Item 1. Description of Business
Forward-looking Statements
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.
As used in this annual report, the terms "we", "us", "our", “the Company”, and "Tecton" mean Tecton Corporation, unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
Overview
We were incorporated as a Nevada company on January 19, 2006 as a wholly owned subsidiary of Hemis Corporation, a public company quoted on the OTC Bulletin Board under the symbol “HMSO.OB”. On December 1, 2006 Hemis declared a dividend in the amount of one common share of Tecton for every $0.0001 of dividend declared, which equated to one common share of Tecton for every 100 shares of Hemis owned as at December 1, 2006. At the same time the dividend was declared, Hemis cancelled its share ownership in Tecton. The effect of this dividend declaration and share cancellation was that Tecton was spun off as an independent company.
The company discontinued operations on or about June, 2008 and has incurred losses of $4,488,124 since inception January 19, 2006 through January 31, 2009.
Our fiscal year end is January 31. We were quoted on the OTC Bulletin Board under the symbol “TTNC.OB”.
Recent Business Developments
On January 22, 2007 we acquired from the Saskatchewan Syndicate an option to purchase a 100% interest in 49 mineral claims with uranium potential in Wapata Lake, Saskatchewan, Canada. In November, 2007 we completed the acquisition of the 49 claims. In May 2008, we sent notice to the Advance Royalty Corporation, the vendor’s assignee, to abandon all of the 49 claims comprising our interest in the Wapata Lake property.
We had one active wholly-owned subsidiary, Tecton Uranium Corporation which was incorporated in Nevada on May 14, 2007. On May 23, 2007 Tecton Uranium Corporation was spun off as an independent company by way of a dividend declaration from our company.
On May 30, 2007, we entered into an agreement with GeoXplor Corp. whereby we acquired an option to acquire a 100% interest in certain mining properties, located in San Juan County, Utah.
Our common stock became eligible for trading on the OTC Bulletin Board on August 3, 2007 under the original ticker symbol “TEON.OB”. On March 18, 2008 we received a new symbol “TTNC” due to an error made by the OTC Bulletin Board.
On September 14, 2007 Dr. Douglas Oliver resigned as a director of us. Dr. Oliver retained his position as our Chief Operating Officer until April 30, 2008, at which time he resigned from the position of Chief Operating Officer.
On April 7, 2008 Dr. Hikmet Akin has joined our advisory board as a consultant. Since 1998, Mr. Akin has acted as a consultant to various companies in the mining sector. He currently serves as President of RPT Uranium Corp.
On May 9, 2008, Bruno Weiss resigned from his position as our Chief Financial Officer. Mr. Weiss retains his position as our director. On May 13, 2008, Norman Meier was appointment to act as our Chief Financial Officer effective as of May 13, 2008.
On February 7, 2011, Norman Meier, sole officer and director, resigned from all offices he held and appointed Micah Eldred as Director and President, Chief Executive Officer, Secretary, Chief Financial Officer, and Treasurer. Immediately thereafter, Mr. Meier resigned from the Board of Directors, leaving the board with Mr. Eldred as the sole officer and director of Tecton.
On January 14, 2013, Mr. Eldred, believing it to be in the best interest of the Company to bring on additional board members and officers, pursuant to Sections 78.335(5) and the Bylaws, appointed Carl Dilley and Christine Zitman as Directors, to hold said director position until the next shareholder meeting, and Christine Zitman as Secretary/Treasurer, to hold said officer positions until removed by the Board, resignation, or death. Micah Eldred remains as Director, Chairman of the Board, President and Chief Executive Officer.
Our Business
We were engaged in the acquisition of uranium properties that are either past producers or have been the subject of prior work programs and/or contain historic resources. Additionally, we are looking to acquire other selective early stage properties. Our geographic focus was the United States and Canada.
Ace of Spades
On December 20, 2006 we acquired the rights to the “Ace of Spades” property on Texada Island, British Columbia, Canada from David Anthony Zamida for a final purchase price of approximately $3,267. No formal agreement was ever entered into; we only have a receipt of purchase as proof of our interest in this property. We do not plan to explore this property; instead, we plan to option this property to another mining company within the next 12 months. We were not successful in this regard and on May 30, 2008 we allowed our rights in the property to expire in lieu of paying additional maintenance fees.
Wapata Lake
On January 22, 2007 we signed an agreement with the Saskatchewan Syndicate (an entity comprised of Timothy Young of Vancouver, B.C., and 455702 B.C. Ltd.) whereby we acquired an option to purchase a 100% interest in the mineral rights to 49 mineral claims with uranium potential in Wapata Lake, Saskatchewan, Canada (the “Wapata Lake Property”). The 49 claims cover an area of approximately 647,653 acres or 262,105 hectares. In accordance with the terms of the Wapata Lake Agreement, we paid $848,032 in cash and 3,000,000 shares of our common stock to exercise our option to purchase the 49 claims. We completed the purchase on November 30, 2007.
In May 2008, we delivered notice to abandon all of the 49 claims to Advance Royalty Corporation of the United Kingdom, the vendor’s assignee. If Advance Royalty Corporation exercises its notice, the claims will be transferred to Advance Royalty Corporation. Our rights in the claims expired September 18, 2008.
Firefly
On May 30, 2007 we entered into an agreement with GeoXplor Corp. (“GeoX”) whereby we acquired an option to acquire a 100% interest in certain mining properties located in San Juan County, Utah (the “Firefly Property”). The Firefly Property is comprised of an area of approximately 40,000 acres containing 213 unpatented federal mining claims with uranium potential within the La Sal uranium trend, that were issued to GeoX by the Bureau of Land Management. The claims cover both the Firefly and the Grey Daun mines.
In order to exercise our option to purchase the property we were required to pay to Geoxplor 400,000 of our common shares and $200,000, and to incur exploration expenditures of not less than $750,000 over a 3 year period, including $200,000 in exploration expenditures due by May 30, 2008. We have elected not to exercise our option to purchase the property and, as of May 31, 2008 the option agreement has expired. Prior to the expiration of the agreement, we incurred exploration expenses of $100,678 in relation to the Firefly Property and made nonrefundable payments to Geoxplor of 200,000 Tecton common shares and $200,000.
Discontinued Operations
On or about June 1, 2008, Tecton ceased operations entirely. Tecton became delinquent in its corporate filings and had its Nevada license revoked.
Government Regulations
General
Any operations at the Firefly Property will be subject to various federal and state laws and regulations in the U.S. and Canada which govern prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or our mineral claims with respect to the foregoing laws and regulations. If we escalate our operations at these claims, it is reasonable to expect that compliance with various regulations will increase our costs. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, ongoing efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property in the U.S. or Canada.
U.S. Federal Laws
The U.S. Forest Service requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional costs and delays to any mining project undertaken by us.
Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Any future mining operations at the Firefly Property may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures for pollution control in order to comply with the rules.
The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, ("CERCLA") imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. Those liable groups include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to the Firefly Property or surrounding areas.
Canadian Laws
Canadian mining laws contain several regulations that restrict and regulate mineral property development and exploration. In particular, the Saskatchewan uranium industry is one of the most closely regulated industries in the world. The laws include but are not limited to requiring work permits, the posting of bonds and the performance of remediation work for any physical disturbance to the land. In addition, all mine sites are governed by very strict regulations pertaining to any emissions on the site and are subject to strict air quality standards. These costs are expected to be incurred at least modestly in the future.
The Saskatchewan Mining Association has an Environmental Protection Policy that mandates optimum safeguards for the protection of the environment and encourages ongoing dialogue to develop best practices.
All mines are now required to provide financial assurance so that in the event a mine is abandoned in the future the funding is in place to reclaim the site. Before a license is even given to operate, mines are required to submit plans showing how the site will be reclaimed once mining ceases. These plans go through a thorough public review process before a decommissioning license is granted. This review may take several months. For any work undertaken on the property, we will be responsible for sustaining the cost of any reclamation and remediation needed if commercial extraction does commence.
During the initial phases of our exploration program there will not be any significant disturbances to the land surface and hence, no government approval is required.
As we do not know the extent of the exploration program that we will be undertaking, we cannot estimate the expected remediation and reclamation costs of the property. Hence, it is impossible at this time to assess the impact of any capital expenditures on earnings or our competitive position if an economically viable deposit is discovered.
Upon commencing commercial production, greater environmental impacts will increase the costs of complying with permit and environmental laws compared to previous phases. At this stage, permits and regulations will regulate much of our production program to limit environmental impact. Some examples of regulatory requirements that may be encountered include but are not limited to:
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an impact report on the local flora and fauna;
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water standards imposed on any water discharged;
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monitoring of ground water to ensure minimal or no contamination;
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all material to be left on the surface will need to be environmentally benign; and
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socio-economic impacts will have to be evaluated and re-mediated if deemed negative.
Before we can commence the production phase we will need to submit an application to commence mining operations with the Saskatchewan Environment and Resource Management office. This application is subject to review by a project committee, and the committee will ultimately advise the government as to whether our application should be approved or rejected. This process may involve steps such as consulting public and other interested parties for comments or requesting of additional information from us. The length of time and cost of this process is dependant upon, among other factors, the size of the proposed mining operation.
Research and Development Expenditures
We have not spent any amounts on research and development activities since our inception. Our planned exploration program expenditures are summarized under the section of this Prospectus entitled “Description of Properties”.
Employees and Consultants
During the final periods of operations our managers and directors worked part time until operations were discontinued.
Intellectual Property
We have not filed for any protection of our trademark. The only intellectual property we own is our trademark and logo for our company.
Item 1A.
Item 1A. Risk Factors
Not Applicable.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Item 2. Properties
Our principal executive offices are located at 15500 Roosevelt Bld, Suite 301, Clearwater, FL 33760.
The mineral properties that the company had interest in during this time frame are described below.
Ace of Spades
We acquired this project from David Anthony Zamida on December 20, 2006 for a final purchase price of $3,267. No formal agreement was ever entered into; we only have a receipt of purchase as proof of our interest in this property. We plan to option this property to another mining company within the next 12 months.
1. Location and Access
This project consists of 200 acres on Texada Island, 80 km northwest of Vancouver, British Columbia, Canada. Access to the island is by ferry from Powell River.
The claim group is located from 50 m to 350 m. The lower part of the property below 150 m and between the showing and Gillies Bay has been logged in the past and is covered by logging slash. The rest of the property comprises second growth hemlock and cedar with scattered zones of primary timber cover.
2. History of Operations
There is no record of assessment reports having been filed on the claims or any previous claims staked in the immediate vicinity. Previous claims in the area appear to have been kept in good standing by physical work being carried out. The trenches in the area of the showing appear to have been excavated during the course of prospecting. The earliest record of work in the area is reported to have been in the late 1920s. Discovery of gold bearing material in the area was made by a hunter. Claims were staked and some excavation carried out. After the initial wave of enthusiasm, in which when results were not as promising as anticipated, little work appears to have been carried out.
Firefly Property
The Firefly Property is situated in south central Utah in the center of the La Sal mineral trend. The Firefly Property is comprised of 213 unpatented mining claims. Future plans for Firefly include advancing the project to a 43-101 compliant standard as well as initiation of an aggressive three to four year exploration program so as to properly exploit Firefly’s real potential as a future uranium producer.
1. Location and Access
The Firefly property is located in southeastern Utah about 190 miles (304 km) southeast of Salt Lake City, and about 25 air miles southeast of Moab.
At present the Firefly Property is accessible by road. From Salt Lake City, Highway 91 is followed southerly to the village of La Sal which lies about 20 miles (32 km) south of Moab. From this point Highway 46 is followed easterly from La Sal, a distance of about 10 miles (16 km). About 1 mile (1.6 km) east of Pine Lodge Ranch a dirt FWD road runs northerly about 0.4 miles to the Firefly adit. To the northwest, a network of FWD drill access roads provides access to most of the property (see Figure 5 below). The nearest towns to the claims are Blanding and Monticello, both small centers of commerce and the nearest city (Salt Lake City) lies approximately 190 miles to the northwest.
The Firefly property is favorably situated within the highly prospective La Sal uranium trend lying between the orthogonally oriented Uravan, Colorado uranium trend to the east and the Lisbon Valley uranium district to the southwest. Together, these three areas comprise one of the most productive uranium regions in the United States with total production in excess of 150 million lbs of U3O8, largely from the 1940s to the 1980s.
On May 30, 2007 we entered into an agreement (the “Firefly Agreement”) with GeoX whereby we acquired an option to acquire a 100% interest in certain mining properties, located in San Juan County, Utah (the “Firefly Properties”). The Firefly Properties cover an area of approximately 40,000 acres containing 213 unpatented federal mining claims with uranium potential, located within the La Sal uranium trend, that were issued to GeoX by the Bureau of Land Management. The claims cover both the Firefly and the Grey Daun mines.
Termination: In May 2008, we delivered notice to Advance Royalty Corporation, the vendor’s assignee, of our intention not to renew our rights in the 49 claims. Our rights in the claims expired on September 18, 2008.
Wapata Lake Property
Wapata Lake is located in the Athabasca basin; the property consists of 633,192 acres. The Athabasca basin has been home to some of the richest uranium deposits in the world and covers an area of some 100,000 miles. We plan to advance this project by way of a joint venture and are presently conducting a search for an appropriate partner.
On January 22, 2007 we signed an agreement with the Saskatchewan Syndicate (an entity comprised of Timothy Young of Vancouver, B.C., and 455702 B.C. Ltd.) whereby we acquired an option to purchase a 100% interest in the mineral rights to 49 mineral claims with uranium potential in Wapata Lake, Saskatchewan, Canada (the “Wapata Lake Property”). The 49 claims cover an area of approximately 633,192 acres or 256,253 hectares. We signed two amendments to this agreement (January 31, 2007 and September 10, 2007). In addition, on November 30, 2007 we entered into a Letter of Understanding with the Saskatchewan Syndicate whereby the Saskatchewan Syndicate agreed to accept our final payment after the Option Expiry Date and also expressly waived its rights and remedies in relation to such late payment (together these documents constitute the “Wapata Lake Agreement”). In accordance with the Wapata Lake Agreement, we paid $973,874 in cash and 3,000,000 in shares of our common stock to exercise our option to purchase the 49 claims. We completed the purchase on November 30, 2007. In May 2008, we delivered notice to abandon all of the 49 claims to Advance Royalty Corporation, the assignee of the Saskatchewan Syndicate.
Obligations Upon Abandonment
The Wapata Lake Agreement also imposes on us certain maintenance and abandonment obligations in respect of the Wapata Lake Property. These obligations were modified by an agreement between us and the Advance Royalty Corporation dated February 27, 2008. If, at any time, we wish to abandon all or a part of our interest in the Wapata Lake Property, we must give the Advance Royalty Corporation at least 120 days notice of such abandonment. If the Advance Royalty Corporation in turn gives us notice within 30 days of receiving our notice that they wish to re-acquire the portion of the property being abandoned, we will transfer our interest in that portion of the property to Advance Royalty Corporation for the sum of $10, and deliver to them all the information and data acquired by us in the course of our exploration of that portion of the property.
In the event that we transfer any interest to the Advance Royalty Corporation, we must ensure that the applicable portion of the property remains free and clear of all charges, liens and encumbrances and will be in good standing for at least four months from the date of the transfer, which will require us to have satisfied any exploration expenditures payable during that period for the applicable portion of the property being transferred.
On April 29, 2008 our Board of Directors decided to abandon all of the 49 claims and notice is being delivered accordingly. Once notice has been delivered, the Advance Royalty Corporation may exercise the notice and re-acquire the 49 claims being abandoned by us.
Item 3.
Item 3. Legal Proceedings
As of February 7, 2013, there are no material pending legal proceedings (other than ordinary routine litigation incidental to our business) to which we are a party or of which any of our properties is the subject. Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.
Tecton commenced negotiations with the holders of the unsecured claims in order to establish a consensus on the framework for a Chapter 11 plan of reorganization that would satisfy the requirements of section 524(g) of the Bankruptcy Code and treat all creditors and stakeholders fairly and equitably. In May 2011, counsel for Tecton began discussions with Tecton’s creditors to explore the feasibility of and the potential for a pre-negotiated Chapter 11 plan of reorganization that would afford all the stakeholders an opportunity for some recovery of their claim, if not all.
Upon receiving consensus among the Tecton’s creditors, the Company filed a pre-negotiated Plan of Reorganization with its Chapter 11 bankruptcy petition on February 2, 2012 in the United States Bankruptcy Court, Middle District of Florida (Case no. 8:12-bk-01564-KRM). Unfortunately, the US Trustee filed a Motion to Dismiss Case or Alternatively a Motion to Convert Case to Chapter 7. After discussions with the Trustee, and with the intent to preserve any existing shareholder value, the Company consented to the dismissal and the bankruptcy case was subsequently dismissed on order of the Court on April 2, 2012.
Item 4.
Item 4. Mine Safety Disclosures (formerly Submission of Matters to a Vote of Security Holders)
The Company had no active mines at January 31, 2009.
PART II
Item 5.
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
Our common stock is not traded on any exchange. Our common stock became quoted on the OTC Bulletin Board, under the trading symbol “TTNC.OB”. The market for our stock is highly volatile. We cannot assure you that there will be a market in the future for our common stock. The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
The following table shows the high and low prices of our common shares on the OTC Bulletin Board for each quarter since our common stock began to trade on the OTC Bulletin Board on August 3, 2007. During March 2008, the highest price of our common stock on the OTC Bulletin Board was $1.15 and the lowest price was $0.80. On May 12, 2008, the high price of our common stock on the OTC Bulletin Board was $0.16 and the low price was $0.13. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:
Holders
As of February 7, 2013, there were 364 holders of record of our common stock.
Dividends
Holders of our common stock are entitled to dividends if declared by the Board of Directors out of funds legally available therefore. As of February 7, 2013 no cash dividends have been declared.
We do not intend to issue any cash or stock dividends in the near future. We intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy will be subject to the discretion of the Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions and other factors.
On May 23, 2007 we issued a stock dividend in the amount of $0.00001 per share on the issued and outstanding common shares of Tecton as of May 23, 2006 for which we issued one common share of Tecton Uranium Corporation for every $0.00001 of dividend declared, which amounted to one share of Tecton Uranium Corporation for every 1 share of Tecton. Prior to the stock dividend, Tecton Uranium was a wholly owned subsidiary of Tecton. After the stock dividend, Tecton’s shares in Tecton Uranium were cancelled, so that Tecton now has no ownership interest in Tecton Uranium Corporation.
Equity Compensation Plans
As of February 7, 2013, we did not have any equity compensation plans.
Recent Sales of Unregistered Securities
Since inception on January 19, 2006 until April 19, 2007, we have completed the following sales of unregistered securities, not including shares registered on the Registration Statement on form SB-2 which was declared effective by the SEC on April 17, 2007.
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On January 19, 2006 we issued 1,000,000 shares of our common stock to Hemis Corporation. This issuance was exempt from registration pursuant to Regulation S of the Securities Act. On December 1, 2006 the 1,000,000 shares of our common stock were cancelled.
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On December 2, 2006 we issued an aggregate of 198,010 shares of our common stock to various non-U.S. investors, at a part value of $0.0001, in exchange for cash proceeds of $19.80. This issuance was exempt from registration pursuant to Section 4(2) and Regulation S of the Securities Act.
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On December 2, 2006 we issued an aggregate of 49,000,000 shares of our common stock to Douglas Oliver, our former Chief Operating Officer and former director, and various non-U.S. investors, at a par value of $0.0001, in exchange for cash proceeds of $4,900. This issuance was exempt from registration pursuant to Section 4(2) and Regulation S of the Securities Act.
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On December 10, 2006 we issued an aggregate of 5,220,000 shares of common stock to Island Stock Transfer and various non-U.S. investors in exchange for cash at $0.001 per share. This issuance was exempt from registration pursuant to Section 4(2) and Regulation S of the Securities Act.
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On December 18, 2006 we also issued an aggregate of 2,520,000 shares of common stock to various non-U.S. investors in exchange for cash at $0.01 per share.
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In February 2007 we issued an aggregate of 5,604,000 shares of common stock to various non-U.S. investors in exchange for cash at $0.10 and $0.01 per share resulting in net proceeds of $515,000 ($55,000 in commission was paid to Canaccord Capital as a result of this private placement). In addition, as commission for the private placement of the 5,604,000 shares, we issued 550,000 warrants to Canaccord Capital Inc. on February 5, 2007. On February 25, 2008 Canaccord Capital Inc. exercised 240,750 of the warrants at an exercise price of $0.10 per share for aggregate cash proceeds of $24,075. Canaccord Capital Inc. retained 309,250 warrants which are exercisable at a price of $0.10 per share until February 5, 2009. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On February 5, 2007 we issued 1,000,000 common shares to Hudson Capital Corporation as compensation for $100,000 in investor relations and business development consulting services between February 1, 2007 and February 1, 2008. The shares issued in exchange for services were valued at approximately the fair value of shares issued during the period services were rendered. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On February 9, 2007 we issued an aggregate of 3,000,000 shares of common stock to two non-U.S. persons pursuant to a mining agreement that we entered into in relation to the Wapata Lake Property. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On February 16, 2007 we issued an aggregate of 580,000 shares of common stock to various non-U.S. investors in exchange for cash at $0.25 per share. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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In March 2007 we issued an aggregate of 4,912,000 shares of common stock to various non-U.S. investors in exchange for cash at $0.25 per share. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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In April 2007 we issued an aggregate of 490,600 shares of common stock, at $0.25 per share, to various non-U.S. investors in exchange for cash proceeds of $111,044. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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In May 2007 we issued an aggregate of 765,000 shares of common stock, at $0.25 per share, to various non-U.S. investors in exchange for cash proceeds of $191,250. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On June 7, 2007 we issued an aggregate of 100,000 shares of our common stock to one non-U.S. investor in exchange for cash at $0.25 per share. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On June 7, 2007 we also issued 200,000 shares of our common stock to GeoXplor Corp. in order to maintain our interest in the Firefly property. The shares were issued pursuant to Section 4(2) of the Securities Act.
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In July 2007 we issued an aggregate of 3,691,000 shares of common stock, at $0.25 per share, to various non-U.S. investors in exchange for cash proceeds of $834,000. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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In August 2007 we issued an aggregate of 440,000 shares of common stock, at $0.25 per share, to one non-U.S. investor in exchange for cash proceeds of $110,000. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On September 13, 2007 we issued 430,000 shares of our common stock, at $0.25 per share, to one non-U.S. investor for cash proceeds of $92,500. We also issued 60,000 shares of our common stock to a consultant in exchange for services rendered with an approximate value of $15,000. The shares issued in exchange for services were valued at $0.25 per share, approximately the fair value of shares issued during the period services were rendered. These issuances were exempt from registration pursuant to Regulation S of the Securities Act.
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On October 15, 2007 we issued 200 shares of our common stock to one non-U.S. investor pursuant to a settlement agreement. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On November 20, 2007 we issued 95,000 shares of our common stock to a non-U.S. individual pursuant to the terms of a finder’s fee agreement. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On January 23, 2008, 80,000 shares of our common stock became issuable to a non-U.S. investor, at $0.55 per share per share, in exchange for cash proceeds of $44,000. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On February 7, 2008 440,000 shares of our common stock became issuable to a non-U.S. investor, at $0.25 per share, in exchange for cash proceeds of $110,000. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On February 21, 2008 we issued 400,000 shares of our common stock a non-U.S. investor, at $0.42 per share, in exchange for cash proceeds of $168,000. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On March 12, 2008 we issued 150,000 shares of our common stock a non-U.S. investor, at $0.42 per share, in exchange for cash proceeds of $63,000. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
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On March 25, 2008 we issued 180,000 shares of our common stock a non-U.S. investor, at $0.25 per share, in exchange for cash proceeds of $45,000. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.
In April 2008, the Company entered into a subscription agreement with a non-U.S. investor for the purchase of 533,333 at a price of $0.42 per share, resulting in cash proceeds of $224,000. As of April 30, 2008, the issuance of these shares had not yet been approved by the Board therefore they are stated in the balance sheet for the three months ended April 30, 2008 as a “Common Stock Deposit”. This issuance was exempt from registration pursuant to Regulation S of the Securities Act. The company was unable to issue these shares and at July 31, 2008 considers this common stock issuable and has recorded it in the equity section.
Our reliance upon the exemption under Section 4(2) of the Securities Act of 1933 was based on the fact that the issuance of these shares did not involve a “public offering.” Each offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." The investors negotiated the terms of the transactions directly with our executive officers.
No general solicitation was used, no commission or other remuneration was paid in connection with these transactions, and no underwriter participated. Based on an analysis of the above factors, these transactions were effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act for transactions not involving any public offering.
Our reliance upon the exemption under of Regulation S of the Securities Act was based on the fact that the sale of the securities was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the US in connection with the sale of the securities. Each investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.
On April 18, 2007 the SEC declared our registration statement on Form SB-2 effective. This registered 34,408,000 shares of our common stock for resale by approximately 85 selling shareholders. This registration statement did not include a public offering.
Since inception on January 19, 2006 we have made no purchases of equity securities.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis or Plan of Operation
We are an exploration stage company with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional financing to fund our operations. Our only source of cash at this time is investments by others in our company.
Forward-Looking Statements
This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Prospectus.
Plan of Operations
The company is currently preparing the necessary documents to bring the past due filings current. There are no operations and no plan of operations at this time but the company is investigating ways to increase shareholder value and desires to begin operations in the future.
Results of Operations
Discontinued Operations
For the year ended January 31, 2009 compared to the year ended January 31, 2008 there were $47,557 of operating expenses compared to $233,321. Operating expenses are accounting, legal and filing fees associated with being a public company.
The discontinued operations expenses were $442,800 for January 31, 2009 compared to $3,017,567 for January 31, 2008. These were all expenses related to the company’s mining and exploration operations that ceased during the year.
The net results of operations of Tecton Corporation with discontinued operations and impairment and disposition losses was $1,467,460 for the year ended January 31, 2009 as compared to a loss of $3,250,888 for the year ended January 31, 2008.
Continuing Operations
The company expects to incur accounting, auditing and transfer agency fees moving forward. As of February 7, 2013 there has been no revenue or operating income. The board of directors and management are investigating and pursuing various alternatives to increase shareholder value. As of February 7, 2013 there have been no definitive agreements in this regard.
Liquidity and Capital Resources
As of January 31, 2008, we had $13,401 in cash in our bank accounts and a working capital surplus of $517,427. We had current assets of $1,024,172, including $57,692 in prepaid consulting fees and other expenses and a $953,079 loan receivable from an affiliate. We had capital assets of $27,474. The sum of all of our assets was $1,051,646. Our total and current liabilities were $506,745, including accounts payable and accrued expenses of $195,367, advances due to related parties of $201,378 and a common stock liability of $110,000.
As of January 31, 2009 we had no cash or assets.
Our net loss of $4,488,124 from January 19, 2006 (date of inception) to January 31, 2009 was funded by a combination of our equity and debt financing.
For the year ended January 31, 2009, we used net cash of $1,390,556 in operating activities, and used net cash of $853,080 in investing activities.
We received net cash of $524,075 from financing activities for the year ended January 31, 2009.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
Future Financings
None scheduled at this time.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Inflation
The effect of inflation on our revenue and operating results has not been significant.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
TECTON CORPORATION
(An exploration stage company)
FINANCIAL STATEMENTS
JANUARY 31, 2009
TECTON CORPORATION
(An exploration stage company)
2451 N. McMullen Booth Road
Suite.308
Clearwater, FL 33759
855.334.0934 Toll free
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Tecton Corporation
We have audited the accompanying balance sheet of Tecton Corporation (a development stage company) as of January 31, 2009, and the related statement of operations, stockholders’ deficiency, and cash flows for the year ended January 31, 2009 and the period from Inception (January 19, 2006) through January 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements as of and for the year ended January 31, 2008 were audited by another auditor who expressed an unqualified opinion on May 12, 2008.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tecton Corporation, Inc. as of January 31, 2009, and the results of its operations and its cash flows for the years ended January 31, 2009 and the period from Inception (January 19, 2006) in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ DKM Certified Public Accountants
DKM Certified Public Accountants
Clearwater, Florida
February 8, 2013
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Tecton Corporation
We have audited the accompanying balance sheet of Tecton Corporation (an exploration stage company) as of January 31, 2008, and the related statements of losses, stockholders' deficiency, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tecton Corporation (an exploration stage company) as of January 31, 2008, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company's liabilities exceed its assets at January 31, 2008, and the Company has incurred losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plan regarding those matters is also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ PETERSON SULLIVAN PLLC
May 12, 2008
Seattle, Washington
TECTON CORPORATION
(An exploration stage company)
BALANCE SHEETS
See accompanying notes to financial statements
TECTON CORPORATION
(An exploration stage company)
STATEMENTS OF LOSSES
For the Years Ended January 31, 2009 and 2008, and
For the Period from January 19, 2006 (Date of Inception) to January 31, 2009
See accompanying notes to financial statements
TECTON CORPORATION
(An exploration stage company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD JANUARY 19, 2006 (DATE OF INCEPTION)
THROUGH JANUARY 31, 2009
See accompanying notes to financial statements
TECTON CORPORATION
(An exploration stage company)
STATEMENTS OF CASH FLOWS
(Stated in US dollars)
See accompanying notes to financial statements
TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.
Business and Basis of Presentation
Tecton Corporation (the "Company") was incorporated under the laws of the State of Nevada on January 19, 2006, as a wholly-owned subsidiary of Hemis Corporation which spun off the Company on December 01, 2006. Since the Company has not commenced significant operations it is considered an exploration stage Company, as defined by Statement of Financial Accounting Standards No. 7 ("SFAS 7"). As of January 31, 2008, the Company had entered into an agreement to acquire a mineral claim with unknown reserves. To date the Company has generated no revenues, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. The Company has been registered as an extraprovincial company in British Columbia, Canada with an assumed name of Tecton Mineral Corporation in order to register certain mineral claims in the Company's name. For the period from inception through January 31, 2009, the Company has accumulated losses of $4,488,124.
Cash
For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.
Income Taxes
The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities given the provisions of currently enacted tax laws.
The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. .
TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net Earnings (Losses) Per Common Share
The Company computes earnings per share under Financial Accounting Standard No. 128, "Earnings Per Share" (SFAS 128). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents may consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company's stock options and warrants (calculated using the treasury stock method). During the period January 19, 2006 (date of inception) to January 31, 2009, the Company has no potentially dilutive common stock equivalents to consider in the calculation of the weighted average number of common shares outstanding. Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.
Capital assets
Capital assets are recorded at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, automobile and furniture and fixtures are recorded at cost and are depreciated using the reducing balance method at 30% and 20 % per annum.
Fair Value of Financial Instruments
The fair value of financial instruments, which include cash, loans receivable, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.
TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Foreign Currency Translation
The Company records changes in foreign currency by translating assets and liabilities at current exchange rates in effect at the end the period. Revenues and expenses are translated at the average rate of exchange throughout the year. Resulting translation adjustments are recorded as a separate component in stockholder's equity. Foreign currency transaction gains and losses, if any, are included in the statement of operations.
Mineral Property and Exploration Costs
The Company expenses all costs related to the acquisition, maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects, therefore, all costs are being expensed. Once proven reserves are established the Company will capitalize all costs to the extent that future cash flows from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production.
Comprehensive Income
The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of January 31, 2009 the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Stock Based Compensation
Stock based compensation cost are measured at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awards using the Black - Scholes valuation model. As of January 31, 2011, the Company has not issued any awards that qualify as stock based compensation.
TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to October 31, 2008 through the date these financial statements were issued.
NOTE B - GOING CONCERN MATTERS
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements for the period January 19, 2006 (date of inception) to January 31, 2009, the Company incurred losses of $4,844,124. The Company has no assets. These factors, among others, indicate that the Company will be unable to continue as a going concern for a reasonable period of time.
The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
NOTE C - MINERAL PROPERTY AND EXPLORATION COSTS
On January 22, 2007, as amended on January 31, 2007, the Company entered into the Wapata Lake Uranium Option Agreement, whereby the Company acquired an option to purchase a 100% interest in 49 mineral dispositions located in Saskatchewan, Canada for cash of $848,032(CDN $1,000,000) of which $126,874 (CDN $150,000) is due on or before February 05, 2007, CDN $350,000 to be paid on or before February 23, 2007 and CDN $500,000 to be paid on or before the Option expiry date. To date the Company has paid the $150,000 and the $350,000 CDN. The Company also agreed to issue 3,000,000 common shares on or before February 12, 2007 (these shares were issued on February 9, 2007) and to pay a 3% net smelter return.
On May 30, 2007 the Company entered into an agreement with GeoXplor Corp. to acquire an option to acquire the 100% mining rights to the “Firefly Properties” located in San Juan County, Utah. Pursuant to the agreement, the Company paid $200,000 in cash to GeoXplor Corp. on June 5, 2007, and issued 200,000 shares of its common stock to GeoXplor Corp. on June 7, 2007.
NOTE D - DISCONTINUED OPERATIONS
On June 1, 2008, the board elected to discontinue the mining operations due to increasing costs with no discoveries. The operating assets of the company were written off and divested. Contracts were cancelled and settled. All rights to mining properties were relinquished.
Summarized operating results for discontinued operations are as follows:
Revenues
$
-
$
-
$
-
General and administrative
279,770
910,439
1,312,718
Mineral Property and Exploration costs
163,030
2,107,128
2,273,425
Loss on asset disposal
23,532
-
23,532
Loss on discontinued operations
$
(466,332)
$
(3,017,567)
$
3,609,675
Summary of assets and liabilities of discontinued operations is as follows:
January 31,
Accounts payable
$
124,576
$
107,224
Accrued expenses
-
47,000
$
124,576
$
154,224
NOTE E - ADVANCES FROM RELATED PARTIES AND RELATED PARTY TRANSACTIONS
Prior to the period ended January 31, 2009, the Company's significant shareholders had advanced funds to the Company for working capital purposes. Total amount due to related parties was $101,378 as of January 31, 2009. The amounts advanced are unsecured, non-interest bearing and have no specific terms of repayment.
The Company has loaned Hemis Corporation (the Company’s CEO was also Hemis Corporation’s CEO) $953,079. The loan is non-interest bearing. Management believes this is not collectible and the company is recognizing an impairment loss for the entire amount on this asset
TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
NOTE F - INCOME TAXES
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has net operating losses of $4,844,124 since inception on January 19, 2006. The Company computes tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. The net operating loss will expire after the year ended January 31, 2028.
The components of the net deferred tax asset at January 31, 2009 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:
NOTE G - COMMITMENTS AND CONTINGENCIES
The Company entered into management agreements on December 2, 2006 and November 6, 2007. Pursuant to the agreements, the Company is obligated to pay management fees of $20,000 a month to directors of the Company. The Company also entered into various consulting agreement on December 22, 2006. All agreements have been terminated,
The Company entered into an independent consulting agreement with Hudson Capital Corp. on February 1, 2007 pursuant to which the Company is obligated to pay a consulting fee of $5,000 a month to Hudson Capital Corp. in addition to issuing 1,000,000 common shares at a price of $0.10 per share. The shares were issued on February 5, 2007.
The Company has signed a service agreement with Mineralogics Corporation to commence August 1, 2007 whereby Mineralogics will provide exploration office facilities, assist with the administration of Tecton’s employees and oversee all of Tecton’s mineral property acquisition and development activities. The Company paid $80,000 and accrued $22,500 to Mineralogics Corporation. On March 01, 2008 this agreement was terminated.
TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
NOTE G - COMMITMENTS AND CONTINGENCIES (continued)
The Company has signed a service agreement with CSM Corporate Support Management that commenced November 20, 2007 whereby CSM Corporate Support Management will provide organization, setup and support of the administration, human resources logistics, support and mentoring of shareholders and management of ongoing projects. CSM Corporate Support Management is paid a basic fee for services of $10,000 per month as well as a project fee of $2,000 per month. This agreement was terminated.
On November 6, 2007 the Company entered into a management agreement with Clive Massey pursuant to which Mr. Massey agrees to act as ”Vice President-Corporate Development” in exchange for remuneration of CDN$4,000 (US$4,066) per month. In addition, Mr. Massey was entitled to receive a bonus of up to 2,250,000 common shares upon the achievement of certain events, as agreed between the parties. The term of the agreement is from November 06, 2007 until November 01, 2009 and the agreement is terminable by either party upon 14 days notice to the other. This agreement was terminated.
All agreements have terminated or expired and have been accounted for in the financial statements.
NOTE H - COMMON STOCK ISSUABLE
In April 2008, the Company entered into a subscription agreement with a non-U.S. investor for the purchase of 533,333 at a price of $0.42 per share, resulting in cash proceeds of $224,000. As of Janaury 31, 2009, the issuance of these shares had not yet been approved by the Board. The company has been unable to issue these shares and at January 31, 2009 considers this common stock issuable and has recorded it in the equity section.. At January 31, 2008, a subscription received for $110,000 was included on the balance sheet as a “Common Stock Deposit”.These issuances were exempt from registration pursuant to Regulation S of the Securities Act.
NOTE I - SUBSEQUENT EVENTS
Subsequent to January 31, 2009:
On February 7, 2011, Norman Meier, sole officer and director, resigned from all offices he held and appointed Micah Eldred as Director and President, Chief Executive Officer, Secretary, Chief Financial Officer, and Treasurer. Immediately thereafter, Mr. Meier resigned from the Board of Directors, leaving the board with Mr. Eldred as the sole officer and director of Tecton.
The corporation’s registration with the State of Nevada was reinstated effective February 14, 2011.
On April 27, 2011, the company borrowed $25,000 from Island Capital Management, the company’s transfer agent and creditor.
On January 14, 2013, Mr. Eldred, believing it to be in the best interest of the Company to bring on additional board members and officers, pursuant to Sections 78.335(5) and the Bylaws, appointed Carl Dilley and Christine Zitman as Directors, to hold said director position until the next shareholder meeting, and Christine Zitman as Secretary/Treasurer, to hold said officer positions until removed by the Board, resignation, or death. Micah Eldred remains as Director, Chairman of the Board, President and Chief Executive Officer.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Since inception, we have had no changes in or disagreements with our accountants. Our audited financial statements for the fiscal year ended January 31, 2008 have been included in this annual report in reliance upon Peterson Sullivan PLLC, Independent Registered Public Accounting Firm, as an expert in accounting and auditing.
On January 16, 2013, the Company advised Peterson Sullivan that it was dismissed as the company’s principal independent registered public accounting firm and engaged DKM Certified Public Accountants of Clearwater, Florida, as its new registered independent public accounting firm. Our audited financial statements for the fiscal year ended January 31, 2009 have been included in this annual report in reliance upon DKM Certified Public Accountants, Independent Registered Public Accounting Firm, as an expert in accounting and auditing.
Item 9A.
Item 9A. Controls and Procedures
Evaluation Of Disclosure Controls And Procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our president), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.
Management's Annual Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2012, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date.
The following material weaknesses were noted in the past:
1. Certain entity level controls establishing a “tone at the top” were considered material weaknesses. The Company has no audit committee and none of its directors is considered independent. There is no policy on fraud and no code of ethics at this time, though the Company plans to implement such policies in fiscal 2008.
2. The Company has no financial expert on its Board of directors who is able to detect a material misstatement.
3. There are no processes in place for someone to review and determine financial impacts of contracts and agreements.
Management failed to file this Form 10-K in a timely manner.
Changes In Internal Controls Over Financial Reporting
With the change in control, the new management is in the process of establishing the necessary controls over financial reporting to address the above material weaknesses. There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended January 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
Our bylaws allow the number of directors to be fixed by the Board of Directors. Our Board of Directors has fixed the number of directors at three.
Our current directors and officers are as follows:
The directors will serve as directors until our next annual shareholder meeting or until a successor is elected who accepts the position. Officers hold their positions at the will of the Board of Directors. There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.
Micah Eldred has served as Chief Executive Officer (“CEO”) of Endeavour Cooperative Partners, LLC, and its subsidiaries, Spartan Securities Group, Ltd., Island Capital Management, LLC, and Endeavour Insurance Partners, LLC, for over ten (10) years. Mr. Eldred holds NASD series 24, 66, and 7 securities licenses and performs retail, investment banking and new listing services functions for Spartan.
Carl Dilley has served as president of Island Stock Transfer, a subsidiary of Island Capital Management, LLC, from 2003 to present and acts as senior executive officer responsible for oversight of day to day operations and is actively involved in the sales and marketing process. He is also an employee of Spartan Securities Group and holds NASD series 24, 66, and 7 securities licenses and performs retail, investment banking and new listing services functions for Spartan. He is also president of Vacation Travel Corp, which operates an on-line travel agency and tour operations situated in Costa Rica and Panama.
Christine Zitman has served as Chief Financial Officer of the Endeavour Cooperative Partners, LLC and its subsidiaries since joining the company in March of 2006. Christine is responsible for oversight of day to day financial operations including but not limited to providing timely, accurate, and compliant financial data. She is responsible for all financial reporting functions of Endeavour and its subsidiaries. She is also involved in the marketing process to increase our client base for the various companies. Christine received a Bachelor of Science in Accounting from St Francis College in New York City in 1994.
During the past ten (10) years there have been no legal proceedings material to an evaluation of the ability or integrity of Mr. Eldred, Mr. Dilley, nor Ms. Zitman.
Director Nominees
We do not have a nominating committee. The Board of Directors, sitting as a Board, selects individuals to stand for election as members of the Board. Since the Board of Directors does not include a majority of independent directors, the decision of the Board as to director nominees is made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, not less than 90 days prior to the next annual Board of Directors' meeting at which the slate of Board nominees is adopted, the Board will accept written submissions of proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the shareholder submitting the proposed nominee believes that the nomination would be in the best interests of shareholders. If the proposed nominee is not the same person as the shareholder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board of Directors, as well as a list of references.
The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of management's slate of director nominees submitted to shareholders for election to the Board.
Among the factors that the Board considers when evaluating proposed nominees are their knowledge of, and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from the candidate prior to reaching a determination. The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.
Audit Committee
The functions of the Audit Committee are currently carried out by our Board of Directors. Our Board of Directors has determined that we do not have an audit committee financial expert on our Board of Directors carrying out the duties of the Audit Committee. The Board of Directors has determined that the cost of hiring a financial expert to act as a director of us and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.
Significant Employees
Other than the senior officers described above, we do not expect any other individuals to make a significant contribution to our business.
Family Relationships
There are no family relationships among our officers or directors.
No Legal Proceedings
None of our directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years:
·
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
·
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
·
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
·
being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Section 16(a) Beneficial Ownership Compliance Reporting
Section 16(a) of the Securities Exchange Act of 1934 requires a company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms received by us and on written representations from certain reporting persons, we believe that all Section 16(a) reports applicable to our officers, directors and ten-percent stockholders with respect to the fiscal year ended January 31, 2008 were filed. However, some were filed late.
Code of Ethics
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code.
Corporate Government Committee
On September 7, 2007 our Board of Directors approved the establishment of a Corporate Governance Committee, of which Bruno Weiss, our director and former CFO, is the Chairman, and a “Related Party Transaction Policy”. The purpose of the Corporate Governance Committee includes, but is not limited to, reviewing and approving our policies and procedures for reviewing and approving or ratifying related person transactions (i.e. transactions within the scope of Item 404 of Regulation S-K), and, to the extent no other policy or procedure applies to a particular proposed related person transaction, reviewing and approving or ratifying such a transaction. Our procedure for reviewing related party transactions is set out in our “Related Party Transaction Policy” procedure, which is included as an exhibit to this Prospectus. In this way, we are able to address any conflict of interest that may arise between our business and the future business activities of our directors.
Item 11.
Item 11. Executive Compensation
There was no executive compensation paid in the last completed fiscal year. The following is for the preceding two fiscal years.
Summary Compensation Table
(1)
Norman Meier was our director, President, Chief Executive Officer and Chief Financial Officer.
(2)
Bruno Weiss was our director and former Chief Financial Officer.
(3)
For the period from January 31, 2007 to January 31, 2008.
(4)
For the period from January 19, 2008 to January 31, 2009.
We made no grants of stock options or stock appreciation rights since our inception to January 31, 2009.
Employment and Consulting Agreements
The company currently has no employment or consulting agreements in place,
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.
Compensation Committee
We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.
Compensation of Directors
We reimburse our directors for expenses incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in the year ended January 31, 2009.
We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. No director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.
Change of Control
On February 7, 2011, Norman Meier, sole officer and director, resigned from all offices he held and appointed Micah Eldred as Director and President, Chief Executive Officer, Secretary, Chief Financial Officer, and Treasurer. Immediately thereafter, Mr. Meier resigned from the Board of Directors, leaving the board with Mr. Eldred as the sole officer and director of Tecton.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of by: (i) each of our former directors and (ii) each of our named former executive officers. There was no other person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own. All persons named have sole voting and investment power with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this Prospectus.
(1)
Norman Meier was our director, President, Chief Executive Officer and Chief Financial Officer.
(2)
Includes 10,000 shares owned by Noeme Investment Corporation, a company over which Norman Meier has voting and investment control.
(3)
Bruno Weiss is our director and as of May 9, 2008, our former Chief Financial Officer.
(4)
Clive Massey was our Vice President Corporate Development.
Item 13.
Item 13. Certain Relationships, Related Transactions and Director Independence
On July 24, 2007 we entered into a services agreement with Mineralogics Corporation pursuant to which Mineralogics provided us with exploration office facilities, oversees our mineral property acquisition and development activities and provided us with administrative services. In exchange for these services, we paid Mineralogics an initial set up fee of $50,000 and a monthly service fee of $7,500. The term of the agreement was from August 1, 2007 until August 1, 2010 and could be terminated by either party upon giving 30 days written notice. As of January 31, 2008 we paid $80,000 and accrued $22,500 to Mineralogics in fees. Mineralogics terminated the agreement with notice to us effective March 1, 2008. Norman Meier, our former President, CEO, CFO and director, is the principal shareholder of Mineralogics. Douglas Oliver, our former Chief Operating Officer, is the President of Mineralogics.
During the period ended January 31, 2008, we loaned $953,079 to Hemis Corporation, our previous parent company. The loan is not interest bearing and due on demand. Norman Meier, President, CEO, CFO and director, is also a director, significant shareholder, and the President and CEO of Hemis. Bruno Weiss, our director and our former Chief Financial Officer, is also a director, the Chief Financial Officer and significant shareholder of Hemis. The company believes this money to be uncollectible and has recorded an impairment loss for the year ended January 31, 2009,
During the period ended January 31, 2008, our significant shareholders advanced funds to us for working capital purposes. Total amount due to related parties was $201,378 as of January 31, 2008, comprised of $2,500 from Bruno Weiss and $198,878 from Norman Meier. The amounts advanced are unsecured, non-interest bearing and have no specific terms of repayment. During the year ended January 31, 2009 the company the company repaid $100,000. and the total amount due to related parties as of January 31, 2009 was $101,378.
Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Item 14.
Item 14. Principal Accountant Fees and Services.
Audit and Non-Audit Fees
The following table represents fees for the professional audit services and fees billed for other services rendered by our auditors,and any other fees billed for other services rendered by DKM Certified Public Accountants and Peterson Sullivan PLLC during these periods. All fees are paid by US dollars.
Since our inception, our Board of Directors, performing the duties of the Audit Committee, reviews all audit and non-audit related fees at least annually. The Board of Directors as the Audit Committee pre-approved all audit related services in the fiscal year 2009.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
See “Index to Consolidated Financial Statements” set forth on page.
(a) (2) Financial Statement Schedules
None. The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.
Exhibits
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
TECTON CORPORATION
(Registrant)
Date: February 12, 2013
/s/ Christine Zitman
Christine Zitman
Director, Principal Accounting Officer, Secretary, Treasurer
(Authorized Officer and Chief Financial Officer)
Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 12, 2013
/s/ Micah Eldred
Micah Eldred
Chief Executive Officer
/s/ Christine Zitman
Christine Zitman,
Chief Financial Officer
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Micah Eldred, as Chief Executive officer, and Christine Zitman, as Chief Financial Officer, of Tecton Corporation, certifies that:
1.
I have reviewed this quarterly report on Form 10-K of Tecton Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 12, 2013
/s/ Micah Eldred
Micah Eldred
Chief Executive Officer
/s/ Christine Zitman
Christine Zitman,
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the Tecton Corporation (the “registrant”) on Form 10-K for the year ended January 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Micah Eldred, Chief Executive Officer of the registrant, and Christine Zitman, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Date: February 12, 2013
/s/ Micah Eldred
Micah Eldred
Chief Executive Officer
/s/ Christine Zitman
Christine Zitman,
Chief Financial Officer