As filed with the Securities and Exchange Commission on June 20, 2002
                                                Registration No. 333-___________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 -------------


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

               Delaware                                         51-0395658
               --------                                         ----------
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

        26 Voyager Court South
      Etobicoke, Ontario Canada                                    M9WM7
      -------------------------                                    -----
(Address of principal executive offices)                        (Zip Code)


                                 -------------
                    AGREEMENTS WITH OFFICERS AND CONSULTANTS
                            (Full title of the plan)
                                 -------------



                           William Kefalas, President
                                  TEKRON, INC.
                             26 Voyager Court South
                         Etobicoke, Ontario Canada M9WM7
                                 (416) 679-0707
                                 --------------
                     (Name and address of agent for service)




<PAGE>
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
                                                  Proposed         Proposed
                                                  maximum          maximum
                                                  offering         aggregate       Amount of
Title of securities          Amount to be         price per        offering        registration
to be registered             registered           share            price           fee
----------------             ----------           -----            -----           ---
<S>                          <C>                  <C>              <C>             <C>
Common Stock, $0.001
par value per share          2,800,000            $0.12            $336,000        $30.91 *
===============================================================================================
</TABLE>
-----------------
*        Calculated in accordance with Rule 457 based upon the average of the
         closing bid and asked prices on June 19, 2002.






































                                        2

<PAGE>
PROSPECTUS


                                  TEKRON, INC.

                        2,800,000 Shares of Common Stock


         This prospectus forms a part of a registration statement which
registers an aggregate of 2,800,000 shares of common stock, that are
collectively referred to as the "Shares", of Tekron, Inc. ("Tekron", "Company",
"we", "us" or "our"). The Shares have been issued to Nicholas Plessas, Mary
Maras, and Mario Liberatore, consultants of the Company, and William Kefalas,
the President and sole Director of the Company. Mr. Plessas, Mr. Kefalas, Mr.
Liberatore, and Mrs. Maras are sometimes referred to collectively as the
"selling securityholders." The selling securityholders may sell all or a portion
of the Shares from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and at market prices
prevailing at the time of such sales or at negotiated prices. We will not
receive any proceeds from sales by the selling securityholders.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.

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

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
                                 -------------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.


                  The date of this prospectus is June 20, 2002












                                        3

<PAGE>
                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

         o        Annual Report on Form 10-KSB for the fiscal year ended March
                  31, 2001, filed on June 8, 2001;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  December 31, 2001, filed on March 8, 2002;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 2001, filed on November 13, 2001; and

         o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2001, filed on August 14, 2001.




                                        4

<PAGE>
         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to William Kefalas, Company President, 26 Voyager
Court South Etobicoke, Ontario Canada M9WM7.


                                   THE COMPANY

         THIS PROSPECTUS CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT MIGHT CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE
THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS.

OUR BUSINESS

         We are a development stage company and have no operations. Other than
issuing shares to our shareholders, we have not commenced any operational
activities. As such, we have no specific products, services, or business. We can
be defined as a "shell" company whose sole purpose at this time is to locate and
consummate a merger or acquisition with an unidentified private entity (a
"Business Opportunity").

         In February 14, 2000, we voluntarily registered our common stock under
the Securities Exchange Act of 1934 (the "Exchange Act") under a registration
statement on Form 10-SB. We elected to file the registration statement and
become subject to the reporting requirements of Section 13 of the Exchange Act
because we believe it will be advantageous to us in attracting a Business
Opportunity candidate. We believe a Business Opportunity will involve a
transaction with a corporation not requiring cash or assets, but which desires
to establish both a public market for its common stock and the perceived
advantages of status as an Exchange Act registered corporation. There is no
assurance that our assumption is correct.



                                        5

<PAGE>
         Federal and state tax consequences will likely be major considerations
in any Business Opportunity we may undertake. Currently, such transactions may
be structured so as to result in tax- free treatment to the parties to the
transaction, pursuant to various federal and state tax provisions. We intend to
structure any Business Opportunity so as to minimize the federal and state tax
consequences to both ourselves and the target entity; however, there can be no
assurance that such Business Opportunity will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-fee
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties of the transaction.

         Sections 13 and 15(d) of the Exchange Act require companies which are
subject to those rules provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two or three years, depending on the relative size of the
acquisition. The time and additional costs that maybe incurred by some target
entities to prepare such statements may preclude our consummation of an
otherwise desirable acquisition. Acquisition prospects that do not have or are
unable to obtain the required audited financial statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.

         We have not conducted, nor have others made available to us, results or
market research indicating that market demand exists for the transactions
contemplated by us. However, we do not presently have, and do not plan to
establish, a marketing organization. Even in the event a Business Opportunity is
identified for merger or acquisition contemplated by us, there is no assurance
we will be successful in completing such Business Opportunity.

COMPETITION

         We are and will continue to be a limited competitor in the business of
seeking business opportunities with private companies. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be desirable Business
Opportunity candidates for us. Nearly all such entitles have significantly
greater experience and financial resources, technical expertise and managerial
capabilities than we do. Consequently, we will be at a competitive disadvantage
in identifying possible Business Opportunities and successfully completing a
Business Opportunity.

INTELLECTUAL PROPERTY

         We have no patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts.



                                        6

<PAGE>
GOVERNMENT REGULATION

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

         Transferability of our shares of common stock is very limited because a
significant number of states have enacted regulations or "blue sky" laws
restricting or, in many instances prohibiting, the initial sale and subsequent
resale of securities of "blank check" companies, such as Tekron, within that
state. In addition, many states while not specifically prohibiting the issuance
of securities may restrict securities of "blank check" companies, such as
Tekron, within that state. Further, many states, while not specifically
prohibiting or restricting securities of "blank check" companies, would require
us to register our securities for sale or resale in their states. We currently
have no plan to register any of our securities with any state. To ensure that
any state laws are not violated through the resale of our securities, we will
refuse to register the transfer of any of our securities to residents of any
state which prohibits such resale if no exemption is available for such resales.
We do not anticipate that a secondary trading market for our securities will
develop in any state until subsequent to consummation of a Business Opportunity,
if at all.

         Although we are subject to regulation under the Exchange Act, we
believe we will not be subject to regulation under the Investment Company Act of
1940, insofar as we will not be engaged in the business of investing or trading
in securities.

EMPLOYEES

         We currently have 1 full and 1 part-time employee. There are no
collective bargaining agreements with our employees. We have consulting
agreements with Mary Maras, Nicholas Plessas, Mario Liberatore and William
Kefalas, our sole director and president. Mrs. Maras, Mr. Plessas, Mr.
Liberatore, and Mr. Kefalas are involved in other full-time business activities
and they participate in the running of the Tekron on a part-time basis as
needed. We do not plan to make any change in the number of our employees to
evaluate Business Opportunities. The need for additional employees and their
availability will be addressed in connection with our decision of whether or not
to pursue a Business Opportunity.

DESCRIPTION OF PROPERTY

         We do not own or lease any real or personal property. We currently
operate without charge out of an office located at 26 Voyager Court South,
Etobicoke, Ontario Canada M9WM7. We believe that this space is sufficient for us
at this time.

         We have no preliminary agreements or understandings with respect to the
office facility subsequent to the completion of a Business Opportunity. Upon
closure of a Business Opportunity, we plan to relocate our office to that of the
Business Opportunity candidate.


                                        7

<PAGE>
         We have no policy with respect to investments in real estate or
interests in real estate and no policy with respect to investments in real
estate mortgages. Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real estate
activities.

LEGAL PROCEEDINGS

         We are not a party to any legal proceedings.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                  RISK FACTORS

         In evaluating us, the following risk factors should be considered:

WE HAVE NOT GENERATED ANY REVENUES AND OUR FUTURE RESULTS ARE UNCERTAIN.

         To date, we have had no revenue generating operations and our
activities have been developing and refining our business plan. There can be no
assurances that we will be able to execute any definitive agreements or develop
or maintain profitable operations in the future. Additionally, we will be
subject to all the risks incident to a start-up business. Prospective investors
should consider the frequency with which relatively newly developed and/or
expanding businesses encounter unforeseen expenses, difficulties, complications,
problems and delays, as well as such other factors as competition with
substantially larger companies.

WE HAVE EXPERIENCED HISTORICAL LOSSES, HAVE AN ACCUMULATED DEFICIT AND MAY NOT
BECOME PROFITABLE.

         For the fiscal years ended March 31, 2001 and 2000, and the nine months
ended December 31, 2001, we experienced net losses of $(4,503), $(4,227) and
$(26,206), respectively. Our operating results for future periods could include
significant expenses, and will be subject to numerous uncertainties. As a
result, we are unable to predict whether we will achieve profitability in the
future.

WE WILL REQUIRE ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON
ACCEPTABLE TERMS. ANY INABILITY TO RAISE ADDITIONAL CAPITAL WHEN NEEDED COULD
ADVERSELY AFFECT OUR ABILITY TO GROW OUR COMPANY.

         We may require additional capital in order to fund future operations.
We do not have any commitments for additional financing and there can be no
assurance that such additional funding, if required, will be available, or if
available, will be available upon favorable terms. Insufficient funds may


                                        8

<PAGE>
prevent us from implementing our business strategy. In the event we raise
additional funds through the issuance of equity securities, dilution to the then
existing stockholders will result and future investors may be granted rights
superior to those of existing stockholders.

OUR SUCCESS WILL DEPEND ON OUR ABILITY TO LOCATE SUITABLE ACQUISITIONS.

         One of our biggest challenges in meeting our business strategy
objectives will be to identify and close acquisitions. Because of the highly
competitive nature of our target market segment and our limited financial
resources, there can be no assurance that we will be able to identify and close
suitable acquisitions for our planned expansion in any future period. Delays or
failures in consummating acquisitions could materially adversely affect our
business, financial condition, operating results or cash flows.

THE STRUCTURE OF OUR FUTURE ACQUISITIONS COULD BE VERY DILUTIVE TO OUR CURRENT
SHAREHOLDERS.

         Our plan of operations is centered around acquisitions. It is likely
that such the structure of these future transactions will involve a dilution of
the interests of our current shareholders upon the issuance of additional shares
of equity securities.

SECURITIES AND EXCHANGE COMMISSION RULES ON "PENNY STOCKS" COULD GREATLY AFFECT
THE MARKET FOR OUR COMMON STOCK BY REDUCING LIQUIDITY AND THE ABILITY TO SELL
OUR STOCK

         The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. Depending on
market fluctuations, our common stock could be considered to be a "penny stock"
and be subject to rules that impose additional sales practice requirements on
broker/dealers who sell these securities to persons other than established
customers and accredited investors, unless the common stock is listed on The
Nasdaq SmallCap Market. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
such securities. In addition he must receive the purchaser's written consent to
the transaction prior to the purchase. He must also provide certain written
disclosure to the purchaser. Consequently, the "penny stock" rules may restrict
the ability of broker/dealers to sell our securities, and may adversely affect
the ability of holders of shares of our common stock to resell them. While we
intend at some future date to list our common stock on the Nasdaq SmallCap
Market when we satisfy their various criteria, we cannot predict whether we will
ever be able to qualify.

THE COMMON STOCK IS THINLY TRADED AND AN ACTIVE AND VISIBLE TRADING MARKET FOR
THE COMMON STOCK MAY NOT DEVELOP.

         The Common Stock is currently traded on a limited basis on the
Over-the-Counter Bulleting Board under the symbol "TKRN.OB". The quotation of
the Common Stock on the OTCBB does not represent that a meaningful, consistent


                                        9

<PAGE>
and liquid trading market currently exists. We cannot predict whether a more
active market for the common stock will develop in the future. In the absence of
an active trading market:

        o         investors may have difficulty buying and selling or obtaining
                  quotations for the common stock;
        o         market visibility for the common stock may be limited; and
        o         a lack of visibility for the common stock may have a
                  depressive effect on the market price for the common stock.

IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US. MOREOVER, WE CANNOT
PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS PLAN. EACH
PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF
AN INVESTMENT IN THE UNITS, INCLUDING THE RISK FACTORS DISCUSSED ABOVE.

                    AGREEMENTS WITH OFFICERS AND CONSULTANTS

GENERAL

         As a result of cash constraints affecting the Company, during recent
periods of activities, the Company had access to limited funds to satisfy its
financial obligations to various consultants. Specifically, the Company has
issued 800,000 shares of its common stock to Mary Maras in compensation for
certain administrative services, marketing and distribution services, and
networking services provided and to be provided to the Company, pursuant to a
Consulting Agreement between Mrs. Maras and the Company effective as of March 6,
2002. The Company also issued 500,000 shares of common stock to William Kefalas
in compensation for certain executive services provided and to be provided to
the Company, pursuant to a Consulting Agreement between Mr. Kefalas and the
Company effective as of January 23, 2002. The Company issued 500,000 shares of
common stock to Nicholas Plessas, in compensation for certain acquisition
selection services, marketing and distribution services, and networking services
provided and to be provided to the Company, pursuant to a Consulting Agreement
between Mr. Plessas and the Company effective as of January 23, 2002.

         In addition, the Company issued 1,000,000 shares of common stock to
Mario Liberatore, in compensation for certain marketing and distribution
services, and networking services provided and to be provided to the Company,
pursuant to a Consulting Agreement between Mr. Liberatore and the Company
effective as of March 6, 2002.

FEDERAL INCOME TAX EFFECTS

         The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2001.
It does not purport to be a complete description of the federal income tax
consequences of the issuance, nor does it describe the consequences of state,
local or foreign tax laws which may be applicable.

         In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the


                                       10

<PAGE>
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Shares received by a person who is subject to the short swing profit recovery
rule of Section 16(b) of the Securities Exchange Act of 1934 is considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of the recipient are treated as transferable if and when the recipient can sell,
assign, pledge or otherwise transfer any interest in the Shares to any person.
Inasmuch as the recipient would not be subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 and the
Shares, upon receipt following satisfaction of condition prerequisites to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITYHOLDERS

         The following table sets forth

         o        the name of the selling securityholders,

         o        the amount of shares of common stock held directly or
                  indirectly,

         o        the maximum amount of shares of common stock to be offered by
                  the selling securityholders,

         o        the amount of co4mmon stock to be owned by the selling
                  securityholders following sale of the shares of common stock,
                  and

         o        the percentage of shares of common stock to be owned by the
                  selling Securityholders following completion of such offering
                  based on 5,095,000 shares being outstanding as of May 21,
                  2002.



                                       11

<PAGE>
<TABLE>
<CAPTION>
                                                                                                   Percentage
                                                                            Shares to be           to be Owned
Name of Selling                     Number of             Shares to          Owned After              After
Securityholders                   Shares Owned           be Offered           Offering              Offering
---------------                   ------------           ----------         ------------           -----------
<S>                                   <C>                  <C>                <C>                     <C>
Nicholas Plessas                      620,000              500,000            120,000                 2.36%
William Kefalas                       588,000              500,000             88,000                 1.73%
Mary Maras                            800,000              800,000                  0                    0%
Mario Liberatore                    1,000,000            1,000,000                  0                    0%
</TABLE>


                              PLAN OF DISTRIBUTION

         The Shares covered by this prospectus may be distributed from time to
time by the selling securityholders in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
Securityholders in connection with sales of securities.

         The selling securityholders may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets", on the over-the-counter Bulletin
                  Board, or on such exchanges or over-the-counter markets on
                  which our shares may be listed from time- to-time, in
                  transactions which may include special offerings, exchange
                  distributions and/or secondary distributions, pursuant to and
                  in accordance with the rules of such exchanges, including
                  sales to underwriters who acquire the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions, including sales through brokers, acting as
                  principal or agent, sales in privately negotiated
                  transactions, or dispositions for value by any selling
                  Securityholders to its partners or members, subject to rules
                  relating to sales by affiliates;

         o        through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or



                                       12

<PAGE>
         o        through the writing of options on our shares, whether or not
                  such options are listed on an exchange, or other transactions
                  requiring delivery of our shares, or the delivery of our
                  shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholders
may arrange for other brokers or dealers to participate. The selling
securityholders and others through whom such securities are sold may be
"underwriters" within the meaning of the Securities Act for the securities
offered, and any profits realized or commission received may be considered
underwriting compensation.

         At the time a particular offer of the securities is made by or on
behalf of the selling securityholders, to the extent required, a prospectus is
to be delivered. The prospectus will include the number of shares of common
stock being offered and the terms of the offering, including the name or names
of any underwriters, dealers or agents, the purchase price paid by any
underwriter for the shares of common stock purchased from the selling
securityholders, and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, and the proposed selling price to the public.

         We have told the selling securityholders that the anti-manipulative
rules under the Securities Exchange Act of 1934, including Regulation M, may
apply to their sales in the market. We have provided each of the selling
securityholders with a copy of these rules. We have also told the selling
securityholders of the need for delivery of copies of this prospectus in
connection with any sale of securities that are registered by this prospectus.

         Sales of securities by us and the selling securityholders or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

         We are authorized to issue 50,000,000 shares of common stock, $.001 par
value per share. As of May 21, 2002, there were issued and outstanding,
5,095,000 shares of common stock and no shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors, our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all


                                       13

<PAGE>
of the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Our By-Laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.

TRANSFER AGENT

         The transfer agent and registrar for our common stock is Signature
Stock Transfer, Inc., 14675 Midway Road, Suite 221, Addison, Texas 75001.

                                     EXPERTS

         Our consolidated financial statements appearing in our Annual Report on
Form 10-KSB, for the fiscal years ended March 31, 2001 and March 31, 2000, have
been audited by S.W. Hatfield, CPA, independent certified public accountants, as
set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of S.W. Hatfield, CPA pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
upon the authority of such firm as experts in accounting and auditing.

                                 INDEMNIFICATION

         We shall indemnify our directors, officers and employees to the fullest
extent allowed by law, provided, however, that it shall be within the discretion
of the Board of Directors whether to advance any funds in advance of disposition
of any action, suit or proceeding, and provided further that nothing in this
section shall be deemed to obviate the necessity of the Board of Directors to
make any determination that indemnification of the director, officer or employee
is proper under the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of Section 145 of the Delaware
General Corporation Law.

         Section 145 of the General Corporation Law of Delaware, the
jurisdiction in which we are incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an


                                       14

<PAGE>
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.


                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post- effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         o        Annual Report on Form 10-KSB for the fiscal year ended March
                  31, 2001, filed on June 8, 2001;

         o        Quarterly Report on Form 10-QSB for the quarter ended December
                  31, 2001, filed on March 8, 2002;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 2001, filed on November 13, 2001; and

         o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2001, filed on August 14, 2001.



                                       15

<PAGE>
         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to William Kefalas, Company President, 26 Voyager
Court South Etobicoke, Ontario Canada M9WM7.

ITEM 4.  Description of Securities
-------  -------------------------

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.  Interests of Named Experts and Counsel
-------  --------------------------------------

         Not Applicable.

ITEM 6.  Indemnification of Directors and Officers
-------  -----------------------------------------

         We shall indemnify our directors, officers and employees to the fullest
extent allowed by law, provided, however, that it shall be within the discretion
of the Board of Directors whether to advance any funds in advance of disposition
of any action, suit or proceeding, and provided further that nothing in this
section shall be deemed to obviate the necessity of the Board of Directors to
make any determination that indemnification of the director, officer or employee
is proper under the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of Section 145 of the Delaware
General Corporation Law.

         Section 145 of the General Corporation Law of Delaware, the
jurisdiction in which we are incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in


                                       16

<PAGE>
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

ITEM 7.  Exemption From Registration Claimed
-------  -----------------------------------

         Inasmuch as the recipients of the Shares were knowledgeable and
sophisticated, were either a senior consultant or officer of the Company, had
access to relevant information pertaining to the Company and had the ability to
fend for themselves, the issuance was exempt from registration under the
Securities Act of 1933 by reason of Section 4(2) of that act.



















                                       17

<PAGE>
ITEM 8.  Exhibits
-------  --------

    10.1      Consulting Agreement effective March 6, 2002, between the Company
              and Mary Maras. *

    10.2      Consulting Agreement effective January 23, 2002, between the
              Company and Nicholas Plessas. *

    10.3      Consulting Agreement effective January 23, 2002, between the
              Company and William Kefalas. *

    10.4      Consulting Agreement effective March 6, 2002, between the Company
              and Mario Liberatore. *

    23.1      Consent of Independent Certified Public Accountants. *

--------------------
*   Filed herewith.

ITEM 9.  Undertakings
-------  ------------

    The undersigned registrant hereby undertakes:

    1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

              a. To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

              b. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or n the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

              c. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;



                                       18

<PAGE>
    Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

    2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act against
such liabilities (other than the payment by the registrant in the successful
defense of an action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel, the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


                                       19

<PAGE>
                                   SIGNATURES
                                   ----------

    The Registrant pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned, in
the City of Etobicoke, Ontario, Canada, on June 20, 2002.



                                                     TEKRON, INC.


                                                     By: /s/ William P. Kefalas
                                                        ------------------------
                                                        William P. Kefalas
                                                        President and Director


    Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

    Signature                  Title                              Date
    ---------                  -----                              ----

/s/ William P. Kefalas         President and Director             June 20, 2002
----------------------
William Kefalas































                                       20
[{"type": "S-8", "sequence": "1", "filename": "tekroninc_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 52726}]
{"company-data": {"conformed-name": "TEKRON INC", "cik": "0001106548", "assigned-sic": "3730", "irs-number": "510395658", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90856", "film-number": "02683442"}, "business-address": {"street1": "13123 POWAY ROAD", "city": "POWAY", "state": "CA", "zip": "92064", "phone": "6196925868"}, "mail-address": {"street1": "13123 POWAY ROAD", "city": "POWAY", "state": "CA", "zip": "92064"}}
As filed with the Securities and Exchange Commission on June 20, 2002
                                                Registration No. 333-___________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 -------------

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

               Delaware                                         51-0395658
               --------                                         ----------
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

        26 Voyager Court South
      Etobicoke, Ontario Canada                                    M9WM7
      -------------------------                                    -----
(Address of principal executive offices)                        (Zip Code)

                                 -------------
                    AGREEMENTS WITH OFFICERS AND CONSULTANTS
                            (Full title of the plan)
                                 -------------

                           William Kefalas, President
                                  TEKRON, INC.
                             26 Voyager Court South
                         Etobicoke, Ontario Canada M9WM7
                                 (416) 679-0707
                                 --------------
                     (Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================================
                                                  Proposed         Proposed
                                                  maximum          maximum
                                                  offering         aggregate       Amount of
Title of securities          Amount to be         price per        offering        registration
to be registered             registered           share            price           fee
----------------             ----------           -----            -----           ---
Common Stock, $0.001
par value per share          2,800,000            $0.12            $336,000        $30.91 *
===============================================================================================
-----------------
*        Calculated in accordance with Rule 457 based upon the average of the
         closing bid and asked prices on June 19, 2002.

                                        2
PROSPECTUS

                                  TEKRON, INC.

                        2,800,000 Shares of Common Stock

         This prospectus forms a part of a registration statement which
registers an aggregate of 2,800,000 shares of common stock, that are
collectively referred to as the "Shares", of Tekron, Inc. ("Tekron", "Company",
"we", "us" or "our"). The Shares have been issued to Nicholas Plessas, Mary
Maras, and Mario Liberatore, consultants of the Company, and William Kefalas,
the President and sole Director of the Company. Mr. Plessas, Mr. Kefalas, Mr.
Liberatore, and Mrs. Maras are sometimes referred to collectively as the
"selling securityholders." The selling securityholders may sell all or a portion
of the Shares from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and at market prices
prevailing at the time of such sales or at negotiated prices. We will not
receive any proceeds from sales by the selling securityholders.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.

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

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
                                 -------------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                  The date of this prospectus is June 20, 2002

                                        3
AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

         o        Annual Report on Form 10-KSB for the fiscal year ended March
                  31, 2001, filed on June 8, 2001;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  December 31, 2001, filed on March 8, 2002;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 2001, filed on November 13, 2001; and

         o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2001, filed on August 14, 2001.

                                        4
All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to William Kefalas, Company President, 26 Voyager
Court South Etobicoke, Ontario Canada M9WM7.

                                   THE COMPANY

         THIS PROSPECTUS CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT MIGHT CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE
THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS.

OUR BUSINESS

         We are a development stage company and have no operations. Other than
issuing shares to our shareholders, we have not commenced any operational
activities. As such, we have no specific products, services, or business. We can
be defined as a "shell" company whose sole purpose at this time is to locate and
consummate a merger or acquisition with an unidentified private entity (a
"Business Opportunity").

         In February 14, 2000, we voluntarily registered our common stock under
the Securities Exchange Act of 1934 (the "Exchange Act") under a registration
statement on Form 10-SB. We elected to file the registration statement and
become subject to the reporting requirements of Section 13 of the Exchange Act
because we believe it will be advantageous to us in attracting a Business
Opportunity candidate. We believe a Business Opportunity will involve a
transaction with a corporation not requiring cash or assets, but which desires
to establish both a public market for its common stock and the perceived
advantages of status as an Exchange Act registered corporation. There is no
assurance that our assumption is correct.

                                        5
Federal and state tax consequences will likely be major considerations
in any Business Opportunity we may undertake. Currently, such transactions may
be structured so as to result in tax- free treatment to the parties to the
transaction, pursuant to various federal and state tax provisions. We intend to
structure any Business Opportunity so as to minimize the federal and state tax
consequences to both ourselves and the target entity; however, there can be no
assurance that such Business Opportunity will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-fee
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties of the transaction.

         Sections 13 and 15(d) of the Exchange Act require companies which are
subject to those rules provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two or three years, depending on the relative size of the
acquisition. The time and additional costs that maybe incurred by some target
entities to prepare such statements may preclude our consummation of an
otherwise desirable acquisition. Acquisition prospects that do not have or are
unable to obtain the required audited financial statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.

         We have not conducted, nor have others made available to us, results or
market research indicating that market demand exists for the transactions
contemplated by us. However, we do not presently have, and do not plan to
establish, a marketing organization. Even in the event a Business Opportunity is
identified for merger or acquisition contemplated by us, there is no assurance
we will be successful in completing such Business Opportunity.

COMPETITION

         We are and will continue to be a limited competitor in the business of
seeking business opportunities with private companies. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be desirable Business
Opportunity candidates for us. Nearly all such entitles have significantly
greater experience and financial resources, technical expertise and managerial
capabilities than we do. Consequently, we will be at a competitive disadvantage
in identifying possible Business Opportunities and successfully completing a
Business Opportunity.

INTELLECTUAL PROPERTY

         We have no patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts.

                                        6
GOVERNMENT REGULATION

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

         Transferability of our shares of common stock is very limited because a
significant number of states have enacted regulations or "blue sky" laws
restricting or, in many instances prohibiting, the initial sale and subsequent
resale of securities of "blank check" companies, such as Tekron, within that
state. In addition, many states while not specifically prohibiting the issuance
of securities may restrict securities of "blank check" companies, such as
Tekron, within that state. Further, many states, while not specifically
prohibiting or restricting securities of "blank check" companies, would require
us to register our securities for sale or resale in their states. We currently
have no plan to register any of our securities with any state. To ensure that
any state laws are not violated through the resale of our securities, we will
refuse to register the transfer of any of our securities to residents of any
state which prohibits such resale if no exemption is available for such resales.
We do not anticipate that a secondary trading market for our securities will
develop in any state until subsequent to consummation of a Business Opportunity,
if at all.

         Although we are subject to regulation under the Exchange Act, we
believe we will not be subject to regulation under the Investment Company Act of
1940, insofar as we will not be engaged in the business of investing or trading
in securities.

EMPLOYEES

         We currently have 1 full and 1 part-time employee. There are no
collective bargaining agreements with our employees. We have consulting
agreements with Mary Maras, Nicholas Plessas, Mario Liberatore and William
Kefalas, our sole director and president. Mrs. Maras, Mr. Plessas, Mr.
Liberatore, and Mr. Kefalas are involved in other full-time business activities
and they participate in the running of the Tekron on a part-time basis as
needed. We do not plan to make any change in the number of our employees to
evaluate Business Opportunities. The need for additional employees and their
availability will be addressed in connection with our decision of whether or not
to pursue a Business Opportunity.

DESCRIPTION OF PROPERTY

         We do not own or lease any real or personal property. We currently
operate without charge out of an office located at 26 Voyager Court South,
Etobicoke, Ontario Canada M9WM7. We believe that this space is sufficient for us
at this time.

         We have no preliminary agreements or understandings with respect to the
office facility subsequent to the completion of a Business Opportunity. Upon
closure of a Business Opportunity, we plan to relocate our office to that of the
Business Opportunity candidate.

                                        7
We have no policy with respect to investments in real estate or
interests in real estate and no policy with respect to investments in real
estate mortgages. Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real estate
activities.

LEGAL PROCEEDINGS

         We are not a party to any legal proceedings.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                  RISK FACTORS

         In evaluating us, the following risk factors should be considered:

WE HAVE NOT GENERATED ANY REVENUES AND OUR FUTURE RESULTS ARE UNCERTAIN.

         To date, we have had no revenue generating operations and our
activities have been developing and refining our business plan. There can be no
assurances that we will be able to execute any definitive agreements or develop
or maintain profitable operations in the future. Additionally, we will be
subject to all the risks incident to a start-up business. Prospective investors
should consider the frequency with which relatively newly developed and/or
expanding businesses encounter unforeseen expenses, difficulties, complications,
problems and delays, as well as such other factors as competition with
substantially larger companies.

WE HAVE EXPERIENCED HISTORICAL LOSSES, HAVE AN ACCUMULATED DEFICIT AND MAY NOT
BECOME PROFITABLE.

         For the fiscal years ended March 31, 2001 and 2000, and the nine months
ended December 31, 2001, we experienced net losses of $(4,503), $(4,227) and
$(26,206), respectively. Our operating results for future periods could include
significant expenses, and will be subject to numerous uncertainties. As a
result, we are unable to predict whether we will achieve profitability in the
future.

WE WILL REQUIRE ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON
ACCEPTABLE TERMS. ANY INABILITY TO RAISE ADDITIONAL CAPITAL WHEN NEEDED COULD
ADVERSELY AFFECT OUR ABILITY TO GROW OUR COMPANY.

         We may require additional capital in order to fund future operations.
We do not have any commitments for additional financing and there can be no
assurance that such additional funding, if required, will be available, or if
available, will be available upon favorable terms. Insufficient funds may

                                        8
prevent us from implementing our business strategy. In the event we raise
additional funds through the issuance of equity securities, dilution to the then
existing stockholders will result and future investors may be granted rights
superior to those of existing stockholders.

OUR SUCCESS WILL DEPEND ON OUR ABILITY TO LOCATE SUITABLE ACQUISITIONS.

         One of our biggest challenges in meeting our business strategy
objectives will be to identify and close acquisitions. Because of the highly
competitive nature of our target market segment and our limited financial
resources, there can be no assurance that we will be able to identify and close
suitable acquisitions for our planned expansion in any future period. Delays or
failures in consummating acquisitions could materially adversely affect our
business, financial condition, operating results or cash flows.

THE STRUCTURE OF OUR FUTURE ACQUISITIONS COULD BE VERY DILUTIVE TO OUR CURRENT
SHAREHOLDERS.

         Our plan of operations is centered around acquisitions. It is likely
that such the structure of these future transactions will involve a dilution of
the interests of our current shareholders upon the issuance of additional shares
of equity securities.

SECURITIES AND EXCHANGE COMMISSION RULES ON "PENNY STOCKS" COULD GREATLY AFFECT
THE MARKET FOR OUR COMMON STOCK BY REDUCING LIQUIDITY AND THE ABILITY TO SELL
OUR STOCK

         The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. Depending on
market fluctuations, our common stock could be considered to be a "penny stock"
and be subject to rules that impose additional sales practice requirements on
broker/dealers who sell these securities to persons other than established
customers and accredited investors, unless the common stock is listed on The
Nasdaq SmallCap Market. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
such securities. In addition he must receive the purchaser's written consent to
the transaction prior to the purchase. He must also provide certain written
disclosure to the purchaser. Consequently, the "penny stock" rules may restrict
the ability of broker/dealers to sell our securities, and may adversely affect
the ability of holders of shares of our common stock to resell them. While we
intend at some future date to list our common stock on the Nasdaq SmallCap
Market when we satisfy their various criteria, we cannot predict whether we will
ever be able to qualify.

THE COMMON STOCK IS THINLY TRADED AND AN ACTIVE AND VISIBLE TRADING MARKET FOR
THE COMMON STOCK MAY NOT DEVELOP.

         The Common Stock is currently traded on a limited basis on the
Over-the-Counter Bulleting Board under the symbol "TKRN.OB". The quotation of
the Common Stock on the OTCBB does not represent that a meaningful, consistent

                                        9
and liquid trading market currently exists. We cannot predict whether a more
active market for the common stock will develop in the future. In the absence of
an active trading market:

        o         investors may have difficulty buying and selling or obtaining
                  quotations for the common stock;
        o         market visibility for the common stock may be limited; and
        o         a lack of visibility for the common stock may have a
                  depressive effect on the market price for the common stock.

IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US. MOREOVER, WE CANNOT
PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS PLAN. EACH
PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF
AN INVESTMENT IN THE UNITS, INCLUDING THE RISK FACTORS DISCUSSED ABOVE.

                    AGREEMENTS WITH OFFICERS AND CONSULTANTS

GENERAL

         As a result of cash constraints affecting the Company, during recent
periods of activities, the Company had access to limited funds to satisfy its
financial obligations to various consultants. Specifically, the Company has
issued 800,000 shares of its common stock to Mary Maras in compensation for
certain administrative services, marketing and distribution services, and
networking services provided and to be provided to the Company, pursuant to a
Consulting Agreement between Mrs. Maras and the Company effective as of March 6,
2002. The Company also issued 500,000 shares of common stock to William Kefalas
in compensation for certain executive services provided and to be provided to
the Company, pursuant to a Consulting Agreement between Mr. Kefalas and the
Company effective as of January 23, 2002. The Company issued 500,000 shares of
common stock to Nicholas Plessas, in compensation for certain acquisition
selection services, marketing and distribution services, and networking services
provided and to be provided to the Company, pursuant to a Consulting Agreement
between Mr. Plessas and the Company effective as of January 23, 2002.

         In addition, the Company issued 1,000,000 shares of common stock to
Mario Liberatore, in compensation for certain marketing and distribution
services, and networking services provided and to be provided to the Company,
pursuant to a Consulting Agreement between Mr. Liberatore and the Company
effective as of March 6, 2002.

FEDERAL INCOME TAX EFFECTS

         The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2001.
It does not purport to be a complete description of the federal income tax
consequences of the issuance, nor does it describe the consequences of state,
local or foreign tax laws which may be applicable.

         In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the

                                       10
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Shares received by a person who is subject to the short swing profit recovery
rule of Section 16(b) of the Securities Exchange Act of 1934 is considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of the recipient are treated as transferable if and when the recipient can sell,
assign, pledge or otherwise transfer any interest in the Shares to any person.
Inasmuch as the recipient would not be subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 and the
Shares, upon receipt following satisfaction of condition prerequisites to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITYHOLDERS

         The following table sets forth

         o        the name of the selling securityholders,

         o        the amount of shares of common stock held directly or
                  indirectly,

         o        the maximum amount of shares of common stock to be offered by
                  the selling securityholders,

         o        the amount of co4mmon stock to be owned by the selling
                  securityholders following sale of the shares of common stock,
                  and

         o        the percentage of shares of common stock to be owned by the
                  selling Securityholders following completion of such offering
                  based on 5,095,000 shares being outstanding as of May 21,
                  2002.

                                       11
Percentage
                                                                            Shares to be           to be Owned
Name of Selling                     Number of             Shares to          Owned After              After
Securityholders                   Shares Owned           be Offered           Offering              Offering
---------------                   ------------           ----------         ------------           -----------
Nicholas Plessas                      620,000              500,000            120,000                 2.36%
William Kefalas                       588,000              500,000             88,000                 1.73%
Mary Maras                            800,000              800,000                  0                    0%
Mario Liberatore                    1,000,000            1,000,000                  0                    0%
PLAN OF DISTRIBUTION

         The Shares covered by this prospectus may be distributed from time to
time by the selling securityholders in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
Securityholders in connection with sales of securities.

         The selling securityholders may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets", on the over-the-counter Bulletin
                  Board, or on such exchanges or over-the-counter markets on
                  which our shares may be listed from time- to-time, in
                  transactions which may include special offerings, exchange
                  distributions and/or secondary distributions, pursuant to and
                  in accordance with the rules of such exchanges, including
                  sales to underwriters who acquire the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions, including sales through brokers, acting as
                  principal or agent, sales in privately negotiated
                  transactions, or dispositions for value by any selling
                  Securityholders to its partners or members, subject to rules
                  relating to sales by affiliates;

         o        through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or

                                       12
o        through the writing of options on our shares, whether or not
                  such options are listed on an exchange, or other transactions
                  requiring delivery of our shares, or the delivery of our
                  shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholders
may arrange for other brokers or dealers to participate. The selling
securityholders and others through whom such securities are sold may be
"underwriters" within the meaning of the Securities Act for the securities
offered, and any profits realized or commission received may be considered
underwriting compensation.

         At the time a particular offer of the securities is made by or on
behalf of the selling securityholders, to the extent required, a prospectus is
to be delivered. The prospectus will include the number of shares of common
stock being offered and the terms of the offering, including the name or names
of any underwriters, dealers or agents, the purchase price paid by any
underwriter for the shares of common stock purchased from the selling
securityholders, and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, and the proposed selling price to the public.

         We have told the selling securityholders that the anti-manipulative
rules under the Securities Exchange Act of 1934, including Regulation M, may
apply to their sales in the market. We have provided each of the selling
securityholders with a copy of these rules. We have also told the selling
securityholders of the need for delivery of copies of this prospectus in
connection with any sale of securities that are registered by this prospectus.

         Sales of securities by us and the selling securityholders or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

         We are authorized to issue 50,000,000 shares of common stock, $.001 par
value per share. As of May 21, 2002, there were issued and outstanding,
5,095,000 shares of common stock and no shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors, our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all

                                       13
of the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Our By-Laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.

TRANSFER AGENT

         The transfer agent and registrar for our common stock is Signature
Stock Transfer, Inc., 14675 Midway Road, Suite 221, Addison, Texas 75001.

                                     EXPERTS

         Our consolidated financial statements appearing in our Annual Report on
Form 10-KSB, for the fiscal years ended March 31, 2001 and March 31, 2000, have
been audited by S.W. Hatfield, CPA, independent certified public accountants, as
set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of S.W. Hatfield, CPA pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
upon the authority of such firm as experts in accounting and auditing.

                                 INDEMNIFICATION

         We shall indemnify our directors, officers and employees to the fullest
extent allowed by law, provided, however, that it shall be within the discretion
of the Board of Directors whether to advance any funds in advance of disposition
of any action, suit or proceeding, and provided further that nothing in this
section shall be deemed to obviate the necessity of the Board of Directors to
make any determination that indemnification of the director, officer or employee
is proper under the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of Section 145 of the Delaware
General Corporation Law.

         Section 145 of the General Corporation Law of Delaware, the
jurisdiction in which we are incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an

                                       14
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post- effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         o        Annual Report on Form 10-KSB for the fiscal year ended March
                  31, 2001, filed on June 8, 2001;

         o        Quarterly Report on Form 10-QSB for the quarter ended December
                  31, 2001, filed on March 8, 2002;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 2001, filed on November 13, 2001; and

         o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2001, filed on August 14, 2001.

                                       15
All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to William Kefalas, Company President, 26 Voyager
Court South Etobicoke, Ontario Canada M9WM7.

ITEM 4.  Description of Securities
-------  -------------------------

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.  Interests of Named Experts and Counsel
-------  --------------------------------------

         Not Applicable.

ITEM 6.  Indemnification of Directors and Officers
-------  -----------------------------------------

         We shall indemnify our directors, officers and employees to the fullest
extent allowed by law, provided, however, that it shall be within the discretion
of the Board of Directors whether to advance any funds in advance of disposition
of any action, suit or proceeding, and provided further that nothing in this
section shall be deemed to obviate the necessity of the Board of Directors to
make any determination that indemnification of the director, officer or employee
is proper under the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of Section 145 of the Delaware
General Corporation Law.

         Section 145 of the General Corporation Law of Delaware, the
jurisdiction in which we are incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in

                                       16
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

ITEM 7.  Exemption From Registration Claimed
-------  -----------------------------------

         Inasmuch as the recipients of the Shares were knowledgeable and
sophisticated, were either a senior consultant or officer of the Company, had
access to relevant information pertaining to the Company and had the ability to
fend for themselves, the issuance was exempt from registration under the
Securities Act of 1933 by reason of Section 4(2) of that act.

                                       17
ITEM 8.  Exhibits
-------  --------

    10.1      Consulting Agreement effective March 6, 2002, between the Company
              and Mary Maras. *

    10.2      Consulting Agreement effective January 23, 2002, between the
              Company and Nicholas Plessas. *

    10.3      Consulting Agreement effective January 23, 2002, between the
              Company and William Kefalas. *

    10.4      Consulting Agreement effective March 6, 2002, between the Company
              and Mario Liberatore. *

    23.1      Consent of Independent Certified Public Accountants. *

--------------------
*   Filed herewith.

ITEM 9.  Undertakings
-------  ------------

    The undersigned registrant hereby undertakes:

    1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

              a. To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

              b. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or n the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

              c. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

                                       18
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

    2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act against
such liabilities (other than the payment by the registrant in the successful
defense of an action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel, the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                       19
SIGNATURES
                                   ----------

    The Registrant pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned, in
the City of Etobicoke, Ontario, Canada, on June 20, 2002.

                                                     TEKRON, INC.

                                                     By: /s/ William P. Kefalas
                                                        ------------------------
                                                        William P. Kefalas
                                                        President and Director

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

    Signature                  Title                              Date
    ---------                  -----                              ----

/s/ William P. Kefalas         President and Director             June 20, 2002
----------------------
William Kefalas

                                       20