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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 April 30, 2003
| |  | ---------------------------------------------

OR

|  |  |                                                                                          
|- |  | -----------------------------------------------------------------------------------------
|o |  | 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.)
|                                                               |  |                                     
|11845 W. Olympic Boulevard, Suite 1080, Los Angeles,           |  | 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.
Yesx:      Noo.

Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yeso:      Nox.

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                                                                
|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. Submission of Matters to a Vote of Security Holders.                                
|                                           | Item 6. Other Information.                                                                  
|                                           | Item 7. Exhibit and Reports on Form 8-K                                                     
|SIGNATURE                                 
|CERTIFICATIONS                            
|EXHIBIT 99.1                              



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PART I. FINANCIAL INFORMATION




Item 1. Financial Statements

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

|                                      |                                                                                                                          |                                                |                            |        |      |             |     |             |       |       |  | 
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------- | -------------------------- | ------ | ---- | ----------- | --- | ----------- | ----- | ----- |  | 
|                                      |                                                                                                                          |                                                |                            |        |      | April 30,   |     | October 31,
|                                      |                                                                                                                          |                                                |                            |        |      | 2003        |     | 2002       
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            
|                                      |                                                                                                                          |                                                |                            |        |      | (Unaudited) |     |             |       |      
|                                      |                                                                                                                          |                                                |                            | ASSETS |      |             |     |             |       |       |  | 
|CURRENT ASSETS:                       |                                                                                                                          |                                                |                            |        |      |             |     |            
|                                      | Cash and cash equivalents                                                                                                |                                                | $                          | 384    |      |             | $   | 642         |      
|                                      | Trade accounts receivable, net                                                                                           |                                                |                            | 60     |      |             |     | 73          |      
|                                      | Inventories:                                                                                                             |                                                |                            |        |      |             |     |             |      
|                                      |                                                                                                                          | Finished products                              |                            |        | 41   |             |     |             | 252   |      
|                                      | Prepaid Expenses                                                                                                         |                                                |                            | 46     |      |             |     | 49          |      
|                                      | Other current assets                                                                                                     |                                                |                            | 4      |      |             |     | 33          |      
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            
|                                      |                                                                                                                          | Total current assets                           |                            |        | 535  |             |     |             | 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 |                            |        | (509 | )           |     |             | (500  | )    
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            
|                                      |                                                                                                                          | Net equipment and leasehold
improvements       |                            |        | 12   |             |     |             | 21    |      
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            
|MARKETABLE SECURITIES                 |                                                                                                                          |                                                | 147                        |        |      |             | 119 |            
|OTHER ASSETS                          |                                                                                                                          |                                                | 36                         |        |      |             | 14  |            
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            
|                                      | TOTAL ASSETS                                                                                                             |                                                | $                          | 730    |      |             | $   | 1,203       |      
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            
|LIABILITIES AND STOCKHOLDERS EQUITY  |                                                                                                                          |                                                |                            |        |      |             |     |            
|CURRENT LIABILITIES:                  |                                                                                                                          |                                                |                            |        |      |             |     |            
|                                      | Accrued advertising                                                                                                      |                                                | $                          | 3      |      |             | $   | 13          |      
|                                      | Accrued professional fees                                                                                                |                                                |                            | 15     |      |             |     | 32          |      
|                                      | Accrued payroll and related items                                                                                        |                                                |                            | 20     |      |             |     | 26          |      
|                                      | Other accrued expenses                                                                                                   |                                                |                            | 69     |      |             |     | 67          |      
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            
|                                      |                                                                                                                          |                                                | Total current liabilities  |        |      | 107         |     |             |       | 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 |                                                |                            | 3,128  |      |             |     | 3,128       |      
|                                      | Additional paid-in capital                                                                                               |                                                |                            | 1,824  |      |             |     | 1,824       |      
|                                      | Net unrealized loss on marketable
equity securities                                                                      |                                                |                            | (74    | )    |             |     | (91         | )    
|                                      | Accumulated deficit                                                                                                      |                                                |                            | (4,255 | )    |             |     | (3,796      | )    
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            
|                                      |                                                                                                                          |                                                | Total stockholders equity |        |      | 623         |     |             |       | 1,065 | 
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            
|                                      | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                               |                                                | $                          | 730    |      |             | $   | 1,203       |      
|                                      |                                                                                                                          |                                                |                            |        |      |             |     |            

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

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

|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |      |  
|------------------------------------------- | --------------------------------- | - | ---------------------------- | ---- | -------------------------- | - | --------- | ---- | ---- | - | --------- | ---- | - | - | --------- | ---- | -
|                                            |                                   |   | Three Months ended April 30, |      | Six Months ended April 30,
|                                            |                                   |   |                              |      |                           
|                                            |                                   |   | 2003                         |      | 2002                       |   | 2003      |      | 2002
|                                            |                                   |   |                              |      |                            |   |           |      |     
|                                            |                                   |   | (Unaudited)                  |      | (Unaudited)               
|NET SALES                                   |                                   | $ | 108                          |      |                            | $ | 201       |      |      | $ | 207       |      |   | $ | 406       |     
|COST OF PRODUCTS SOLD                       |                                   |   | 108                          |      |                            |   | 176       |      |      |   | 193       |      |   |   | 366       |     
|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|GROSS PROFIT                                |                                   |   | 0                            |      |                            |   | 25        |      |      |   | 14        |      |   |   | 40        |     
|COST AND EXPENSES                           |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|                                            | Reserve for inventory
write down  |   |                              |     |                            |   |           |     |      |   |           | 161  |   |   |           |     |  
|                                            | Selling, general
& administrative |   |                              | 145  |                            |   |           | 210  |      |   |           | 309  |   |   |           | 419  |  
|                                            | Depreciation and
Amortization     |   |                              | 4    |                            |   |           | 4    |      |   |           | 9    |   |   |           | 9    |  
|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|                                            | Total costs and
expenses          |   |                              | 149  |                            |   |           | 214  |      |   |           | 479  |   |   |           | 428  |  
|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|Loss before other income
and expenses       |                                   |   | (149                         | )    |                            |   | (189      | )    |      |   | (465      | )    |   |   | (388      | )   
|Other income -                              |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|                                            | Interest                          |   |                              | 2    |                            |   |           | 6    |      |   |           | 5    |   |   |           | 12   |  
|                                            | Gain on sale of stock             |   |                              | 1    |                            |   |           |     |      |   |           | 1    |   |   |           | 1    |  
|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|Net loss before
Provision for taxes         |                                   | $ | (146                         | )    |                            | $ | (183      | )    |      | $ | (459      | )    |   | $ | (375      | )   
|Provision for taxes                         |                                   |   |                             |      |                            |   |          |      |      |   |          |      |   |   | 1         |     
|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|                                            | Net loss                          |   | $                            | (146 | )                          |   | $         | (183 | )    |   | $         | (459 | ) |   | $         | (376 | )
|OTHER COMPREHENSIVE INCOME:                 |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|Unrealized gain on
Marketable Securities    |                                   |   | 6                            |      |                            |   | 12        |      |      |   | 17        |      |   |   | 12        |     
|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|                                            | Comprehensive loss                |   | $                            | (140 | )                          |   | $         | (171 | )    |   | $         | (442 | ) |   | $         | (364 | )
|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|PER SHARE INFORMATION:                      |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|Basic loss per share                        |                                   | $ | (0.04                        | )    |                            | $ | (0.05     | )    |      | $ | (0.15     | )    |   | $ | (0.12     | )   
|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|Diluted loss per share                      |                                   | $ | (0.04                        | )    |                            | $ | (0.05     | )    |      | $ | (0.15     | )    |   | $ | (0.12     | )   
|                                            |                                   |   |                              |      |                            |   |           |      |      |   |           |      |   |   |           |     
|Average number of
common shares
outstanding |                                   |   | 3,128,000                    |      |                            |   | 3,128,000 |      |      |   | 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)

|                                               |                                                                            |                                                   |      |                            |     |      |       |      |     |  
|---------------------------------------------- | -------------------------------------------------------------------------- | ------------------------------------------------- | ---- | -------------------------- | --- | ---- | ----- | ---- | --- | -
|                                               |                                                                            |                                                   |      | Six Months Ended April 30,
|                                               |                                                                            |                                                   |      |                           
|                                               |                                                                            |                                                   |      | 2003                       |     | 2002
|                                               |                                                                            |                                                   |      |                            |     |     
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                            |                                                   |      |                            |     |      |       |     
|                                               | Net loss                                                                   |                                                   | $    | (459                       | )   |      | $     | (376 | )  
|                                               |                                                                            |                                                   |      |                            |     |      |       |     
|                                               | Adjustment to reconcile net loss
to net cash used in
operating activities: |                                                   |      |                            |     |      |       |      |    
|                                               |                                                                            | Depreciation and amortization                     |      |                            | 9   |      |       |      | 9   |  
|                                               |                                                                            | Changes in operating assets and liabilities:      |      |                            |     |      |       |      |     |  
|                                               |                                                                            | Decrease in trade accounts receivable             |      |                            | 13  |      |       |      | 84  |  
|                                               |                                                                            | Decrease in inventories                           |      |                            | 211 |      |       |      | 57  |  
|                                               |                                                                            | Increase in other asset                           |      |                            | (21 | )    |       |      | 44  |  
|                                               |                                                                            | Decrease in other current assets                  |      |                            | 32  |      |       |      |    |  
|                                               |                                                                            | Decrease in current liabilities                   |      |                            | (31 | )    |       |      | (71 | )
|                                               |                                                                            | Decrease in net assets of discontinued
Operations |      |                            |    |      |       |      | 12  |  
|                                               |                                                                            |                                                   |      |                            |     |      |       |     
|                                               | Net cash used in operating
activities                                      |                                                   |      | (246                       | )   |      |       | (241 | )  
|                                               |                                                                            |                                                   |      |                            |     |      |       |     
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                                                            |                                                   |      |                            |     |      |       |     
|                                               | Capital expenditures                                                       |                                                   |      |                            |     |      |       |      |    
|                                               | Proceeds from sale of marketable securities                                |                                                   |      | 109                        |     |      |       | 85   |    
|                                               | Purchase of marketable securities                                          |                                                   |      | (121                       | )   |      |       | (37  | )  
|                                               |                                                                            |                                                   |      |                            |     |      |       |     
|                                               | Net cash (used in) provided by
investing activities                        |                                                   |      | (12                        | )   |      |       | 48   |    
|NET DECREASE IN CASH AND CASH
EQUIVALENTS      |                                                                            |                                                   | (258 | )                          |     |      | (193  | )   
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                            |                                                   | 642  |                            |     |      | 1,075 |     
|                                               |                                                                            |                                                   |      |                            |     |      |       |     
|CASH AND CASH EQUIVALENTS, end of period       |                                                                            | $                                                 | 384  |                            |     | $    | 882   |     
|                                               |                                                                            |                                                   |      |                            |     |      |       |     

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 April 30, 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.

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 April 30, 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 A 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. Future orders, if any, are expected to be nominal.

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 and on May 20, 2003
the tolling agreement was again 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 other 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 to 1 at April 30, 2003.

|                |  |          |         |          |  |   |         | 
|--------------- |  | -------- | ------- | -------- |  | - | ------- | 
|                |  | 04/30/03 |         | 10/31/02
|                |  |          |         |         
|Working capital |  | $        | 428,000 |          |  | $ | 911,000 | 
|Current ratio   |  | 5 to 1   |         | 7.6 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 April 30, 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. As a result of continued decreases in the selling prices of
videotapes by competitors, the Company has concluded that it cannot sell its
videotapes at prices that will result in an acceptable gross margin and the
Company is contemplating ceasing selling these products. 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 any 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 of 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

Second Quarter Fiscal 2003 compared to Second Quarter Fiscal 2002

During the second quarter of fiscal 2003, the Company had a net loss from
continuing operations of $146,000 as compared to a net loss from continuing
operations of $183,000 during the second quarter of fiscal 2002. The decline in
net loss was attributable to cost-cutting efforts employed by the Companys
management, a decrease in cost of products sold and a decrease in selling,
general and administrative expenses and an increase in other income.

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Net sales from continuing operations were $108,000 for the second quarter
of 2003 as compared to sales of $201,000 in the second quarter of 2002. The
decrease of $93,000 or 46 % was primarily the result of a decrease in sales of
video cassettes and mini and micro cassettes of $57,000 and other magnetic
media products of $36,000. As described in Note C to the financial statements,
primarily as a result of the loss of the business of its largest customer in
the first quarter of 2003, there was a significant decrease in net sales of the
Company in the second quarter of 2003 as compared to the second quarter of
2002. Sales of micro and mini cassettes have decreased due in part to certain
electronic products such as answering machines using magnetic tape being
replaced by digital devices. The Company expects that the sales for the third
quarter of fiscal 2003 will be less than the sales in the second quarter of
fiscal 2003 primarily as a result of reduced sales of videotapes because of
competitive pricing as described above.

Gross margins decreased by $14,000 for the quarter ended April 30, 2003,
from $14,000 in the second quarter of fiscal 2002 to $0 in the second quarter
of fiscal 2003. The primary reason for the decrease in gross margin was due to
a decrease in selling prices of magnetic media products followed by a decrease
in magnetic media sales.

Due to the decrease in net sales, selling, general and administrative
expenses decreased by $65,000 during the second quarter of fiscal 2003 from
$210,000 in the second quarter of fiscal 2002 to $145,000 in the second quarter
of fiscal 2003. Selling, general and administrative expenses further declined
due to cost-cutting measures employed by the Company including the reduction in
overhead costs such as rent expense.

The Company has not recorded a provision for federal income tax for the
second quarter of 2002 and 2003 due to operating losses. The $1,000 represents
the minimum state tax.

The Company has invested cash, not needed in operations, in commercial
paper and 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 April 30, 2003, the Company
held common stocks which had a cost of approximately $221,000 and market value
of approximately
$147,000.

The Company has recorded the value of its investments in marketable
securities on its Balance Sheet at market value and the decrease of
approximately $74,000 is reflected in stockholders equity as an unrealized
holding loss. If the Company sells these securities at a loss, 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.

Six Months Fiscal 2003 compared to Six Months Fiscal 2002

For the first six months of fiscal 2003, the Company had a net loss from
continuing operations of $459,000 as compared to a net loss from continuing
operations of $376,000 for the first six months of fiscal 2002. The increase
in net loss for the first six months of fiscal 2003 as compared to the first
six months of fiscal 2002 of $83,000 is due primarily to the decrease in gross
profit of $26,000, the increase in inventory reserve loss of $161,000, decrease
of

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$7,000 in interest income offset by the decrease in selling, general
administrative and depreciation expenses of $110,000 and a decrease in
provision for taxes of $1,000.

Net sales from continuing operations were $207,000 for the first six
months of 2003 as compared to net sales from continuing operations of $406,000
for the first six months of 2002. The decrease of $199,000 or 49% was
primarily the result of a decrease in sales of video cassettes and mini and
micro cassettes of $119,000 and other magnetic media products of $80,000. As a
result of continued decreases in the selling prices of videotapes by
competitors, the Company has concluded that it cannot sell its videotapes at
prices that will result in an acceptable gross margin and the Company is
contemplating ceasing selling these products. The decline in net sales for the
first six-months of fiscal 2003 was largely a result of the loss by the Company
of its major customer in the first quarter of fiscal 2003 and the lack of new
business. Due to these circumstances, in the first quarter of fiscal 2003, the
Company deemed the salability of its inventory to be greatly diminished and
increased its reserve for obsolesce by $161,000 during that quarter.

Gross margins decreased by $26,000 for the first six months of fiscal
2003, from $40,000 for the first six months of fiscal 2002 to $14,000 for the
first six months of fiscal 2003. The primary reason for the decrease is due to
decreased sales of magnetic media products.

Due to the decrease in net sales, selling, general and administrative, and
depreciation expenses decreased by $110,000 during the first six months of
fiscal 2003 from $428,000 for the first six months of fiscal 2002 compared to
$318,000 for the first six months of fiscal 2003. Selling, general and
administrative expenses further declined due to cost-cutting measures employed
by the Company including the reduction in overhead costs such as rent expense.

The Company has not recorded a provision for federal income tax for the
first six months of 2003 and 2002 due to operating losses. The $1,000
represents the minimum state tax.

The Company has invested cash, not needed in operations, in commercial
paper and 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 April 30, 2003, the Company
held common stocks which had a cost of approximately $221,000 and market value
of approximately
$147,000.

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 $74,000 is
reflected in stockholders equity as an unrealized holding loss. If the
Company sells these securities at a loss, 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.

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Forward-Looking Statements

The Companys statements herein which are not historical facts, including
statements as to the Companys anticipated sales in the third 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 private label 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 office 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
Security Exchange Act of 1934). Based upon that evaluation, the chief executive
officer and the chief financial officer concluded that the design and operation
of this 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.




PART II.OTHER INFORMATION.




Item 5. Submission of Matters to a Vote of Security Holders.

(a)  On March 25, 2003, the Registrant held its Annual Meeting of
Shareholders.

(b)  Proxies for the meeting were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934. There was no solicitation in opposition
to managements nominees as listed in the Proxy Statement and all of such
nominees were elected.

(c)  At the meeting, the following persons were elected by the vote
indicated (there were 29,987 Broker non-votes) as directors to serve until the
next Annual Meeting of Shareholders and their successors are duly elected and
qualified:

|                 |  |          |           |          |  |         |       |  |  |  |        | 
|---------------- |  | -------- | --------- | -------- |  | ------- | ----- |  |  |  | ------ | 
|Name             |  | Vote For |           | Withheld |  | Abstain
|                 |  |          |           |          |  |        
|Marshall I. Kass |  |          | 2,718,430 |          |  |         | 6,545 |  |  |  | 30,587 | 
|Michael S. Kass  |  |          | 2,718,430 |          |  |         | 6,545 |  |  |  | 30,587 | 
|Susan E. Kass    |  |          | 2,718,430 |          |  |         | 6,545 |  |  |  | 30,587 | 
|Jesse A. Lopez   |  |          | 2,718,430 |          |  |         | 6,545 |  |  |  | 30,587 | 




Item 6. Other Information.

On April 25, 2003, Jesse Lopez resigned as a member of the Board of
Directors of the Company for personal reasons. Ivalee Francia has been elected
a Director to fill the vacancy created by Mr. Lopez. Ms. Francia has been the
Accounting Manager of Louart Corporation, a private investment company, for
more than the last five years.

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Item 7. Exhibit and Reports 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 April 30, 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: June 9, 2003 |  | /s/ Marshall I. Kass                                                                           
|                   |  |                                                                                                
|                   |  | Marshall I. Kass
Chairman of the Board,
Chief Executive Officer and
Principal Financial Officer

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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: June 9, 2003 |  | /s/ Marshall I. Kass                                                                           
|                   |  |                                                                                                
|                   |  | Marshall I. Kass
Chairman of the Board,
Chief Executive Officer and
Principal Financial Officer

13