UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB/A
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 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.
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(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
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(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 [ ]
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:
June 30, 2003: 34,895,000 common shares
Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]
1
Tekron, Inc.
Form 10-QSB/A for the Quarter ended June 30, 2003
Table of Contents
Part I - Financial Information Page
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis of 10
Plan of Operation
Item 3 Controls and Procedures 11
Part II - Other Information
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Item 6 Exhibits and Reports on Form 8-K 12
Signatures 13
2
PART I
FINANCIAL INFORMATION
Item 1 - Financial Statements
Tekron, Inc.
(A Development Stage Company)
Balance Sheet
ASSETS
June March
30, 31,
2003 2003
- ------------------------------------------------------------------------------
(Unaudited)
Current Assets
Cash $ - $ 1,311
------- -------
Total Assets $ - $ 1,311
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable - Trade $ 23,312 $ 8,213
Advances from Officers 95,582 85,247
--------- -------
Total Current Liabilities 118,894 93,460
--------- -------
Stockholders' Equity
Common stock - $0.001 par value
100,000,000 shares, authorized
- - Issued and outstanding - 34,895,00
(March 31, 2003 - 34,895,000) 34,895 34,895
Additional paid-in capital 282,225 282,225
Deficit accumulated during the development
stage (436,014) (409,269)
--------- -------
Total Stockholders' Equity (118,894) (92,149)
--------- -------
Total Liabilities and Stockholders'
Equity $ - $ 1,311
========= =======
The accompanying notes are an integral part of these financial statements.
3
Tekron, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception
Three Months Ended May 31, 1994 to
June 30, June 30
2003 2002 2003
INCOME $ - $ - $ -
------ ------- ------
OPERATING EXPENSES
Consulting Fees - 280,000 308,000
Amortization Expenses - - -
Administrative Expenses 26,745 15,338 128,014
------- ------- -------
Total Operating Expenses 26,745 295,338 436,014
------- ------- -------
Net Loss from Operations $(26,745)$(295,338)$(436,014)
======= ======= =======
Weighted average number of
shares outstanding 8,723,750 4,433,462
========== =========
Net Loss Per Share $ (.003) $ (.07)
======== =======
The accompanying notes are an integral part of these financial
statements.
4
Tekron, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception
THREE MONTHS ENDED May 31, 1994
June 30, To June 30,
2003 2002 2003
------------------------------------
Cash Flows From Operating Activities
Net loss $ (26,745) $(295,338) $ (436,014)
Adjustments to reconcile net loss to
net cash used operating activities:
Stock issued for services - 280,000 308,000
Changes in assets and liabilities
Increase(decrease) in Accounts payable 15,099 5,124 23,312
------- ------ -------
15,099 285,124 331,312
------- ------- -------
Net Cash Used in Operating Activities (11,646) (10,214) (104,702)
------- ------- -------
Cash Flow From Financing Activities
Issuance of stock for cash - - 9,120
Advances from Officers 10,335 10,214 95,582
------- ------- -------
Net Cash Provided By Financing
Activities 10,335 10,214 104,702
------- ------- -------
Change in Cash (1,311) - -
Cash and Cash Equivalents - Beginning
of period 1,311 - -
------- ------- -------
Cash and Cash Equivalents - End
of period $ - $ - $ -
======= ======== =======
Supplemental Cash Flow Information
Interest paid $ - $ - $ -
======= ======== =======
Taxes paid $ - $ - $ -
======= ======== =======
The accompanying notes are an integral part of these financial
statements
5
Tekron, Inc.
(A Development Stage Company)
Notes to Interim Financial Statements
(Unaudited)
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 June 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 June
30, 2003.
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. This agreement has not been finalized.
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 $95,582 from time of inception, primarily from the Company's
president, Mr. Luigi Brun.
On June 19, 2003, Tekron entered into a potential 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.
6
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
$436,014.
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 June 30, 2003 and the results of operations for the six
month periods have been made to not make the interim financial statements
misleading.
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.
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
$436,014.
Because of the Company's lack of operating assets, the Company's
continuance is fully dependent on either future sales of securities or upon its
current management and/or advances or loans from significant stockholders or
corporate officers to provide sufficient working capital to preserve the
integrity of the corporate entity during the development phase.
There is no assurance that the Company will be able to obtain additional
funding through the sales of additional securities or, that such funding, if
available, will be obtained on terms favorable to or affordable by the Company.
It is the intent of management and significant stockholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity. However, there is no legal obligation for either
management or significant stockholders to provide additional future funding.
Note D - Summary of Significant Accounting Policies
1. Currency Translation
The Company incurs expenses in both US dollar (US$) 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.
7
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. Income Taxes
The Company utilizes the asset and liability method of accounting for
income taxes. At June 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 June 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.
4. 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 June 30, 2003 and 2002, respectively, the Company had no
warrants and/or options outstanding.
Note E - Fair Value of Financial Instruments
The carrying amounts of accounts payable and advances from officers,
approximates fair value due to the short term nature of these items.
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, 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 three months ended
June 30, 2003 and 2002 and for the period from May 31, 1994 (date of inception)
through June 30, 2003, respectively, are as follows:
June 30, June 30,
2003 2002 Cumulative
-------- -------- ----------
Federal:
Current $ -- $ -- $ --
Deferred -- -- --
------- ------ ------
-- -- --
------- ------ ------
State:
Current -- -- --
Deferred -- -- --
------- ------ ------
-- -- --
------- ------ ------
Total $ -- $ -- $ --
======= ====== ======
As of June 30, 2003, the Company has a net operating loss carryforward of
approximately $436,014 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 June 30, 2003 due to net losses by the Company. As of June
30, 2003, the Company had net loss carryforwards of $436,014. The operating loss
carryforwards begin to expire in 2015.
8
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 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 as a
non-cash expense in the accompanying financial statements.
On May 24, 2002, 3,000,000 shares at a par value of $.001 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 totalling 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.
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.
On behalf of Tekron, Inc., Ms. M. Maras transferred 200,000 shares of common
stock at a par value of $0.001 to Daily Financial.com, Inc., in full payment of
the one-year contract, which is now complete.
9
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 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:
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 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 Ernst Manning leading
Canadian scientist award in 1986. Dr. Insell will also serve as technical
advisor to the Company.
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.
10
For the three months ended June 30, 2003 and 2002, respectively, the
Company incurred net operating losses of $26,745 and $295,338 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 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 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.
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.
Nothwithstanding 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.
11
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
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.
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 31.2 - Certification pursuant to Section of the Sorbanes-
Oxley Act of 2002 - Donald Douglas
Exhibit 32.1 - Certification by Luigi Brun, President,
pursuant to Section 906 of the Sorbanes-Oxley
Act of 2002.
Exhibit 32.2 - Certification by Donald Douglas, Chief Financial
Officer, pursuant to Section 906 of the Sorbanes-
Oxley Act of 2002.
12
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.
Dated: January 16, 2004 /s/ Luigi Brun
--------------------------------
Luigi Brun
President
Dated: January 16, 2004 s/s Donald Douglas,
-----------------------------
Donald Douglas
Chief Financial Officer
13
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. 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 procedure to ensure that material
information relating to 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's 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'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/ Luigi Brun
---------------------------------------------
Luigi Brun
President
January 16, 2004
14
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SORBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Donald Douglas, 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. 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 procedure to ensure that material
information relating to 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's 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'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/ Donald Douglas
---------------------------------------------
Donald Douglas
Chief Financial Officer
January 16, 2004
15
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 three months ended June 30,
2003 as filed with the Securities and Exchange Commission (the "Report"), I,
Luigi Brun President, 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/ Luigi Brun
-------------------------------------------
Luigi Brun
President
January 16, 2004
16
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE S0RBANES-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 three months ended June 30,
2003 as filed with the Securities and Exchange Commission (the "Report"), I,
Donald Douglas 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/ Donald Douglas
-------------------------------------------
Donald Douglas
Chief Financial Officer
January 16, 2004.
17