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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)



|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended  January 31, 2003
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

OR



|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the transition period from  to
|----- | ---------------------------------------------------------------------------------------------------------------------------

Commission File No.: 09081

CERTRON CORPORATION

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|CALIFORNIA                                                     |  | 95-2461404                          
|                                                              
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                                       |  |           
|------------------------------------------------------ |  | ----------
|11845 W. Olympic Boulevard, Suite 1080 Los Angeles, CA |  | 90064     
|                                                      
|(Address of principal executive office)                |  | (Zip Code)

|                                                    |  |                | 
|--------------------------------------------------- |  | -------------- | 
|Registrants telephone number, including area code: |  | (310) 914-0300
|                                                    |  |               

N/A

---

Former name, former address and former fiscal year, if changed since last report.


Indicate by a 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 by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes   [  ]     No   [x]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of
Common Stock as of the latest practicable date:

3,128,306 shares of Common Stock, without par value, as of March 1, 2003





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TABLE OF CONTENTS



|                              |                                                                                              |                                            |  |  |  |  |  | 
|----------------------------- | -------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                
|                              |                                                                                              | CONSOLIDATED BALANCE SHEETS               
|                              |                                                                                              | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                              |                                                                                              | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                              |                                                                                              | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                          
|                              | Item 4. Controls and Procedures.                                                            
|PART II. OTHER INFORMATION   
|                              | Item 5. Exhibits and Report on Form 8-K                                                     
|SIGNATURE                    
|EXHIBIT 99.1                 



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PART I. FINANCIAL INFORMATION




Item 1. Financial Statements




CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
($ in Thousands)

|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |        |       |      |  
|------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------------------------------------------- | ------ | ----------- | ---- | ----------- | ------ | ----- | ---- | -
|                                      |                                                                                                                                  |                                            |                                                |        | January 31, |      | October 31,
|                                      |                                                                                                                                  |                                            |                                                |        | 2003        |      | 2002       
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |            
|                                      |                                                                                                                                  |                                            |                                                |        | (Unaudited) |      |             |        |      
|ASSETS                                |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|CURRENT ASSETS:                       |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      | Cash and cash equivalents                                                                                                        |                                            | $                                              | 559    |             |      | $           | 642    |      
|                                      | Trade accounts receivable, net                                                                                                   |                                            |                                                | 56     |             |      |             | 73     |      
|                                      | Inventories:                                                                                                                     |                                            |                                                |        |             |      |             |        |      
|                                      |                                                                                                                                  | Finished products                          |                                                |        | 82          |      |             |        | 252   |     
|                                      | Prepaid expenses                                                                                                                 |                                            |                                                | 62     |             |      |             | 49     |      
|                                      | Other current assets                                                                                                             |                                            |                                                | 28     |             |      |             | 33     |      
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      |                                                                                                                                  | Total current assets                       |                                                |        | 787         |      |             |        | 1,049 |     
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|EQUIPMENT AND LEASEHOLD IMPROVEMENTS: |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      | Machinery and equipment                                                                                                          |                                            |                                                | 55     |             |      |             | 55     |      
|                                      | Dies and molds                                                                                                                   |                                            |                                                | 314    |             |      |             | 314    |      
|                                      | Furniture, fixtures and
leasehold improvements                                                                                   |                                            |                                                | 152    |             |      |             | 152    |      
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      |                                                                                                                                  |                                            | 521                                            |        |             |      | 521         |       
|                                      |                                                                                                                                  |                                            | Less accumulated depreciation
and amortization |        |             | (505 | )           |        |       | (500 | )
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      |                                                                                                                                  |                                            | Net equipment and leasehold
improvements       |        |             | 16   |             |        |       | 21   |  
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|MARKETABLE SECURITIES                 |                                                                                                                                  |                                            | 61                                             |        |             |      | 119         |       
|OTHER ASSETS                          |                                                                                                                                  |                                            | 35                                             |        |             |      | 14          |       
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      |                                                                                                                                  | TOTAL ASSETS                               |                                                | $      | 899         |      |             | $      | 1,203 |     
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|LIABILITIES AND STOCKHOLDERS EQUITY  |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|CURRENT LIABILITIES:                  |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      | Accrued advertising                                                                                                              |                                            | $                                              | 16     |             |      | $           | 13     |      
|                                      | Accrued professional fees                                                                                                        |                                            |                                                | 23     |             |      |             | 32     |      
|                                      | Accrued payroll and related items                                                                                                |                                            |                                                | 22     |             |      |             | 26     |      
|                                      | Other accrued expenses                                                                                                           |                                            |                                                | 74     |             |      |             | 67     |      
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      |                                                                                                                                  | Total current liabilities                  |                                                |        | 135         |      |             |        | 138   |     
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|STOCKHOLDERS EQUITY:                 |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      | Preferred Stock, $1.00 par value,
authorized 500,000 shares, no
shares issued and outstanding                                    |                                            |                                                |        |             |      |             |        |      
|                                      | Common stock, no par value;
stated value $1.00 per share;
authorized 10,000,000 shares;
issued and outstanding, 3,128,000 shares |                                            |                                                | 3,128  |             |      |             | 3,128  |      
|                                      | Additional paid-in capital                                                                                                       |                                            |                                                | 1,824  |             |      |             | 1,824  |      
|                                      | Net unrealized loss on marketable
equity securities                                                                              |                                            |                                                | (80    | )           |      |             | (91    | )    
|                                      | Accumulated deficit                                                                                                              |                                            |                                                | (4,108 | )           |      |             | (3,796 | )    
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      |                                                                                                                                  | Total stockholders equity                 |                                                |        | 764         |      |             |        | 1,065 |     
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       
|                                      |                                                                                                                                  | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |                                                | $      | 899         |      |             | $      | 1,203 |     
|                                      |                                                                                                                                  |                                            |                                                |        |             |      |             |       

The accompanying notes are an integral part of these financial statements.

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CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in Thousands except Per Share Information)
(Unaudited)

|                                                     |                                   |   |                            |     |      |   |           |     | 
|---------------------------------------------------- | --------------------------------- | - | -------------------------- | --- | ---- | - | --------- | --- | 
|                                                     |                                   |   | For the Three Months Ended
|                                                     |                                   |   | January 31,               
|                                                     |                                   |   |                           
|                                                     |                                   |   | 2003                       |     | 2002
|                                                     |                                   |   |                            |     |     
|NET SALES                                            |                                   | $ | 99                         |     |      | $ | 205       |    
|COST OF PRODUCTS SOLD                                |                                   |   | 85                         |     |      |   | 180       |    
|                                                     |                                   |   |                            |     |      |   |           |    
|GROSS PROFIT                                         |                                   | $ | 14                         |     |      | $ | 25        |    
|COST AND EXPENSES                                    |                                   |   |                            |     |      |   |           |    
|                                                     | Reserve for inventory write down  |   |                            | 161 |      |   |           | 10  | 
|                                                     | Selling, general & administrative |   |                            | 164 |      |   |           | 209 | 
|                                                     | Depreciation and amortization     |   |                            | 5   |      |   |           | 5   | 
|                                                     |                                   |   |                            |     |      |   |           |    
|                                                     | Total costs and expenses          |   |                            | 330 |      |   |           | 224 | 
|                                                     |                                   |   |                            |     |      |   |           |    
|Loss before other income and expenses                |                                   |   | (316                       | )   |      |   | (199      | )  
|Realized gain on Marketable Securities               |                                   |   |                           |     |      |   |          |    
|Other income  Interest (net)                        |                                   |   | 3                          |     |      |   | 6         |    
|                                                     |                                   |   |                            |     |      |   |           |    
|Net loss before provision for income taxes           |                                   | $ | (313                       | )   |      | $ | (193      | )  
|Provision for taxes                                  |                                   |   |                           |     |      |   |          |    
|                                                     |                                   |   |                            |     |      |   |           |    
|Loss from continuing operations                      |                                   | $ | (313                       | )   |      | $ | (193      | )  
|Gain (loss) from discontinued operations             |                                   |   |                           |     |      |   |          |    
|                                                     |                                   |   |                            |     |      |   |           |    
|Net loss                                             |                                   |   | (313                       | )   |      |   | (193      | )  
|OTHER COMPREHENSIVE INCOME (LOSS):                   |                                   |   |                            |     |      |   |           |    
|Unrealized gain on Marketable Securities             |                                   |   | 11                         |     |      |   | 20        |    
|                                                     |                                   |   |                            |     |      |   |           |    
|Comprehensive loss                                   |                                   | $ | (302                       | )   |      | $ | (173      | )  
|                                                     |                                   |   |                            |     |      |   |           |    
|PER SHARE INFORMATION:                               |                                   |   |                            |     |      |   |           |    
|Basic net loss per share                             |                                   | $ | (0.10                      | )   |      | $ | (0.06     | )  
|                                                     |                                   |   |                            |     |      |   |           |    
|Diluted net loss per share                           |                                   | $ | (0.10                      | )   |      | $ | (0.06     | )  
|                                                     |                                   |   |                            |     |      |   |           |    
|Weighted average number of common shares
outstanding |                                   |   | 3,128,000                  |     |      |   | 3,128,000 |    
|                                                     |                                   |   |                            |     |      |   |           |    

The accompanying notes are an integral part of these financial statements.

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CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in Thousands)
(Unaudited)

|                                                     |                                                                            |                                              |     |                    |      |      |       |      |     |  
|---------------------------------------------------- | -------------------------------------------------------------------------- | -------------------------------------------- | --- | ------------------ | ---- | ---- | ----- | ---- | --- | -
|                                                     |                                                                            |                                              |     | Three Months Ended
|                                                     |                                                                            |                                              |     | January 31,       
|                                                     |                                                                            |                                              |     |                   
|                                                     |                                                                            |                                              |     | 2003               |      | 2002
|                                                     |                                                                            |                                              |     |                    |      |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                            |                                              |     |                    |      |      |       |     
|                                                     | Net loss                                                                   |                                              | $   | (313               | )    |      | $     | (193 | )  
|                                                     |                                                                            |                                              |     |                    |      |      |       |     
|                                                     | Adjustment to reconcile net loss
to net cash used in
operating activities: |                                              |     |                    |      |      |       |      |    
|                                                     |                                                                            | Depreciation and amortization                |     |                    | 5    |      |       |      | 5   |  
|                                                     |                                                                            | Changes in operating assets and liabilities: |     |                    |      |      |       |      |     |  
|                                                     |                                                                            | Decrease in notes receivable                 |     |                    |     |      |       |      | 33  |  
|                                                     |                                                                            | Decrease in trade accounts receivable        |     |                    | 17   |      |       |      | 76  |  
|                                                     |                                                                            | (Increase) Decrease in inventories           |     |                    | 170  |      |       |      | (12 | )
|                                                     |                                                                            | (Increase) Decrease in other assets          |     |                    | (29  | )    |       |      | 22  |  
|                                                     |                                                                            | Decrease in current liabilities              |     |                    | (3   | )    |       |      | (21 | )
|                                                     |                                                                            |                                              |     |                    |      |      |       |     
|                                                     |                                                                            | Net cash used in continuing operations       |     |                    | (153 | )    |       |      | (90 | )
|                                                     | Decrease in net assets of
discontinued operations                          |                                              |     |                   |      |      |       | 12   |    
|                                                     |                                                                            |                                              |     |                    |      |      |       |     
|                                                     | Net cash used in operating activities                                      |                                              |     | (153               | )    |      |       | (78  | )  
|                                                     |                                                                            |                                              |     |                    |      |      |       |     
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                            |                                              |     |                    |      |      |       |     
|                                                     | Proceeds from sale of marketable securities                                |                                              |     | 70                 |      |      |       | 81   |    
|                                                     | Purchase of marketable securities                                          |                                              |     |                    |      |      |       | (4   | )  
|                                                     |                                                                            |                                              |     |                    |      |      |       |     
|                                                     | Net cash provided by
investing activities                                  |                                              |     | 70                 |      |      |       | 77   |    
|                                                     |                                                                            |                                              |     |                    |      |      |       |     
|NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS |                                                                            |                                              | (83 | )                  |      |      | (1    | )   
|CASH AND CASH EQUIVALENTS, beginning of period       |                                                                            |                                              | 642 |                    |      |      | 1,075 |     
|                                                     |                                                                            |                                              |     |                    |      |      |       |     
|CASH AND CASH EQUIVALENTS, end of period             |                                                                            | $                                            | 559 |                    |      | $    | 1,074 |     
|                                                     |                                                                            |                                              |     |                    |      |      |       |     

The accompanying notes are an integral part of these financial statements.

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CERTRON CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended January 31, 2003
(Unaudited)

NOTE A  BASIS OF PRESENTATION

The accompanying financial statements and footnotes have been condensed and
therefore do not contain all disclosures required by generally accepted
accounting principles. The interim financial statements are unaudited;
however, in the opinion of Certron Corporation (the Company), the interim
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. Results for interim periods are not necessarily indicative of
those to be expected for the full year. For the year ended October 31, 2002,
the Company reported a net loss from continuing operations of $945,000 on sales
of $750,000.

NOTE B   MARKETABLE EQUITY SECURITIES

Management determines the appropriate classification of its investments in debt
and equity securities at the time of purchase and reevaluates such
determination at each balance sheet date. Securities classified as
available-for-sale are carried at fair value, with the unrealized gains and
losses, net of tax, reported as a separate component of stockholders equity.
At January 31, 2003 the Company had no investments that qualified as trading or
held to maturity.

Marketable equity securities are valued based on quoted market prices. The
cost of securities sold is determined by the specific identification of cost
method.

NOTE C  LOSS OF MAJOR CUSTOMER

As discussed in the Companys Annual Report on Form 10-K for the year ended
October 31, 2002, the Company expected to lose the business of its largest
customer. The loss of the largest customer was confirmed in the first quarter
of fiscal 2003, and with the exception of merchandise that has been ordered for
delivery in March, future orders are expected to be nominal.

During the quarter ended January 31, 2003, the Company experienced a much more
severe decline in sales than was expected. This decline was largely a result
of the loss of its major customer and the lack of new customers to replace a
portion of those sales. Due to these circumstances, the Company deemed the
salability of its inventory to be greatly diminished and has increased its
reserve for obsolescence by $161,000 during the quarter.

NOTE D  Legal Proceedings

The Company was notified by a letter dated June 2, 2000 received June 6, 2000
that the Company may have a potential liability from waste disposal in the
Casmalia Disposal site at Santa Barbara County, California. The Company was
given a choice of either signing an agreement that would toll the statute of
limitations for eighteen (18) months in order to allow the Company to resolve
any liability with the government without incurring costs associated with being
named a defendant in a lawsuit, or becoming an immediate defendant in a
lawsuit. The

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Company signed the tolling agreement. On November 20, 2001, the tolling
agreement was extended for an additional 18 months. While the amount which
will be required to settle this matter is not expected to be material, Certron
is unable to estimate the amount that may be required to settle this matter.
The Company is waiting for communication from the government concerning
settlement of this claim. The statement that the Company does not expect the
amount to be material is a forward-looking statement which involves risks and
uncertainties that could cause actual results to differ, include, among others
things, an increase in the alleged amount of waste disposal by the Company at
the site over that which is alleged in the letter of June 2, 2000 or a refusal
by the government to settle based upon the amount of waste disposal by the
Company.

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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operation

LIQUIDITY AND CAPITAL RESOURCES

As set forth in the following chart, the Companys current ratio was 5.83
to 1 at January 31, 2003.

|                |  |           |         |           |  |   |         | 
|--------------- |  | --------- | ------- | --------- |  | - | ------- | 
|                |  | 01/31/03  |         | 10/31/02 
|                |  |           |         |          
|Working capital |  | $         | 652,000 |           |  | $ | 911,000 | 
|Current ratio   |  | 5.83 to 1 |         | 7.60 to 1

The Companys liquidity has been supplied from internally generated funds.
The Company believes that it will be able to fund its existing business out of
current cash flow without the necessity of bank borrowing. At January 31,
2003, the Company had no material commitments for capital expenditures.

The intense competition in the magnetic media field has made it difficult
for the Company to maintain prices on its magnetic media products and has
continually reduced the Companys margins on these products. As a result, the
Company has discontinued sales of certain magnetic media products and refused
to sell magnetic media products at prices not resulting in certain minimum
margin returns. In addition, the release of the digital video disk system and
other digital products is having an adverse impact on the Companys magnetic
media sales and, depending upon price and the amount of hardware sales, will
have a material adverse impact on the Companys operations in the future as
sales of digital products increases. The Company does not believe that price
competition in the magnetic media field or sales of digital products will
lessen in the foreseeable future and, therefore, there may not presently be
meaningful opportunities for it to substantially increase its sales and
operating profit through its traditional outlets.

Over the past several years, in an attempt to increase its sales and
operating profits the Company has investigated several companies for possible
purchase. None of these companies were found to be satisfactory for
acquisition by the Company. The Company is continuing its search for an
acquisition of a product line or lines or business and investigating other
opportunities for increasing shareholder value, including strategic alliances
and the sale of its business. There can be no assurance, however, that the
Company will be successful in any of these endeavors.

RESULTS OF OPERATIONS

First Quarter Fiscal 2003 compared to First Quarter Fiscal 2002

During the first quarter of fiscal 2003, the Company had a net loss from
continuing operations of $313,000, compared to a net loss from continuing
operations of $193,000 in the first quarter of fiscal 2002. The increase in the
net loss from continuing operations for the first quarter of fiscal 2003
compared to the net loss from continuing operations in the first quarter of
2002 was due to a decrease in magnetic media sales of $106,000 from $205,000 in
the first quarter of 2002 to $99,000 in the first quarter of 2003.

Net sales from continuing operations were $99,000 for the first quarter of
2003 as compared to sales of $205,000 in the first quarter of 2002. The
decrease of $106,000 or 52% was primarily the result of the decrease in sales
on video

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cassettes of $17,000, mini and micro cassettes of $40,000, audio cassettes
of $5,000 and other magnetic media products of $44,000. The Company expects the
sales in the second quarter of fiscal 2003 to be less than the sales in the
first quarter of fiscal 2003.

As mentioned in Note C to Financial Statements and as discussed in the
Companys Annual Report on Form 10-K for the year ended October 31, 2002, the
Company expected to lose the business of its largest customer. The loss of the
largest customer was confirmed in the first quarter of fiscal 2003, and with
the exception of merchandise that has been ordered for delivery in March,
future orders are expected to be nominal.

During the quarter ended January 31, 2003, the Company experienced a much
more severe decline in sales than was expected. This decline was largely a
result of the loss of its major customer and the lack of new customers to
replace a portion of those sales. Due to these circumstances, the Company
deemed the salability of its inventory to be greatly diminished and has
increased its reserve for obsolescence by $161,000 during the quarter.

Gross margins decreased by $11,000 for the quarter ended January 31, 2003,
from $25,000 in the first quarter of fiscal 2002 to $14,000 in the first
quarter of fiscal 2003. The primary reason for the decline was due to
decreased magnetic media sales.

The Company has not recorded a provision for federal income tax for first
quarter of 2003 due to utilization of net operating loss carry forward to
offset taxable income.

The Company invests cash not needed in operations in publicly traded
common stocks of other companies, and may purchase additional common stocks in
the future. Investments in common stocks are subject to risks of the market,
and market prices may fluctuate and be adversely affected by the operating
results of the issuer, as well as general economic, political and market
conditions. As of January 31, 2003, the Company held common stocks which had a
cost of approximately $141,000 and market value of approximately $61,000.

In accordance with Generally Accepted Accounting Principles, the Company
has recorded the value of its investments in marketable securities on its
Balance
Sheet at market value and this decrease of approximately $80,000 is reflected
in
stockholders equity as an unrealized holding loss. If the Company sells these
securities, the Company will recognize a loss in its statement of operations
equal to the amount of the decrease. Although the Company presently intends to
hold these securities, if, on account of its capital requirements or for any
other reason, the Company should decide to liquidate these or other investments
at a time when their market value is less than their cost, the Company would
recognize a loss which could adversely affect the results of operations for the
period in which the sale occurs.

Forward-Looking Statements

The Companys statements herein which are not historical facts, including
the statement as to the Companys sales in the second quarter of the 2003
fiscal year are forward-looking statements. These statements involve risks and
uncertainties that could cause actual results to differ materially from these
forward-looking statements. Factors which could cause actual results to differ
materially include economic conditions, the Companys success in maintaining
its current customer base, the obtaining of increased orders from its existing
customers, the Companys ability to obtain additional customers and business,
pricing factors and competition.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.




Item 4. Controls and Procedures.

Within the ninety-day period prior to the filing of this report, an
evaluation was carried out by the Companys chief executive officer and chief
financial officer of the effectiveness of the design and operation of the
Companys disclosure controls and procedures (as defined in Rule 13a-14c of the
Securities Exchange Act of 1934). Based upon that evaluation, the chief
executive officer and the chief financial officer concluded that the design and
operation of these disclosure controls and procedures were effective. No
significant changes were made in the Companys internal controls or other
factors that could significantly affect these controls subsequent to the date
of their evaluation.

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PART II. OTHER INFORMATION






| | Item 5. |  | Exhibits and Report on Form 8-K                                                                                                
| | ------- |  | -------------------------------------------------------------------------------------------------------------------------------
|
| | (a)     |  | Exhibits:                                                                                                                      
|
| |         |  | 99.1  Certification of Chief Executive Officer and Chief
Financial Officer under Section 906 of the Sarbanes-Oxley
Act of 2002.
|
| | (b)     |  | Reports on Form 8-K:                                                                                                           
|
| |         |  | During the quarter ended January 31, 2003, no reports on Form
8-K were filed.                                                  

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

|      |  |                |  |                                                                                           
|----- |  | -------------- |  | ------------------------------------------------------------------------------------------
|      |  |                |  | CERTRON CORPORATION                                                                       
|      |  |                |  |                                                                                           
|Date: |  | March 13, 2003 |  | /s/   Marshall I. Kass                                                                    
|      |  |                |  |                                                                                           
|      |  |                |  | Marshall I. Kass
Chairman of the Board
Chief Executive Officer and
Chief Financial Officer

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##### Table of Contents



CERTIFICATIONS

I, Marshall I. Kass, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Certron Corporation;

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 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. The registrants other certifying officers and 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.

Date: March 13, 2003



| | /s/   Marshall I. KassMarshall I. Kass,
Chairman of the Board,
Chief Executive Officer and
Principal Financial Officer
| | ----------------------------------------------------------------------------------------------------------------------

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