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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 15d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|--- | --------------------------------------------------------------------------------------



| | For the quarterly period ended January 31, 2002
| | -----------------------------------------------

OR



|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|----- | ----------------------------------------------------------------------------------------



| | For 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.)

|                                         |  |           
|---------------------------------------- |  | ----------
|1545 Sawtelle Boulevard, Los Angeles, CA |  | 90025     
|                                        
|(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  [   ] 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, 2002



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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                          
|PART II. OTHER INFORMATION   
|                              | Item 4. Exhibits and Report on Form 8-K                                                     
|SIGNATURES                   



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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,
|                                      |  |                                                                                                                                  |                                                |                                                |        | 2002        |       | 2001       
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  |                                                |                                                |        | (Unaudited)
|ASSETS                                |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|CURRENT ASSETS:                       |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  | Cash and cash equivalents                      |                                                | $      | 1,074       |       |             | $      | 1,075 |      
|                                      |  |                                                                                                                                  | Notes Receivable                               |                                                |        | 66          |       |             |        | 99    |      
|                                      |  |                                                                                                                                  | Trade accounts receivable, net                 |                                                |        | 53          |       |             |        | 129   |      
|                                      |  |                                                                                                                                  | Inventories:                                   |                                                |        |             |       |             |        |       |      
|                                      |  |                                                                                                                                  |                                                | Finished products                              |        |             | 665   |             |        |       | 653   |  
|                                      |  |                                                                                                                                  | Other current assets                           |                                                |        | 59          |       |             |        | 81    |      
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  |                                                | Total current assets                           |        |             | 1,917 |             |        |       | 2,037 |  
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|EQUIPMENT AND LEASEHOLD IMPROVEMENTS: |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  | Machinery and equipment                        |                                                |        | 132         |       |             |        | 132   |      
|                                      |  |                                                                                                                                  | Dies and molds                                 |                                                |        | 317         |       |             |        | 317   |      
|                                      |  |                                                                                                                                  | Furniture, fixtures and
leasehold improvements |                                                |        | 175         |       |             |        | 175   |      
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  | 624                                            |                                                |        |             | 624   |            
|                                      |  |                                                                                                                                  |                                                | Less accumulated depreciation
and amortization |        |             | (591  | )           |        |       | (586  | )
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  |                                                | Net equipment and leasehold
improvements       |        |             | 33    |             |        |       | 38    |  
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|MARKETABLE SECURITIES                 |  |                                                                                                                                  | 56                                             |                                                |        |             | 113   |            
|OTHER ASSETS                          |  |                                                                                                                                  | 20                                             |                                                |        |             | 20    |            
|NET ASSETS OF DISCONTINUED OPERATION  |  |                                                                                                                                  | 0                                              |                                                |        |             | 12    |            
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  |                                                | TOTAL ASSETS                                   |        | $           | 2,026 |             |        | $     | 2,220 |  
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|LIABILITIES AND STOCKHOLDERS EQUITY  |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|CURRENT LIABILITIES:                  |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  | Accrued advertising                                                                                                              |                                                | $                                              | 45     |             |       | $           | 37     |      
|                                      |  | Accrued professional fees                                                                                                        |                                                |                                                | 34     |             |       |             | 35     |      
|                                      |  | Accrued payroll and related items                                                                                                |                                                |                                                | 27     |             |       |             | 54     |      
|                                      |  | Other accrued expenses                                                                                                           |                                                |                                                | 79     |             |       |             | 80     |      
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  |                                                | Total current liabilities                      |        |             | 185   |             |        |       | 206   |  
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|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                                                                              |                                                |                                                | (67    | )           |       |             | (87    | )    
|                                      |  | Accumulated deficit                                                                                                              |                                                |                                                | (3,044 | )           |       |             | (2,851 | )    
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  |                                                | Total stockholders equity                     |        |             | 1,841 |             |        |       | 2,014 |  
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            
|                                      |  |                                                                                                                                  |                                                | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY     |        | $           | 2,026 |             |        | $     | 2,220 |  
|                                      |  |                                                                                                                                  |                                                |                                                |        |             |       |            

The accompanying notes are 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,   
|                                                     |  |                                   |           |   |                     
|                                                     |  |                                   |           |   | 2002                 |   | 2001     
|                                                     |  |                                   |           |   |                      |   |          
|NET SALES                                            |  | $                                 | 205       |   |                      | $ | 424       |  
|                                                     |  |                                   |           |   |                      |   |           |  
|COST AND EXPENSES                                    |  |                                   |           |   |                      |   |           |  
|                                                     |  | Cost of products sold             |           |   | 190                  |   |           |   | 326 | 
|                                                     |  | Selling, general & administrative |           |   | 209                  |   |           |   | 232 | 
|                                                     |  | Depreciation and amortization     |           |   | 5                    |   |           |   | 14  | 
|                                                     |  |                                   |           |   |                      |   |           |  
|                                                     |  | Total costs and expenses          |           |   | 404                  |   |           |   | 572 | 
|                                                     |  |                                   |           |   |                      |   |           |  
|Loss before other income and expenses                |  |                                   | (199      | ) |                      |   | (148      | )
|Realized gain on Marketable Securities               |  |                                   |          |   |                      |   | 5         |  
|Other income  Interest (net)                        |  |                                   | 6         |   |                      |   | 22        |  
|                                                     |  |                                   |           |   |                      |   |           |  
|Net loss before provision for income taxes           |  |                                   | ($193     | ) |                      |   | ($121     | )
|Provision for taxes                                  |  |                                   |          |   |                      |   | 1         |  
|                                                     |  |                                   |           |   |                      |   |           |  
|Loss from continuing operations                      |  |                                   | ($193     | ) |                      |   | ($122     | )
|Gain (loss) from discontinued operations             |  |                                   |          |   |                      |   |          |  
|                                                     |  |                                   |           |   |                      |   |           |  
|Net loss                                             |  |                                   | (193      | ) |                      |   | (122      | )
|OTHER COMPREHENSIVE INCOME (LOSS):                   |  |                                   |           |   |                      |   |           |  
|Unrealized gain on Marketable Securities             |  |                                   | 20        |   |                      |   | 20        |  
|                                                     |  |                                   |           |   |                      |   |           |  
|Comprehensive loss                                   |  |                                   | ($173     | ) |                      |   | ($102     | )
|                                                     |  |                                   |           |   |                      |   |           |  
|PER SHARE INFORMATION:                               |  |                                   |           |   |                      |   |           |  
|Basic net loss per share                             |  |                                   | ($0.06    | ) |                      |   | ($0.04    | )
|                                                     |  |                                   |           |   |                      |   |           |  
|Diluted net loss per share                           |  |                                   | ($0.06    | ) |                      |   | ($0.04    | )
|                                                     |  |                                   |           |   |                      |   |           |  
|Weighted average number of common shares
outstanding |  |                                   | 3,128,000 |   |                      |   | 3,128,000 |  
|                                                     |  |                                   |           |   |                      |   |           |  

The accompanying notes are 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,
|                                                     |                                                                            |                                              |       |                               
|                                                     |                                                                            |                                              |       | 2002                           |     | 2001
|                                                     |                                                                            |                                              |       |                                |     |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                            |                                              |       |                                |     |      |       |      
|                                                     | Net loss                                                                   |                                              |       | ($193                          | )   |      |       | ($122 | )  
|                                                     |                                                                            |                                              |       |                                |     |      |       |      
|                                                     | Adjustment to reconcile net loss
to net cash used in
operating activities: |                                              |       |                                |     |      |       |       |    
|                                                     |                                                                            | Depreciation and amortization                |       |                                | 5   |      |       |       | 15  |  
|                                                     |                                                                            | Changes in operating assets and liabilities: |       |                                |     |      |       |       |     |  
|                                                     |                                                                            | Decrease in notes receivable                 |       |                                | 33  |      |       |       |    |  
|                                                     |                                                                            | Decrease in trade accounts receivable        |       |                                | 76  |      |       |       |    |  
|                                                     |                                                                            | (Increase) Decrease in inventories           |       |                                | (12 | )    |       |       | 14  |  
|                                                     |                                                                            | Decrease in other assets                     |       |                                | 22  |      |       |       | 15  |  
|                                                     |                                                                            | Decrease in accrued expenses                 |       |                                | (21 | )    |       |       | (8  | )
|                                                     |                                                                            |                                              |       |                                |     |      |       |      
|                                                     |                                                                            | Net cash used in continuing operations       |       |                                | (90 | )    |       |       | (86 | )
|Decrease in net assets of
discontinued operations    |                                                                            |                                              | 12    |                                |     |      |      |      
|                                                     |                                                                            |                                              |       |                                |     |      |       |      
|Net cash used in operating activities                |                                                                            |                                              | (78   | )                              |     |      | (86   | )    
|                                                     |                                                                            |                                              |       |                                |     |      |       |      
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                            |                                              |       |                                |     |      |       |      
|                                                     |                                                                            | Proceeds from sale of marketable securities  |       |                                | 81  |      |       |       | 176 |  
|                                                     |                                                                            | Purchase of marketable securities            |       |                                | (4  | )    |       |       | (33 | )
|                                                     |                                                                            |                                              |       |                                |     |      |       |      
|                                                     |                                                                            | Net cash provided by
investing activities    |       |                                | 77  |      |       |       | 143 |  
|                                                     |                                                                            |                                              |       |                                |     |      |       |      
|NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS |                                                                            |                                              | (1    | )                              |     |      | 57    |      
|CASH AND CASH EQUIVALENTS, beginning of period       |                                                                            |                                              | 1,075 |                                |     |      | 1,559 |      
|                                                     |                                                                            |                                              |       |                                |     |      |       |      
|CASH AND CASH EQUIVALENTS, end of period             |                                                                            | $                                            | 1,074 |                                |     | $    | 1,616 |      
|                                                     |                                                                            |                                              |       |                                |     |      |       |      

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, 2002
(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, 2001,
the Company reported a net loss from continuing operations of $451,000 on sales
of $1,475,000 and a net loss from discontinued operations of $30,000 on sales
of $603,000.

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 available for sale are
carried at fair value, with the unrealized gains and losses, net of tax,
reported in a separate component of stockholders equity. At January 31, 2002
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  NOTES RECEIVABLE

A custom-assembly customer issued a promissory note to the Company for
outstanding accounts in the amount of $109,490 payable in ten equal monthly
installments at 10% interest with the first payment due on October 15, 2001 and
the final payment due on July 1, 2002. The balance is $65,694.45 as of January
31, 2002. All payments were current as of February 28, 2002.

NOTE D  DISCONTINUED OPERATIONS

On September 7, 2001, the Company closed its Mexicali, Mexico plant and its
contract assembly operations which were conducted at that facility. In the
opinion of the management, all expenses associated with the closing of Mexico
operation were either paid or fully accrued in fiscal 2001. The assets in the
Mexicali, Mexico facility consists primarily of accounts receivable and fixed
assets.

Disposition of the Mexicali facility, represents the disposal of a business
segment under Accounting Principles Board (AFB) Opinion No. 30. Accordingly,
results of this operation have been classified as discontinued, and prior
periods have been restated. Operating results of the Mexicali facility for the
quarter ending January 31, 2001 are shown separately in the accompanying income
statement. The income statement for the quarter ending January 31, 2001 has
been restated and operating results of the segment are also shown separately.



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Net sales and income from the discontinued operations are as follows:

|                                            |  |      |   |      |  |  |         | 
|------------------------------------------- |  | ---- | - | ---- |  |  | ------- | 
|                                            |  | 2002 |   | 2001
|                                            |  |      |   |     
|Net sales                                   |  |      |  |      |  |  | 175,000 | 
|Loss from discontinued operations           |  |      |  |      |  |  |        | 
|Loss on disposal of discontinued operations |  |      |  |      |  |  |        | 
|Income tax expense                          |  |      |  |      |  |  |        | 
|Net loss from discontinued operations       |  |      |  |      |  |  |        | 

NOTE E  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 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 10.36
to 1 at January 31, 2002.

|                |  |            |           |           |  |   |           | 
|--------------- |  | ---------- | --------- | --------- |  | - | --------- | 
|                |  | 01/31/02   |           | 10/31/01 
|                |  |            |           |          
|Working capital |  | $          | 1,732,000 |           |  | $ | 1,831,000 | 
|Current ratio   |  | 10.36 to 1 |           | 9.89 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,
2002, 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. The Company does not believe that price competition in the
magnetic media field 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 2002 compared to First Quarter Fiscal 2001

During the first quarter of fiscal 2002, the Company had a net loss from
continuing operations of $193,000, compared to a net loss from continuing
operations of $122,000 in the first quarter of fiscal 2001. The increase in the
net loss from continuing operations for the first quarter of fiscal 2002
compared to the net loss from continuing operations in the first quarter of
2001 was due to a decrease in magnetic media sales of $219,000 from $424,000 in
the first quarter of 2001 to $205,000 in the first quarter of 2002.

On September 7, 2001, the Company closed its Mexicali, Mexico plant and
its contract assembly operations which were conducted at that facility. This
closure was in response to a decline in the market for micro cassettes which
also had been assembled at the Mexicali, Mexico facility, the loss of an
existing contract assembly customer and the negative outlook for the retention
of its then sole remaining contract assembly customer and additional contract
assembly business. The contract assembly operations are reflected as
discontinued operations in the Companys financial statements. In the opinion
of management, all expenses associated with the closing of Mexico operations
were either paid or fully accrued in fiscal 2001.



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Net sales from continuing operations were $205,000 for the first quarter
of 2002 as compared to sales of $424,000 in the first quarter of 2001. The
decrease of $219,000 or 52% was primarily the result of the decrease in sales
on video cassettes, mini and micro cassettes of $77,000, dictation cassettes
of $116,000 and other magnetic media products of $26,000. The Company expects
the sales in the second quarter of fiscal 2002 to be less than the sales in the
first quarter of fiscal 2002. Net sales for discontinued operations were
$175,000 in the first quarter of fiscal 2001.

Gross margins decreased by $83,000 for the quarter ended January 31, 2002,
to $15,000 in the first quarter of fiscal 2002 from $98,000 in the first
quarter of fiscal 2001. The primary reason for the decrease is due to
decreased magnetic media sales.

The Company has not recorded a provision for federal income tax for first
quarter of 2002 due to utilization of net operating loss carry forward to
offset taxable income.

The Company invested some 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, 2002, the Company held common stocks
which had a cost of approximately $123,000 and market value of approximately
$56,000.

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 $67,000 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 2002
fiscal year and the opinion of management concerning the expenses associated
with the closing of the Mexicali operations, 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,
competition, and the Companys reserve for expenses being less than expenses
actually incurred by the Company in connection with the closing of the Mexicali
facility and assembly operations or the incurring by the Company of additional
unanticipated liabilities, costs and expenses in connection with the closing of
the facility and operations.






|Item 3. | Quantitative and
Qualitative Disclosures About Market Risk
Not applicable.
|------- | --------------------------------------------------------------------------



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PART II. OTHER INFORMATION




Item 4. Exhibits and Report on Form 8-K



| | (a) |  | Exhibits: None                                                               
| | --- |  | -----------------------------------------------------------------------------
|
| | (b) |  | Reports on Form 8-K:                                                         
|
| |     |  | During the quarter ended January 31, 2002, no reports on Form
8-K were filed.



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SIGNATURES

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, 2002 |  | /s/ Jesse A. Lopez                                      
|                     |  |                                                         
|                     |  | Jesse A. Lopez
Controller
(Principal Accounting Officer)



|                     |  |                                                                   
|-------------------- |  | ------------------------------------------------------------------
|Date: March 13, 2002 |  | /s/ Marshall I. Kass                                              
|                     |  |                                                                   
|                     |  | Marshall I. Kass
Chairman of the Board and
Chief Executive Officer



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