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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2002                                                    
|    |  |                                                                                                          
|OR 
|    |  |                                                                                                          
|( ) |  | TRANSITION REPORT
        PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
        1934
|    |  |                                                                                                          
|    |  | For the transition
        period from _____________to _____________                                     

Commission File No.: 09081

CERTRON CORPORATION

---

(Exact name of registrant as specified in its
  charter)


|                                        |  |                    
|--------------------------------------- |  | -------------------
|CALIFORNIA                              |  | 95-2461404         
|                                        |  |                    
|(State or other jurisdiction
        of |  | (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 o

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, 2002





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TABLE OF CONTENTS



|                             |                                                                                              |                                            |  |  |  |  |  | 
|---------------------------- | -------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I.FINANCIAL INFORMATION
|                             | Item 1. Financial Statements                                                                
|                             |                                                                                              | CONSOLIDATED BALANCE SHEETS               
|                             |                                                                                              | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                             |                                                                                              | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                             |                                                                                              | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                             | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
|                             | Item 3. Quantitative and Qualitative Disclosures About Market Risk.                         
|PART II. OTHER INFORMATION. 
|                             | Item 4. Submission of Matters to a Vote of Security Holders.                                
|                             | Item 6. Exhibit and Reports on Form 8-K                                                     
|SIGNATURE                   



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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,
|                                        |                                                |                                                                                                                          |              |                                                |        | 2002        |       | 2001       
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                |                                                                                                                          |              |                                                |        | (Unaudited) |       |             |        |      
|                                        |                                                |                                                                                                                          |              | ASSETS                                         |        |             |       |             |        |       |       |  
|CURRENT ASSETS:                         |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        | Cash and cash equivalents                      |                                                                                                                          | $            | 882                                            |        |             | $     | 1,075       |       
|                                        | Notes Receivable                               |                                                                                                                          |              | 33                                             |        |             |       | 99          |       
|                                        | Trade accounts receivable, net                 |                                                                                                                          |              | 111                                            |        |             |       | 129         |       
|                                        | Inventories:                                   |                                                                                                                          |              |                                                |        |             |       |             |       
|                                        |                                                |                                                                                                                          |              | Finished products                              |        |             | 596   |             |        |       | 653   |  
|                                        | Other current assets                           |                                                                                                                          |              | 37                                             |        |             |       | 81          |       
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                |                                                                                                                          |              | Total current assets                           |        |             | 1,659 |             |        |       | 2,037 |  
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|EQUIPMENT AND LEASEHOLD IMPROVEMENTS:   |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        | Machinery and equipment                        |                                                                                                                          |              | 132                                            |        |             |       | 132         |       
|                                        | Dies and molds                                 |                                                                                                                          |              | 317                                            |        |             |       | 317         |       
|                                        | Furniture, fixtures and
leasehold improvements |                                                                                                                          |              | 175                                            |        |             |       | 175         |       
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                |                                                                                                                          | 624          |                                                |        |             | 624   |            
|                                        |                                                |                                                                                                                          |              | Less accumulated depreciation
and amortization |        |             | (595  | )           |        |       | (586  | )
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                |                                                                                                                          |              | Net equipment and leasehold improvements       |        |             | 29    |             |        |       | 38    |  
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|MARKETABLE SECURITIES                   |                                                |                                                                                                                          | 77           |                                                |        |             | 113   |            
|OTHER ASSETS                            |                                                |                                                                                                                          | 20           |                                                |        |             | 20    |            
|NET ASSETS FROM DISCONTINUED OPERATIONS |                                                |                                                                                                                          |             |                                                |        |             | 12    |            
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                |                                                                                                                          | TOTAL ASSETS |                                                | $      | 1,785       |       |             | $      | 2,220 |      
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                | LIABILITIES AND STOCKHOLDERS EQUITY                                                                                     |              |                                                |        |             |       |             |        |      
|CURRENT LIABILITIES:                    |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                | Accrued advertising                                                                                                      |              | $                                              | 3      |             |       | $           | 37     |      
|                                        |                                                | Accrued professional fees                                                                                                |              |                                                | 25     |             |       |             | 35     |      
|                                        |                                                | Accrued payroll and related items                                                                                        |              |                                                | 26     |             |       |             | 54     |      
|                                        |                                                | Other accrued expenses                                                                                                   |              |                                                | 81     |             |       |             | 80     |      
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                |                                                                                                                          |              | Total current liabilities                      |        |             | 135   |             |        |       | 206   |  
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|STOCKHOLDERS EQUITY:                   |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                | Preferred Stock, $1.00 par value,
authorized 500,000 shares, no
shares issued and outstanding                            |              |                                                |        |             |       |             |        |      
|                                        |                                                | Common Stock, no par value;
stated value $1.00 per share: authorized 10,000,000
shares; issued and outstanding 3,128,000 |              |                                                | 3,128  |             |       |             | 3,128  |      
|                                        |                                                | Additional paid-in capital                                                                                               |              |                                                | 1,824  |             |       |             | 1,824  |      
|                                        |                                                | Net unrealized loss on marketable
equity securities                                                                      |              |                                                | (75    | )           |       |             | (87    | )    
|                                        |                                                | Accumulated deficit                                                                                                      |              |                                                | (3,227 | )           |       |             | (2,851 | )    
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                |                                                                                                                          |              | Total stockholders equity                     |        |             | 1,650 |             |        |       | 2,014 |  
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            
|                                        |                                                |                                                                                                                          |              | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY     |        | $           | 1,785 |             |        | $     | 2,220 |  
|                                        |                                                |                                                                                                                          |              |                                                |        |             |       |            

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

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

|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |       |  
|------------------------------------------- | ----------------------------------------------- | - | ---------------------------- | ----- | -------------------------- | - | --------- | ----- | ---- | - | --------- | ----- | - | - | --------- | ----- | -
|                                            |                                                 |   | Three Months ended April 30, |       | Six Months ended April 30,
|                                            |                                                 |   |                              |       |                           
|                                            |                                                 |   | 2002                         |       | 2001                       |   | 2002      |       | 2001
|                                            |                                                 |   |                              |       |                            |   |           |       |     
|                                            |                                                 |   | (Unaudited)                  |       | (Unaudited)               
|                                            |                                                 |   |                              |       |                           
|NET SALES                                   |                                                 | $ | 201                          |       |                            | $ | 381       |       |      | $ | 406       |       |   | $ | 805       |      
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|COST AND EXPENSES                           |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|                                            | Cost of products
Sold                           |   |                              | 176   |                            |   |           | 304   |      |   |           | 366   |   |   |           | 630   |  
|                                            | Selling, general
& administrative               |   |                              | 210   |                            |   |           | 228   |      |   |           | 419   |   |   |           | 460   |  
|                                            | Depreciation and
Amortization                   |   |                              | 4     |                            |   |           | 14    |      |   |           | 9     |   |   |           | 28    |  
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|                                            | Total costs and
expenses                        |   |                              | 390   |                            |   |           | 546   |      |   |           | 794   |   |   |           | 1,118 |  
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|Loss before other income
and expenses       |                                                 |   | (189                         | )     |                            |   | (165      | )     |      |   | (388      | )     |   |   | (313      | )    
|Other income -                              |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|                                            | Interest (net)                                  |   |                              | 6     |                            |   |           | 20    |      |   |           | 12    |   |   |           | 42    |  
|                                            | (Loss) Gain on sale
of stock                    |   |                              |      |                            |   |           | (1    | )    |   |           | 1     |   |   |           | 4     |  
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|Net loss before
Provision for taxes         |                                                 |   | ($183                        | )     |                            |   | ($146     | )     |      |   | ($375     | )     |   |   | ($267     | )    
|Provision for taxes                         |                                                 |   |                             |       |                            |   |          |       |      |   | 1         |       |   |   | 1         |      
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|Loss from continuing
operations             |                                                 |   | ($183                        | )     |                            |   | ($146     | )     |      |   | ($376     | )     |   |   | ($268     | )    
|Loss from discontinued
operations           |                                                 |   |                             |       |                            |   | (12       | )     |      |   |          |       |   |   | (12       | )    
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|Net loss                                    |                                                 |   | ($183                        | )     |                            |   | ($158     | )     |      |   | ($376     | )     |   |   | ($280     | )    
|OTHER COMPREHENSIVE                         |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|                                            | INCOME (LOSS):                                  |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |       |  
|                                            | Unrealized gain (loss)
on Marketable
Securities |   |                              | 12    |                            |   |           | (13   | )    |   |           | 12    |   |   |           | (13   | )
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|                                            | Comprehensive loss                              |   |                              | ($171 | )                          |   |           | ($171 | )    |   |           | ($364 | ) |   |           | ($293 | )
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|PER SHARE INFORMATION:                      |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|Basic loss per share                        |                                                 |   | ($0.05                       | )     |                            |   | ($0.05    | )     |      |   | ($0.12    | )     |   |   | ($0.09    | )    
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|Diluted loss per share                      |                                                 |   | ($0.05                       | )     |                            |   | ($0.05    | )     |      |   | ($0.12    | )     |   |   | ($0.09    | )    
|                                            |                                                 |   |                              |       |                            |   |           |       |      |   |           |       |   |   |           |      
|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,
|                                               |                                                                            |                                                   |       |                           
|                                               |                                                                            |                                                   |       | 2002                       |     | 2001
|                                               |                                                                            |                                                   |       |                            |     |     
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                            |                                                   |       |                            |     |      |       |      
|                                               | Net loss                                                                   |                                                   |       | ($376                      | )   |      |       | ($280 | )  
|                                               |                                                                            |                                                   |       |                            |     |      |       |      
|                                               | Adjustment to reconcile net loss
to net cash used in
operating activities: |                                                   |       |                            |     |      |       |       |    
|                                               |                                                                            | Depreciation and amortization                     |       |                            | 9   |      |       |       | 28  |  
|                                               |                                                                            | Changes in operating assets and liabilities:      |       |                            |     |      |       |       |     |  
|                                               |                                                                            | Decrease in trade accounts receivable             |       |                            | 84  |      |       |       | 61  |  
|                                               |                                                                            | Decrease in inventories                           |       |                            | 57  |      |       |       | 54  |  
|                                               |                                                                            | Decrease (Increase) in other assets               |       |                            | 44  |      |       |       | (43 | )
|                                               |                                                                            | Decrease in accrued expenses                      |       |                            | (71 | )    |       |       | (73 | )
|                                               |                                                                            | Decrease in net assets of discontinued
operations |       |                            | 12  |      |       |       |    |  
|                                               |                                                                            |                                                   |       |                            |     |      |       |      
|                                               | Net cash used in operating
activities                                      |                                                   |       | (241                       | )   |      |       | (253  | )  
|                                               |                                                                            |                                                   |       |                            |     |      |       |      
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                                                            |                                                   |       |                            |     |      |       |      
|                                               | Capital expenditures                                                       |                                                   |       |                            |     |      |       |       |    
|                                               | Proceeds from sale of marketable securities                                |                                                   |       | 85                         |     |      |       | 182   |    
|                                               | Purchase of marketable securities                                          |                                                   |       | (37                        | )   |      |       | (94   | )  
|                                               |                                                                            |                                                   |       |                            |     |      |       |      
|                                               | Net cash provided by
investing activities                                  |                                                   |       | 48                         |     |      |       | 88    |    
|                                               |                                                                            |                                                   |       |                            |     |      |       |      
|NET DECREASE IN CASH AND CASH
EQUIVALENTS      |                                                                            |                                                   | (193  | )                          |     |      | (165  | )    
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                            |                                                   | 1,075 |                            |     |      | 1,559 |      
|                                               |                                                                            |                                                   |       |                            |     |      |       |      
|CASH AND CASH EQUIVALENTS, end of period       |                                                                            | $                                                 | 882   |                            |     | $    | 1,394 |      
|                                               |                                                                            |                                                   |       |                            |     |      |       |      

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, 2002
(Unaudited)

NOTE A  BASIS OF PRESENTATION

The accompanying financial statements and footnotes have been condensed and
therefore do not contain all disclosures required by generally accepted
accounting principles. The interim financial statements are unaudited;
however, in the opinion of Certron Corporation (the Company), the interim
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. Results for interim periods are not necessarily indicative of
those to be expected for the full year. For the year ended October 31, 2001,
the Company reported a net loss from continuing operations of $451,000 on sales
from continuing operations of $1,475,000 and a net loss from discontinued
operations of $30,000 on sales from discontinued operations of $603,000.

NOTE B   MARKETABLE EQUITY SECURITIES

Management determines the appropriate classification of its investments in debt
and equity securities at the time of purchase and reevaluates such
determination at each balance sheet date. Securities available for sale are
carried at fair value, with the unrealized gains and losses, net of tax,
reported in a separate component of stockholders equity. At April 30, 2002
the Company had no investments that qualified as trading or held to maturity.

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

NOTE C  NOTES RECEIVABLE

A custom-assembly customer issued a promissory note to the Company for
outstanding accounts in the amount of $109,490 payable in ten equal monthly
installments at 10% interest with the first payment due on October 15, 2001 and
the final payment due on July 1, 2002. The balance is $32,847.21 as of April
30, 2002. All payments were current as of April 30, 2002.

NOTE D  DISCONTINUED OPERATIONS

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

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

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

|                                            |  |                                    |   |      |  |  |         |  
|------------------------------------------- |  | ---------------------------------- | - | ---- |  |  | ------- | -
|                                            |  | For the
Six Months Ended April 30,
|                                            |  |                                   
|                                            |  | 2002                               |   | 2001
|                                            |  |                                    |   |     
|Net sales                                   |  |                                    |  |      |  |  | 341,000 |  
|Loss from discontinued operations           |  |                                    |  |      |  |  | (12,000 | )
|Loss on disposal of discontinued operations |  |                                    |  |      |  |  |        |  
|Income tax expense                          |  |                                    |  |      |  |  |        |  
|Net loss from discontinued operations       |  |                                    |  |      |  |  | (12,000 | )

NOTE E  LEGAL PROCEEDINGS

The Company was notified by a letter dated June 2, 2000 received June 6, 2000
that the Company may have a potential liability from waste disposal in the
Casmalia Disposal Site at Santa Barbara County, California. The Company was
given a choice of either signing an agreement that would toll the statute of
limitations for eighteen (18) months in order to allow the Company to resolve
any liability with the government without incurring costs associated with being
named a defendant in a lawsuit, or becoming an immediate defendant in a
lawsuit. The Company signed the tolling agreement. On November 20, 2001, the
tolling agreement was extended for an additional 18 months. While the amount
which will be required to settle this matter is not expected to be material,
Certron is unable to estimate the amount that may be required to settle this
matter. The Company is waiting for communication from the government
concerning settlement of this claim. The statement that the Company does not
expect the amount to be material is a forward-looking statement which involves
risks and uncertainties that could cause actual results to differ include,
among 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 12.29
to 1 at April 30, 2002.

|                |  |            |           |           |  |   |           | 
|--------------- |  | ---------- | --------- | --------- |  | - | --------- | 
|                |  | 04/30/02   |           | 10/31/01 
|                |  |            |           |          
|Working capital |  | $          | 1,524,000 |           |  | $ | 1,831,000 | 
|Current ratio   |  | 12.29 to 1 |           | 9.89 to 1

The Companys liquidity has been supplied from internally generated funds.
The Company believes that it will be able to fund its existing business out of
current cash flow without the necessity of bank borrowing. At April 30, 2002,
the Company had no material commitments for capital expenditures.

The intense competition in the magnetic media field has made it difficult
for the Company to maintain prices on its magnetic media products and has
continually reduced the Companys margins on these products. As a result, the
Company has discontinued sales of certain magnetic media products and refused
to sell magnetic media products at prices not resulting in certain minimum
margin returns. The Company does not believe that price competition in the
magnetic media field will lessen in the foreseeable future and, therefore,
there may not presently be meaningful opportunities for it to substantially
increase its sales and operating profit through its traditional outlets.

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

RESULTS OF OPERATIONS

Second Quarter Fiscal 2002 compared to Second Quarter Fiscal 2001

During the second quarter of fiscal 2002, the Company had a net loss from
continuing operations of $183,000 as compared to a net loss from continuing
operations of $146,000 during the second quarter of fiscal 2001. The increase
in net loss from continuing operations for the second quarter of 2002 compared
to the net loss from continuing operations in the second quarter of 2001 was
due to a decrease in magnetic media sales of $180,000 from $381,000 in the
second quarter of 2001 to $201,000 in the second quarter of 2002.

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

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all expenses associated with the closing of Mexico operations were either
paid or fully accrued in fiscal 2001.

Net sales from continuing operations were $201,000 for the second quarter
of 2002 as compared to sales of $381,000 in the second quarter of 2001. The
decrease of $180,000 or 47% was primarily the result of a decrease in sales of
video cassettes and mini and micro cassettes of $76,000 and other magnetic
media products of $104,000. Net sales for discontinued operations were
$166,000 in the second quarter of 2001. 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 2002 will be approximately the same
or less than the sales in the second quarter of fiscal 2002.

Gross margins decreased by $52,000 for the quarter ended April 30, 2002,
from $77,000 in the second quarter of fiscal 2001 to $25,000 in the second
quarter of fiscal 2002. 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 $18,000 during the second quarter of fiscal 2002 from
$228,000 in the second quarter of fiscal 2001 to $210,000 in the second quarter
of fiscal 2002.

The Company has not recorded a provision for federal income tax for the
second quarter of 2001 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, 2002, the Company
held common stocks which had a cost of approximately $152,000 and market value
of approximately $77,000.

The Company has recorded the value of its investments in marketable
securities on its Balance Sheet at market value and the decrease of
approximately $75,000 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 2002 compared to Six Months Fiscal 2001

For the first six months of fiscal 2002, the Company had a net loss from
continuing operations of $376,000 as compared to a net loss from continuing
operations of $268,000 for the first six months of fiscal 2001. The increase
in net loss for the first six months of fiscal 2002 as compared to the first
six months of fiscal 2002 of $108,000 is due primarily to the decrease in gross
profit of $135,000, decrease of $3,000 in gain of sale in stocks, decrease of
$30,000 in interest income offset by the decrease in selling, general
administrative and depreciation expenses of $60,000.

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Net sales from continuing operations were $406,000 for the first six
months of 2002 as compared to net sales from continuing operations of $805,000
for the first six months of 2001. The decrease of $399,000 or 49% was
primarily the result of a decrease in sales of audio cassettes of $28,000, in
mini and micro cassettes of $68,000, in video cassettes of $63,000, and in
other magnetic media products of $240,000.

Gross margins decreased by $135,000 for the first six months of fiscal
2002, from $175,000 for the first six months of fiscal 2001 to $40,000 for the
first six months of fiscal 2002. 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 $60,000 during the first six months of
fiscal 2002 from $488,000 for the first six months of fiscal 2001 compared to
$428,000 for the first six months of fiscal 2002.

The Company has not recorded a provision for federal income tax for the
first six months of 2002 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, 2002, the Company
held common stocks which had a cost of approximately $152,000 and market value
of approximately $77,000.

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 $75,000 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, including
statements as to the Companys anticipated sales in the third quarter of the
2002 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.

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PART II. OTHER INFORMATION.




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

(a)  On March 26, 2002, 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 26,593 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 |  |          | 2,626,874 |          |  |         | 5,767 |  |  |  | 162,577 | 
|Jonathan
          F. Kass |  |          | 2,626,874 |          |  |         | 5,767 |  |  |  | 162,577 | 
|Michael
          S. Kass  |  |          | 2,626,874 |          |  |         | 5,767 |  |  |  | 162,577 | 
|Susan E. Kass              |  |          | 2,626,874 |          |  |         | 6,757 |  |  |  | 162,577 | 
|Jesse A. Lopez             |  |          | 2,626,844 |          |  |         | 5,797 |  |  |  | 162,577 | 

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Item 6. Exhibit and Reports on Form 8-K

(a)  Exhibit:

(b)  Reports on Form 8-K:

| |                                                                            
| | ---------------------------------------------------------------------------
| | During the quarter ended April 30, 2002, 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                                                                                                       
|                    |  |                                                                                                                           
|                    |  |                                                                                                                           
|                    |  | /s/ Marshall I. Kass                                                                                                      
|Date: June 11, 2002 |  | Marshall I. Kass 
        Chairman of the Board, 
        Chief Executive Officer and 
        Principal Financial Officer

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