8-K 1 tek8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report(Date of earliest event reported) January 14, 2004 TEKRON, INC. --------------------------------------------------------------- Delaware 0-29493 51-0395658 ------------------- ---------------- -------------------- (State or other jurisdiction Commission File IRS Employer Identification of incorporation) Number No. 530 S. Federal Hwy Deerfield Beach, Florida 33441 ----------------------- ------------------- (Address of principal (Zip/Postal Code) executive offices Registrant's telephone number: 519-661-0609 n/a ---------------------------------------------------------------- (Former name or former address, if changed since last report) FORWARD-LOOKING STATEMENTS Certain statements under this Item and elsewhere in this Form 8-K and in the exhibits to this Form 8-K are not historical facts but constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements relating to potential growth or to potential increases in revenues and net income through previous, potential or possible mergers; acquisitions; license agreements; share exchanges; and joint ventures. These statements often can be identified by the use of terms such as "may", "will", "expect", "anticipate", "estimate", "should", "could", "plans", "believes", "potential", or "continuing", or the negative of these terms. Such forward-looking statements speak only as of the date made and may involve both known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the registrant believes that the expectations reflected in such forward-looking statements are reasonable, the registrant cannot guarantee future results, levels of activity, performance, achievements or events. Moreover, neither the registrant nor any other person assumes responsibility for the accuracy or completeness of such statements. The registrant disclaims any responsibility to revise any Item 4. Changes in Registrant's Certifying Accountant (a) Resignation of Independent Public Accountant. The Registrant's Certified Public Accountant has submitted a letter of resignation attached as an exhibit to this Form 8-K. This resignation was not because of any problems related to generally accepted accounting principles or any audit of the registrant Jane Olmstead, C.P.A.'s report on the financial statements of the Company for the most recent fiscal year ended March 31, 2003 does not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that there was an explanatory paragraph relating to our ability to continue as a going concern. During the Company's the most recent fiscal year ended March 31, 2003 and the interim period from April 1, 2003 to January 14, 2004, there were no disagreements between the Company and Jane Olmstead on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Jane Olmstead, P.A.'s satisfaction, would have caused her to make reference to the subject matter of the disagreement in connection with her report; and there were no reportable events as described in Item 304 (a) (1) (v) of Regulation S-K. (b) New Independent Public Accountants On January 15, 2004, the Company retained Atkins & Russell Certified Public Accountants. (HA) as its independent public accountants. The Company's board of directors approved a resolution on January 16, 2004 approving HA's selection as well as approving the resignation of Jane Olmstead, C.P.A. During the Company's two most recent fiscal years, the Company has not consulted with HA regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or any matter that was subject of a disagreement, within the meaning of Item 304 (a) (1) (iv) of Regulation S-K or a reportable event, as described in Item 304(a) (1) (v) of Regulation S-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 26, 2004 TEKRON, INC. By: s/s Luigi Brun ------------------------------ Luigi Brun President INDEX TO EXHIBITS

~~UNITED~~Exhibit STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report(Date of earliest event reported) September 1, 2003 TEKRON, INC. (Exact name of registrant as specified in its charter) Delaware 0-29493 51-0395658 State or other jurisdiction Commission File IRS Employer of incorporation) Number Identification No. ~~530~~ S.Description ~~Federal Highway Deerfield Beech, FL 33441 (Address of principal executive offices) (Zip/Postal Code) Registrant's telephone number: 519~~-~~661~~-0609 N/A (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Dr. James Insell has been appointed as CEO and Chief Scientic Officer. His qualifications are outlined in a recent press release. Mr. Marvin Winick has been appointed as CFO of the Company. He is a Canadian accountant with several years of public company experience. The Company has also appointed the following legal firms as counsel. In Canada - ~~Carlyle Peterson, Gordon Peterson and Phil King In the United States~~ - Lawrence S. Hartman ITEM 7. EXHIBITS Press release of September 8, 2003 incorporated by reference, a copy of which is attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 9, 2003 TEKRON, INC. By: s/s LUIGI BRUN -------- -----------------~~----- Luigi~~ Brun President Press Release Source: Tekron, Inc. Tekron, Inc. Announces the Appointment of Dr. James P. Insell as CEO, and Chief Scientific Officer Monday September 8, 1~~:18~~ pmLetter ET FORT LAUDERDALE, Fla., September 8, 2003 (PRIMEZONE) -- Tekron, Inc. (OTC BB:TKRN.OB - News) announces that Luigi Brun, Chairman and President is pleased to appoint Dr. James Insell as CEO and Chief Scientific Officer for the Corporation. Dr. Insell, 55, has served as President and CEO of ~~Microbe~~resignation Corporation a publicly traded environmental biotechnology for twelve years as well as President of J.P. Insell & Associates, scientists and engineers for the past five years. He consulted for the investment banking community, biopharma venture capitalists, and a group of high net-worth investors in Europe providing scientific audits, engineering assessments and corporate due diligence. Dr. Insell's career began as a professor of microbiology at UWO in Canada. Subsequently, he founded a biotech company based on his discovery of microbial ontogenetic evolution. For the next eight years he developed and patented designer bacteria for biopesticides and toxic waste degradation. For several years, he worked in the biotech community in San Diego and at the University of California, San Diego as consulting associate director of science and engineering. Currently, due to his knowledge of and experience with anthrax, he has provided lectures and protocols for counter-bioterrorism to large automotive corporations and financial institutions. Luigi Brun, Chairman and President of Tekron, said "I am extremely pleased that Dr. Insell has demonstrated his confidence by joining and heading up the team at Tekron. I look forward to his scientific contribution and the technology he has developed over the past two decades." Dr. Insell stated, "I am excited about joining Tekron at this very exciting and opportunistic point in the Company's history. I am confident that we can move our technology forward rapidly in the best interests of the shareholders." About Dr. Insell Dr. Insell received his B.Sc. in engineering physics from ~~the~~Jane ~~University of Waterloo in 1972. His scientific training broadened as he took positions at The Hospital for Sick Children~~Olmstead, Sunnybrook Hospital, Toronto, Ontario and the University of Toronto, Department of Surgery studying the ultrastructure of hyperacute rejection, human fetal lung development and extracorporal renal viability in the laboratories of DrC. ~~Martin Barkin, Dr~~P. ~~Cohen and Dr. G.~~ A ~~Taylor~~. He pursued his electron microscopic interests studying the genetics, ultrastructure and physiology of predacious fungi receiving his M. Sc. in microbiology in 1975 from the University of Waterloo. His elucidation of the novel biophysics of these fascinating microorganisms was featured by the prestigious journal New Scientist. He continued his studies of the molecular genetics and biochemistry of pathogenic sporulating bacilli, Bacillus thuringiensis and Bacillus anthracis in the laboratories of Dr. Phil Fitz-James, Department of Bacteriology and Immunology at the University of Western Ontario and subsequently earned his Ph.D in bacteriology and immunology from the School of Medicine in 1982. His studies led to an understanding of the origin of the pathogenicity of sporulating bacilli and their evolution. He undertook his postdoctoral training studying the ultrastructure, physiology and biochemistry of psychrophilic and mesophilic pathogenic fungi. Dr. Insell took a faculty position in the Department of Life Sciences, pursuing his research interests in molecular evolution. In1984, Dr. Insell took his discovery of microbial ontogenetic evolution and founded a biotechnology company commercializing this finding. For the next eight years, he developed and patented bacteria that degrade toxic waste as well as developed novel strains of the insecticidal bacteria Bacillus thuringiensis and Bacillus laterosporus and the renown human pathogen Bacillus anthracis (anthrax). Dr. Insell took the first biotech company public in Canada. Dr. Insell was featured in the Canadian Business Magazine as well as being nominated for the highly prestigious Ernest Manning leading Canadian scientist award in 1986. From 1996 to 1998, Dr. Insell resided in San Diego and became actively involved in it's biotech community, culminating in becoming a consulting biotechnology associate director in engineering and science at the University of California, San Diego. Before returning to Canada, Dr. Insell liaised with state and federal legislators, sat on the Biocom employment taskforce, working with many of the over three hundred and fifty biotechnology companies in San Diego and contributed to the biotechnology curriculum development at UCSD. He originated and developed several new courses at UCSD in design of clinical trials, FDA approval procedures, GLP and GMP. Dr. Insell has authored over ten peered reviewed scientific publications, two patents and over fifty scientific reports and engineering assessments. For the past five years, Dr Insell has been president of J.P Insell & Associates, consulting scientists and engineers, undertaking scientific audits and engineering assessments for investment banking and biopharma venture capitalists. As an environmental engineer as well as a bacteriologist, Dr. Insell has designed and implemented numerous novel treatment systems and site remediations and has been involved in the development of a treatment for herpes, atherosclerosis and a cure for psoriasis. Most recently, Dr. Insell has been retained by large automotive corporations and financial institutions to provide consulting and laboratory services for the identification and countermeasure response to germ warfare agents and the response to other unidentified bioharzardous materials (RUM). Dr. Insell has developed bioharzard response protocols and designed an emergency responder biohazard kit (equipment) for RUM. Dr Insell teaches these protocols to the medical staff and emergency response personnel in the automotive industry. Dr. Insell lectures on anthrax, tularemia, plague, botulinum, ricin, smallpox and other viral infections such as West Nile virus, SARS, bovine spongiformy encephalitis (mad cows disease) and their corporate response. About Tekron: Tekron Inc. is a holding company acquiring interests in high technology, medical and environmental biotechnology companies. This information contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. Contact: Tekron, Inc. Mr. Luigi Brun, Tel: 519-661-0509 Fax: 519-667-0366 Email: luigibrun@tekron-inc.com Or Dr. James Insell Tel: 519-433-4400 Fax: 519-432-0535 Email: jpinsell@execulink.com Source: Tekron, Inc.

EXHIBIT 1 Jane Olmstead, CPA 7474 E. Arkansas Ave., #1204 Denver, Colorado 80231 (303) 368-1538 January 14, 2004 To the Board of Directors of Tekron, Inc. 530 S. Federal Hwy Deerfield Beach, Florida 33441 I regret to inform you that effective this date I am resigning as Tekron, Inc.'s auditor. I am resigning for personal reasons and wish Tekron, Inc. success in the future. Sincerely, s/s Jane Olmstead Jane Olmstead, CPA Cc: VIA Fascimile to 202-942-9656 Also by mail SEC Office of the Chief Accountant Division of Corporate Finance Attn: SECPS Letter File - Filing Desk 450 5th St. N.W. Washington, D.C. 20549

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