1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15 (d) of Securities Exchange Act of 1934 For Period ended September 30, 2000 Commission File Number 0-29493 TEKRON, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 51-0395658 -------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 13123 POWAY ROAD, POWAY, CA 92064 ----------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (619) 692-5868 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 ------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock at the latest practicable date. As of September 30, 2000, the registrant had 4,104,000 shares of common stock, $.001 par value, issued and outstanding. 2 PART 1 FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS TEKRON, INC. (a Development Stage Company) BALANCE SHEETS UNAUDITED 6 Months Year Ended Ended 9/30/00 3/31/00 ASSETS CURRENT ASSETS CASH 726 4,873 ------------------ TOTAL CURRENT ASSETS 726 4,873 FIXED ASSETS ------------------ NET FIXED ASSETS 0 0 OTHER ASSETS ORGANIZATION COSTS 0 0 LESS AMORTIZATION 0 0 ------------------ TOTAL OTHER ASSETS 0 0 ------------------ TOTAL ASSETS 726 4,873 ================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES ------------------ TOTAL CURRENT LIABILITIES 0 0 LONG TERM LIABILITIES ------------------ TOTAL LONG TERM LIABILITIES 0 0 ------------------ TOTAL LIABILITIES 0 0 STOCKHOLDERS' EQUITY COMMON STOCK - $.001 par value 4,104 4,104 20,000,000 shares authorized, 4,104,000 issued and outstanding at 9/30/00 and 4,104,000 issued and outstanding at 3/31/00 ADDITIONAL PAID IN CAPITAL 5,016 5,016 BEGINNING RETAINED DEFICIT -4,247 -20 NET LOSS -4,147 -4,227 ------------------ ENDING RETAINED DEFICIT -8,394 -4,247 ------------------ TOTAL STOCKHOLDERS' EQUITY 726 4,873 ------------------ TOTAL LIAB & STOCKHOLDERS' EQUITY 726 4,873 ================== SEE NOTES TO FINANCIAL STATEMENTS 3 FINANCIAL STATEMENTS (continued) TEKRON, INC. STATEMENTS OF OPERATIONS (a Development Stage Company) UNAUDITED 5/31/94 6 Months 6 Months 3 Months 3 Months Year Year (Inception) Ended Ended Ended Ended Ended Ended To 9/30/00 9/30/99 6/30/00 6/30/99 3/31/00 3/31/99 9/30/99 REVENUE -------------------------------------------------------------------------------------- TOTAL REVENUE 0 0 0 0 0 0 0 DIRECT COSTS -------------------------------------------------------------------------------------- TOTAL COST OF GOODS SOLD 0 0 0 0 0 0 0 -------------------------------------------------------------------------------------- GROSS PROFIT 0 0 0 0 0 0 0 EXPENSES GENERAL, SELLING, AND ADMINISTRATIVE 862 0 4,147 0 4227 0 8394 -------------------------------------------------------------------------------------- TOTAL OPERATING EXPENSES 862 0 4,147 0 4,227 0 8,394 -------------------------------------------------------------------------------------- LOSS FROM OPERATIONS -862 0 -4,147 0 -4,227 0 -8,394 OTHER INCOME & EXPENSE -------------------------------------------------------------------------------------- TOTAL OTHER INCOME & EXPENSE 0 0 0 0 0 0 0 -------------------------------------------------------------------------------------- LOSS BEFORE TAXES -862 0 -4,147 0 -4,227 0 -8,394 -------------------------------------------------------------------------------------- NET LOSS -862 0 -4,147 0 -4,227 0 -8,394 ====================================================================================== NET LOSS PER SHARE -0.0002 NIL -0.0010 NIL -0.0010 NIL -0.0020 WEIGHTED AVERAGE NUMBER OF COMMON 4,104,000 4,104,000 4,104,000 4,104,000 4,104,000 4,104,000 4,104,000 SHARES OUTSTANDING SEE NOTES TO FINANCIAL STATEMENTS 4 FINANCIAL STATEMENTS (continued) TEKRON, INC. STATEMENTS OF CASH FLOWS (a Development Stage Company) UNAUDITED 5/31/94 6 Months 6 Months 3 Months 3 Months Year Year (Inception) Ended Ended Ended Ended Ended Ended To 9/30/00 9/30/99 6/30/00 6/30/99 3/31/00 3/31/99 9/30/00 CASH FLOWS FROM OPERATING ACTIVITIES NET LOSS -862 0 -4,147 0 -4,227 0 -8,394 ADJ TO RECONCILE NET LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES 0 0 0 0 0 0 20 ISSUE COMMON STOCK ------------------------------------------------------------------------------------ NET CASH USED IN OPERATING ACTIVITIES -862 0 -4,147 0 -4,227 0 -8,374 CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0 0 0 0 0 CASH FLOWS FROM FINANCING ACTIVITIES 0 0 0 0 0 0 9,100 ------------------------------------------------------------------------------------ NET INCREASE (DECREASE) -862 0 -4,147 0 -4,227 0 726 CASH BEGINNING OF PERIOD 1,588 9,100 4,873 9,100 9,100 9,100 0 ------------------------------------------------------------------------------------ CASH END OF PERIOD 726 9,100 726 9,100 4,873 9,100 726 SEE NOTES TO FINANCIAL STATEMENTS 5 FINANCIAL STATEMENTS (continued) NOTES TO FINANCIAL STATEMENTS 1. MANAGEMENT'S OPINION In the opinion of management, the accompanying financial statements contain all adjustments necessary to present fairly the financial position of the company as of September 30, 2000 and 1999, and the results of operations and cash flows for the six months ended September 30, 2000 and 1999, and the two years ended March 31, 2000 and 1999, and the period May 31, 1994 (Inception) to September 30, 2000. The accompanying financial statements have been adjusted as of September 30, 2000 as required by Item 310 (b) of Regulation S-B to include all adjustments which in the opinion of Management are necessary in order to make the financial statements not misleading. 2. INTERIM REPORTING The results of operations for the six months ended September 30, 2000 and 1999, are not necessarily indicative of the results to be expected for the remainder of the year. 3. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Organization and Nature of Operations The Company was incorporated in Delaware on May 31, 1994. The Company is a development stage company and has not conducted any business activities to date. The Company has selected March 31st as its fiscal year end. 4. Basis of Accounting The Company's policy is to use the accrual method of accounting and to prepare and present financial statements which conform to generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles 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 reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 5. Cash and equivalents For purpose of the statements of cash flows, all highly liquid investments with a maturity of six months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2000. 6 FINANCIAL STATEMENTS (continued) NOTES TO FINANCIAL STATEMENTS 6. Income Taxes Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. PART 1 FINANCIAL INFORMATION Management's Plan of Operations The Company maintains a cash balance sufficient to sustain corporate operations until such time as Management can raise the funding necessary to advance its business plan. The losses of $4147 through September 2000 were due to operating expenses including audit fees, office expenses and licenses and fees. Sales of the Company's equity securities have allowed the Company to maintain a positive cash flow balance. The Company's two year business plan encompasses the following steps to implement its marine service business plan: raise capital of $3,000,000 through the sale of common stock in the private placement by, selling 3,000,000 shares at $1.00 per share, to accredited or sophisticated investors during months four through six. During month seven, after raising capital, the Company intends to open one service site for boats in Los Angeles, and one in San Diego, California. During months seven through twelve, in order to operate both service sites, the Company intends to expend $60,000 for two manager-service technicians, $120,000 for four service assistants, $25,000 for two office clerical employees, $20,000 for inventory, $200,000 for the purchase and outfitting of four service vehicles, $600,000 for purchase of four service vessels, $10,000 for set-up and maintenance of the Company's web site, $125,000 for advertising, $30,000 for one marketing manager, $110,000 for purchase of computers and fixed assets, and $62,000 for rent and other operating expenses. Management has made initial progress in implementing its business plan by registering its Internet domain name on the Internet, applying for U.S. trademark protection, and plans to expand its web site in the third quarter of 2000. The Company will only be able to continue to advance its business plan after it receives capital funding through the sale of equity securities. After raising capital, Management intends to hire employees, rent commercial space in San Diego and Los Angeles, purchase vehicles and equipment, and begin development of its boat service operations. The Company intends to use its equity capital to fund the Company's business plan during the next twelve months as cash flow from sales is not estimated to begin until year two of its business plan. The Company will face considerable risk in each of its business plan steps, such as difficulty of hiring competent personnel within its budget, longer than anticipated development of its service vehicles and vessels, and a shortfall of funding due to 7 FINANCIAL STATEMENTS (continued) NOTES TO FINANCIAL STATEMENTS the Company's inability to raise capital in the equity securities market. If no funding is received during the next twelve months, the Company will be forced to rely on its existing cash in the bank and funds loaned by the directors and officers. The Company's officers and directors have not, as of the date of this filing loaned any funds to the Company. There are no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans. In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company 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 Not applicable. ITEMS 2-4: Not applicable ITEM 5: Information required in lieu of Form 8-K: None ITEM 6: Exhibits and Reports on 8-K: a) Exhibit # 27.1, "Financial Data Schedule" b) No reports on Form 8-K were filed during the fiscal quarter ended September 30, 2000 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. /s/ Andrew Chandler Dated: October 17, 2000 -------------------------------------------- Andrew Chandler President and Chief Executive Officer