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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-QSB



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(Mark one)

|[X] |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- |  | ---------------------------------------------------------------------------------

For the quarterly period ended June 30, 2001



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

For the transition period from ______________ to _____________



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Commission File Number: 0-29493

Tekron, Inc.

(Exact name of small business issuer as specified in its charter)


|                         |  |                         
|------------------------ |  | ------------------------
|Delaware                 |  | 51-0395658              
|                         |  |                         
|(State of incorporation) |  | (IRS Employer ID Number)

26 Voyager Court, South, Etobicoke, Ontario, Canada M9W 5M7

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(Address of principal executive offices)


(416) 679-0707

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(Issuers telephone number)


13123 Poway Road, Poway, CA 92064

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(Former name, former address and former fiscal year, if changed since last report)




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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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   [   ]

State the number of shares outstanding of each of the issuers classes of
common equity as of the latest practicable date: July 20, 2001: 4,095,000

Transitional Small Business Disclosure Format (check one):   YES   [   ]    NO  [X]



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TABLE OF CONTENTS



|                            |                                                                                                       |                                                   |  |  |  |  |  | 
|--------------------------- | ----------------------------------------------------------------------------------------------------- | ------------------------------------------------- |  |  |  |  |  | 
|                            | Item 1  Part 1  Financial Statements                                                               
|                            |                                                                                                       | Balance Sheets                                   
|                            |                                                                                                       | Statements of Operations and Comprehensive Income
|                            |                                                                                                       | Statements of Cash Flows                         
|                            |                                                                                                       | Notes to Financial Statements                    
|                            | Part I  Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
|Part II  Other Information
|                            | Item 1  Legal Proceedings                                                                           
|                            | Item 2  Changes in Securities                                                                       
|                            | Item 3  Defaults on Senior Securities                                                               
|                            | Item 4  Submission of Matters to a Vote of Security Holders                                         
|                            | Item 5  Other Information                                                                           
|                            | Item 6  Exhibits and Reports on Form 8-K                                                            
|SIGNATURES                 



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##### Table of Contents



Tekron, Inc.

Form 10-QSB for the Quarter ended June 30, 2001

Table of Contents

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|Part I -   |  | Financial Information                                     |  |     
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|Item 1     |  | Financial Statements                                      |  | 3   
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|Item 2     |  | Managements Discussion and Analysis or Plan of Operation |  | 10  
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|Item 1     |  | Legal Proceedings                                         |  | 11  
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|Item 2     |  | Changes in Securities                                     |  | 11  
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|Item 4     |  | Submission of Matters to a Vote of Security Holders       |  | 11  
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|Item 5     |  | Other Information                                         |  | 11  
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|Item 6     |  | Exhibits and Reports on Form 8-K                          |  | 11  
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|Signatures |  | 11                                                       



2



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##### Table of Contents






Item 1  Part 1  Financial Statements




Tekron, Inc.
(a development stage company)Balance Sheets
June 30, 2001 and 2000

(Unaudited)

|                                           |                                                                                                                                     |                            |   |          |   |          |       |        |       | 
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | - | -------- | - | -------- | ----- | ------ | ----- | 
|                                           |                                                                                                                                     |                            |   | June 30, |   | June 30,
|                                           |                                                                                                                                     |                            |   | 2001     |   | 2000    
|                                           |                                                                                                                                     |                            |   |          |   |         
|ASSETS                                    
|                                          
|                                          
|                                          
|                                          
|Current Assets                             |                                                                                                                                     |                            |   |          |   |          |       |       
|                                          
|                                          
|                                          
|                                          
|                                           | Cash on hand and in bank                                                                                                            |                            | $ |         |   |          | $     | 1,588  |      
|                                           |                                                                                                                                     |                            |   |          |   |          |       |       
|Total Assets                               |                                                                                                                                     | $                          |  |          |   | $        | 1,588 |       
|                                           |                                                                                                                                     |                            |   |          |   |          |       |       
|LIABILITIES AND SHAREHOLDERS EQUITY      
|                                          
|                                          
|                                          
|                                          
|Current Liabilities                        |                                                                                                                                     |                            |   |          |   |          |       |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable  trade                                                                                                            |                            | $ |         |   |          | $     |       |      
|                                           |                                                                                                                                     |                            |   |          |   |          |       |       
|Commitments and Contingencies              |                                                                                                                                     |                            |   |          |   |          |       |       
|                                          
|                                          
|                                          
|                                          
|Shareholders Equity                       |                                                                                                                                     |                            |   |          |   |          |       |       
|                                          
|                                          
|                                          
|                                          
|                                           | Common stock  $0.001 par value.
50,000,000 shares authorized.
4,095,0000 and 4,104,000 shares
issued and outstanding, respectively |                            |   | 4,095    |   |          |       | 4,104  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Additional paid-in capital                                                                                                          |                            |   | 5,025    |   |          |       | 5,016  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Deficit accumulated during the development stage                                                                                    |                            |   | (9,120   | ) |          |       | (7,532 | )    
|                                           |                                                                                                                                     |                            |   |          |   |          |       |       
|                                           |                                                                                                                                     | Total shareholders equity |   |          |  |          |       |        | 1,588 | 
|                                           |                                                                                                                                     |                            |   |          |   |          |       |       
|Total Liabilities and Shareholders Equity |                                                                                                                                     | $                          |  |          |   | $        | 1,588 |       
|                                           |                                                                                                                                     |                            |   |          |   |          |       |       

The financial information presented herein has been prepared by managementwithout audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.



3



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##### Table of Contents






Tekron, Inc.
(a development stage company)Statements of Operations and Comprehensive Income
Three months ended June 30, 2001 and 2000
Period from May 31, 1994 (date of inception) through June 30, 2001

(Unaudited)

|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           |              |       | 
|----------------------------------------------------------------------------------------------------------- | -------------------------- | -------------- | --------- | ------------ | --- | ------------ | --------- | ------------------- | ----- | - | --------- | ------------ | ----- | 
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           | Period from 
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           | May 31, 1994
|                                                                                                            |                            |                |           | Three months |     | Three months |           | (date of inception)
|                                                                                                            |                            |                |           | ended        |     | ended        |           | through            
|                                                                                                            |                            |                |           | June 30,     |     | June 30,     |           | June 30,           
|                                                                                                            |                            |                |           | 2001         |     | 2000         |           | 2001               
|                                                                                                            |                            |                |           |              |     |              |           |                    
|Revenues                                                                                                    |                            | $              |          |              |     | $            |          |                     |       | $ |          |             
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           |             
|Expenses                                                                                                    |                            |                |           |              |     |              |           |                     |       |   |           |             
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | General and administrative |                |           | 370          |     |              |           | 3,285               |       |   |           | 9,120        |      
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           |             
|                                                                                                            |                            | Total expenses |           |              | 370 |              |           |                     | 3,285 |   |           |              | 9,120 | 
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           |             
|Loss before Income Taxes                                                                                    |                            |                | (370      | )            |     |              | (3,285    | )                   |       |   | (9,120    | )           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Provision for Income Taxes                                                                                  |                            |                |          |              |     |              |          |                     |       |   |          |             
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           |             
|Net Loss                                                                                                    |                            |                | (370      | )            |     |              | (3,285    | )                   |       |   | (9,120    | )           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Other comprehensive income                                                                                  |                            |                |          |              |     |              |          |                     |       |   |          |             
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           |             
|Comprehensive Income                                                                                        |                            | $              | (370      | )            |     | $            | (3,285    | )                   |       | $ | (9,120    | )           
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           |             
|Loss per weighted-average share of common
stock outstanding, computed on Net Loss -
basic and fully diluted |                            |                | nil       |              |     |              | nil       |                     |       |   | nil       |             
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           |             
|Weighted-average number of shares of common
stock outstanding                                               |                            |                | 4,095,000 |              |     |              | 4,104,000 |                     |       |   | 1,982,174 |             
|                                                                                                            |                            |                |           |              |     |              |           |                     |       |   |           |             

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.



4



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##### Table of Contents






Tekron, Inc.
(a development stage company)Statements of Cash Flows
Three months ended June 30, 2001 and 2000
Period from May 31, 1994 (date of inception) through June 30, 2001

(Unaudited)

|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |              |   | 
|---------------------------------------------------------- | -------------------------------------------------------------------------------- | ------------------------------- | ---- | ------------ | - | ------------ | ------ | ------------------- | - | - | ------ | ------------ | - | 
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        | Period from 
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        | May 31, 1994
|                                                           |                                                                                  |                                 |      | Three months |   | Three months |        | (date of inception)
|                                                           |                                                                                  |                                 |      | ended        |   | ended        |        | through            
|                                                           |                                                                                  |                                 |      | June 30,     |   | June 30,     |        | June 30,           
|                                                           |                                                                                  |                                 |      | 2001         |   | 2000         |        | 2001               
|                                                           |                                                                                  |                                 |      |              |   |              |        |                    
|Cash Flows from Operating Activities                       |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           | Net Loss                                                                         |                                 | $    | (370         | ) |              | $      | (3,285              | ) |   | $      | (9,120       | )
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           | Adjustments to reconcile net income to
net cash provided by operating activities
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           | Common stock issued for services                                                 |                                 |      |             |   |              |        |                    |   |   |        | 20           |  
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|Net cash used in operating activities                      |                                                                                  |                                 | (370 | )            |   |              | (3,285 | )                   |   |   | (9,100 | )           
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|Cash Flows from Investing Activities                       |                                                                                  |                                 |     |              |   |              |       |                     |   |   |       |             
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|Cash Flows from Financing Activities                       |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           | Proceeds from sale of common stock                                               |                                 |      |             |   |              |        |                    |   |   |        | 9,100        |  
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|Net cash provided by financing activities                  |                                                                                  |                                 |     |              |   |              |       |                     |   |   | 9,100  |             
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|Increase (Decrease) in Cash                                |                                                                                  |                                 | (370 | )            |   |              | (3,285 | )                   |   |   |       |             
|                                                          
|                                                          
|                                                          
|                                                          
|Cash at beginning of period                                |                                                                                  |                                 | 370  |              |   |              | 4,873  |                     |   |   |       |             
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|Cash at end of period                                      |                                                                                  | $                               |     |              |   | $            | 1,588  |                     |   | $ |       |             
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|Supplemental Disclosures of Interest
and Income Taxes Paid |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           |                                                                                  | Interest paid during the period |      | $            |  |              |        | $                   |  |   |        | $            |  | 
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             
|                                                           |                                                                                  | Income taxes paid (refunded)    |      | $            |  |              |        | $                   |  |   |        | $            |  | 
|                                                           |                                                                                  |                                 |      |              |   |              |        |                     |   |   |        |             

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.



5



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Tekron, Inc.
(a development stage company)

Notes to Financial Statements

Note A  Organization and Description of Business

Tekron, Inc. (Company) was incorporated on May 31, 1994 in accordance with the
laws of the State of Delaware. The Company was formed for the purpose of
developing a marine service company for boat owners that would offer on-site
preventative maintenance and repair services. The Company has had no
substantial operations or substantial assets since inception.

The Company has had no substantial operations or substantial assets since
inception. Due to the lack of sustaining operations from inception, the
Company is considered in the development stage and, as such, has generated no
significant operating revenues and has incurred cumulative operating losses of
approximately $9,100.

The Company follows the accrual basis of accounting in accordance with
generally accepted accounting principles and has a year-end of March 31.

During interim periods, the Company follows the accounting policies set forth
in its annual audited financial statements filed with the U. S. Securities and
Exchange Commission on its Annual Report on Form 10-KSB for the year ended
March 31, 2001. The information presented within these interim financial
statements may not include all disclosures required by generally accepted
accounting principles and the users of financial information provided for
interim periods should refer to the annual financial information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the U. S. Securities and Exchange Commissions
instructions for Form 10-QSB, are unaudited and contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations and cash flows of
the Company for the respective interim periods presented. The current period
results of operations are not necessarily indicative of results which
ultimately will be reported for the full fiscal year ending March 31, 2002.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Note B  Going Concern Uncertainty

The Company is fully dependent either future sales of securities or upon its
current management and/or advances or loans from significant stockholders or
corporate officers to provide sufficient working capital to preserve the
integrity of the corporate entity during the development phase.

There is no assurance that the Company will be able to obtain additional
funding through the sales of additional securities or, that such funding, if
available, will be obtained on terms favorable to or affordable by the Company.

It is the intent of management and significant stockholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity. However, there is no legal obligation for either
management or significant stockholders to provide additional future funding.



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Tekron, Inc.
(a development stage company)

Notes to Financial Statements  Continued

Note C  Summary of Significant Accounting Policies



|1. |  | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|2. |  | Organization costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | The Company has adopted the provisions of AICPA Statement of Position 98-5,
Reporting on the Costs of Start-Up Activities whereby all organization and
initial costs incurred with the incorporation and initial capitalization of
the Company were charged to operations as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|3. |  | Research and development expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | Research and development expenses are charged to operations as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|4. |  | Advertising expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | Advertising and marketing expenses are charged to operations as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|5. |  | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | The Company utilizes the asset and liability method of accounting for income
taxes. At June 30, 2001 and 2000, the deferred tax asset and deferred tax
liability accounts, as recorded when material, are entirely the result of
temporary differences. Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization. As of June
30, 2001 and 2000, respectively, the deferred tax asset is related solely to
the Companys net operating loss carryforward and is fully reserved.                                                                                                                           
|  
|6. |  | Earnings (loss) per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock method.
The calculation of fully diluted earnings (loss) per share assumes the
dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of June 30, 2001 and 2000, respectively,
the Company had no warrants and/or options outstanding.

Note D  Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.



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##### Table of Contents



Tekron, Inc.
(a development stage company)

Notes to Financial Statements  Continued

Note E  Income Taxes

The components of income tax (benefit) expense for the three months ended June
30, 2001 and 2000 and for the period from May 31, 1994 (date of inception)
through June 30, 2001, respectively, are as follows:

|         |          |  |          |   |          |  |            |   |  |  |   |   | 
|-------- | -------- |  | -------- | - | -------- |  | ---------- | - |  |  | - | - | 
|         |          |  | June 30, |   | June 30, |  |            |   | 
|         |          |  | 2001     |   | 2000     |  | Cumulative
|         |          |  |          |   |          |  |           
|Federal: |          |  |          |   |          |  |            |   |  |  |   |  
|        
|        
|        
|        
|         | Current  |  | $        |  |          |  | $          |  |  |  | $ |  | 
|        
|        
|        
|        
|         | Deferred |  |          |  |          |  |            |  |  |  |   |  | 
|         |          |  |          |   |          |  |            |   |  |  |   |  
|         |          |  |          |   |          |  |            |   |  |  |   |  
|         |          |  |          |   |          |  |            |   |  |  |   |  
|State:   |          |  |          |   |          |  |            |   |  |  |   |  
|        
|        
|        
|        
|         | Current  |  |          |  |          |  |            |  |  |  |   |  | 
|        
|        
|        
|        
|         | Deferred |  |          |  |          |  |            |  |  |  |   |  | 
|         |          |  |          |   |          |  |            |   |  |  |   |  
|         |          |  |          |   |          |  |            |   |  |  |   |  
|         |          |  |          |   |          |  |            |   |  |  |   |  
|         | Total    |  | $        |  |          |  | $          |  |  |  | $ |  | 
|         |          |  |          |   |          |  |            |   |  |  |   |  

As of June 30, 2001, the Company has a net operating loss carryforward of
approximately $9,120 to offset future taxable income. Subject to current
regulations, this carryforward will begin to expire in 2015. The amount and
availability of the net operating loss carryforwards may be subject to
limitations set forth by the Internal Revenue Code. Factors such as the number
of shares ultimately issued within a three year look-back period; whether there
is a deemed more than 50 percent change in control; the applicable long-term
tax exempt bond rate; continuity of historical business; and subsequent income
of the Company all enter into the annual computation of allowable annual
utilization of the carryforwards.

The Companys income tax expense for the years ended June 30, 2001 and 2000 and
for the period from June 30, 1994 (date of inception) through March 31, 2001,
respectively, are as follows:

|                                                    |                                                 |                    |      |          |   |          |        |            |   |   |        |       |   | 
|--------------------------------------------------- | ----------------------------------------------- | ------------------ | ---- | -------- | - | -------- | ------ | ---------- | - | - | ------ | ----- | - | 
|                                                    |                                                 |                    |      | June 30, |   | June 30, |        |            |   |  
|                                                    |                                                 |                    |      | 2001     |   | 2000     |        | Cumulative
|                                                    |                                                 |                    |      |          |   |          |        |           
|Statutory rate applied to loss before income taxes  |                                                 | $                  | (126 | )        |   | $        | (1,117 | )          |   | $ | (3,101 | )    
|                                                   
|                                                   
|                                                   
|                                                   
|Increase (decrease) in income taxes resulting from: |                                                 |                    |      |          |   |          |        |            |   |   |        |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | State income taxes                              |                    |      |         |   |          |        |           |   |   |        |      |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other, including reserve for deferred tax asset |                    |      | 126      |   |          |        | 1,117      |   |   |        | 3,101 |  
|                                                    |                                                 |                    |      |          |   |          |        |            |   |   |        |      
|                                                    |                                                 | Income tax expense |      | $        |  |          |        | $          |  |   |        | $     |  | 
|                                                    |                                                 |                    |      |          |   |          |        |            |   |   |        |      



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Tekron, Inc.
(a development stage company)

Notes to Financial Statements  Continued

Note E  Income Taxes  Continued

Temporary differences, consisting primarily of statutory deferrals of expenses
for organizational costs and statutory differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and
tax bases of assets and liabilities give rise to deferred tax assets and
liabilities as of June 30, 2001 and 2000, respectively:

|                                                       |                          |   |          |        |          |   |            |        |   |   |       |        |  
|------------------------------------------------------ | ------------------------ | - | -------- | ------ | -------- | - | ---------- | ------ | - | - | ----- | ------ | -
|                                                       |                          |   | June 30, |        | June 30, |   |            |        |  
|                                                       |                          |   | 2001     |        | 2000     |   | Cumulative
|                                                       |                          |   |          |        |          |   |           
|Deferred tax assets
  Net operating loss carryforwards |                          | $ | 3,101    |        |          | $ | 2,561      |        |   | $ | 3,101 |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Less valuation allowance |   |          | (3,101 | )        |   |            | (2,561 | ) |   |       | (3,101 | )
|                                                       |                          |   |          |        |          |   |            |        |   |   |       |       
|Net Deferred Tax Asset                                 |                          | $ |         |        |          | $ |           |        |   | $ |      |       
|                                                       |                          |   |          |        |          |   |            |        |   |   |       |       

Note E  Common Stock Transactions

On September 16, 1999, the Company amended its Certificate of Incorporation to
allow for the issuance of up to 20,000,000 shares of $0.001 par value common
stock from the originally authorized amount of 20,000,000 shares of $0.00001
par value common stock. The effect of this change is reflected in the
accompanying financial statements as of the first day of the first period
presented.

On December 8, 1999, the Companys Board of Directors approved and implemented
a 45 for 1 forward stock split on the issued and outstanding shares of common
stock. This action caused the issued and outstanding shares to increase from
91,200 to 4,104,000. The effect of this action is reflected in the
accompanying financial statements as of the first day of the first period
presented.

On March 22, 2001, the Companys officers surrendered and cancelled 9,000
shares of common stock to the Company for no consideration. The effect of this
action was to reallocate the par value of the surrendered shares to additional
paid-in capital.

(Remainder of this page left blank intentionally)



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##### Table of Contents






Part I  Item 2

Managements Discussion and Analysis of Financial Condition and Results of Operations

(1)  Caution Regarding Forward-Looking Information

This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the
Company or management as well as assumptions made by and information currently
available to the Company or management. When used in this document, the words
anticipate, believe, estimate, expect and intend and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view
of the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered
in light of the accompanying meaningful cautionary statements herein.

(2)  Results of Operations, Liquidity and Capital Resources

Tekron, Inc. (Company) experienced a change in the Board of Directors and
Senior Management on June 11, 2001. Accordingly, the Company may or may not
elect to continue on its initial plan of operation as previously reported in
its Form 10-KSB for the year ended March 31, 2001.

Accordingly, the Company may seek a suitable merger or acquisition candidate.
In order to do so, it will require additional capital to pay ongoing expenses,
including particularly legal and accounting fees incurred in conjunction with
preparation and filing of various required periodic reports to the U. S.
Securities and Exchange Commission.

The Company has engaged in no significant operations other than organizational
activities and preparation for registration of its securities under the
Securities Exchange Act of 1934, as amended, since its inception in May 1994.

For the three months ended June 30,, 2001 and 2000, respectively, the Company
incurred net operating losses as a result of expenses principally associated
with compliance with reporting obligations under The Securities Exchange Act of
1934, and other administrative expenses associated with the maintenance of the
Companys issued and outstanding stock records. The Company anticipates that
until either its previously discussed business plan or a business combination
is completed with an acquisition candidate, it will not generate revenues. The
Company may also continue to operate at a loss after completing a business
combination, depending upon the performance of its executed business plan or
the performance of any acquired business.

The Company is fully dependent either future sales of securities or upon its
current management and/or advances or loans from significant stockholders or
corporate officers to provide sufficient working capital to preserve the
integrity of the corporate entity during the development phase.

There is no assurance that the Company will be able to obtain additional
funding through the sales of additional securities or, that such funding, if
available, will be obtained on terms favorable to or affordable by the Company.

It is the intent of management and significant stockholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity. However, there is no legal obligation for either
management or significant stockholders to provide additional future funding.

Further, the Company has no plans, proposals, arrangements or understandings
with respect to the sale or issuance of additional securities at the date of
this filing and the Company does not currently contemplate making a Regulation
S offering.

Regardless of whether the Companys cash assets prove to be inadequate to meet
the Companys operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.



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In such a restricted cash flow scenario, we would be unable to complete our
business plan steps, and would, instead, delay all cash intensive activities.
Without necessary cash flow, we may be dormant during the next twelve months,
or until such time as necessary funds could be raised in the equity securities
market.




Part II  Other Information




Item 1  Legal Proceedings

None




Item 2  Changes in Securities

None




Item 3  Defaults on Senior Securities

None




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



| |  | The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
| |  | --------------------------------------------------------------------------------------------------------------------




Item 5  Other Information



| |  | On June 11, 2001, Andrew Chandler and Don Fulton resigned as members of the
Board of Directors and Corporate Officers. Concurrently, Nicholas Plessas
and William P. Kefalas were appointed as Directors of the Company to
complete the unexpired terms of Mr. Chandler and Mr. Fulton until the next
called meeting of the Companys shareholders. Mr. Plessas and Mr. Kefalas
were also elected as Corporate Officers of the Company.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Item 6  Exhibits and Reports on Form 8-K



| |  | Exhibits  None           
| |  | --------------------------
| |  | Reports on Form 8-K  None



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                 |                       
|---------------- | ----------------------
|                 | Tekron, Inc.          
|                 |                       
|                 |                       
|August 13 , 2001 | /s/ Nicholas Plessas  
|                 |                       
|                 | Nicholas Plessas      
|                 | President and Director



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