UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

R

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended: July 31, 2008

£

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

AND EXCHANGE ACT OF 1934  

TECTON CORPORATION

(Name of Small Business Issuer in its Charter)

15500 Roosevelt Blvd Suite 301, Clearwater, FL 33760

(Address number principal executive offices)

727-289-0010

(Issuer’s telephone number)

Althardstrasse 10 CH-8105 Regensdorf, Switzerland

(Former Address)

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.   Yes   R    No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  £  No   R

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  R     No  £

As of July 31, 2008, the registrant had 79,736,560 shares of common stock outstanding.  

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

UNAUDITED FINANCIAL STATEMENTS

July 31, 2008

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TECTON CORPORATION

(A Development Stage Company)

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements

3

TECTON CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements

4

TECTON CORPORATION.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDER’S (DEFICIT) & EQUITY

 (Unaudited)

The accompanying notes are an integral part of these financial statements

7

TECTON CORPORATION.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

 (Unaudited)

The accompanying notes are an integral part of these financial statements

8

TECTON CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

July 31, 2008

(UNAUDITED)

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 1, 2006.  Since the company has not commenced significant operations it was considered an exploration stage company.  The Company had been registered as an extraprovincial company in British Columbia, Canada with an assumed name of Tecton Mineral Corporation in order to register claims in the Company’s name.  The company discontinued operations on or about June, 2008 and has incurred losses of $3,891,044 since inception through July 31, 2008.

Interim Period Financial Statements

The interim period financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations.

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 has implemented the provisions on "Accounting for Income Taxes" which requires that income tax accounts be computed using the liability method. 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.

In July 2006, the FASB issued Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”) as an interpretation of FASB Statement No. 109, Accounting for Income Taxes (“SFAS 109”). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109 and prescribes a recognition threshold of more-likely-than-not to be sustained upon examination. Measurement of the tax uncertainty occurs if the recognition threshold has been met. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal year beginning after December 15, 2006. Differences between the amounts recognized in the statements of financial position prior to the adoption of FIN 48 and the amounts reported after adoption should be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. The adoption of FIN 48 has no impact to the Company.

Net Earnings (Losses) Per Common Share

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 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 July 31, 2008, 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.

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TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
(Unaudited)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

Foreign Currency Translation and Transactions

The Company translates foreign currency financial statements in accordance with the requirements of Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation." Assets and liabilities are translated 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 (Loss)

The Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (“SFAS 130”). SFAS 130 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined 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. SFAS 130 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of July 31, 2008 the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Stock Based Compensation

The Company accounts for stock based compensation in accordance with SFAS 123 (R) "Share Based Payment," which requires measurement of compensation cost for all stock based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The Company intends to determine the fair value of awards using the Black - Scholes valuation model. As of July 31, 2008, the Company has not issued any awards that qualify as stock based compensation.

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TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
(Unaudited)

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 believes that there are no new accounting pronouncements that when adopted would have a  material effect on the Company’s financial statements.

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 ccompanying financial statements for the period January 19, 2006 (date of inception) to July 31, 2008, the Company incurred losses of $3,891,044.

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.

NOTE C – MINERAL PROPERTY AND EXPLORATION COSTS

On December 20, 2006 the Company acquired a 100% interest in the Mineral Tenure (Ace of Spades mineral claim) located in the Nanaimo Mining Division of British Columbia for cash of $3,267(CDN $3,675) which is included in mineral property and exploration costs in the statement of operations.

In May 2008, we sent notice to abandon all 49 mineral dispositions that are the subject of the Wapata Lake Uranium Option Agreement, which we entered into on January 22, 2007 (with subsequent amendments thereto). The option gave us the right to purchase a 100% interest in the 49 mineral dispositions located in Saskatchewan, Canada for cash of $848,032(CDN $1,000,000). The Company made two payments of $150,000 and the $350,000 CDN, respectively, toward the option and issued 3,000,000 common shares in February, 2007. Our rights in the mineral dispositions will expire on September 18, 2008.  On May 30, 2008, we allowed our rights in the Ace of Spades mineral property to expire.

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. The Company has agreed to issue a further 200,000 shares on May 30, 2008 and incur a further $750,000 of expenditures on the property. To date the Company has incurred $273,875 on property costs and spent $167,763 on exploration expenses and $20,000 in cash for finders fees. On May 30, 2008, the Company decided to let the option to acquire the Firefly Properties expire. The option expired on May 31, 2008.  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 will expire on September 18, 2008.

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TECTON CORPORATION
(An exploration stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
(Unaudited)

NOTE D – ADVANCES FROM RELATED PARTIES AND RELATED PARTY TRANSACTIONS

Prior to the period ended July 31, 2008, 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 July 31, 2008. 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.  

NOTE E – 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 agreements. Pursuant to the agreements, the Company is obligated to pay fees of $23,000 a month for consulting services as of April 30, 2008.

The Company entered into an independent consulting agreement with Hudson Capital Corp. on February 1, 2007 pursuant to which the Company was 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.

On April 15, 2008, the Company terminated its consulting agreement with Hudson Capital. On April 29, 2008, the Company appointed Clive Massey pursuant as ”Vice President-Corporate Development” in exchange for remuneration of CDN$4,000 (US$3,948) per month. In addition, Mr. Massey is entitled to receive a bonus of up to 2,250,000 common shares upon the achievement of certain events, as agreed between the parties.

NOTE F – 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 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.

NOTE G – DISCONTINUED OPERATIONS

The company discontinued operations on or about June 1, 2008.  The financial statements have been adjusted to reflect the discontinued operations.  

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Summary of results of discontinued operations is as follows: 

NOTE G – DISCONTINUED OPERATIONS (continued)

Summary of assets and liabilities of discontinued operations is as follows:

There are no assets from discontinued operations.  The liabilities from discontinued operations are $124,576 and $154,224 for the six months ended July 31, 2008 and 2007.   This represents 43% and 30% of total liabilities for that same period.

NOTE H– SUBSEQUENT EVENTS

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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

We were incorporated as a Nevada company on January 19, 2006, as a wholly owned subsidiary of Hemis Corporation. 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 the 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. We are quoted on the OTC Bulletin Board under the symbol “TTNC.OB”. We do not currently have any subsidiaries.

We have been engaged in the acquisition, exploration and development of mineral properties since our inception. We are an exploration stage company. As of the date of this report we do not have any active mineral projects or planned exploration activities. In order to undertake any additional mineral projects or exploration we will require significant additional financing, and there is no assurance that we will be able to obtain necessary financing in the future.

We are engaged in the acquisition of uranium properties that are either past producers, 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 is 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. Rather than explore the Ace of Spades property, we sought to option it to another mining company. However, 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”). 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 Advance Royalty Corporation, the vendor’s assignee, of our intention not to renew our rights in the 49 claims. Our rights in the claims will expire on September 18, 2008.

Firefly

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 (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 GeoXplor 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.

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On or about June 1, 2008, Tecton ceased operations entirely.  Tecton became delinquent in its corporate filings and had its Nevada license revoked.

Results of Operations

Lack of Revenue

Since our inception on January 19, 2006 to July 31, 2008 we have not earned any revenues. We anticipate that we will not earn any revenues and discontinued operations June 1, 2008.

Expenses

Our general and administrative costs consisted primarily of accounting and legal fees, filings fees, bank charges, consulting and management fees, payroll, investor relations fees, marketing expenses, office and telephone expenses, stock based compensation, travel and entertainment expenses. Our general and administrative expenses increased from $22,452 for the six months ended July 31, 2007 to $47,556 for the six months ended July 31, 2008.

Expenses for discontinued operations significantly decreased by $1,172,759 from $1,616,051 during the six months ended July 31, 2007 to $443,292 for the six months ended July 31, 2008. The decrease resulted from our writing-off of mineral costs related to mineral property acquisition during the six months ended July 31, 2007.

Net Losses

From January 19, 2006 (date of inception) to July 31, 2008, we incurred net losses of $3,891,044. For the six  months ended July 31, 2008 we incurred net losses of $514,380 compared to $1,638,503 for the same period in 2007. Our net loss per common share was $0.01 for the six months ended July 31, 2008 compared to $0.02 for the same period in 2007.

Liquidity and Capital Resources

As of July 31, 2008, we had no cash and no operations.

This raises substantial doubt about our ability to continue as a going concern. Our auditors have issued a going concern opinion on our audited financial statements as of January 31, 2008. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. Since we were unable to obtain additional financing from outside sources and produce enough revenues, we ceased our operations.

Research and Development

From January 19, 2006 (inception) to July 31, 2008 we did not have any research and development expenses.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

As of July 31, 2008, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is designed 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.

No significant changes have been made to our internal control over financial reporting during our last fiscal quarter in connection with the results of Management’s report included in the Form 10-K filed with the Securities and Exchange Commission on May 15, 2008. Management is addressing the material weaknesses disclosed in the Form 10-K and intends to report on changes made after the year end assessment is complete.  

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against us. None of our directors, officers or affiliates is (i) a party adverse to us in any legal proceedings, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings that have been threatened 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 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCCEDS

We have not made any previously unreported sales for the six months ended July 31, 2008.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

On April 30, 2008, Mr. Doug Oliver resigned from his position as our Chief Operating Officer.

Effective May 9, 2008, Mr. Bruno Weiss resigned from his position as our Chief Financial Officer. On May 29, 2008, Mr. Weiss also resigned from his position as a Director of our Board of Directors. Mr. Weiss cited irreconcilable differences between him and our President and Chief Execution Officer, Mr. Norman Meier, as the cause for his resignations. i

Effective May 14, 2008, Mr. Norman Meier was appointed as our Chief Financial Officer and Principal Accounting Officer. Mr. Meier is also our President, Chief Executive Officer, Secretary, Treasurer, and sole Director

On May 21, 2008 Mr. Clive Massey resigned from his position as our Vice President of Corporate Development.

On May 30, 2008 we allowed our rights in the Ace of Spades mineral property, located on Texada Island, British Columbia, to expire. We had paid $3,267 to purchase the property on December 20, 2006. We had sought to option the property to another mining company; however, we were not successful in this regard and did not renew our rights in the property to avoid additional maintenance fees. The rights expired on May 31, 2008.

Effective May 31, 2008, we allowed our option to acquire a 100% interest in certain mining properties located in San Juan County, Utah (the “Firefly Property”), to expire. We had acquired the option pursuant to an agreement between us and GeoXplor Corp. dated May 30, 2007. 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 GeoXplor 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. As of May 30, 2008 we elected not to exercise our option to purchase the property and, as of May 31, 2008 the option agreement was 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.

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 comprising the Wapata Lake Property. Our rights in the claims will expire on September 18, 2008.

In the days leading up to June 17, 2008, the officers and directors of the Company resigned leaving Mr. Norman Meier as the sole Director, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer.  The Company’s registration with the State of Nevada was allowed to lapse.  On February 7, 2011, Norman Meier appointed Micah Eldred to replace him as sole Director, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer.  Mr. Meier’s resignation was not the result of any disagreement or problem with the Issuer, but was solely to help the Company move forward and to increase shareholder value.   

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.

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ITEM 6. EXHIBITS

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SIGNATURES

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

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Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Date: February 1, 2013

/s/ Micah Eldred           

Micah Eldred

Chief Executive Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Tecton Corporation (the “registrant”) on Form 10-Q for the period ended July 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Micah Elred, 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 1, 2013

/s/ Micah Eldred

Micah Eldred

Chief Executive Officer

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