TEKRON INC
10QSB, 2000-10-19
SHIP & BOAT BUILDING & REPAIRING
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                       For Period ended September 30, 2000
                         Commission File Number 0-29493

                                  TEKRON, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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

                        13123 POWAY ROAD, POWAY, CA 92064
           -----------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (619) 692-5868
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

               Yes     X                           No
                    -------                          -------


Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date.

As of September 30, 2000, the registrant had 4,104,000 shares of common stock,
$.001 par value, issued and outstanding.

<PAGE>   2

PART 1      FINANCIAL INFORMATION
ITEM 1:   FINANCIAL STATEMENTS


                                  TEKRON, INC.
                         (a Development Stage Company)
                                 BALANCE SHEETS
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                             6 Months      Year
                                                              Ended        Ended
                                                             9/30/00      3/31/00


                   ASSETS
<S>                                                           <C>          <C>

CURRENT ASSETS
     CASH                                                         726      4,873
                                                              ------------------
TOTAL CURRENT ASSETS                                              726      4,873

FIXED ASSETS
                                                              ------------------
NET FIXED ASSETS                                                    0          0

OTHER ASSETS
     ORGANIZATION COSTS                                             0          0
     LESS AMORTIZATION                                              0          0
                                                              ------------------
TOTAL OTHER ASSETS                                                  0          0
                                                              ------------------
TOTAL ASSETS                                                      726      4,873
                                                              ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
                                                              ------------------
TOTAL CURRENT LIABILITIES                                           0          0

LONG TERM LIABILITIES
                                                              ------------------
TOTAL LONG TERM LIABILITIES                                         0          0
                                                              ------------------
TOTAL LIABILITIES                                                   0          0

STOCKHOLDERS' EQUITY

     COMMON STOCK - $.001 par value                             4,104      4,104
     20,000,000 shares authorized, 4,104,000 issued
     and outstanding at 9/30/00 and 4,104,000
     issued and outstanding at 3/31/00

     ADDITIONAL PAID IN  CAPITAL                                5,016      5,016

     BEGINNING RETAINED DEFICIT                                -4,247        -20
     NET LOSS                                                  -4,147     -4,227
                                                              ------------------
     ENDING RETAINED DEFICIT                                   -8,394     -4,247
                                                              ------------------
TOTAL STOCKHOLDERS' EQUITY                                        726      4,873
                                                              ------------------
TOTAL LIAB & STOCKHOLDERS' EQUITY                                 726      4,873
                                                              ==================

</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>   3

FINANCIAL STATEMENTS (continued)



                                  TEKRON, INC.
                            STATEMENTS OF OPERATIONS
                          (a Development Stage Company)
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                                                                         5/31/94
                                            6 Months     6 Months    3 Months    3 Months      Year         Year       (Inception)
                                             Ended        Ended        Ended      Ended        Ended        Ended          To
                                            9/30/00      9/30/99      6/30/00    6/30/99      3/31/00      3/31/99       9/30/99
<S>                                       <C>           <C>          <C>        <C>           <C>          <C>           <C>
REVENUE
                                          --------------------------------------------------------------------------------------
TOTAL REVENUE                                      0            0            0          0            0            0            0

DIRECT COSTS
                                          --------------------------------------------------------------------------------------
TOTAL COST OF GOODS SOLD                           0            0            0          0            0            0            0
                                          --------------------------------------------------------------------------------------
GROSS PROFIT                                       0            0            0          0            0            0            0

EXPENSES

GENERAL, SELLING, AND ADMINISTRATIVE             862            0        4,147          0         4227            0         8394
                                          --------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                         862            0        4,147          0        4,227            0        8,394
                                          --------------------------------------------------------------------------------------
LOSS FROM OPERATIONS                            -862            0       -4,147          0       -4,227            0       -8,394

OTHER INCOME & EXPENSE
                                          --------------------------------------------------------------------------------------
TOTAL OTHER INCOME & EXPENSE                       0            0            0          0            0            0            0
                                          --------------------------------------------------------------------------------------
LOSS BEFORE TAXES                               -862            0       -4,147          0       -4,227            0       -8,394
                                          --------------------------------------------------------------------------------------
NET LOSS                                        -862            0       -4,147          0       -4,227            0       -8,394
                                          ======================================================================================


NET LOSS PER SHARE                           -0.0002          NIL      -0.0010        NIL      -0.0010          NIL      -0.0020


WEIGHTED AVERAGE NUMBER OF COMMON          4,104,000    4,104,000    4,104,000  4,104,000    4,104,000    4,104,000    4,104,000
SHARES OUTSTANDING

</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>   4

FINANCIAL STATEMENTS (continued)


                                  TEKRON, INC.
                            STATEMENTS OF CASH FLOWS
                          (a Development Stage Company)
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                                                                                      5/31/94
                                               6 Months     6 Months  3 Months     3 Months    Year         Year     (Inception)
                                                Ended        Ended      Ended       Ended      Ended        Ended        To
                                               9/30/00      9/30/99    6/30/00     6/30/99    3/31/00      3/31/99    9/30/00

<S>                                             <C>        <C>        <C>         <C>         <C>          <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     NET LOSS                                   -862           0       -4,147          0       -4,227          0      -8,394

ADJ TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES              0           0           0           0            0          0          20
     ISSUE COMMON STOCK

                                               ------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES           -862           0       -4,147          0       -4,227          0      -8,374

CASH FLOWS FROM INVESTING ACTIVITIES               0           0           0           0            0          0           0

CASH FLOWS FROM FINANCING ACTIVITIES               0           0           0           0            0          0       9,100

                                               ------------------------------------------------------------------------------------
NET INCREASE (DECREASE)                         -862           0       -4,147          0       -4,227          0         726

CASH BEGINNING OF PERIOD                       1,588       9,100        4,873      9,100        9,100      9,100           0

                                               ------------------------------------------------------------------------------------
CASH END OF PERIOD                               726       9,100          726      9,100        4,873      9,100         726

</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>   5

FINANCIAL STATEMENTS (continued)

NOTES TO FINANCIAL STATEMENTS

1.      MANAGEMENT'S OPINION

In the opinion of management, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the company as
of September 30, 2000 and 1999, and the results of operations and cash flows for
the six months ended September 30, 2000 and 1999, and the two years ended March
31, 2000 and 1999, and the period May 31, 1994 (Inception) to September 30,
2000. The accompanying financial statements have been adjusted as of September
30, 2000 as required by Item 310 (b) of Regulation S-B to include all
adjustments which in the opinion of Management are necessary in order to make
the financial statements not misleading.

2.      INTERIM REPORTING

The results of operations for the six months ended September 30, 2000 and 1999,
are not necessarily indicative of the results to be expected for the remainder
of the year.

3.      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization and Nature of Operations

The Company was incorporated in Delaware on May 31, 1994. The Company is a
development stage company and has not conducted any business activities to date.

The Company has selected March 31st as its fiscal year end.

4.      Basis of Accounting

The Company's policy is to use the accrual method of accounting and to prepare
and present financial statements which conform to generally accepted accounting
principles. 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 reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.

5.      Cash and equivalents

For purpose of the statements of cash flows, all highly liquid investments with
a maturity of six months or less are considered to be cash equivalents. There
were no cash equivalents as of September 30, 2000.

<PAGE>   6

FINANCIAL STATEMENTS (continued)

NOTES TO FINANCIAL STATEMENTS

6.      Income Taxes

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109),
"Accounting for Income Taxes." A deferred tax asset or liability is recorded for
all temporary differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.

PART 1     FINANCIAL INFORMATION

Management's Plan of Operations

The Company maintains a cash balance sufficient to sustain corporate operations
until such time as Management can raise the funding necessary to advance its
business plan. The losses of $4147 through September 2000 were due to operating
expenses including audit fees, office expenses and licenses and fees. Sales of
the Company's equity securities have allowed the Company to maintain a positive
cash flow balance.

The Company's two year business plan encompasses the following steps to
implement its marine service business plan: raise capital of $3,000,000 through
the sale of common stock in the private placement by, selling 3,000,000 shares
at $1.00 per share, to accredited or sophisticated investors during months four
through six. During month seven, after raising capital, the Company intends to
open one service site for boats in Los Angeles, and one in San Diego,
California. During months seven through twelve, in order to operate both service
sites, the Company intends to expend $60,000 for two manager-service
technicians, $120,000 for four service assistants, $25,000 for two office
clerical employees, $20,000 for inventory, $200,000 for the purchase and
outfitting of four service vehicles, $600,000 for purchase of four service
vessels, $10,000 for set-up and maintenance of the Company's web site, $125,000
for advertising, $30,000 for one marketing manager, $110,000 for purchase of
computers and fixed assets, and $62,000 for rent and other operating expenses.

Management has made initial progress in implementing its business plan by
registering its Internet domain name on the Internet, applying for U.S.
trademark protection, and plans to expand its web site in the third quarter of
2000. The Company will only be able to continue to advance its business plan
after it receives capital funding through the sale of equity securities. After
raising capital, Management intends to hire employees, rent commercial space in
San Diego and Los Angeles, purchase vehicles and equipment, and begin
development of its boat service operations. The Company intends to use its
equity capital to fund the Company's business plan during the next twelve months
as cash flow from sales is not estimated to begin until year two of its business
plan. The Company will face considerable risk in each of its business plan
steps, such as difficulty of hiring competent personnel within its budget,
longer than anticipated development of its service vehicles and vessels, and a
shortfall of funding due to

<PAGE>   7

FINANCIAL STATEMENTS (continued)

NOTES TO FINANCIAL STATEMENTS


the Company's inability to raise capital in the equity securities market. If no
funding is received during the next twelve months, the Company will be forced to
rely on its existing cash in the bank and funds loaned by the directors and
officers. 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. In such a restricted cash flow scenario, the Company would be unable
to complete its business plan steps, and would, instead, delay all cash
intensive activities. Without necessary cash flow, the Company may be dormant
during the next twelve months, or until such time as necessary funds could be
raised in the equity securities market.


PART II     OTHER INFORMATION

ITEM 1         Not applicable.

ITEMS 2-4:     Not applicable

ITEM 5:        Information required in lieu of Form 8-K:  None

ITEM 6:        Exhibits and Reports on 8-K:

                      a) Exhibit # 27.1, "Financial Data Schedule"

                      b) No reports on Form 8-K were filed during the fiscal
                         quarter ended September 30, 2000


                                   SIGNATURES


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

Tekron, Inc.


                               /s/ Andrew Chandler
Dated: October 17, 2000        --------------------------------------------
                               Andrew Chandler
                               President and Chief Executive Officer




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