U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the Year Ended: March 31, 2002

                         Commission File Number: 0-29493

                                  TEKRON, INC.
                 (Name of Small Business Issuer in Its Charter)


          DELAWARE                                     51-0395658
--------------------------------          ------------------------------------
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)

26 Voyager Court South,Ontario. Canada                    M9W 5M7
--------------------------------------        ------------------------------
(Address of principal Executive Offices)               (Postal Code)

                                 (519) 661-0609
                                ----------------
                           (Issuer's Telephone Number)

         Securities Registered under Section 12(g) of the Exchange Act:

                         Common Stock -- .001 Par Value
                         ------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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  [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

                                  Yes [X]    No [ ]

The issuer had no revenues for the year ended March 31, 2002.

As of March 31, 2002, the registrant had 4,104,000 shares of common stock, $.001
par value, issued and outstanding.



<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>               <C>
PART I

ITEM 1            DESCRIPTION OF THE BUSINESS
ITEM 2            DESCRIPTION OF PROPERTY
ITEM 3            LEGAL PROCEEDINGS
ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5            MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
                  AND OTHER SHAREHOLDER MATTERS
ITEM 6            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS
ITEM 7            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  CONTROL AND FINANCIAL DISCLOSURE

PART III

ITEM 9            DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
ITEM 10           EXECUTIVE COMPENSATION
ITEM 11           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 12           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 13           EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

SIGNATURES
</TABLE>


                                       2
<PAGE>
                                     PART I

                                     ITEM 1
                           DESCRIPTION OF THE BUSINESS

Tekron, Inc., referred to in this registration statement as Tekron, the Company,
we or us, was incorporated in the State of Delaware on May 31, 1994 for the
purpose of developing a marine service company for boat owners that would offer
on-site preventative maintenance and repair services.

We received our initial funding through the sale of common stock to investors
from the period of approximately December 1, 1997 until January 31, 1998. We
offered and sold 91,000 common stock shares at $0.10 per share to non-affiliated
private investors.

We have been in the development stage since our organization and have no
operations to date. Other than issuing shares to shareholders, we have not
commenced any operational activities. As such, we can be defined as a "shell"
company, whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity. Our directors have elected to commence
implementation of our principal business purpose. Our offices are located at 26
Voyager Court South, Ontario, Canada M9W 5M7.

The proposed business activities described in this report classify us as a blank
check company. Many states have enacted statutes, rules and regulations limiting
the sale of securities of blank check companies in their respective
jurisdictions. We do not intend to undertake any other offering of our
securities, either debt or equity, until such time as we have successfully
implemented our business plan.

On March 15, 2002, we entered into a Letter of Intent with Reva Technologies
Corp. ("Reva"). The Letter of Intent generally outlines the terms of a potential
transaction through which we would acquire all of the issued and outstanding
capital stock of Reva. The Letter of Intent is not binding on either party, and
the completion of any such transaction is subject to the successful negotiation
and execution of definitive transaction documents, the satisfaction of all
conditions to closing, and the closing of the transaction. There can be no
assurances that we will be successful in our efforts to negotiate and execute
definitive transaction documents, satisfy the conditions to closing, or close
the transaction in question.

Reva is in the business of designing and manufacturing an all electric vehicle
for global distribution to specialty niche markets in the global government and
industrial marketplaces.

Competition
-----------

We will remain an insignificant participant among the marketplace of firms that
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than we. In view of
our limited financial resources and limited management availability, we will
continue to be at a significant competitive disadvantage to our competitors.

Employees
---------

We have two (2) full time employees. Luigi Brun, our President, Secretary, and a
Director, and Mr. Douglas have agreed to allocate all their time to our business
activities, without compensation. We anticipate that our business plan can be
implemented through the efforts of Mr. Brun and Mr. Douglas devoting their vast
business experience to our business affairs.

                                       3

<PAGE>
                                     ITEM 2
                             DESCRIPTION OF PROPERTY

The Company's principal executive office address is 26 Voyager Court South,
Ontario, M9W 5M7. The principal executive office and telephone number are
provided by Mr. Brun, an officer of the corporation, at no cost to the
corporation. Management considers the Company's current principal office space
arrangement adequate until such time as the Company achieves its business plan
goal of raising capital of $1,500,000 and then begins hiring new employees per
its business plan.

                                     ITEM 3
                                LEGAL PROCEEDINGS

The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.

                                     ITEM 4
               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended March 31, 2002, there were no
submissions of matters to a vote of security holders.

                                     PART II

                                     ITEM 5
       MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
                            OTHER SHAREHOLDER MATTERS

The Company was cleared for trading on the OTC Electronic Bulletin Board
("OTCBB") which is sponsored by the National Association of Securities Dealers
("NASD") on January 11, 2001, and the Company's common stock is currently listed
on the OTCBB. The OTC Electronic Bulletin Board is a network of security dealers
who buy and sell stock. The dealers are connected by a computer network which
provides information on current "bids" and "asks" as well as volume information.
As of the date of this filing, there is no active public market for the
Company's securities.

As of July 16, 2002, the Company had 165 shareholders of record. The Company has
paid no cash dividends. The Company has no outstanding options.

                                     ITEM 6
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION
                            AND RESULTS OF OPERATIONS

(1)      Caution Regarding Forward-Looking Information

Certain statements contained in this quarterly filing, including, without
limitation, statements containing the words "believes", "anticipates", "expects"
and words of similar import, constitute forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.

Such factors include, among others, the following: international, national and
local general economic and market conditions: demographic changes; the ability
of the Company to sustain, manage or forecast its growth; the ability of the
Company to successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-QSB and investors are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly
                                       4
<PAGE>
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.

During the period before we fully develop our business plan and commence
operations, we may be referred to as a shell corporation and as we trade on the
NASD Bulletin Board, a trading and reporting shell corporation. Shell
corporations have zero or nominal assets and typically no stated or contingent
liabilities. Private companies wishing to become publicly trading may wish to
merge with a shell (a reverse merger) whereby the shareholders of the private
Company become the majority of the shareholders of the combined Company. The
private Company may purchase for cash all or a portion of the common share of
the shell corporation from its major stockholders. Typically, the Board and
officers of the private Company become the new Board and officers of the
combined Company and often the name of the private Company becomes the name of
the combined Company.

The Company has very limited capital, and it is unlikely that the Company will
be able to take advantage of more than one such business opportunity. The
Company intends to seek opportunities demonstrating the potential of long-term
growth as opposed to short-term earnings. At the present time, the Company has
not identified any business opportunity that it plans to pursue, nor has the
Company reached any agreement or definitive understanding with any person
concerning an acquisition.

(2)      Results of Operations, Liquidity and Capital Resources

The Company had no operating revenue during either of the years ended March 31,
2002 or 2001 or for the period from May 31, 1994 (date of inception) through
June 30, 2002, respectively.

General and administrative expenses for the years ended March 31, 2002 and 2001
were approximately $21,000 and $4,500, respectively. General and administrative
expenses during these years consisted principally of fees associated with the
maintenance of the Company's shareholder ledger and compliance with the
Securities Exchange Act of 1934..

Net loss for these periods was approximately $(21,000) and $(4,500). Earnings
per share for the year ended March 31, 2002 and 2001, was nil for each period.

The Company does not expect to generate any meaningful revenue or incur
operating expenses for purposes other than fulfilling the obligations of a
reporting company under the Securities Exchange Act of 1934 unless and until
such time that the Company begins meaningful operations.

At March 31, 2002 and 2001, respectively, the Company had working capital of
approximately $(20,400) and $400.

It is the intent of management and significant stockholders to provide
sufficient working capital, when 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. Should this pledge fail to provide financing, the Company has not
identified any alternative sources. Consequently, there is substantial doubt
about the Company's ability to continue as a going concern.

(3)      Plan of Operation

During the next two years, we plan to take the following business plan steps:
during the remainder of Calendar 2002, our goal is to raise capital of
$1,500,000 through the sale of common stock in a private placement, during
Calendar 2003, our goals include expenditures of $450,000 to include the
purchase and outfitting of four service vehicles, leasehold improvements, and
operating costs. We will only be able to advance our business plan after we
receive capital funding through the sale of equity securities in a private
placement.
                                       5
<PAGE>
Our common stock is currently trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers, the NASD. We
believe our proposed private placement will be more acceptable to investors
since Tekron's common stock is trading on the OTC-Bulletin Board exchange.

Once we secure capital we intend to hire employees, produce and outfit our
vehicles conversions and begin development of our operations. We intend to use
the equity capital to fund our business plan over the next twelve months as cash
flow from sales is not expected to begin until the second half of our first
operational year. We will encounter considerable risk in each of our business
plan steps and difficulty producing and outfitting the initial twelve vehicle
conversions.

Our current business plan provides for funding solely through private placement
investment. We have determined through our experience in business that alternate
sources of business funding include venture capital investment, personal loans
from management, and institutional loans. In the event the we are not successful
in obtaining funding through a private placement, we believe the best
alternative to advance the company's business plan is for management to loan
funds to the company sufficient to maintain a minimum operating level and delay
the business plan steps until such time as private placement investment becomes
available. Tekron's officers and directors have loaned approximately $19,000
through March 31, 2002. There are no formal commitments or arrangements to repay
any such advances or loans. At this time, we believe institutional loans are
unavailable to us due to our development stage nature, and venture capital
investment is not beneficial to the existing shareholders due to the fifty
percent or greater amount of ownership normally required for venture capital
funding. Without necessary cash flow, Tekron may be dormant during the next six
months, or until a time as necessary funds could be raised in the equity
securities market.

Our current business plan, contingent upon the acquisition of Reva Technologies,
Inc., will require additional product research and development. Tekron plans to
purchase approximately $450,000 in equipment, furnishings, computers, and
software during the next twelve months from proceeds of its equity security
sales. Our business plan provides for an increase of 6 employees during the next
twelve months.

The Company's need for capital may change dramatically as a result of the
implementation of the Company's business plan or the initiation of any business
acquisition or combination transaction. There can be no assurance that the
Company will identify any such business, product, technology or company suitable
for acquisition in the future. Further, there can be no assurance that the
Company would be successful in consummating any acquisition on favorable terms
or that it will be.

                                     ITEM 7
                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The required financial statements begin on page F-1 of this document.

                                     ITEM 8
                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                 ON ACCOUNTING CONTROL AND FINANCIAL DISCLOSURE

On February 19, 2001, Tekron was notified of the death of Barry Friedman, the
company's independent auditor. As a result of the death of Mr. Friedman, the
Company's Board of Directors approved the engagement of S. W. Hatfield, CPA to
serve as the Company's independent auditor.

The Firm of S. W. Hatfield, CPA has expressed an opinion upon the Company's
financial statements for the years ended March 31, 2002 and 2001.

During the Company's fiscal year ended March 31, 2000 and through the date of
his death, there were no disagreements between Tekron and Mr. Friedman with
respect to any matter of accounting principles or practices, financial statement
disclosure or audit scope or procedure. The report on the company's financial
statements prepared by Mr. Friedman for either the past two fiscal years did not
                                       6
<PAGE>
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles.

                                    PART III

                                     ITEM 9
          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The Directors and Executive Officers of the Company, the positions held by each
of them, and the commencement date of their service are as follows.
<TABLE>
<CAPTION>
Name                       Age              Positions                                   Term Commencement
----                       ---              ---------                                   -----------------
<S>                        <C>              <C>                                         <C>
Luigi Brun                 48               President, Secretary, Director              April 1, 2002
James Kouvarakos           37               Treasurer, Director                         April 1, 2002
Donald Douglas             61               Vice President, Director                    April 1, 2002
Jae Hwan Jang              34               Director                                    April 1, 2002
Ted Malatesta              64               Director                                    April 1, 2002
</TABLE>
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.

RESUMES

Luigi Brun, President, Secretary & Director. Mr. Brun has served as our
President, Secretary, and a Director since April, 2002. Since September 2000 Mr.
Brun has served as the President and as a Director of NETOY CORP. (NTOY: Pink
Sheets). From 1976 through 1991, Mr. Brun owned and served in various capacities
with a number of commercial construction and property development companies.

James Kouvarakos, Treasurer & Director. Mr. Kouvarakos has served as our
Treasurer and as a Director since April, 2002. Since 1990 Mr. Kouvarakos has
been employed by a research and development company as a technician in the
specialty chemical industry.

Donald Douglas, Vice President & Director. Mr. Douglas has served as our Vice
President and as a Director since April 2002. Mr. Douglas has been employed
since 1975 as a professor at Conestoga College, where he also serves as the
coordinator of the Police Foundation & Law Program, and the Security
Administration Program. Mr. Douglas has served as a Director of Online-Tech
Inc., (Vancouver Stock Exchange: "YDI") since 1998, and has worked as a
consultant with various companies over the past 5 years in the area of
Government and Military Business Development.

Jae Hwan Jang, Director. Mr. Jang has served as one of our Directors since April
2002. From 1996 until 1998, Mr. Jang worked for Hyundai as a mechanical
researcher. Mr. Jang graduated from Kunsan National University in South Korea in
1995 with a Bachelor Degree in Natural Science and Physics.
                                       7
<PAGE>
Ted Malatesta, Director. Mr. Malatesta has served as one of our Directors since
April 2002. Over the past 30 years, Mr. Malatesta has worked with several
companies in various capacities in the areas of international resort
development, energy marketing, and telecommunications. Mr. Malatesta has earned
a Bachelor of Science degree in Economics, an M.B.A. in finance, and a Juris
Doctor degree.

                                     ITEM 10
                             EXECUTIVE COMPENSATION

The following tables set forth certain information relating to compensation paid
or accrued by us for the past three fiscal years to our Chief Executive Officer
and executive officers whose cash paid compensation exceeded $100,000 for the
year ended March 31, 2002 (the "Named Executive Officers"). Only those columns
which call for information applicable to us or the Named Executive Officers for
the periods indicated have been included in such tables.
<TABLE>
<CAPTION>
                                            Summary Compensation Table
                                            --------------------------

                                            Year              Annual Compensation
                                            Ended
Name & Principal Position                   March 31          Salary ($)        Bonus ($)        Other
-------------------------                   --------          ----------        ---------        -----
<S>                                         <C>                   <C>              <C>             <C>
Luigi Brun, President, Secretary,           2002                  0                0               0
         and Director                       2001                  0                0               0
                                            2000                  0                0               0

James Kouvarakos, Treasurer,                2002                  0                0               0
         and Director                       2001                  0                0               0
                                            2000                  0                0               0
</TABLE>
Option/SAR Grants in Last Fiscal Year.
-------------------------------------

We currently do not have any stock option plans and have issued no options to
any of our employees.

Employment Agreements.
---------------------

We currently do not have any employment agreements, termination of employment or
change in control arrangements with any of our officers or employees.

The officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation.

Compliance With Section 16(a) of the Exchange Act.
-------------------------------------------------

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company under Rule 16a-3(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") during the fiscal year ended March 31, 2002 and
Forms 5 and amendments thereto furnished to the Company with respect to the
fiscal year ended March 31, 2002, as well as any written representation from a
reporting person that no Form 5 is required, the Company is not aware of any
person that failed to file on a timely basis, as disclosed in the aforementioned
Forms, reports required by Section 16(a) of the Exchange Act during the fiscal
year ended March 31, 2002.

                                       8
<PAGE>

                                     ITEM 11
                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of July 16, 2002 for (i) each of our directors
and the Named Executive Officers, (ii) each person known by us to own
beneficially 5% or more of the outstanding shares of any class of our voting
securities and (iii) all directors and executive officers as a group. The
address of each of the following individuals is 26 Voyager Court South, Ontario
92064.
<TABLE>
<CAPTION>
                                            Number of Shares           Percentage of
Name and Address                            Beneficially               Total
of Beneficial Owner                         Owned                      Voting Power
-------------------                         -----                      ------------
<S>                                               <C>                        <C>
Luigi Brun                                        0                          0%
James Kouvarakos                                  0                          0%
Donald Douglas                                    0                          0%
Jae Hwan Jang                                     0                          0%
Ted Malatesta                                     0                          0%

All Executive Officers and Directors
as a Group (5 persons)                            0                          0%
</TABLE>

                                     ITEM 12
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr. Brun, an
officer of the corporation. The costs associated with the use of the telephone,
mailing address and offices are almost exclusively used by the Company's
officers for business purposes.

                                     ITEM 13
        EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         Number            Exhibit
         ------            -------

         3.1      Articles of Incorporation of the Registrant (1)
         3.2      Bylaws of the Registrant (1)

---------------

(1)      Filed with our Registration Statement on Form SB-2 filed on August 31,
         2000, and incorporated by this reference.

Reports on Form 8-K - None.



                                       9


<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                         Tekron, Inc.


                                         By:/S/ Luigi Brun
                                            -------------------------------
                                            Luigi Brun, President,
                                            Secretary & Director
                                            Dated:  August 14, 2002

In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the capacities
and on the dates indicated.

                                         By:/S/Luigi Brun
                                            -------------------------------
                                            Luigi Brun
                                            President, Secretary & Director
                                            Dated:  August 14, 2002

                                         By:/S/James Kouvarakos
                                            ------------------------
                                            James Kouvarakos,
                                            Treasurer & Director
                                            Dated:  August 14, 2002

                                         By:/S/Donald Douglas
                                            -----------------
                                            Donald Douglas
                                            Vice President & Director
                                            Dated:  August 14, 2002

                                         By:/S/Jae Hwan Jang
                                            ------------------------
                                            Jae Hwan Jang
                                            Director
                                            Dated:  August 14, 2002

                                         By:/S/Ted Malatesta
                                            --------------------------
                                            Ted Malatesta
                                            Director
                                            Dated:  August 14,2002

                                       10

<PAGE>
                                  TEKRON, INC.
                          (a development stage company)

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                      Page
                                                                                                      ----

<S>                                                                                                   <C>
Report of Independent Certified Public Accountants                                                    F-2

Financial Statements

   Balance Sheets
      as of March 31, 2001 and 2000                                                                   F-3

   Statements of Operations and Comprehensive Loss for the years ended March 31,
      2001 and 2000 and for the period from May 31, 1994 (date of inception)
      through March 31, 2001                                                                          F-4

   Statement of Changes in Stockholders' Equity (Deficit)
      for the period from May 31, 1994 (date of
         inception) through March 31, 2001                                                            F-5

   Statements of Cash Flows
      for the years ended March 31, 2001 and 2000 and
      for the period from May 31, 1994 (date of inception)
      through  March 31, 2001                                                                         F-6

   Notes to Financial Statements                                                                      F-7
</TABLE>


                                      F-1


<PAGE>
S. W. HATFIELD, CPA
certified public accountants

Member:    Texas Society of Certified Public Accountants
           Press Club of Dallas



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Tekron, Inc.

We have audited the accompanying balance sheets of Tekron, Inc. (a Delaware
corporation and a development stage company) as of March 31, 2002 and 2001 and
the related statements of operations and comprehensive loss, changes in
stockholders' equity (deficit) and cash flows for each of the two years then
ended and for the period from May 31, 1994 (date of inception) through March 31,
2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tekron, Inc. (a development
stage company) as of March 31, 2002 and 2001, and the results of its operations
and its cash flows each of the two years then ended and for the period from May
31, 1994 (date of inception) through March 31, 2002, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note B to the
Financial Statements, the Company has no significant assets nor has had any
operations since the inception of the Company. Further, the Company has been and
remains dependent upon significant shareholders or corporate officers to provide
sufficient working capital to maintain the integrity of the corporate entity.
These circumstances create substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.



                                                            S. W. HATFIELD, CPA
Dallas, Texas
July 5, 2002

                                       F-2

<PAGE>
<TABLE>
<CAPTION>
                                  TEKRON, INC.
                          (a development stage company)
                                 BALANCE SHEETS
                             March 31, 2002 and 2001


                                                                  March 31,   March 31,
                                                                    2002       2001
                                                                  --------   ---------
<S>                                                               <C>         <C>
                                     ASSETS
Current Assets
   Cash on hand and in bank                                       $     --    $    370
                                                                  --------    --------

     Total current assets                                               --         370
                                                                  --------    --------

TOTAL ASSETS                                                      $     --    $    370
                                                                  ========    ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
   Accounts payable - trade                                       $  1,260    $     --
   Advances from officers                                           19,136    $     --
                                                                  --------    --------

     Total current liabilities                                      20,396          --
                                                                  --------    --------

Commitments and contingencies

Stockholders' Equity (Deficit) Common stock - $0.001 par value
     20,000,000 shares authorized
     4,095,000 shares issued and outstanding, respectively           4,095       4,095
   Additional paid-in capital                                        5,025       5,025
   Deficit accumulated during the development phase                (29,516)     (8,750)
                                                                  --------    --------

     Total stockholders' equity (deficit)                          (20,396)        370
                                                                  --------    --------

TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY (DEFICIT)                                 $     --    $    370
                                                                  ========    ========
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                       F-3

<PAGE>
<TABLE>
<CAPTION>
                                  TEKRON, INC.
                          (a development stage company)
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                     Years ended March 31, 2002 and 2001 and
       Period from May 31, 1994 (date of inception) through March 31, 2002


                                                                                                    Period from
                                                                                                   May 31, 1994
                                                                                                (date of inception)
                                                                     Year ended     Year ended       through
                                                                      March 31,      March 31,       March 31,
                                                                        2002          2001             2002
                                                                   ------------    -----------  ------------------
<S>                                                                 <C>            <C>               <C>
Revenues                                                            $        --    $        --       $        --
                                                                    -----------    -----------       -----------

Operating Expenses
   Selling expenses                                                          --             --                --
   General and administrative expenses                                   20,766          4,503            29,516
                                                                    -----------    -----------       -----------

     Total operating expenses                                            20,766          4,503            29,516
                                                                    -----------    -----------       -----------

Loss from operations                                                    (20,766)        (4,503)          (29,516)

Other income                                                                 --             --                --
                                                                    -----------    -----------       -----------

Loss before provision
   for income taxes                                                     (20,766)        (4,503)          (29,516)

Provision for income taxes                                                   --             --                --
                                                                    -----------    -----------       -----------

Net Loss                                                                (20,766)        (4,503)          (29,516)

Other comprehensive income                                                   --             --                --
                                                                    -----------    -----------       -----------

Comprehensive Loss                                                  $   (20,766)   $    (4,503)      $   (29,516)
                                                                    ===========    ===========       ===========

Net loss per weighted-average share
   of common stock outstanding, calculated
   on Net Loss - basic and fully diluted                                    nil            nil       $     (0.01)
                                                                    ===========    ===========       ===========

Weighted-average number of shares
   of common stock outstanding                                        4,095,000      4,103,753         2,184,521
                                                                    ===========    ===========       ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.
                                       F-4

<PAGE>
<TABLE>
<CAPTION>
                                  TEKRON, INC.
                          (a development stage company)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
       Period from May 31, 1994 (date of inception) through March 31, 2002



                                                                                         Deficit
                                                                                       accumulated
                                                  Common Stock          Additional      during the
                                                  ------------           paid-in       development
                                               Shares        Amount      capital          phase         Total
                                             ----------   -----------  ------------    -----------   ----------
<S>                                           <C>          <C>           <C>           <C>           <C>
Balances at May 31, 1994                             --    $       --    $       --    $       --    $       --
Shares issued for services
   on May 31, 1994                                  200            --            20            --            20
Effect of change in par value
   from $0.00001 per share to
   $0.001 per share on
   September 16, 1999                                --            --            --            --            --
Effect of 45 for 1 forward
   stock split on December 8, 1999                8,800             9            (9)           --            --
Net loss for the year                                --            --            --           (20)          (20)
                                             ----------    ----------    ----------    ----------    ----------

Balances at March 31, 1995                        9,000             9            11           (20)           --
Net loss for the year                                --            --            --            --            --
                                             ----------    ----------    ----------    ----------    ----------

Balances at March 31, 1996                        9,000             9            11           (20)           --
Net loss for the year                                --            --            --            --            --
                                             ----------    ----------    ----------    ----------    ----------

Balances at March 31, 1997                        9,000             9            11           (20)           --
Private placement of common
   stock on January 31, 1998                     91,000            --         9,100            --         9,100
Effect of change in par value
   from $0.00001 per share to
   $0.001 per share on
   September 16, 1999                                --            91           (91)           --            --
Effect of 80 for 1 forward
   stock split on December 8, 1999            4,004,000         4,004        (4,004)           --            --
Net loss for the year                                --            --            --            --            --
                                             ----------    ----------    ----------    ----------    ----------

Balances at March 31, 1998                    4,104,000         4,104         5,016           (20)        9,100
Net loss for the year                                --            --            --            --            --
                                             ----------    ----------    ----------    ----------    ----------

Balances at March 31, 1999                    4,104,000         4,104         5,016           (20)        9,100
Net loss for the year                                --            --            --        (4,227)       (4,227)
                                             ----------    ----------    ----------    ----------    ----------

Balances at March 31, 2000                    4,104 000         4,104         5,016        (4,247)        4,873
Surrender and cancellation
   of common stock                               (9,000)           (9)            9            --            --
Net loss for the year                                --            --            --        (4,503)       (4,503)
                                             ----------    ----------    ----------    ----------    ----------

Balances at March 31, 2001                    4,095,000         4,095         5,025        (8,750)          370
Net loss for the year                                --            --            --       (20,766)      (20,766)
                                             ----------    ----------    ----------    ----------    ----------

Balances at March 31, 2002                    4,104,000    $    4,095    $    5,025    $  (29,516)   $  (20,396)
                                             ==========    ==========    ==========    ==========    ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                       F-5

<PAGE>
<TABLE>
<CAPTION>
                                  TEKRON, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                     Years ended March 31, 2002 and 2001 and
       Period from May 31, 1994 (date of inception) through March 31, 2002


                                                                                             Period from
                                                                                             May 31, 1994
                                                                                          (date of inception)
                                                                 Year ended   Year ended        through
                                                                  March 31,    March 31,       March 31,
                                                                    2002         2001            2002
                                                                 ----------   ----------  ------------------
<S>                                                               <C>         <C>               <C>
Cash Flows from Operating Activities
   Net loss for the period                                        $(20,766)   $ (4,503)         $(29,516)
   Adjustments to reconcile net loss
     to net cash provided by operating
     activities
       Depreciation                                                     --          --                --
       Common stock issued for services                                 --          --                20
       Increase in Accounts payable - trade                          1,260          --             1,260
                                                                  --------    --------          --------

Net cash used in operating activities                              (19,506)     (4,503)          (28,236)
                                                                  --------    --------          --------


Cash Flows from Investing Activities                                    --          --                --
                                                                  --------    --------          --------


Cash Flows from Financing Activities
   Cash advanced by officer to support operations                   19,136          --            19,136
   Proceeds from sales of common stock                                  --          --             9,100
                                                                  --------    --------          --------

Net cash used in financing activities                               19,136          --            28,236
                                                                  --------    --------          --------

Increase (Decrease) in Cash                                           (370)         --                --

Cash at beginning of period                                            370       4,873                --
                                                                  --------    --------          --------

Cash at end of period                                             $     --    $    370          $     --
                                                                  ========    ========          ========

Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid for the period                                 $     --    $     --          $     --
                                                                  ========    ========          ========
     Income taxes paid for the period                             $     --    $     --          $     --
                                                                  ========    ========          ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                       F-6

<PAGE>
                                  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 experienced a change in management control during Fiscal 2002 and,
accordingly, abandoned its initial business plan. The Company is currently
seeking to develop either a new viable business plan or to seek a business
combination transaction with another viable business enterprise.

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
$29,500.

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

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 experienced a change in management control during Fiscal 2002 and,
accordingly, abandoned its initial business plan. The Company is currently
seeking to develop either a new viable business plan or to seek a business
combination transaction with another viable business enterprise.

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
$29,500.

The Company's current management maintains the corporate status of the Company
and provides all nominal working capital support on the Company's behalf through
March 31, 2002 and subsequent thereto.

Because of the Company's lack of operating assets, the Company's continuance 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.
                                       F-7
<PAGE>
                                  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 March 31, 2002 and 2001, 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 March 31, 2002 and 2001, 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 March 31, 2002 and 2001, 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.
                                       F-8

<PAGE>
                                  TEKRON, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE E - INCOME TAXES

The components of income tax (benefit) expense for the years ended March 31,
2002 and 2001 and for the period from May 31, 1994 (date of inception) through
March 31, 2002, respectively, are as follows:
<TABLE>
<CAPTION>
                                             March 31,       March 31,
                                               2002            2001          Cumulative
                                            ----------       ---------       ----------
<S>                                          <C>              <C>               <C>
       Federal:
         Current                             $     -          $    -            $    -
         Deferred                                  -               -                 -
                                             -------          ------            ------
                                                   -               -                 -
                                             -------          ------            ------
       State:
         Current                                   -               -                 -
         Deferred                                  -               -                 -
                                             -------          ------            ------
                                                   -               -                 -
                                             -------          ------            ------

         Total                               $     -          $    -            $    -
                                             =======          ======            ======
</TABLE>
As of March 31, 2002, the Company has a net operating loss carryforward of
approximately $29,500 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 March 31, 2002 and 2001 and
for the period from May 31, 1994 (date of inception) through March 31, 2002,
respectively, are as follows:
<TABLE>
<CAPTION>
                                                                 March 31,    March 31,
                                                                   2002         2001      Cumulative
                                                                 ---------    --------    ----------
<S>                                                               <C>         <C>          <C>
Statutory rate applied to loss before income taxes                $ (7,060)   $ (1,531)    $(10,035)
Increase (decrease) in income taxes resulting from:
     State income taxes                                                 --          --           --
     Other, including reserve for deferred tax asset                 7,060       1,531       10,035
                                                                  --------    --------     --------

       Income tax expense                                         $     --    $     --     $     --
                                                                  ========    ========     ========
</TABLE>

                (Remainder of this page left blank intentionally)


                                       F-9

<PAGE>
                                  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 March 31, 2002 and 2001, respectively:
<TABLE>
<CAPTION>
                                                                 March 31,        March 31,
                                                                   2002            2001           Cumulative
                                                                ----------       ----------      ------------
<S>                                                             <C>              <C>              <C>
       Deferred tax assets
         Net operating loss carryforwards                       $   10,035       $   2,975        $   10,035
         Less valuation allowance                                  (10,035)         (2,975)          (10,035)
                                                                ----------       ---------        ----------

       Net Deferred Tax Asset                                   $       --       $      --        $       --
                                                                ==========       =========        ==========
</TABLE>
During the years ended March 31, 2002 and 2001, respectively, the valuation
allowance increased by approximately $7,060 and $1,531.

NOTE F - 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.

NOTE G - SUBSEQUENT EVENTS

On June 20, 2002, the Company filed a Registration Statement under The
Securities Act of 1933 on Form S-8 registering an aggregate 2,800,000 shares of
common stock. The registered shares are subject to be issued in satisfaction of
four (4) separate compensation agreements with the Company's officers and other
individuals providing management services to the Company. These transactions
will be charged to operations at the closing price of the Company's common stock
on the date of the share issuances.
                                      F-10