<PAGE>   1

                                    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 July 31, 2001

                                       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               (I.R.S. Employer
      incorporation or organization)               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 September 1, 2001



<PAGE>   2

PART I. FINANCIAL INFORMATION

        Item 1. Financial Statements

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

<TABLE>
<CAPTION>
                                                                    July 31,    October 31,
                                                                      2001          2000
                                                                    --------    -----------
                  ASSETS                                          (Unaudited)
<S>                                                               <C>           <C>
CURRENT ASSETS:
       Cash and cash equivalents                                    $ 1,306       $ 1,559
       Trade accounts receivable, net                                   258           313
       Inventories:
              Finished products                                         647           564
              Raw materials                                              36           201
              Work in process                                            46            26
                                                                    -------       -------
                      Total inventories                                 729           791
       Other current assets                                              56            95
                                                                    -------       -------
              Total current assets                                    2,349         2,758
                                                                    -------       -------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
       Machinery and equipment                                          283           328
       Dies and molds                                                   317           317
       Furniture, fixtures and
              leasehold improvements                                    175           316
                                                                    -------       -------
                                                                        775           961
                      Less accumulated depreciation
                          and amortization                             (714)         (859)
                                                                    -------       -------

                      Net equipment and leasehold
                          improvements                                   61           102
                                                                    -------       -------

MARKETABLE SECURITIES                                                   133           200

OTHER ASSETS                                                             22            24
                                                                    -------       -------

              TOTAL ASSETS                                          $ 2,565       $ 3,084
                                                                    =======       =======

  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accrued advertising                                          $    38       $    86
       Accrued professional fees                                         29            41
       Accrued payroll and related items                                214           226
       Other accrued expenses                                           160           181
                                                                    -------       -------
              Total current liabilities                                 441           534
                                                                    -------       -------

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 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                                         (54)          (32)
       Accumulated deficit                                           (2,774)       (2,370)
                                                                    -------       -------
              Total stockholders' equity                            $ 2,124       $ 2,550
                                                                    -------       -------

              TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $ 2,565       $ 3,084
                                                                    =======       =======
</TABLE>


   The accompanying notes are an integral part of these financial statements.
<PAGE>   3

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


<TABLE>
<CAPTION>
                                      Three Months ended July 31,             Nine Months ended July 31,
                                    -------------------------------         -------------------------------
                                        2001                2000                2001                2000
                                    -----------         -----------         -----------         -----------
                                              (Unaudited)                             (Unaudited)
<S>                                 <C>                 <C>                 <C>                 <C>
NET SALES                           $       542         $       678         $     1,688         $     1,990
                                    -----------         -----------         -----------         -----------
COST AND EXPENSES
       Cost of products
        sold                                434                 544               1,391               1,572
       Selling, general
        & administrative                    236                 265                 722                 822
       Depreciation and
        amortization                         13                  17                  41                  49
                                    -----------         -----------         -----------         -----------
       Total costs and
        expenses                            683                 826               2,154               2,443
                                    -----------         -----------         -----------         -----------

Loss before other
       income and expenses                 (141)               (148)               (466)               (453)

Other income -
       Interest (net)                        17                  21                  59                  62
       Gain on sales
        of stock                             --                   3                   4                  16
                                    -----------         -----------         -----------         -----------


Net loss before
       provision                    ($      124)        ($      124)        ($      403)        ($      375)

Provision for taxes                          --                  --                   1                   1
                                    -----------         -----------         -----------         -----------

Net loss                            ($      124)        ($      124)        ($      404)        ($      376)

OTHER COMPREHENSIVE
   INCOME (LOSS):
       Unrealized loss
         on Marketable
         Securities                         (54)                (11)                (54)                (11)
                                    -----------         -----------         -----------         -----------

       Comprehensive loss           ($      178)        ($      135)        ($      458)        ($      387)
                                    ===========         ===========         ===========         ===========


PER SHARE INFORMATION:

Basic loss
       per share                    ($     0.04)        ($     0.04)        ($     0.13)        ($     0.12)
                                    ===========         ===========         ===========         ===========

Diluted loss                        ($     0.04)        ($     0.04)        ($     0.13)        ($     0.12)
                                    ===========         ===========         ===========         ===========
       per share

Average number of
       common shares
       outstanding                    3,128,000           3,128,000           3,128,000           3,128,000
                                    ===========         ===========         ===========         ===========
</TABLE>

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


                                       2
<PAGE>   4

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


<TABLE>
<CAPTION>
                                                              Nine Months Ended July 31,
                                                              --------------------------
                                                                  2001          2000
                                                                -------       -------
<S>                                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

       Net loss                                                 $  (404)      $  (376)
                                                                -------       -------
       Adjustment to reconcile net loss
              to net cash used in
              operating activities:
              Depreciation and amortization                          41            49
              Changes in operating assets and liabilities:
              Decrease (Increase) in trade
              accounts receivable                                    55           (73)
              Decrease in inventories                                62            41
              Decrease in other assets                               41            10
              (Decrease) Increase in accrued expenses               (93)          100
                                                                -------       -------


       Net cash used in operating activities                       (298)         (249)
                                                                -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:

       Capital expenditures                                         (--)          (10)
       Proceeds from sale of marketable securities                  182           303
       Purchase of marketable securities                           (137)         (419)
                                                                -------       -------

       Net cash provided by (used in)
              investing activities                                   45          (126)
                                                                -------       -------


NET DECREASE IN CASH AND CASH
       EQUIVALENTS                                                 (253)         (375)

CASH AND CASH EQUIVALENTS, beginning of period                    1,559         2,012
                                                                -------       -------


CASH AND CASH EQUIVALENTS, end of period                        $ 1,306       $ 1,637
                                                                =======       =======
</TABLE>


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


                                       3
<PAGE>   5

                       CERTRON CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     For the Nine Months Ended July 31, 2001
                                   (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, 2000, the Company
reported net sales of $2,684,000 and a net loss of $441,000.


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 as a separate
component of stockholders' equity. At July 31, 2001 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 - PRINCIPLES OF CONSOLIDATION

The accompanying financial statements include the accounts of Certron
Corporation and its wholly owned subsidiary, Certron Audio, S.A. (collectively
the "Company"). All significant intercompany accounts and transactions have been
eliminated in consolidation.


NOTE D - TRANSLATION OF FOREIGN CURRENCIES

All balance sheet accounts of foreign operations are translated into U.S.
dollars at the year-end rate of exchange, and statement of operations items are
translated at the weighted average exchange rate for the year. Since foreign
activities are considered to be an extension of the U.S. operations, the gain or
loss resulting from remeasuring these transactions into U.S. dollars are
included in operations.

The Company has not used the hyperinflationary accounting standards in the
Statement of Financial Accounting Standards (SFAS) No. 52, "Foreign Currency
Transactions" for accounting of its subsidiary in Mexico. That subsidiary is
part of the Maquiladora program, the purpose of which is to act as a
manufacturing and assembly division of the Company at lower labor costs. Its
largest asset is machinery and equipment carried on the Company's books at
historical cost less straight-line depreciation. It does not sell merchandise in
pesos.


                                       4
<PAGE>   6

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 lawsuit.
The Company signed the tolling agreement. 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.


NOTE F - EQUIPMENT AND LEASEHOLD IMPROVEMENTS

During December 2000, fully depreciated assets totaling $173,707 were written
off. It was determined that they were no longer in use and would be disposed of.
As these assets were fully depreciated, there was no effect on income for the
period.


NOTE G - MAJOR CUSTOMER

During the nine months ended July 31, 2001 the Company had two major customers
which accounted for approximately $582,000 or 34% and $170,000 or 10% of sales.
The loss of these customers would have a negative effect on the Company's
financial position.

NOTE H - SUBSEQUENT EVENT

On September 7, 2001, the Company closed its Mexicali, Mexico plant and its
contract assembly operations. This closure is in response to a permanent decline
in the market for micro cassettes, loss of contract assembly business and the
negative outlook for additional contract assembly business. As most of the
assets held in Mexico are fully depreciated, any associated loss is not expected
to be material.




                                       5
<PAGE>   7

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
5.33 to 1 at July 31, 2001.

<TABLE>
<CAPTION>
                                       07/31/01            10/31/00
                                       --------            --------
<S>                                   <C>                 <C>
           Working capital            $1,908,000          $2,224,000
           Current ratio               5.33 to 1           5.16 to 1
</TABLE>

        The Company's liquidity has been supplied from internally generated
funds. The Company believes it will be able to fund its existing business out of
current cash flow without the necessity of bank borrowing. At July 31, 2001, 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. Instead of purchase of a company, the Company's management is
now directing its efforts toward becoming an exclusive licensee of an
established firm to distribute in specific geographical locations both imported
and domestic products. There can be no assurance, however, that the Company will
be successful in establishing such a relationship.



RESULTS OF OPERATIONS


Third Quarter Fiscal 2001 compared to Third Quarter Fiscal 2000

        During the third quarter of fiscal 2001 the Company had a loss from
operations of $141,000 and net loss of $124,000 on sales of $542,000 as compared
to a loss from operations of $148,000 and net loss of $124,000 on sales of
$678,000 during the third quarter of fiscal 2000.

        On September 7, 2001 the Company closed its Mexicali, Mexico facility
and its contract assembly operations. During the last several years the Company
has attempted to obtain additional agreements to render assembly services for
others at its Mexicali, Mexico facility where it also assembles micro and mini
cassettes for sale by the Company. The Company has not been successful in
obtaining additional assembly agreements or in its attempts to sell the assembly
operations in Mexicali, Mexico. At the end of August 2001, one of the two
contract assembly contract customers in Mexicali terminated its terminable
arrangement with Certron Audio Corporation, the Company's wholly owned
subsidiary. The remaining customer's agreement with the Company expired on
August 31, 2001 and, although it had indicated a desire to extend its agreement
on a month to month basis, this


                                       6
<PAGE>   8

customer was actually seeking to undertake its own assembly operations. The
outlook for additional customers was not good and there had been a substantial
reduction in the orders for micro cassettes which is the primary product of the
Company which has been assembled at the Mexicali, Mexico facility. The reduction
in demand for micro cassettes was caused primarily by the diminished use of
micro cassettes as a result of the replacement of magnetic tape answering
machines by digital devices.

        The lease for the facility in Mexicali expires on October 31, 2001. The
depreciated value of machinery and equipment in Mexicali is less than $20,000.
The Company has approximately $60,000 of raw materials, semi finished goods and
finished goods plus approximately $12,000 accounts receivable in Mexicali that
are currently being held as security for the payment of certain disputed labor
claims. On the assumption that a satisfactory solution to the disputed labor
claims cannot be made by Certron Corporation, the existing reserves for labor
costs and expenses are expected to be adequate to cover the inventory items, the
depreciated value of the machinery and equipment and the accounts receivable.

        The Company does not anticipate that it will incur a material loss on
account of the closing of the Mexicali facility.

        The foregoing statements concerning the effects of the closing of the
Mexicali facility and assembly operations are forward-looking statements which
involve risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements. Factors which could cause actual
results to differ materially include, among other things, the Company's reserves
for labor costs and expenses being less than the labor costs and expenses
actually incurred by the Company in connection with the closing of the assembly
operations or the incurring by the Company in connection with the closing of the
assembly operations of additional unanticipated liabilities, costs or expenses
in connection with the closing of the facility and operations.

        Net sales were $542,000 for the third quarter of 2001 as compared to net
sales of $678,000 in the third quarter of 2000. The decrease of $136,000 or 20%
was the result of a decrease in magnetic media product sales of $191,000, which
was offset by an increase in sales of custom assembly of $55,000. Custom
assembly sales were $194,000 and $139,000 for the third quarter of 2001 and
2000, respectively.

        Gross margin decreased by $26,000 for the third quarter of fiscal 2001
from $134,000 for the third quarter of fiscal 2000 to $108,000 for the third
quarter of fiscal 2001. The primary reason for the decrease is due to decreased
sales of magnetic media products.

        Due to the decrease in net sales, cost of sales decreased by $110,000
during the third quarter of fiscal 2001, from $544,000 in the third quarter of
fiscal 2000 to $434,000. Selling, general and administrative and depreciation
expenses decreased by $33,000 during the third quarter of fiscal 2001 from
$282,000 in the third quarter of fiscal 2000 to $249,000 in the third quarter of
fiscal 2001.

        The Company has not recorded a provision for federal income tax for the
third quarter of 2000 and 2001 due to utilization of net operating loss carry
forward to offset taxable income. The $1,000 represents the minimum state tax.

        The Company has invested cash 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 July 31, 2001, the Company held common stocks that had a cost of
approximately $187,000 and market value of approximately $133,000.


                                       7
<PAGE>   9

        The Company has recorded the value of its investments in marketable
securities on its Balance Sheet at market value and the decrease of
approximately $54,000 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.



Nine Months Fiscal 2001 compared to Nine Months Fiscal 2000

        For the first nine months of fiscal 2001, the Company had a loss from
operations of $466,000 and net loss of $404,000 on sales of $1,688,000 as
compared to a loss from operations of $453,000 and a net loss of $376,000 on
sales of $1,990,000 during the first nine months of fiscal 2000. The increase in
net loss for the first nine months of fiscal 2001 as compared to the first nine
months of fiscal 2000 of $28,000 is due primarily to the decrease in gross
profit of $121,000, decrease in gain on sales of stock investment of $12,000,
decrease in interest income of $3,000 and offset by decrease in selling and
general expenses and depreciation of $108,000 over the first nine months of
fiscal 2001.

        Net sales were $1,688,000 for the first nine months of 2001 as compared
to net sales of $1,990,000 for the first nine months of 2000. The decrease of
$302,000 or 15% was primarily the result of a decrease in sales of audio
cassettes of $68,000, mini and micro cassettes of $293,000, video cassettes of
$100,000 and other magnetic products of $143,000 and offset by an increase in
custom assembly sales of $302,000. Custom assembly sales were $534,000 and
$232,000 for the nine months ended July 31, 2001 and July 31, 2000,
respectively.

        Gross margins decreased by $121,000 for the first nine months of fiscal
2001, from $418,000 for the first nine months of fiscal 2000 to $297,000 for the
first nine months of fiscal 2001. 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 $108,000 during the first nine months of
fiscal 2001 from $871,000 for the first nine months of fiscal 2000 compared to
$763,000 for the first nine months of fiscal 2001.

        As discussed under "Third Quarter Fiscal 2001 Compared to Third Quarter
Fiscal 2000," on September 7, 2001, the Company closed its Mexicali, Mexico
facility and its contract assembly operations.

        The Company has not recorded a provision for federal income tax for the
first nine months of 2001 and 2000 due to utilization of net operating loss
carry forward to offset taxable income. The $1,000 represents the minimum state
tax.

        The Company has invested cash 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 July 31, 2001, the Company held common stocks which had a cost of
approximately $187,000 and market value of approximately $133,000.


                                       8
<PAGE>   10

        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 $54,000 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.



Forward-Looking Statements

        The Company's statements herein which are not historical facts, 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 existing customers, the
Company's ability to obtain additional customers and business, pricing factors
and competition.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

        Not applicable.




                                       9
<PAGE>   11

PART II. OTHER INFORMATION.



Item 6.  Exhibit and Reports on Form 8-K


        (a)     Exhibits: None


        (b)     Reports on Form 8-K:

                During the quarter ended July 31, 2001, no reports on Form 8-K
                were filed.




                                       10

<PAGE>   12

                                   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



                                          /s/ JESSE A. LOPEZ
Date: September  12, 2001                 _____________________________________
                                          Jesse A. Lopez
                                          Controller
                                          (Principal Accounting Officer)





                                          /s/ MARSHALL I. KASS
Date: September  12, 2001                 _____________________________________
                                          Marshall I. Kass
                                          Chairman of the Board and
                                          Chief Executive Officer





                                       11