<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 April 30, 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 June 1, 2001

<PAGE>   2

PART I. FINANCIAL INFORMATION

        Item 1. Financial Statements

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

<TABLE>
<CAPTION>
                                                          April 30,        October 31,
                                                             2001             2000
                                                          ----------       ----------
<S>                                                       <C>              <C>
                   ASSETS                                 (Unaudited)

CURRENT ASSETS:
     Cash and cash equivalents                            $    1,394       $    1,559
     Trade accounts receivable, net                              252              313
     Inventories:
          Finished products                                      568              564
          Raw materials                                          140              201
          Work in process                                         29               26
                                                          ----------       ----------
               Total inventories                                 737              791
     Other current assets                                        140               95
                                                          ----------       ----------
          Total current assets                                 2,523            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                             (701)            (859)
                                                          ----------       ----------
               Net equipment and leasehold improvements           74              102
                                                          ----------       ----------

MARKETABLE SECURITIES                                             99              200

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

          TOTAL ASSETS                                    $    2,718       $    3,084
                                                          ==========       ==========

  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accrued advertising                                  $       43       $       86
     Accrued professional fees                                    20               41
     Accrued payroll and related items                           216              226
     Other accrued expenses                                      182              181
                                                          ----------       ----------
          Total current liabilities                              461              534
                                                          ----------       ----------
STOCKHOLDERS' EQUITY:
     Preferred Stock, $1.00 par value,
          authorized 500,000 shares, no
          shares issued and outstanding
     Common stock, $1.00 par value;
          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                                      (45)             (32)
   Accumulated deficit                                        (2,650)          (2,370)
                                                          ----------       ----------
          Total stockholders' equity                           2,257            2,550
                                                          ----------       ----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $    2,718       $    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 April 30,  Six Months ended April 30,
                              ----------------------------  -------------------------
                                2001           2000           2001           2000
                              --------       --------       --------       --------
                                    (Unaudited)                   (Unaudited)
<S>                           <C>            <C>            <C>            <C>
NET SALES                     $    547       $    689       $  1,146       $  1,312
                              --------       --------       --------       --------
COST AND EXPENSES
     Cost of products sold         469            536            957          1,028
     Selling, general
       & administrative            241            280            486            557
     Depreciation and
       Amortization                 14             16             28             32
                              --------       --------       --------       --------
     Total costs and
       expenses                    724            832          1,471          1,617
                              --------       --------       --------       --------
Loss before other income
  and expenses                    (177)          (143)          (325)          (305)
Other income -
     Interest (net)                 20             20             42             41
     (Loss)Gain on sale
       of stock                     (1)            12              4             13
                              --------       --------       --------       --------
Net loss before provision     ($   158)      ($   111)      ($   279)      ($   251)
Provision for taxes                  -              1              1              1
                              --------       --------       --------       --------
Net loss                      ($   158)      ($   112)      ($   280)      ($   252)

OTHER COMPREHENSIVE
  INCOME (LOSS):
     Unrealized loss
       on Marketable
       Securities                  (13)           (16)           (13)           (16)
                              --------       --------       --------       --------
     Comprehensive loss       ($   171)      ($   128)      ($   293)      ($   268)
                              ========       ========       ========       ========
PER SHARE INFORMATION:
Basic loss per share          ($   .05)      ($   .04)      ($   .09)      ($   .08)
                              ========       ========       ========       ========
Diluted loss per share        ($   .05)      ($   .04)      ($   .09)      ($   .08)
                              ========       ========       ========       ========
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>
                                                           Six Months Ended April 30,
                                                           --------------------------
                                                              2001           2000
                                                            --------       --------
<S>                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss                                               ($   280)      ($   252)
                                                            --------       --------
     Adjustment to reconcile net loss to net cash used in
          operating activities:
          Depreciation and amortization                           28             32
          Changes in operating assets and liabilities:
          Decrease in trade accounts receivable                   61             57
          Decrease (Increase) in inventories                      54            (45)
          (Increase) Decrease in other assets                    (43)            46
          Decrease in accrued expenses                           (73)           (19)
                                                            --------       --------
     Net cash used in operating activities                      (253)          (181)
                                                            --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                        (9)
     Proceeds from sale of marketable securities                 182            135
     Purchase of marketable securities                           (94)          (276)
                                                            --------       --------
     Net cash provided by(used in) investing activities           88           (150)
                                                            --------       --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                       (165)          (331)
CASH AND CASH EQUIVALENTS, beginning of period                 1,559          2,012
                                                            --------       --------
CASH AND CASH EQUIVALENTS, end of period                    $  1,394       $  1,681
                                                            ========       ========
</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 Three Months Ended April 30, 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 in a separate
component of stockholders' equity. At April 30, 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 inter company 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
Translations" for accounting of its subsidiary in Mexico. That subsidiary is
part of the Maquiladora program, the purpose of which is to act as 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 for 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 a 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.





                                       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
5.47 to 1 at April 30, 2001.

<TABLE>
<CAPTION>
                                       04/30/01              10/31/00
                                     -----------            -----------
<S>                                  <C>                    <C>
        Working capital              $ 2,062,000            $ 2,224,000
        Current ratio                  5.47 to 1              5.16 to 1
</TABLE>

        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,
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.

        The Company is actively investigating acquiring other product lines or
businesses. If any of these investigations result in an acquisition of assets or
a business, the Company believes that, due to its existing financial condition,
it can obtain any necessary cash financing for such acquisition from bank
borrowing. There can be no assurance, however, that the Company can find such an
acquisition.


RESULTS OF OPERATIONS


Second Quarter Fiscal 2001 compared to Second Quarter Fiscal 2000

        During the second quarter of fiscal 2001, the Company had a net loss
from operations of $177,000, and net loss of $158,000 on net sales of $547,000
as compared to a loss from operations of $143,000 and net loss of $112,000 on
sales of $689,000 during the second quarter of fiscal 2000.

        For the past several years the Company has had difficulty in obtaining
agreements to render assembly services for others at its Mexicali, Mexico
facility. In May 1999, the Company signed a two-year contract with a customer to
assemble and package products at the Company's Mexicali, Mexico facility. In
October 2000 the terms and conditions of this contract were changed. The
contract now expires July 31, 2001. The Company began assembly work for two
other customers in June and November, 1999 respectively. The Company is actively
seeking other assembly/manufacturing business to oversee. Although the existing
arrangements have not had a material effect on the Company's sales or results of
operations, they have made a minor contribution to the Company's gross margin in


                                       6
<PAGE>   8


fiscal 2000 and are expected to make a minor contribution to the Company's gross
margins in fiscal 2001. The foregoing statement is a forward looking statement
which involves risks and uncertainties that could cause actual results to differ
materially from the forward looking statement. Factors which could cause actual
results to differ materially include a reduction in the volume of business of
the companies for which the Company renders assembly services, the company for
whom the Company is packaging products under an agreement expiring July 31, 2001
ceasing to do business with the Company, and general economic conditions.

       Negotiations have recently taken place over the possible sale of
Certron's contract assembly equipment and real property lease with one of the
Company's existing custom assembly clients. No terms have been agreed upon and
there is no assurance that such negotiations will lead to a definitive contract.

        Net sales were $547,000 for the second quarter of 2001 as compared to
net sales of $689,000 in the second quarter of 2000. The decrease of $142,000 or
20.6% was primarily the result of a decrease in sales of video cassettes and
mini and micro cassettes of $172,000 and other magnetic media products of
$84,000 offset in part by an increase in custom assembly sales of $114,000.
Sales of micro and mini cassettes have decreased due in part to answering
machines using magnetic tape being replaced by digital devices. The Company
expects that the sales for the third quarter of fiscal 2001 will be less than
the sales in the second quarter of fiscal 2001.

        Gross margins decreased by $75,000 for the quarter ended April 30, 2001,
from $153,000 in the second quarter of fiscal 2000 to $78,000 in the second
quarter of fiscal 2001. The primary reason for the decrease is due to decreased
magnetic media sales.

        Due to the decrease in net sales, selling, general and administrative
expenses decreased by $39,000 during the second quarter of fiscal 2001 from
$280,000 in the second quarter of fiscal 2000 to $241,000 in the second quarter
of fiscal 2001.

        The Company has not recorded a provision for federal income tax for the
second quarter of 2000 and 2001 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, 2001, the Company held common
stocks which had a cost of approximately $144,000 and market value of
approximately $99,000.

        The Company has recorded the value of its investments in marketable
securities on its Balance Sheet at market value and the decrease of
approximately $45,000 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.


                                       7
<PAGE>   9


Six Months Fiscal 2001 compared to Six Months Fiscal 2000

        For the first six months of fiscal 2001, the Company had a loss from
operations of $325,000 and net loss of $280,000 on sales of $1,146,000 as
compared to a loss from operations of $305,000 and a net loss of $252,000 on
sales of $1,312,000 during the first six months of fiscal 2000. The increase in
net loss for the first six months of fiscal 2001 as compared to the first six
months of fiscal 2000 of $28,000 is due primarily to the decrease in gross
profit of $20,000, decrease of $9,000 in gain of sale in stocks and increase of
$1,000 in interest income.

        Net sales were $1,146,000 for the first six months of 2001 as compared
to net sales of $1,312,000 for the first six months of 2000. The decrease of
$166,000 or 12.7% was primarily the result of a decrease in sales of audio
cassettes of $31,000, in mini and micro cassettes of $214,000, in video
cassettes of $61,000, and in other magnetic media products of $108,000 which was
offset by increase in custom assembly of $248,000.

        Gross margins decreased by $95,000 for the first six months of fiscal
2001, from $284,000 for the first six months of fiscal 2000 to $189,000 for the
first six 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
expenses decreased by $71,000 during the first six months of fiscal 2001 from
$557,000 for the first six months of fiscal 2000 compared to $486,000 for the
first six months of fiscal 2001.

        The Company has not recorded a provision for federal income tax for the
first six months of 2001 and 2000 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, 2001, the Company held common
stocks which had a cost of approximately $144,000 and market value of
approximately $99,000.

        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 $45,000 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.


                                       8
<PAGE>   10


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 2001 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

        Not applicable.




                                       9
<PAGE>   11


PART II. OTHER INFORMATION.

Item 4. Submission of Matters to a Vote of Security Holders.

        (a) On March 27, 2001, 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 6,808 Broker non-votes) as directors to serve until the
next Annual Meeting of Shareholders and their successors are duly elected and
qualified:

<TABLE>
<CAPTION>
      Name                 Vote For            Withheld          Abstain
      ----                 --------            --------          -------
<S>                        <C>                 <C>               <C>
Marshall I. Kass           2,781,331            10,724            31,477
Jonathan F. Kass           2,781,331            10,724            31,477
Michael S. Kass            2,781,331            10,724            31,477
Susan E. Kass              2,781,331            10,724            31,477
Rogelio Buenrostro         2,781,761             9,794            31,477
Jesse A. Lopez             2,783,386             8,169            31,477
</TABLE>


        At the meeting, an amendment to the Executive Stock Option Plan of the
Company increasing the number of shares of Common Stock from 300,000 to 600,000
covered by the Executive Stock Option Plan and extending the expiration date of
the Executive Stock Option Plan to January 24, 2011, was approved by the
shareholders by the following vote (there were 897,365 Broker non-votes):


<TABLE>
<CAPTION>
                              For              Against           Abstain
                           ---------           --------          -------
<S>                        <C>                  <C>               <C>
                           1,873,447            56,666            2,862
</TABLE>




                                       10
<PAGE>   12


Item 6. Exhibit and Reports on Form 8-K

(a) Exhibit:

        10.1 Amendment to Registrant's Executive Stock Option Plan (formerly the
        1989 Stock Option Plan).

(b) Reports on Form 8-K:

        During the quarter ended April 30, 2001, no reports on Form 8-K were
        filed.









                                       11
<PAGE>   13


                                   SIGNATURES

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



                                            CERTRON CORPORATION


Date:    June 12, 2001                      /s/ Jesse A. Lopez
     ---------------------                  -------------------------------
                                            Jesse A. Lopez
                                            Controller
                                            (Principal Accounting Officer)



Date:    June 12, 2001                      /s/ Marshall I. Kass
     ---------------------                  -------------------------------
                                            Marshall I. Kass
                                            Chairman of the Board and
                                            Chief Executive Officer




                                       12
<PAGE>   14

                                  EXHIBIT INDEX
                                       TO
                CERTRON CORPORATION QUARTERLY REPORT ON FORM 10-Q


<TABLE>
<CAPTION>
NO.                                 DESCRIPTION                             PAGE
---                                 -----------                             ----
<S>            <C>                                                          <C>
10.1           Amendment to Registrant's Executive Stock Option Plan         14
               (formerly the 1989 Stock Option Plan)
</TABLE>








                                       13