insell was nominated for the highly prestigious Ernest Manning leading Canadian scientist award in 1986. Dr. Insell will also serve as technical advisor to the Company.
19
As Mr. Luigi Brun served as CEO for the significant portion of this quarterly filing period, he has certified this filing as CEO on behalf of Tekron, Inc. A press release dated July 24, 2003 regarding the arrangement with Russian Oil has been terminated, and the July 28, 2003 press release for the Canadian Exploration has changed. Both potential agreements have been terminated due to the Company’s due diligent discoveries.
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. This acquisition has not been completed as of September 30, 2003 and its impact on future operations is unknown at this time.
For the six months ended September 30, 2003 and 2002, 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.
20
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 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.
21
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.
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
An annual meeting was held on August 11, 2003. Matters were submitted to shareholders, voted upon and approved. See above Management’s Discussion and Analysis – Part I – Item II.
Item 5 — Other Information
None
22
Item 6 — Exhibits and Reports on Form 8-K
Reports on Form 8-K
A report Form 8-K was filed with the Securities and Exchange Commission on September 1, 2003 stating that Mr. James Insell has been appointed as CEO and Chief Scientic Officer, Mr. Marvin Winick was appointed as CFO, and two legal firms have been retained: 1) Carlyle Peterson, Gordon Peterson and Phil King, a Canadian firm and 2) Lawrence S. Hartman – a USA firm. A press release was issued to the public on September 8, 2003 As previously mentioned, the relationship between Mr. Winick and Tekron, Inc. was never consummated. 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 .
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the Registrant has dully caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tekron, Inc.
Date: September 14, 2003
/s/ Luigi Brun
Luigi Brun, Chief Executive Officer and
Donald Douglas, Director and
Chief Financial Officer
23
