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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, 2001
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   
|Incorporation or Organization)             |  | Identification No.)
|                                          
|13123 Poway Road, Poway CA                 |  | 92064              
|                                          
|                                          
|                                          
|                                          
|(Address of principal Executive Offices)   |  | (Zip Code)         
|                                          
|(619) 692-5868
(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, 2001.

As of March 31, 2001, the registrant had 4,104,000 shares of common stock,
$.001 par value, issued and outstanding.

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TABLE OF CONTENTS



|           |                                                                                                      |                                                                           |  |  |  |  |  | 
|---------- | ---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- |  |  |  |  |  | 
|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 PLAN OF OPERATION                                                                            
|           | ITEM 7 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                  
|           | ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING CONTROL AND FINANCIAL DISCLOSURE 
|           |                                                                                                      | REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS -- S. W. HATFIELD, CPA
|           |                                                                                                      | INDEPENDENT AUDITORS' REPORT -- BARRY L. FRIEDMAN, CPA                   
|           |                                                                                                      | BALANCE SHEETS                                                           
|           |                                                                                                      | STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME                        
|           |                                                                                                      | STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                             
|           |                                                                                                      | STATEMENTS OF CASH FLOWS                                                 
|           |                                                                                                      | NOTES TO FINANCIAL STATEMENTS                                            
|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



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Caution Regarding Forward-Looking Information

This 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.







PART I







ITEM 1DESCRIPTION OF THE BUSINESS

Business Development

Form And Year Of Organization

Tekron, Inc. was incorporated in 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. From inception until the date of this filing
we have had no material operating activities.

Any Bankruptcy, Receivership, Or Similar Proceeding

There have been no bankruptcy, receivership or similar proceedings.

Any Material Reclassification, Merger, Consolidation, Or Purchase Or Sale Of A
Significant Amount Of Assets Not In The Ordinary Course Of Business

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course
of business.

Business of the Company

Principal Services and Markets

The Company intends to become a primary provider of boat maintenance and
specialty services to two distinct target markets: the recreational boater who
trailers his boat, and the owner of the over 28' boat whose vessel is kept
moored and is in the water year-round. The first two markets the Company
intends to service are the high vessel capacity ports and marinas of Los
Angeles and San Diego, California.

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According to the National Marine Manufacturers Associations research, most
owners dont want to be bothered with boat, engine and trailer maintenance and
repair. Over 40% of all marine maintenance is preventative (Boating Market
Evaluation and Opportunities Study © 1996 NMMA). The company
will concentrate on this preventative maintenance, while leaving the full
repair services to the traditional marine dealerships. The company will offer
the boat owner the same positive experience hes had when his car has been
serviced by a typical fast lube auto center.

The small boat owner will be offered a new concept in boat maintenance.
Utilizing marine service centers and mobile service trucks that can provide
many of the services dockside or in the owners driveway, the company will
offer the following Marine Services Menu to the small boat owner:



| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | Basic Engine/Drive Periodic Maintenance: Oil/Filter Change, Fuel Filter
Service, Lubrication, Hydraulic Fluid Top-Off, Multi-point Equipment
Check



| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Supplemental Engine/Drive Service Options: Winterization/Storage Prep,
Engine Flush/Water Pump Check, Coolant Fill/Replacement, Fuel System
Treatment, Prop Shaft Lube and Prop Check/Replacement, Corrosion
Protection Treatment, Touch-Up Painting



| |                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Boat Trailer Service Options: Wheel Bearing Lubrication,
Lights/Harness/Connector Repair/Replacement, Winch/Line
Check/Lube/Replacement, Tire Check/Replacement



| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Boat Service Options: Pressure Spray Bottom Cleaning, Detailing, Shrink
Wrap, Battery Maintenance/Replacement, Bilge Pump Check/Replacement, Fire
Extinguisher Check/Replacement

For the 28' and larger boats which are typically left in the water for the
boating season, the Company plans to provide on-site service where the boat is
being docked (marinas, yacht clubs, personal docks, boat yards, etc.). The
service requirements of this segment of the boating industry are highly
specialized and require a commitment to the environment as well as the boat
owner. Basic services, similar to those provided to the small boat owner, will
be offered by a lube shop on the water. The company will utilize marine
quality high-pressure hoses to extract waste fluids from the engine, bilges and
storage tanks. Multiple adapters such as metering guns will then be used to
fill the engine or tanks with fresh oil. The utilization of advanced systems
and engineering design will provide an environmentally safe and efficient way
of handling hazardous fluids on the water. In addition to the marine services
offered to the small boat owner, the following menu of Marine Services will be
offered to the large boat owner:



| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | Bilge Cleaning: Anti-bacterial citrus-based degreaser pre-treatment,
pressurized water cleaning, removal of bilge water and wastes, complete
rinse



| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | Maintenance Plans: Weekly/Monthly complete system check, cleaning, bilge
pump checks, safe harbor storm prep



| |                                                                                                            
| | -----------------------------------------------------------------------------------------------------------
| | Specialty Services: Onboard delivery of water and ice, groceries,
overnight laundry service, garbage pickup

During the next two years, we plan to take the following business plan steps:
during 2001 our goal is to raise capital of $3,000,000 through the sale of
common stock in a private placement, during 2002 our goals include expenditures
of $1,362,000 to include the purchase and outfitting of four service vehicles
and four service vessels, 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. We believe our
proposed private placement will be more acceptable to investors if our common
stock is trading on a stock exchange, however, there is no assurance that
investors share in that belief. In order to allow public trading of our
securities, we filed for trading on the OTC Electronic Bulletin Board which is
sponsored by the National Association of Securities Dealers, the NASD. After
raising capital, we intend to hire employees, purchase and

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outfit our service
vehicles and vessels, California, purchase equipment and furnishings, and begin
development of our operations. We intend to use the equity capital to fund
Tekrons business plan during the first twelve months as cash flow from sales
is not estimated to begin until year two of the business plan. We will face
considerable risk in each of our business plan steps, difficulty in hiring
competent personnel within our budget, difficulty in securing and outfitting
vehicles and vessels, and a shortfall of funding due to

The Companys current business plan provides for funding solely through private
placement investment. Through Managements experience in business and banking,
alternate sources of business funding include venture capital investment,
personal loans from Management, and institutional loans. In the event the
Company is not successful in obtaining funding through a private placement,
Management believes the best alternative to advance the Companys business plan
is for Management to loan funds to the Company sufficient to maintain the
Company at a minimum level and delay the business plan steps until such time as
private placement investment becomes available. The Companys officers and
directors have not, as of the date of this filing loaned any funds to the
Company. There are no formal commitments or arrangements to advance or loan
funds to the Company or repay any such advances or loans. At this time,
Management believes institutional loans are unavailable to the Company due to
its 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.

Distribution Methods Of Products Or Services

The Company intends to offer information on its services to prospective clients
on its web site, www.marineservice.net,which will feature available services,
contact information and links. It also plans to advertise its web site and
services on existing boating industry web sites, such as local yacht clubs in
the Companys service area (i.e. the San Diego Yacht Club www.sdyc.org,) and
purchase banner ads on the web pages of well-known regional boat supply
companies such as West Marine and Boat-US. Magazine advertising in such trade
publications as Sail, Sailing, Boating, Sea Magazine and Yachting
will also be researched, as well as area boat show booth rentals and direct
distribution of marketing flyers to local marinas and yacht clubs.

Status Of Any Publicly Announced New Product Or Service

Tekron has no new product or service planned or announced to the public.

Competitive Business Conditions And The Small Business Issuers Competitive
Position In The Industry And Methods Of Competition

The size and financial strength of the Companys primary competitors,
traditional boat repair companies, Boatside Services, Inc., and Naut-A-Care
Marine Services are substantially greater than those of the Company. In
examining major competitors Management has found at traditional boat repair
companies, an average maintenance/repair takes two days and almost half of the
repairs took four. The owner is also required to trailer his boat to the
business, or for larger boats the maintenance must be done at the marina site
of the business. The other two major competitors cater to the large boat owner,
specializing in on-water service, but fail to address the needs of the small
boat owner. However, the Companys competitors have longer operating
histories, larger customer bases, and greater brand recognition than the
Company. Management is not aware of any significant barriers to the Companys
entry into the boat servicing market, however, the Company at this time has no
market share of this market.

Sources And Availability Of Raw Materials And The Names Of Principal Suppliers

Management will rely on their combined experience and knowledge in the auto
lube and boating industries.
While the Company has no current contracts with boating service suppliers,
Management is familiar with these manufacturers and suppliers such as Aqua
Power Marine, Fram/Allied Signal, LubriMatic, Racor, Quaker

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State and Shell.
Management feels that availability will not be a problem at any time, since it
is aware of over two hundred suppliers of quality boating products. The Company
will enter into agreements with manufacturers and suppliers per its business
plan after raising capital during the first six months of its plan.

Dependence on One or a Few Major Customers

The Company will not depend on any one or a few major customers. The Boating
Market Evaluation & Opportunities Study issued by the National Marine
Manufacturers Association (© 1998 NMMA) reported United States
Coast Guard boat registration filings for California as 895,000. The Companys
target market for the first two years of its business plan is small and large
boat owners in the harbors of San Diego, and Los Angeles California estimated
at over 40% of the approximately 895,000 boats currently registered in the
State of California. After two years of marketing in California, the Company
intends to expand into the following boating markets identified by the NMMA
1998 study: Oregon and Washington  250,000 registered boats, Northeastern
seaboard states  1,132,236 registered boats, Southeastern seaboard states 
1,503,552 registered boats, Great Lakes states  2,834,545 registered boats.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements Or
Labor Contracts, Including Duration

The Company owns its Internet domain name, has setup its first web
page marineservice.net, has applied for U.S. trademark protection, and will
expand its web site in the second quarter of 2001. The Company has no current
plans for any additional registrations such as patents, other trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts.
The Company will assess the need for any additional copyright, trademark or
patent applications on an ongoing basis.

Requirements For Government Approval of Principal Products or Services

The Company is not required to apply for or have any government approval for
its products or services.

Estimate Of The Amount Spent During Each Of The Last Two Fiscal Years On
Research And Development Activities, And If Applicable The Extent To Which The
Cost Of Such Activities Are Borne Directly By Customers

Tekron has not expended funds for research and development costs since
inception.

Costs And Effects Of Compliance With Environmental Laws

Environmental regulations have had no materially adverse effect on the
Companys operations to date, but no assurance can be given that environmental
regulations will not, in the future, result in a curtailment of service or
otherwise have a materially adverse effect on the Companys business, financial
condition or results of operation. Public interest in the protection of the
environment has increased dramatically in recent years. The trend of more
expansive and stricter environmental legislation and regulations could
continue. To the extent that laws are enacted or other governmental action is
taken that imposes environmental protection requirements that result in
increased costs, the business and prospects of the Company could be adversely
affected.

The Companys business plan allows for maintaining insurance coverage against
certain environmental liabilities, but there can be no assurance that such
insurance will continue to be available or carried by the Company or, if
available and carried, will be adequate to cover the Companys liability in the
event of a catastrophic occurrence.

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Number Of Total Employees And Number of Full Time Employees

The Companys only current employees are its two officers who will devote as
much time as the board of directors determines is necessary to manage the
affairs of the Company. The officers intend to work on a full time basis when
the Company raises capital per its business plan. The Companys business plan
calls for hiring 12 new employees during the next twelve months.

Risks

Investors in Tekron should be particularly aware of the inherent risks
associated with the companys business plan. These risks include but are not
limited to:

We believe our current cash balance is sufficient to fund minimum operations
through June 2001. Without additional funding we could be only partially
successful in implementing our business plan, or, in a worst case scenario, we
would be out of business entirely. Therefore, shareholders are accepting a
high probability of losing their investment



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We currently do not have sufficient equity to complete our business plan.
We currently have less than one percent of the funds necessary to
implement our complete business plan. Therefore, we must raise an
additional ninety nine percent of our funding through the sale of equity
securities in order to completely fund our future operations. Depending
upon the amount of additional funding we receive, we may be only
partially successful or completely unsuccessful in implementing our
business plan, and our shareholders may lose part or all of their
investment.

Our business strategy requires us to raise funds through a private placement.
Without funding, Tekron could remain as a start-up company with no
material operations, revenues, or profits.



| |                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Although we intend to implement our business plan through the foreseeable
future and will do our best to mitigate the risks associated with the
business plan, there can be no assurance that our efforts will be
successful.

We have no liquidation plans should we be unable to receive funding. Without
funding or assets, Tekron would not have the ability to return investors funds
through liquidation procedures.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Should we be unable to implement our business plan, we would investigate
all options available to retain value for the shareholders. Among the
options that would be considered are: acquisition of a unique product or
service, or a merger or acquisition of another business entity that has
revenue and/or long-term growth potential. However, there are no pending
arrangements, understandings or agreements with outside parties for
acquisitions, mergers or any other material transactions.

This is the initial stage of our business. Tekron has no operating history, no
material current operations, and no profits. At this stage of our development,
even with our good faith efforts, our shareholders are accepting a high
probability of losing their investment.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | While we intend to establish our boat services per our business plan, our
plan may not work. In such a scenario, we could remain as a start-up
company with no material operations, revenues, or profits. Although
management has been successful in planning, opening, and operating other
boat and auto servicing businesses and believes their plan for Tekron
will generate revenue and profit, there is no guarantee their past
experiences will provide Tekron with similar future successes.

Our competitors are well-established and have substantially greater financial,
marketing, personnel and other resources than we do. Should we be unable to
achieve enough customer market share in our industry, we may experience less
revenue than anticipated and a significant reduction in our profit.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Companys long-term viability is substantially dependent upon the
widespread acceptance of the auto-lube concept for boats. There is no
historic evidence that this type of business will be successful against
competition from traditional boat repair and maintenance services.
Without sufficient customers or revenues, the Company would experience a
material adverse effect on the Companys business, financial condition,
operating results and cash flows.

The current officers, Mr. Chandler and Mr. Fulton, are the sole officers and
directors of Tekron, while, at the same time, they are involved in other
business activities. Tekrons needs for their time and services could conflict
with their other business activities. This possible conflict of interest could
result in their inability to properly manage Tekrons affairs, resulting in
Tekron remaining a start-up company with no material operations, revenues, or
profits.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We have not formulated a plan to resolve any possible conflicts that may
arise. While Tekron and its sole officers and directors have not
formally adopted a plan to resolve any potential or actual conflicts of
interest that exist or that may arise, they have verbally agreed to limit
their roles in all other business activities to roles of passive
investors and devote full time services to Tekron after we raise capital
of $3,000,000 through the sale of securities through a private placement
and are able to provide officers salaries per our business plan.

Reports To Security Holders

We provide an annual report that includes our financial information to our
shareholders. The Company is voluntarily filing this Form 10-KSB in order to
make its financial information equally available to any interested parties or
investors. The Company is subject to the disclosure rules of Regulation S-B
for a small business issuer under the Securities Act of 1933 and the
Securities Exchange Act of 1934. The Company is required to file Form 10-KSB
annually and Form 10-QSB quarterly. In addition, the Company will be required
to file Form 8 and other proxy and information statements from time to time as
required.

The public may read and copy any materials the Company files with the
Securities and Exchange Commission, (SEC), at the SECs Public Reference
Room at 450 Fifth Street, N. W., Washington D. C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with SEC.







ITEM 2DESCRIPTION OF PROPERTY

The Companys principal executive office address is 13123 Poway Road, Poway, CA
92064. The principal executive office and telephone number are provided by Mr.
Chandler, an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes. 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 $3,000,000 and then
begins hiring new employees per its business plan.







ITEM 3LEGAL PROCEEDINGS

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

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ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended March 31, 2001, there were
no submissions of matters to a vote of security holders.







PART II




ITEM 5MARKET 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 which
is sponsored by the National Association of Securities Dealers (NASD) on
January 11, 2001. 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 public market for the Companys
securities. As of March 31, 2001, the Company had 72 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding
options. The Company has no plans to register any of its securities under the
Securities Act for sale by security holders. There is no public offering of
equity and there is no proposed public offering of equity.







ITEM 6PLAN OF OPERATION

Our current cash balance is $370. Management believes the current cash balance
is sufficient to fund the current minimum level of operations through June
2001, however, in order to advance our business plan we must raise capital
through the sale of equity securities. To date, we have sold $9,100 in equity
securities. Sales of our equity securities have allowed us to maintain a
positive cash flow balance.

During the next two years, we plan to take the following business plan steps:
during 2001 our goal is to raise capital of $3,000,000 through the sale of
common stock in a private placement, during 2002 our goals include expenditures
of $1,362,000 to include the purchase and outfitting of four service vehicles
and four service vessels, 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. We believe our
proposed private placement will be more acceptable to investors if our common
stock is trading on a stock exchange, however, there is no assurance that
investors share in that belief. In order to allow public trading of our
securities, we filed for trading on the OTC Electronic Bulletin Board which is
sponsored by the National Association of Securities Dealers, the NASD. After
raising capital, we intend to hire employees, purchase and outfit our service
vehicles and vessels, California, purchase equipment and furnishings, and begin
development of our operations. We intend to use the equity capital to fund
Tekrons business plan during the first twelve months as cash flow from sales
is not estimated to begin until year two of the business plan. We will face
considerable risk in each of our business plan steps, difficulty in hiring
competent personnel within our budget, difficulty in securing and outfitting
vehicles and vessels, and a
shortfall of funding due to our inability to raise capital in the equity
securities market.

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

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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 not, as of
the date of this filing loaned any funds to the company. There are no formal
commitments or arrangements to advance or loan funds to the company or 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
twelve months, or until a time as necessary funds could be raised in the equity
securities market.

There are no current plans for additional product research and development.
Tekron plans to purchase approximately $110,000 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 12
employees during the next twelve months.







ITEM 7FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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







ITEM 8CHANGES 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.

During the Companys two most recent fiscal years and the subsequent interim
period preceding the death of Mr. Friedman, 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 contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope or accounting principles.

On February 20, 2001, Tekron engaged S. W. Hatfield, CPA as the companys
independent auditor to audit the companys financial statements. Neither the
company nor anyone on its behalf has consulted S. W. Hatfield, CPA during the
two most recent fiscal years regarding any matter for which reporting is
required under Regulation S-B, Item 302 (a) (2) (i) or (ii) and the related
instructions. The decision to engage S. W. Hatfield, CPA was approved by the
Board of Directors.

MANAGEMENTS STATEMENT

The death of Mr. Friedman caused the discontinuance of Mr. Friedmans
accounting and auditing practice.
Accordingly, for all periods subsequent to the date of any of Mr. Friedmans
issued audit reports and/or consent statements, there have been no subsequent
event audit procedures performed by Mr. Friedman on the financial statements of
Tekron, Inc. Additionally, the death of Mr. Friedman and the discontinuance of
his auditing services severely impacts the ability of investors to sue, and
potentially, recover damages from Mr. Friedman for material misstatements or
omissions, if any, in any document filed with the U.S. Securities and Exchange
Commission containing any report or consent issued by Mr. Friedman, including
the financial statements covered in Mr. Friedmans audit report(s) and/or
consent statements.

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TEKRON, INC.

(a development stage company)


Financial Statements
and
Auditors Report

March 31, 2001 and 2000













S. W. HATFIELD, CPA

certified public accountants


Use our past to assist your future sm





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##### Table of Contents



TEKRON, INC.
(a development stage company)

INDEX TO FINANCIAL STATEMENTS

|                                                   |                                                                                                                                                                               |  |      |     | 
|-------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                   |                                                                                                                                                                               |  | Page
|                                                   |                                                                                                                                                                               |  |     
|Report of Independent Certified Public Accountants
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | S. W. Hatfield, CPA                                                                                                                                                           |  |      | F-3 | 
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Barry L. Friedman, CPA                                                                                                                                                        |  |      | F-4 | 
|                                                  
|Financial Statements                              
|                                                  
|                                                   | Balance Sheets
as of March 31, 2001 and 2000                                                                                                                                  |  |      | F-5 | 
|                                                  
|                                                   | Statements of Operations and Comprehensive Income
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 | 
|                                                  
|                                                   | Statement of Changes in Stockholders Equity
for the period from May 31, 1994 (date of
inception) through March 31, 2001                                                      |  |      | F-7 | 
|                                                  
|                                                   | 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-8 | 
|                                                  
|                                                   | Notes to Financial Statements                                                                                                                                                 |  |      | F-9 | 

F-2



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##### Table of Contents



S.W. HATFIELD, CPA
P. O. Box 820395
Dallas TX 75382-0395
214-342-9635







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, 2001 and the
related statements of operations and comprehensive income, changes in
stockholders equity and cash flows for the year then ended and for the period
from May 31, 1994 (date of inception) through March 31, 2001. 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. The financial statements of Tekron, Inc. as of and for the year
ended March 31, 2000 were audited by other auditors whose report was dated May
30, 2000 and included a paragraph expressing substantial doubt about Tekron,
Inc.s ability to continue as a going concern.

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, 2001 and 2000, and the results of its operations
and its cash flows each of the years then ended and for the period from May 31,
1994 (date of inception) through March 31, 2001, 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 A to the
financial statements, the Company has no viable operations or significant
assets since inception and is dependent upon significant shareholders 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
June 6, 2001

F-3



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##### Table of Contents









INDEPENDENT AUDITORS REPORT



|Board of Directors
Tekron, Inc.
Poway, California | May 30, 2000
|------------------------------------------------- | ------------

I have audited the accompanying balance sheet of Tekron, Inc. (A
Development Stage Company) as of March 31, 2000 and the related statements of
operations, changes in stockholders equity and cash flows for the year ended
March 31, 2000. These financial statements are the responsibility of the
Companys management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my 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. I believe that my audit provides a reasonable basis
for my opinion.

In my 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, 2000, and the related statements of operation,
stockholders equity and cash flows for the year ended March 31, 2000, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Managements plan in regard to
these matters is described in the notes to the financial statements. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ BARRY L. FRIEDMAN

Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414

MANAGEMENTS STATEMENT

On February 26, 2001, the Company was
notified of the death of Barry L.
Friedman, CPA. This event caused the discontinuance of Mr. Friedmans
accounting and auditing practice. Accordingly, for all periods subsequent to
the date of any of Mr. Friedmans issued audit reports and/or consent
statements, there have been no subsequent event audit procedures performed by
Mr. Friedman on the financial statements of Tekron, Inc. Additionally, the
death of Mr. Friedman and the discontinuance of his auditing services severely
impacts the ability of investors to sue and, potentially, recover damages from
Mr. Friedman for material misstatements or omissions, if any, in any document
filed with the U. S. Securities and Exchange Commission containing any report
or consent issued by Mr. Friedman, including the financial statements covered
in Mr. Friedmans audit report(s) and/or consent statements.

F-4



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##### Table of Contents



TEKRON, INC.
(a development stage company)







BALANCE SHEETS
March 31, 2001 and 2000

|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |           |        |       |       | 
|------------------------------------ | ----------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | -------------------- | -------------------------- | ------ | --------- | ----- | --------- | ------ | ----- | ----- | 
|                                     |                               |                                                                                                                                  |                      |                            |        | March 31, |       | March 31,
|                                     |                               |                                                                                                                                  |                      |                            |        | 2001      |       | 2000     
|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |          
|ASSETS                              
|                                    
|                                    
|                                    
|                                    
|Current Assets                      
|                                    
|                                    
|                                    
|                                    
|                                     | Cash on hand and in bank      |                                                                                                                                  | $                    | 370                        |        |           | $     | 4,873     |       
|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |          
|                                     |                               |                                                                                                                                  | Total current assets |                            |        | 370       |       |           |        | 4,873 |      
|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |          
|TOTAL ASSETS                         |                               | $                                                                                                                                | 370                  |                            |        | $         | 4,873 |          
|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |          
|                                    
|LIABILITIES AND STOCKHOLDERS EQUITY
|                                    
|                                     | Current Liabilities          
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Accounts payable  trade                                                                                                         |                      | $                          |       |           |       | $         |       |      
|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |          
|                                     |                               |                                                                                                                                  |                      | Total current liabilities  |        |           |      |           |        |       |      | 
|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |          
|                                     | Commitments and contingencies
|                                    
|                                    
|                                    
|                                    
|                                     | Stockholders Equity         
|                                    
|                                    
|                                    
|                                    
|                                     |                               | Common stock  $0.001 par value
20,000,000 shares authorized
4,095,000 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 phase                                                                                 |                      |                            | (8,750 | )         |       |           | (4,247 | )    
|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |          
|                                     |                               |                                                                                                                                  |                      | Total stockholders equity |        |           | 370   |           |        |       | 4,873 | 
|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |          
|                                     | TOTAL LIABILITIES AND        
|                                    
|                                    
|                                    
|                                    
|                                     |                               | STOCKHOLDERS EQUITY                                                                                                             |                      | $                          | 370    |           |       | $         | 4,873  |      
|                                     |                               |                                                                                                                                  |                      |                            |        |           |       |          

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

F-5



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##### Table of Contents



TEKRON, INC.
(a development stage company)







STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Years ended March 31, 2001 and 2000 and
Period from May 31, 1994 (date of inception) through March 31, 2001

|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           |                     |       | 
|----------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ------------------------ | --------- | ---------- | ----- | ---------- | --------- | --------- | ----- | - | --------- | ------------------- | ----- | 
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           | Period from        
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           | May 31, 1994       
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           | (date of inception)
|                                                                                                                  |                                     |                          |           | Year ended |       | Year ended |           | through  
|                                                                                                                  |                                     |                          |           | March 31,  |       | March 31,  |           | March 31,
|                                                                                                                  |                                     |                          |           | 2001       |       | 2000       |           | 2001     
|                                                                                                                  |                                     |                          |           |            |       |            |           |          
|Revenues                                                                                                          |                                     | $                        |          |            |       | $          |          |           |       | $ |          |                    
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           |                    
|Operating Expenses                                                                                               
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Selling expenses                    |                          |           |           |       |            |           |          |       |   |           |                    |      
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | General and administrative expenses |                          |           | 4,503      |       |            |           | 4,227     |       |   |           | 8,750               |      
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           |                    
|                                                                                                                  |                                     | Total operating expenses |           |            | 4,503 |            |           |           | 4,227 |   |           |                     | 8,750 | 
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           |                    
|Loss from operations                                                                                              |                                     |                          | (4,503    | )          |       |            | (4,227    | )         |       |   | (8,750    | )                  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Other income                                                                                                      |                                     |                          |          |            |       |            |          |           |       |   |          |                    
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           |                    
|Loss before provision
for income taxes                                                                            |                                     |                          | (4,503    | )          |       |            | (4,227    | )         |       |   | (8,750    | )                  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Provision for income taxes                                                                                        |                                     |                          |          |            |       |            |          |           |       |   |          |                    
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           |                    
|Net Loss                                                                                                          |                                     |                          | (4,503    | )          |       |            | (4,227    | )         |       |   | (8,750    | )                  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Other comprehensive income                                                                                        |                                     |                          |          |            |       |            |          |           |       |   |          |                    
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           |                    
|Comprehensive Loss                                                                                                |                                     | $                        | (4,503    | )          |       | $          | (4,227    | )         |       | $ | (8,750    | )                  
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           |                    
|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                                                     |                                     |                          | 4,103,753 |            |       |            | 4,104,000 |           |       |   | 1,905,144 |                    
|                                                                                                                  |                                     |                          |           |            |       |            |           |           |       |   |           |                    

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

F-6



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##### Table of Contents



TEKRON, INC.
(a development stage company)







STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
Period from May 31, 1994 (date of inception) through March 31, 2001

|                                                                                                |  |  |              |   |            |   |             |   |       |   |        |   |  |   |             |   |  |   |        |   | 
|----------------------------------------------------------------------------------------------- |  |  | ------------ | - | ---------- | - | ----------- | - | ----- | - | ------ | - |  | - | ----------- | - |  | - | ------ | - | 
|                                                                                                |  |  |              |   |            |   |             |   |       |   |        |   |  |   | Deficit    
|                                                                                                |  |  |              |   |            |   |             |   |       |   |        |   |  |   | accumulated
|                                                                                                |  |  | Common Stock |   | Additional |   | during the 
|                                                                                                |  |  |              |   | paid-in    |   | development
|                                                                                                |  |  | Shares       |   | Amount     |   | capital     |   | phase |   | Total 
|                                                                                                |  |  |              |   |            |   |             |   |       |   |       
|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                                                                      |  |  | 4,104,000    |   |            | $ | 4,095       |   |       | $ | 5,025  |   |  | $ | (8,750      | ) |  | $ | 370    |  
|                                                                                                |  |  |              |   |            |   |             |   |       |   |        |   |  |   |             |   |  |   |        |  

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

F-7



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##### Table of Contents



TEKRON, INC.
(a development stage company)







STATEMENTS OF CASH FLOWS
Years ended March 31, 2001 and 2000 and
Period from May 31, 1994 (date of inception) through March 31, 2001

|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |        |                     |    | 
|------------------------------------- | ------------------------------------------------------------------------------ | -------------------------------- | -------------------------------- | ------ | ---------- | - | ---------- | ------ | --------- | - | ------ | ------ | ------------------- | -- | 
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |        | Period from        
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |        | May 31, 1994       
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |        | (date of inception)
|                                      |                                                                                |                                  |                                  |        | Year ended |   | Year ended |        | through  
|                                      |                                                                                |                                  |                                  |        | March 31,  |   | March 31,  |        | March 31,
|                                      |                                                                                |                                  |                                  |        | 2001       |   | 2000       |        | 2001     
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |          
|Cash Flows from Operating Activities 
|                                     
|                                     
|                                     
|                                     
|                                      | Net loss for the period                                                        |                                  | $                                | (4,503 | )          |   | $          | (4,227 | )         |   | $      | (8,750 | )                  
|                                     
|                                     
|                                     
|                                     
|                                      | Adjustments to reconcile net loss
to net cash provided by operating
activities
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                |                                  | Depreciation                     |        |            |  |            |        |           |  |        |        |                     |   | 
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                |                                  | Common stock issued for services |        |            |  |            |        |           |  |        |        |                     | 20 | 
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |       
|Net cash used in operating activities |                                                                                |                                  | (4,503                           | )      |            |   | (4,227     | )      |           |   | (8,730 | )     
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |       
|Cash Flows from Investing Activities  |                                                                                |                                  |                                 |        |            |   |           |        |           |   |       |       
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |       
|Cash Flows from Financing Activities 
|                                     
|                                     
|                                     
|                                     
|                                      | Proceeds from sales of common stock                                            |                                  |                                  |       |            |   |            |       |           |   |        | 9,100  |                    
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |       
|Net cash used in financing activities |                                                                                |                                  |                                 |        |            |   |           |        |           |   | 9,100  |       
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |       
|Increase (Decrease) in Cash           |                                                                                |                                  | (4,503                           | )      |            |   |           |        |           |   | 370    |       
|                                     
|                                     
|                                     
|                                     
|Cash at beginning of period           |                                                                                |                                  | 4,873                            |        |            |   | 9,100      |        |           |   |       |       
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |       
|Cash at end of period                 |                                                                                | $                                | 370                              |        |            | $ | 4,873      |        |           | $ | 370    |       
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |       
|Supplemental Disclosure of           
|                                     
|                                     
|                                     
|                                     
|                                      | Interest and Income Taxes Paid                                                
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                | Interest paid for the period     |                                  | $      |           |   |            | $      |          |   |        | $      |                    |   
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |       
|                                      |                                                                                | Income taxes paid for the period |                                  | $      |           |   |            | $      |          |   |        | $      |                    |   
|                                      |                                                                                |                                  |                                  |        |            |   |            |        |           |   |        |       

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

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##### Table of Contents



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.

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 $10,500. Accordingly, the Company may become dependent upon
management and/or significant shareholders to provide sufficient working
capital to preserve the integrity of the corporate entity at this time. As of
the date of this filing, management and significant shareholders have verbally
committed, if necessary, to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.

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  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.                                                                                                                                                                                                               

F-9



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##### Table of Contents



TEKRON, INC.
(a development stage company)NOTES TO FINANCIAL STATEMENTS  CONTINUED

NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Continued



|5. |  | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company utilizes the asset and liability method of accounting for income
taxes. At March 31, 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 March 31, 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 March 31, 2001 and 2000, respectively, the Company had no
warrants and/or options outstanding.

NOTE C  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.

NOTE D  INCOME TAXES

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

|         |          |  |           |   |           |  |            |   |  |  |   |   | 
|-------- | -------- |  | --------- | - | --------- |  | ---------- | - |  |  | - | - | 
|         |          |  | March 31, |   | March 31,
|         |          |  | 2001      |   | 2000      |  | Cumulative
|         |          |  |           |   |           |  |           
|Federal:
|        
|        
|        
|        
|         | Current  |  | $         |  |           |  | $          |  |  |  | $ |  | 
|        
|        
|        
|        
|         | Deferred |  |           |  |           |  |            |  |  |  |   |  | 
|         |          |  |           |   |           |  |            |   |  |  |   |  
|         |          |  |           |  |           |  |            |  |  |  |   |  | 
|         |          |  |           |   |           |  |            |   |  |  |   |  
|State:  
|        
|        
|        
|        
|         | Current  |  |           |  |           |  |            |  |  |  |   |  | 
|        
|        
|        
|        
|         | Deferred |  |           |  |           |  |            |  |  |  |   |  | 
|         |          |  |           |   |           |  |            |   |  |  |   |  
|         |          |  |           |  |           |  |            |  |  |  |   |  | 
|         |          |  |           |   |           |  |            |   |  |  |   |  
|         | Total    |  | $         |  |           |  | $          |  |  |  | $ |  | 
|         |          |  |           |   |           |  |            |   |  |  |   |  

F-10



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##### Table of Contents



TEKRON, INC.
(a development stage company)NOTES TO FINANCIAL STATEMENTS  CONTINUED

NOTE D  INCOME TAXES  Continued

As of March 31, 2001, the Company has a net operating loss carryforward of
approximately $8,750 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, 2001 and 2000
and for the period from May 31, 1994 (date of inception) through March 31,
2001, respectively, are as follows:

|                                                    |                                                 |                    |        |           |   |           |        |            |   |   |        |       |   | 
|--------------------------------------------------- | ----------------------------------------------- | ------------------ | ------ | --------- | - | --------- | ------ | ---------- | - | - | ------ | ----- | - | 
|                                                    |                                                 |                    |        | March 31, |   | March 31,
|                                                    |                                                 |                    |        | 2001      |   | 2000      |        | Cumulative
|                                                    |                                                 |                    |        |           |   |           |        |           
|Statutory rate applied to loss before income taxes  |                                                 | $                  | (1,531 | )         |   | $         | (1,437 | )          |   | $ | (2,975 | )    
|                                                   
|                                                   
|                                                   
|                                                   
|Increase (decrease) in income taxes resulting from:
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | State income taxes                              |                    |        |          |   |           |        |           |   |   |        |      |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Other, including reserve for deferred tax asset |                    |        | 1,531     |   |           |        | 1,437      |   |   |        | 2,975 |  
|                                                    |                                                 |                    |        |           |   |           |        |            |   |   |        |      
|                                                    |                                                 | Income tax expense |        | $         |  |           |        | $          |  |   |        | $     |  | 
|                                                    |                                                 |                    |        |           |   |           |        |            |   |   |        |      

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, 2001 and 2000, respectively:

|                       |                                  |   |           |        |           |   |            |        |   |   |   |        |  
|---------------------- | -------------------------------- | - | --------- | ------ | --------- | - | ---------- | ------ | - | - | - | ------ | -
|                       |                                  |   | March 31, |        | March 31,
|                       |                                  |   | 2001      |        | 2000      |   | Cumulative
|                       |                                  |   |           |        |           |   |           
|Deferred tax assets    |                                 
|                      
|                      
|                      
|                      
|                       | Net operating loss carryforwards |   | $         | 2,975  |           |   | $          | 1,444  |   |   | $ | 2,975  |  
|                      
|                      
|                      
|                      
|                       | Less valuation allowance         |   |           | (2,975 | )         |   |            | (1,444 | ) |   |   | (2,975 | )
|                       |                                  |   |           |        |           |   |            |        |   |   |   |       
|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.

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##### Table of Contents



TEKRON, INC.
(a development stage company)NOTES TO FINANCIAL STATEMENTS  CONTINUED

NOTE E  COMMON STOCK TRANSACTIONS  Continued

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.

F-12



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##### Table of Contents









PART III







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

The Directors and Officers of Tekron, all of those whose one year terms will
expire 3/31/02, or at such a time as their successors shall be elected and
qualified are as follows:

|                                                 |  |  |  |  |  |     |    |          |  |                                |  |              |  |        
|------------------------------------------------ |  |  |  |  |  | --- | -- | -------- |  | ------------------------------ |  | ------------ |  | -------
|Name & Address                                   |  |  |  |  |  | Age |    | Position |  | Date First Elected             |  | Term Expires
|                                                
|Andrew Chandler
13123 Poway Road
Poway, CA 92064 |  |  |  |  |  |     | 41 |          |  | President,
Secretary,
Director |  | 9/15/94      |  | 3/31/02
|                                                
|Don Fulton
13123 Poway Road
Poway, CA 92064      |  |  |  |  |  |     | 61 |          |  | Treasurer,
Director            |  | 9/15/94      |  | 3/31/02

Each of the foregoing persons, Mr. Chandler and Mr. Fulton, may be deemed a
promoter of the Company, as that term is defined in the rules and regulations
promulgated under the securities and Exchange Act of 1933. Mr. Chandler and
Mr. Fulton are the only promoters of the Company.

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

Andrew Chandler, President, Secretary & Director

|               |  |                                                                                                                                                                                                                                                                                                                         
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1994  Current |  | President and owner of Quik Lube, Inc. in Poway, California.
Quik Lube provides a full line of automobile services from basic
lubrication and oil changes to extensive automobile repairs such as
radiators, brakes, air conditioning, electrical systems, suspension parts,
engine rebuilding, and transmission repair.

10



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##### Table of Contents



Don Fulton, Treasurer & Director

|            |  |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----------- |  | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Current     |  | Retired
|           
|1987  1999 |  |         |  | Union Bank of California. Manager of corporate commercial
lending. Flag Member in good standing with San Diego and Southwestern
Yacht Clubs. Member of PHRF Racing Association, a handicapping
association of buoy and off-shore race teams, since 1976. Member of the
San Diego Racing Fleet. Has participated in annual yacht races from
California to Mexico in the San Diego/Ensenada races and Newport
Beach/Ensenada races for over thirty years. Also has participated in
California yacht races such as the Coronado Islands Regattas. Owner and
captain of three sailboats ranging in size from twenty eight feet to
thirty five feet.
|           
|1969        |  |         |  | B.A. Political Science, San Diego State University                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             







ITEM 10EXECUTIVE COMPENSATION

The companys current officers receive no compensation.

Summary Compensation Table

|           |  |      |      |     |  |        |     |           |  |           |     |       |  |         |     |            |  |         |     |  |  |  |     |           |  |  |     |  |  |  |     | 
|---------- |  | ---- | ---- | --- |  | ------ | --- | --------- |  | --------- | --- | ----- |  | ------- | --- | ---------- |  | ------- | --- |  |  |  | --- | --------- |  |  | --- |  |  |  | --- | 
|           |  |      |      |     |  |        |     |           |  |           |     |       |  | Other  
|Name &     |  |      |      |     |  |        |     |           |  |           |     |       |  | annual  |     | Restricted |  | Options |     |  |  |  |     | All other
|principle  |  |      |      |     |  | Salary |     | Bonus     |  | compen-   |     | stock |  | SARs    |     | LTIP       |  | compen-
|position   |  | Year |      | ($) |  | ($)    |     | sation($) |  | awards($) |     | ($)   |  | Payouts |     | sation($) 
|           |  |      |      |     |  |        |     |           |  |           |     |       |  |         |     |           
|A Chandler |  |      | 2000 |     |  |        | -0- |           |  |           | -0- |       |  |         | -0- |            |  |         | -0- |  |  |  | -0- |           |  |  | -0- |  |  |  | -0- | 
|          
|          
|          
|          
|President  |  |      | 1999 |     |  |        | -0- |           |  |           | -0- |       |  |         | -0- |            |  |         | -0- |  |  |  | -0- |           |  |  | -0- |  |  |  | -0- | 
|          
|          
|          
|          
|           |  |      | 1998 |     |  |        | -0- |           |  |           | -0- |       |  |         | -0- |            |  |         | -0- |  |  |  | -0- |           |  |  | -0- |  |  |  | -0- | 
|          
|          
|          
|          
|D Fulton   |  |      | 2000 |     |  |        | -0- |           |  |           | -0- |       |  |         | -0- |            |  |         | -0- |  |  |  | -0- |           |  |  | -0- |  |  |  | -0- | 
|          
|          
|          
|          
|Director   |  |      | 1999 |     |  |        | -0- |           |  |           | -0- |       |  |         | -0- |            |  |         | -0- |  |  |  | -0- |           |  |  | -0- |  |  |  | -0- | 
|          
|          
|          
|          
|           |  |      | 1998 |     |  |        | -0- |           |  |           | -0- |       |  |         | -0- |            |  |         | -0- |  |  |  | -0- |           |  |  | -0- |  |  |  | -0- | 

There are no current employment agreements between the Company and its
executive officers.

The Board agreed to pay Mr. Chandler for administrative services and services
related to the Companys business plan 100 shares of the Companys common stock
on September 15, 1994. The stock was valued at the price unaffiliated investors
paid for stock sold by the Company, $.10 per share. On December 8, 1999, 4,400
shares of the Companys common stock were issued to him per a 45 for 1 stock
split. On March 22, 2001, Mr. Chandler surrendered and canceled 4,500 shares
of common stock to the Company for no consideration.

The Board agreed to pay Mr. Fulton for administrative services and services
related to the Companys business plan 100 shares of the Companys common stock
on September 15, 1994. The stock was valued at the price unaffiliated investors
paid for stock sold by the Company, $.10 per share. On December 8,
1999, 4,400 shares of the Companys common stock were issued to him per a 45
for 1 stock split. On March 22, 2001, Mr. Fulton surrendered and canceled
4,500 shares of common stock to the Company for no consideration.

11



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##### Table of Contents



The terms of these stock issuances were as fair to the Company, in the Boards
opinion, as could have been made with an unaffiliated third party.

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. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, product sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $15,000 at each month end. When
positive cash flow reaches $15,000 at each month end and appears sustainable
the board of directors will readdress compensation for key personnel and enact
a plan at that time which will benefit the Company as a whole. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.







ITEM 11SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth information on the ownership of the Companys
voting securities by Officers, Directors. There are no major shareholders who
own beneficially more than five percent of the Companys common stock as of the
most current date  March 31, 2001:

|                                                      |      |  |  |   |   | 
|----------------------------------------------------- | ---- |  |  | - | - | 
|Total Shares Owned by Officers & Directors
As a Group | None |  |  | 0 | %







ITEM 12CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr.
Chandler, an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes.







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

Exhibits      None

Reports filed on Form 8-K:

A. Change in Certifying Accountant

Reports required to be filed by Regulation S-X: None

12



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##### Table of Contents









SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



| | Tekron, Inc.
| | ------------



|Date June 7, 2001 | By | /s/ Andrew Chandler
Andrew Chandler, President,
Secretary & Director
|----------------- | -- | --------------------------------------------------------------------



|Date June 7, 2001 | By | /s/ Don Fulton
Don Fulton, Treasurer & Director
|----------------- | -- | -----------------------------------------------

13