UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
|
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
2008.
|
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF
1934.
|
FOR
THE
TRANSITION PERIOD FROM ____________ TO _____________
Commission
File Number 0-21931
WI-TRON,
INC.
(Exact
name of small business issuer as specified in its charter)
|
DELAWARE
|
|
22-3440510
|
|
(State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
|
Identification
No.)
|
59
LaGrange Street
Raritan,
New Jersey 08869
(Address
of principal executive offices)
(908)
253-6870
(Issuer's
telephone number)
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past
90 days. Yes
x
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
o
|
Accelerated filer
o
|
|
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
Smaller reporting company
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o
No
x
The
number of shares outstanding of the Issuer's Common Stock, $.0001 Par Value,
as
of November 19, 2008 was
76,778,293
.
WI-TRON,
INC.
FORM
10-QSB
NINE
MONTHS ENDED SEPTEMBER 30, 2008
TABLE
OF
CONTENTS
|
PART
I -
FINANCIAL
INFORMATION
|
|
|
|
|
|
|
|
|
|
Item
1
Financial
Statements (Unaudited):
|
|
|
|
|
|
|
|
|
|
Balance
Sheets
|
|
|
1-2
|
|
|
|
|
|
|
|
|
Statements
of Operations
|
|
|
3
|
|
|
|
|
|
|
|
|
Statement
of Changes in Stockholders' Deficiency
|
|
|
4
|
|
|
|
|
|
|
|
|
Statements
of Cash Flows
|
|
|
5
|
|
|
|
|
|
|
|
|
Notes
to Financial Statements
|
|
|
6-11
|
|
|
|
|
|
|
|
|
Item
2 Management's Discussion and Analysis of Financial Condition and
Results
of Operations
|
|
|
12-15
|
|
|
|
|
|
|
|
|
Item
3. Controls and Procedures
|
|
|
16
|
|
|
|
|
|
|
|
|
PART
II -
OTHER
INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
Item
1. Legal Proceedings
|
|
|
16
|
|
|
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
|
|
|
16
|
|
|
Item
4. Submission of Matters to a Vote of Security Holders..
|
|
|
16
|
|
|
Item
5. Other Information
|
|
|
17
|
|
|
Item
6. Exhibits
|
|
|
18
|
|
|
|
|
|
|
|
|
Signatures
|
|
|
19
|
|
|
|
|
|
|
|
|
Exhibit
Index
|
|
|
20
|
|
The
following unaudited condensed financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations, although
the company believes that the disclosures made are adequate to make the
information not misleading.
It
is
suggested that these condensed financial statements be read in conjunction
with
the financial statements and the notes thereto included in the company’s latest
shareholders’ annual report (Form 10-KSB).
PART
I - FINANCIAL INFORMATION
Item
1.
Financial Statements
WI-TRON,
INC.
BALANCE
SHEETS
|
ASSETS
|
|
September
30
2008
|
|
December
31
2007
|
|
|
|
|
Unaudited
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
-
|
|
$
|
13,917
|
|
|
Accounts
receivable, net of allowance for doubtful accounts of
$9,000
and $702 in 2008 and 2007, respectively
|
|
|
4,625
|
|
|
7,834
|
|
|
Inventories
|
|
|
60,906
|
|
|
42,500
|
|
|
Prepaid
expenses and other current assets
|
|
|
783
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
66,314
|
|
|
64,251
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY
AND EQUIPMENT - AT COST
|
|
|
|
|
|
|
|
|
Machinery
and equipment
|
|
|
587,276
|
|
|
587,276
|
|
|
Furniture
and fixtures
|
|
|
43,750
|
|
|
43,750
|
|
|
Leasehold
improvements
|
|
|
8,141
|
|
|
8,141
|
|
|
|
|
|
639,167
|
|
|
639,167
|
|
|
Less
accumulated depreciation and amortization
|
|
|
(633,212
|
)
|
|
(629,965
|
)
|
|
|
|
|
5,955
|
|
|
9,202
|
|
|
|
|
|
|
|
|
|
|
|
SECURITY
DEPOSITS AND OTHER NON-CURRENT ASSETS
|
|
|
5,500
|
|
|
5,500
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
77,769
|
|
$
|
78,953
|
|
The
accompanying notes are an integral part of these financial
statements
WI-TRON,
INC.
BALANCE
SHEETS
(Continued)
|
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
|
September
30
2008
|
|
December
31
2007
|
|
|
|
|
Unaudited
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
Overdraft
|
|
$
|
633
|
|
$
|
-
|
|
|
Secured
note payable in connection with Phoenix investor
rescinded
agreement - payment in default
|
|
|
10,000
|
|
|
10,000
|
|
|
Notes
payable issued in connection with private
placement
of common stock, including accrued
interest
of
$56,510
(2008) and $43,016 (2007)
-
payment in default
|
|
|
356,516
|
|
|
343,016
|
|
|
Accounts
payable
|
|
|
145,453
|
|
|
255,281
|
|
|
Accrued
expenses and other current liabilities (including
delinquent
federal and state payroll taxes, penalties and
interest
aggregating $289,520 at September 30, 2008
and
$263,322 at December 31, 2007
|
|
|
618,649
|
|
|
395,097
|
|
|
Loans
payable to Tek, Ltd.
|
|
|
1,130,071
|
|
|
908,662
|
|
|
Advances
from customers
|
|
|
42,450
|
|
|
-
|
|
|
Loans
payable - officers
|
|
|
8,395
|
|
|
159,511
|
|
|
Total
current liabilities
|
|
|
2,312,167
|
|
|
2,071,567
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
(DEFICIENCY)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Preferred stock,
Series D authorized 1,000,000 shares at $.0001 par value; issued
and
outstanding 472,480 shares at September 30, 2008 and no shares
December
31, 2007, with a liquidation preference of $0.01 per
share
|
|
|
47
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Preferred stock,
Series C authorized 5,000,000 shares of $.0001 par value; no shares
issued
or outstanding at September 30, 2008 and December 31, 2007 with a
liquidation preference of $2.00 per share
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock - authorized,
100,000,000 shares of $.0001 par value; shares 76,778,293 and 50,028,293
shares issued and outstanding at September 30, 2008 and December
31
,2007
|
|
|
7,678
|
|
|
5,003
|
|
|
|
|
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
27,111,737
|
|
|
26,007,755
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
deficit
|
|
|
(29,353,860
|
)
|
|
(28,005,372
|
)
|
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' (Deficiency)
|
|
|
(2,234,398
|
)
|
|
(1,992,614
|
)
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' (Deficiency)
|
|
$
|
77,769
|
|
$
|
78,953
|
|
The
accompanying notes are an integral part of these financial
statements
WI-TRON,
INC.
STATEMENTS
OF OPERATIONS (Unaudited)
|
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
|
|
|
September
30
|
|
September
30
|
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
24,872
|
|
|
16,000
|
|
$
|
69,774
|
|
$
|
72,225
|
|
|
Cost
of goods sold
|
|
|
81,259
|
|
|
44,945
|
|
|
234,868
|
|
|
190,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
(loss)
|
|
|
(56,387
|
)
|
|
(28,945
|
)
|
|
(165,094
|
)
|
|
(117,886
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
158,182
|
|
|
102,923
|
|
|
687,155
|
|
|
364,476
|
|
|
Research,
engineering and development
|
|
|
107,020
|
|
|
102,050
|
|
|
335,615
|
|
|
386,209
|
|
|
Total
operating expenses
|
|
|
265,202
|
|
|
204,973
|
|
|
1,022,770
|
|
|
750,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(321,589
|
)
|
|
(233,918
|
)
|
|
(1,187,864
|
)
|
|
(868,571
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonoperating
income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income and other income
|
|
|
-
|
|
|
-
|
|
|
169
|
|
|
-
|
|
|
Debt
conversion and loan acquisition costs
|
|
|
-
|
|
|
-
|
|
|
(111,500
|
)
|
|
-
|
|
|
Interest
expense
|
|
|
(8,001
|
)
|
|
(4,501
|
)
|
|
(19,262
|
)
|
|
(13,500
|
)
|
|
Tax
penalties and interest
|
|
|
(14,379
|
)
|
|
(20,361
|
)
|
|
(29,021
|
)
|
|
(56,309
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before income taxes.
|
|
|
(343,969
|
)
|
|
(258,780
|
)
|
|
(1,347,478
|
)
|
|
(938,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
-
|
|
|
1,264
|
|
|
1,010
|
|
|
1,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(343,969
|
)
|
$
|
(260,044
|
)
|
$
|
(1,348,488
|
)
|
$
|
(940,164
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share - basic and diluted
|
|
$
|
NIL
|
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding
|
|
|
76,778,293
|
|
|
50,028,293
|
|
|
63,840,106
|
|
|
49,500,454
|
|
The
accompanying notes are an integral part of these financial
statements
WI-TRON,
INC.
STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIENCY
Nine
Months Ended September 30, 2008
|
|
|
Series
D Preferred Stock
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Par
Value
|
|
Shares
|
|
Par
Value
|
|
Additional
Paid-In Capital
|
|
Accumulated
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE
AT DECEMBER 31, 2007
|
|
|
-
|
|
$
|
-
|
|
|
50,028,293
|
|
$
|
5,003
|
|
$
|
26,007,755
|
|
$
|
(28,005,372
|
)
|
$
|
(1,992,614
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the nine months ended September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,348,488
|
)
|
|
(1,348,488
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
placement of common stock
|
|
|
|
|
|
|
|
|
15,250,000
|
|
|
1,525
|
|
|
213,475
|
|
|
|
|
|
215,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of share based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,467
|
|
|
|
|
|
7,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued to investor relations firm
|
|
|
|
|
|
|
|
|
2,500,000
|
|
|
250
|
|
|
87,250
|
|
|
|
|
|
87,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued to Devendar Bains in settlement of debt
|
|
|
|
|
|
|
|
|
3,000,000
|
|
|
300
|
|
|
149,700
|
|
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of debt into common shares
|
|
|
|
|
|
|
|
|
2,500,000
|
|
|
250
|
|
|
62,500
|
|
|
|
|
|
62,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partial
conversion of Tek, Ltd. loan payable into common shares
|
|
|
|
|
|
|
|
|
1,700,000
|
|
|
170
|
|
|
65,830
|
|
|
|
|
|
66,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued to employee in lieu of salary
|
|
|
|
|
|
|
|
|
1,800,000
|
|
|
180
|
|
|
86,820
|
|
|
|
|
|
87,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
placement of Series D Preferred Stock, net of offering expenses
of
$36,250
|
|
|
472,480
|
|
|
47
|
|
|
|
|
|
|
|
|
430,940
|
|
|
|
|
|
430,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE
AT SEPTEMBER 30, 2008
|
|
|
472,480
|
|
$
|
47
|
|
|
76,778,293
|
|
$
|
7,678
|
|
$
|
27,111,737
|
|
$
|
(29,353,860
|
)
|
$
|
(2,234,398
|
)
|
The
accompanying notes are an integral part of these financial
statements
WI-TRON,
INC.
STATEMENTS
OF CASH FLOWS - UNAUDITED
|
|
|
Nine
Months Ended September 30,
|
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
Operating
activities:
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(1,348,488
|
)
|
$
|
(940,164
|
)
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
3,247
|
|
|
3,248
|
|
|
Provision
for doubtful accounts
|
|
|
-
|
|
|
9,000
|
|
|
Amortization
of share based compensation
|
|
|
7,467
|
|
|
7,466
|
|
|
Debt
and loan acquisition conversion costs
|
|
|
111,500
|
|
|
-
|
|
|
Interest
accrued on notes payable issued in connection
with
private placement of common stock
|
|
|
13,500
|
|
|
13,500
|
|
|
Common
shares issued to public relations firm
|
|
|
87,500
|
|
|
-
|
|
|
Common
shares issued to employee in lieu of salary
|
|
|
87,000
|
|
|
-
|
|
|
Changes
in assets and liabilities
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
3,209
|
|
|
14,996
|
|
|
Inventories
|
|
|
(18,406
|
)
|
|
889
|
|
|
Prepaid
expenses and other assets
|
|
|
(783
|
)
|
|
-
|
|
|
Customer
advances
|
|
|
42,450
|
|
|
-
|
|
|
Accounts
payable and accrued expenses
|
|
|
113,724
|
|
|
309,989
|
|
|
Total
adjustments
|
|
|
450,408
|
|
|
359,088
|
|
|
Net
cash (used) for operating activities
|
|
|
(898,080
|
)
|
|
(581,076
|
)
|
|
|
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
|
|
|
Overdraft
|
|
|
633
|
|
|
405
|
|
|
Advances
from Tek, Ltd.
|
|
|
238,659
|
|
|
580,671
|
|
|
Officer
loans
|
|
|
(1,116
|
)
|
|
-
|
|
|
Proceeds
from loan
|
|
|
50,000
|
|
|
-
|
|
|
Loan
repayment
|
|
|
(50,000
|
)
|
|
-
|
|
|
Net
proceeds from private placement escrow in connection
with
subscription agreements for 472,480 shares of
Series
D Preferred Stock
|
|
|
430,987
|
|
|
-
|
|
|
Proceeds
from private placements of common stock
|
|
|
215,000
|
|
|
-
|
|
|
Net
cash provided by financing activities
|
|
|
884,163
|
|
|
581,076
|
|
|
|
|
|
|
|
|
|
|
|
DECREASE
IN CASH
|
|
|
(13,917
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
|
13,917
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at end of period
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash
paid for:
Interest
|
|
$
|
-
|
|
$
|
-
|
|
|
Income
taxes
|
|
$
|
1,010
|
|
$
|
1,784
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash
financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Note Payable to Devendar Bains (former CEO) into
3,000,000
shares of restricted common stock
|
|
$
|
150,000
|
|
$
|
-
|
|
WI-TRON,
INC.
Notes
to Financial Statements (Unaudited)
September
30, 2008
NOTE
A -
ADJUSTMENTS AND RECENT DEVELOPMENTS
In
the
opinion of management, all adjustments, consisting only of normal recurring
adjustments necessary for a fair statement of (a) results of operations for
the
three month periods ended September 30, 2008 and 2007 (b) the financial position
at September 30, 2008 (c) the statements of cash flows for the three month
period ended September 30, 2008 and 2007 , and (d) the changes in stockholders'
deficiency for the three month period ended September 30, 2008 have been made.
The results of operations for the three months ended September 30, 2008 are
not
necessarily indicative of the results to be expected for the full
year.
In
February 2008, the Company entered into a letter of intent providing for the
acquisition of all of the outstanding shares of Cellvine in exchange for 85%
of
the outstanding common stock of Wi-tron on a fully diluted basis, leaving the
existing owners of the Company's common stock with 15% on a fully diluted basis.
Among other things, the agreement provides for the conversion of the Tek, Ltd.
debt ($1,130,071 at September 30, 2008) into common stock at $.05 per share.
Pursuant to the merger, the Company will change its name to Cellvine. While
the
parties are still planning to consummate the merger, it has not as yet been
completed. The ultimate date of completion, or whether the merger will actually
be consumated, has not as yet been determined.
In
February 2008, the Company received gross proceeds of $215,000 in connection
with the private placement sale to accredited investors of 15,250,000 shares
of
restricted common stock.
Effective
in May 2008, the Company entered into a Promissory Note Settlement Agreement
with Devendar S. Bains, a former executive officer of the Company (former CEO)
whereby 3,000,000 shares of restricted common stock of the Company was issued
in
exchange for debt previously owed by the Company to such person in the amount
of
$150,000.
In
May
2008, the Company entered into a Debt Conversion Agreement with its CEO where
the Company would issue up to 18,500,000 shares of restricted common stock
in
exchange for debt in the amount of $925,000. Such debt will be converted at
the
election of the Company at $0.05 per share. Conversion of such debt will be
at
the Company’s election but is expected to occur prior to the completion of a
merger with Cellvine, Ltd. as disclosed in these Notes.
From
May
through September 2008, the Company received net proceeds of $430,987 from
escrow representing the net proceeds of the private placement sale to accredited
investors of 472,480 shares of unregistered Series D Preferred Stock. Series
D
Preferred stock is convertible into 100 shares of Common Stock at the rate
of
100 shares of common to each share of preferred. The preferred shares provide
for a liquidation preference of $.01 per share and full voting rights. The
subscription agreements provide for full anti-dilution rights in connection
with
the Cellvine merger.
NOTE
B -
UNAUDITED INTERIM FINANCIAL INFORMATION
The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all the information and footnotes required
by
generally accepted accounting principles for
financial
statements. For further information, refer to the audited financial statements
and notes thereto for the year ended December 31, 2007 included in the Company's
Form 10-KSB filed with the Securities and Exchange Commission on April 14,
2008.
WI-TRON,
INC.
Notes
to Financial Statements (Unaudited)
September
30, 2008
The
Company's financial statements have been presented on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The liquidity of the Company has been
adversely affected in recent years by significant losses from operations. As
further discussed in Note F, the Company incurred losses of WI-TRON, INC. for
the nine months ended September 30, 2008, has no cash and its working capital
declined by $238,537 to a deficiency of $2,245,853 since the beginning of the
fiscal year. Current liabilities exceed cash and receivables by $2,307,542
indicating that the Company will have substantial difficulty meetings its
financial obligations for the balance of this fiscal year. These factors raise
substantial doubt as to the Company's ability to continue as a going concern.
Recently, operations have been funded by loans from the Chief Executive Officer
and private placements of common stock.
NOTE
C -
STOCKHOLDERS' EQUITY
1.
Warrants
and Options
At
September 30, 2008, the following 1,370,000 warrants, remained
outstanding:
(1)
20,000
exercisable at $1.00 through May 2010
(2)
600,000
exercisable at $.20 through August 2009
(3)
750,000
exercisable at $.20 through August 2009
At
September 30, 2008, the Company had employee stock options outstanding to
acquire 2,800,000 shares of common stock at exercise prices of $0.15 to $.20
per
share.
2.
Private
Placements of Common Stock and Debt
From
May
through September 2008, the Company received $430,987 from escrow representing
the net proceeds of the private placement sale to accredited investors of
472,480 shares of unregistered Series D Preferred Stock. Series D Preferred
stock is convertible into 100 shares of Common Stock at the rate of 100 shares
of common to each share of preferred. The preferred shares provide for a
liquidation preference of $.01 per share and full voting rights. The
subscription agreements provide for full anti-dilution rights in connection
with
the Cellvine merger. In connection with and out of the proceeds of this private
placement, an agent was paid $36,250 in compensation.
In
February 2008, the Company received $215,000 in proceeds from the private
placement of 15,250,000 shares of restricted common stock to accredited
investors.
In
August
2005, the Company completed a private placement of common stock and notes
payable. These notes with a total balance of $356,516 including accrued interest
of
$56,510
remain
unpaid at September 30, 2008. No actions have been taken by the note holders
to
collect the balance up to and since
September
30, 2008 through the date of this filing.
WI-TRON,
INC.
Notes
to Financial Statements (Unaudited)
September
30, 2008
3.
Stock
based Compensation and Other Equity Transaction
s
In
March
2008, the Company issued an aggregate of 1,800,000 shares of Common Stock to
an
employee in lieu of compensation, valued $87,500 at the dates of the
transactions.
In
March
2008, the Company issued an aggregate of 1,700,000 shares of restricted Common
Stock to John Lee and his designees in exchnage for reduction of debt to Tek,
Ltd. in the amount of $17,000. Such shares were valued at $66,000 at the
respective dates of issuance, resulting in a charge to operations of
$49,000.
In
March
2008, the Company issued 2,500,000 of restricted common stock to an accredited
investor in compensation for a loan of $50,000. The loan was repaid in August
2008.
NOTE
D -
LOSS PER SHARE
The
Company complies with the requirements of the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 128, "Earnings
per
Share" ("SFAS No. 128"). SFAS No. 128 specifies the compilation, presentation
and disclosure requirements for earnings per share for entities with publicly
held common stock or potential common stock. Net loss per common share - basic
and diluted is determined by dividing the net loss by the weighted average
number of common stock outstanding.
Net
loss
per common share - diluted does not include potential common shares derived
from
stock options and warrants (see Note C) because they are
antidilutive.
NOTE
E -
LITIGATION
From
time
to time, the Company is party to what it believes are routine litigation and
proceedings that may be considered as part of the ordinary course of its
business. Except for the proceedings noted below, the Company is not aware
of
any pending litigation or proceedings that could have a material effect on
the
Company's results of operations or financial condition.
In
April
2004, a law firm filed a judgment against the Company in the amount of
approximately $40,000 in connection with non-payment of legal fees owed to
it.
Inasmuch as this is a perfection of an already recorded liability, management
does not believe that the judgment will have a material impact on the financial
position of the Company. In March 2005, a settlement was reached whereby the
Company made a down payment of $2,500 and agreed to pay the balance in 24 equal
monthly installments of approximately $1,600.
WI-TRON,
INC.
Notes
to Financial Statements (Unaudited)
September
30, 2008
NOTE
F -
LIQUIDITY
The
Company's financial statements have been presented on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The liquidity of the Company has been
adversely affected in recent years by significant losses from operations. The
Company has incurred losses of $1,348,488 and
$940,164
for the
nine months ended September 30, 2008 and 2007, respectively.
With
no
cash and reduced revenues, management believes that the Company will have great
difficulty meeting its working capital and litigation settlement obligations
over the next 12 months. The Company is presently dependent on cash flows
generated from sales and private placements of common stock to meet our
obligations. Our failure to consummate a merger with an appropriate partner
or
to substantially improve our revenues will have serious adverse consequences
and, accordingly, there is substantial doubt in our ability to remain in
business over the next 12 months. There can be no assurance that any financing
will be available to the Company on acceptable terms, or at all. If adequate
funds are not available, the Company may be required to delay, scale back or
eliminate its research, engineering and development or manufacturing programs
or
obtain funds through arrangements with partners or others that may require
the
Company to relinquish rights to certain of its technologies or potential
products or other assets. Accordingly, the inability to obtain such financing
could have a material adverse effect on the Company's business, financial
condition and results of operations.
Management's
plans for dealing with the foregoing matters include:
o
Increasing
sales of its high speed internet connectivity products through both individual
customers, strategic alliances and mergers.
o
Decreasing
the dependency on certain major customers by aggressively seeking other
customers in the amplifier markets;
o
Partnering
with significant companies to jointly develop innovative products, which has
yielded orders with multinational companies to date, and which are expected
to
further expand such relationships;
o
Maintaining
a reduced cost structure through a more streamlined operation by using automated
machinery to produce components for our products;
o
Deferral
of payments of officers' salaries, as needed;
o
Selling
remaining net operating losses applicable to the State of New Jersey, pursuant
to a special government high-technology incentive program in order to provide
working capital, if possible;
o
Reducing
overhead costs and general expenditures.
o
Merging
with another company to provide adequate working capital and jointly develop
innovative products.
NOTE
G -
OFFICER LOANS
As
of
September 30, 2008, the Company owes $8,395 to the Vice President of Operations
for
loans
and
unpaid salaries. These balances are non-interest bearing, unsecured, and have
no
fixed maturity dates.
WI-TRON,
INC.
Notes
to Financial Statements (Unaudited)
September
30, 2008
NOTE
H -
SEGMENT INFORMATION
The
Company has not pursued its wireless Internet connectivity business since 2003
and is currently operating in one segment.
NOTE
I -
RELATED PARTY TRANSACTIONS
As
of
September 30, 2008, the aggregate balance due to Tek, Ltd. (a company wholly
owned by John C. Lee, the Company's Chairman and Chief Executive Officer) was
$1,130,071. Due to the Company's lack of available funds requiring C.O.D. terms
from most vendors, Tek purchases parts and leases equipment on behalf of and
for
the benefit of the Company and re-sells the materials or services to the Company
at cost. During the nine months ended September 30, 2008, Tek advanced funds
to
or on behalf of the Company of $238,659.
Effective
May 2008, the Company entered into a Promissory Note Settlement Agreement with
a
former executive officer of the Company (former CEO) whereby 3,000,000 shares
of
restricted common stock of the Company was issued in exchange for debt
previously owed by the Company to such person in the amount of
$150,000.
In
May
2008, the Company entered into a Debt Conversion Agreement with its CEO where
the Company would issue up to 18,500,000 shares of restricted common stock
in
exchange for debt in the amount of $925,000. Such debt will be converted at
the
election of the Company at $0.05 per share. Conversion of such debt will be
at
the Company’s election but is expected to occur prior to the completion of a
merger with Cellvine, Ltd. as disclosed in these Notes.
In
May
2008, in connection with the Company execution of a Merger Agreement with
Cellvine, Ltd., officers and other persons having employment agreements with
the
Company agreed to terminate such agreements and waive rights to severance in
connection with the completion of the merger with Cellvine Ltd. In exchange,
such officers will receive revised employment agreements and an aggregate of
6,000,000 shares of restricted common stock upon the closing of and conditional
upon the merger with Cellvine Ltd.
NOTE
J -
COMMITMENTS AND OTHER COMMENTS
1.
Premises
leases
On
April
22, 2005, concurrent with the closing of the purchase of the building by Tek,
the Company entered into a non-cancelable operating lease with Tek which
commences on June 1, 2005 and expired on May 31, 2008.
Tek
is
holding a security deposit of $5,500 in connection with this lease.
Rent
expense, including the Company's share of real estate taxes, utilities and
other
occupancy costs, was
$60,750
and $54,000 for the nine months ended September 30, 2008 and 2007,
respectively.
WI-TRON,
INC.
Notes
to Financial Statements (Unaudited)
September
30, 2008
2.
Phoenix
Opportunity Fund II, L.P.
On
January 28, 2004, the Company entered into a Subscription Agreement (the
"Agreement") with Phoenix Opportunity Fund II, L.P. ("Phoenix"), which was
later
rescinded. The Company agreed to pay Phoenix in settlement, which included
a
$40,000 secured promissory note due March 31, 2005, and bearing interest at
the
rate of eight percent per annum secured by substantially all the assets of
the
Company. The Company did not make all of the required payments due under the
Phoenix rescission agreement, and the Company remains currently delinquent.
The
balance due on the note at September 30, 2008 was $10,000. As yet, no action
has
been taken by Phoenix concerning this default.
PART
I - FINANCIAL INFORMATION
Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
Financial
Condition and Results of Operations
Results
of Operations - The Three Months Ended September 30, 2008 Compared to the
Three Months Ended September 30, 2007 .
Revenues
for the three months ended September 30, 2008 increased by $8,872 from
$16,000 to $24,872, or (3)% compared to the same period in the preceding year.
The sales increases were primarily attributable to amplifier purchases by
Cellvine.
The
Company has continued to develop and refine its amplifier products for the
wireless communications market. Sales and marketing efforts have been focused
on
Asian markets.
Cost
of
sales was $234,868 or 337% of sales compared to $190,111 or 263% of sales
during the same period for 2007. Gross margin for the three months ended
September 30, 2008 amounted to a loss of $(56,387) compared to a loss of
$(28,945) for the three months ended September 30, 2007.
Selling,
general and administrative expenses increased in 2008 by $55,259 to $158,182
from $102,923 in 2007. Expressed as a percentage of sales, the selling, general
and administrative expenses were 985% in 2008 and 505% in 2007. The principal
factors contributing to the increase were professional fees mostly in connection
with the Cellvine merger.
Research,
engineering and development expenses were $107,020 or 481% of net sales for
the
three months ended September 30, 2008 compared to $102,050 or 535% of net
sales in 2007. In 2008, the principal activity of the business related to the
design and production of product for OEM manufacturers, particularly for the
W-CDMA with DSP control. The research, engineering and development expenses
consist principally of salary cost for engineers and the expenses of equipment
purchases specifically for the design and testing of the prototype products.
Interest
income was $NIL in 2008 and 2007 because we have had no available cash balances
to invest.
Interest
expense and tax penalties were $22,380 in 2008 compared to $24,862 in 2007
with
the reduction attributable to a reduction in payroll tax liabilities
outstanding.
Results
of Operations - The Nine Months Ended September 30, 2008 Compared to Nine Months
Ended September 30, 2007.
Revenues
for the nine months ended September 30, 2008
decreased
by
$(2,451) from $72,225 to $69,774, or (3)% compared to the nine months ended
September 30, 2007.
The
Company has continued to develop and refine its amplifier products for the
wireless communications market. Sales and marketing efforts have been focused
on
Asian markets.
Cost
of
sales was
$234,868
or 337%
of sales
compared to $190,111 or 281% of sales during the same
period
for 2007. The improvement in gross margin was principally due to increased
sales
volume. However, the analysis is not meaningful as sales are still too low
to
develop operating efficiencies to improve gross margins.
Selling,
general and administrative expenses increased in 2008 by $322,679 to $687,155
from $364,476, in 2007. Expressed as a percentage of sales, the selling, general
and administrative (SG&A) expenses were 985% in 2008 and 505% in 2007. The
principal factors contributing to the increase were professional fees, mostly
in
connection with the Cellvine merger.
Research,
engineering and development expenses were $335,615 or 481% of net sales for
the
nine months ended September 30, 2008 compared to $386,209 or 535% of net sales
in 2007.
In
2008
and 2007, the principal activity of the business related to the design and
production of product for OEM manufacturers, particularly for the W-CDMA
amplifier and 3.5 GHz single channel products and refinements to the High Speed
Internet products. The research, engineering and development expenses consist
principally of salary cost for engineers and the expenses of equipment rentals
specifically for the design and testing of the prototype products. The Company's
research and development efforts are influenced by available funds and the
level
of effort required by the engineering staff on customer specific
projects.
We
had
interest income of $169 in 2008 and $NIL in 2007
because
our excess cash balances which we have historically temporarily invested in
interest bearing accounts have been fully depleted.
Interest
expense was $19,262 for 2008 compared to $13,500 in 2007, wth much of the
increase related to Loans Payable to Tek, Ltd. Tax penalties and interest were
$29,021 in 2008 compared to $56,309 in 2007 with the reduction attributable
to a
reduction in older payroll tax delinquencies.
We
incrurred non-cash charges aggergating $111,500 in connection stock issuances
for a loan from an accredited investor and the partial conversion of debt due
to
Tek, Ltd.
As
a
result of the foregoing, the Company incurred net losses of $1,348,488 or $0.02
per share for the nine months ended September 30, 2008 compared with net losses
of $940,164 or $0.02 per share for the same period in 2007.
Liquidity
and Capital Resources
Liquidity
refers to our ability to generate adequate amounts of cash to meet our needs.
We
have been generating the cash necessary to fund our operations from private
placements. We have incurred a loss in each year since inception. It is possible
that we will incur further losses, that the losses may fluctuate, and that
such
fluctuations may be substantial. As of September 30, 2008, we had an accumulated
deficit of $29,353,860. Potential immediate sources of liquidity continued
to be
private placements of common stock short-term loans and advances from Tek,
Ltd..
As
of
September 30, 2008, our current liabilities exceeded our cash and receivables
by
$2,307,542. Our current ratio was 0.03 to 1.00, but our ratio of accounts
receivable to current liabilities was only - to 1.00. While this indicates
that
we will have difficulty meeting our obligations as they come due, we are hopeful
that the merger with Cellvine will help to mitigate this concern, although
we
may still have need for additional liquidity after its consummation. We are
carrying $60,906 in inventory, of which $53,552 represents component parts.
Because of the lead times in our manufacturing process, we will likely need
to
replenish many items before we use everything we now have in stock. Accordingly,
we will need more
cash
to
replenish our component parts inventory before we are able realize cash from
all
of our existing inventories.
As
of
September 30, 2008, we had a bank overdraft of $633 compared to cash in banks
of
$13,917 at December 31, 2007. Accordingly, our cash position declined by $14,550
during 2008. Our cash used for operating activities was $898,080. We received
proceeds from private placements of equity securities of $645,987 during the
nine months ended September 30, 2008. Tek, Ltd., a company wholly owned by
John
C. Lee, loaned the Company $238,659 during the nine months ended September
30,
2008.
The
allowance for doubtful accounts on trade receivables was $9,000 at September
30,
2008. Because of our relatively small number of customers and low sales volume,
accounts receivable balances and allowances for doubtful accounts do not reflect
a consistent relationship to sales. We determine our allowance for doubtful
accounts based on a specific customer-by-customer review of collectiblity.
Our
inventories increased by $18,406 to $60,906 in 2008 compared to $42,500 at
December 31 2007, a increase of 43%.
The
Company continues to explore strategic relationships with ISP's, customers
and
others, which could involve jointly developed products, revenue-sharing models,
investments in or by the Company, or other arrangements. There can be no
assurance that a strategic relationship can be consummated.
With
no
remaining cash and no near term prospects of private placements, options or
warrant exercises and reduced revenues, we could have difficulty meeting our
working capital obligations over the next 12 months. While we may continue
to
have working capital concerns after the consummation of the merger with
Cellvine, we believe that the merger will substantially reduce those concerns.
Should we be unable to consummate the merger with Cellvine, and/or substantially
improve our revenues, there may be serious adverse consequences and,
accordingly, there remains substantial doubt in our ability to remain in
business over the next 12 months. There can be no assurance that the merger
with
Cellvine will close. There can further be no assurance that any financing from
other sources will be available to the Company on acceptable terms, or at all.
If adequate funds are not available, the Company may be required to delay,
scale
back or eliminate its research, engineering and development or manufacturing
programs or obtain funds through arrangements with partners or others that
may
require the Company to relinquish rights to certain of its technologies or
potential products or other assets. Accordingly, the inability to consummate
the
Cellvine merger or obtain financing from other sources could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Critical
Accounting Policies
1.
REVENUE RECOGNITION
Revenue
is recognized upon shipment of products to customers because our shipping terms
are F.O.B. shipping point. And there are generally no rights of return, customer
acceptance protocols, installation or any other post-shipment obligations.
All
of our products are custom built to customer specifications. We provide an
industry standard one-year limited warranty under which the customer may return
the defective product for repair or replacement.
2.
INVENTORIES
Inventories
are stated at the lower of cost or market; cost is determined using the
first-in, first-out method.
As
virtually all of our products are made to customer specifications, we do not
keep finished goods in stock except for completed customer orders that have
not
been shipped. Our work-in-progress generally consists of customer orders that
are in the process of manufacture but are not yet complete at the period end
date. We review all of our components for obsolescence and excess quantities
on
a periodic basis and make the necessary adjustments to net realizable value
as
deemed necessary.
3.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Because
of our small customer base, we determine our allowance for doubtful accounts
based on a specific customer-by-customer review of collectiblity. Therefore,
our
allowance for doubtful accounts and our provision for doubtful accounts may
not
bear a consistent relationship to sales but we believe that this is the most
accurate and conservative approach under our circumstances.
4.
USE OF
ESTIMATES
In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required
to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates. The principal areas
that we use estimates in are: allowance for doubtful accounts; work-in-process
percentage of completion; accounting for stock based employee compensation;
and
inventory net realizable values.
5.
STOCK-BASED EMPLOYEE COMPENSATION
The
proforma disclosures previously permitted are no longer an alternative to
financial statement recognition. Accordingly, the Company has adopted FASB
Statement No. 123R and has recognized $94,467 of stock-based employee
compensation for the nine months ended September 30, 2008.
6.
LOSS
PER SHARE
Statement
of Financial Accounting Standards No.128 (SFAS No. 128), Earnings per Share,
specifies the computation, presentation and disclosure requirements for earnings
per share for entities with publicly held common stock or potential common
stock.
Net
loss
per common share - basic and diluted is determined by dividing the net loss
by
the weighted average number of shares of common stock outstanding. Net loss
per
common share - diluted does not include potential common shares derived from
stock options and warrants because they are antidilutive.
7.
SEGMENT INFORMATION
We
discontinued our internet business to concentrate on our core competence, which
is in the amplifier business. Accordingly, we currently operate in one
segment.
Item
3. CONTROLS AND PROCEDURES
As
required by Rule 13a-15(b) under the Securities Exchange Act of 1934
(the"Exchange Act"), the Company's management, with the participation of the
Company's Chief Executive Officer ("CEO") and Principal Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures
as of the end of the period covered by this report in reaching a reasonable
level of assurance that the information required to be disclosed by the Company
in the reports that it files with the Securities and Exchange Commission (“SEC”)
is recorded, processed, summarized and reported within the time period specified
in the SEC's rules and forms. Based upon that evaluation, the CEO and Principal
Financial Officer concluded that the Company's disclosure controls and
procedures continued to be ineffective as of the end of the period covered
by
this report. The evaluation further disclosed an additional material weakness
in
the areas of revenue recognition.
As
required by Exchange Act Rule 13a-15(d), the Company's management, including
the
Chief Executive Officer and Principal Financial Officer, conducted an evaluation
of the Company's internal control over financial reporting to determine whether
any changes occurred during the fiscal quarter ended March 31, 2007 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. Based on that evaluation,
other than the changes reported in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2007, which remained in effect during the nine
months ended September 30, 2008, there were no other changes during such
quarter.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
See
Note
E to the Company's financial statements set forth in Part I.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
During
the nine months ended September 30, 2008, the Company issued securities as
follows.
In
February 2008, the Company issued 15,250,000 shares of restricted common stock
to various accredited investors for aggregate gross proceeds of
$215,000.
From
May
through September 2008, the Company received $430,987 from escrow representing
the net proceeds of the private placement sale to accredited investors of
472,480 shares of unregistered Series D Preferred Stock. Series D Preferred
stock is convertible into 100 shaes of Common Stock at the rate of 100 shares
of
common to each share of preferred. The preferred shares provide for a
liquidation preference of $.01 per share and full voting rights. The
subscription agreements provide for full anti-dilution rights in connection
with
the Cellvine merger.
Proceeds
with respect to the amounts raised were for general working capital purposes
and
to repay outstanding liabilities related to payroll taxes.
ITEM
3.
DEFAULTS
UPON SENIOR SECURITIES
None
ITEM
4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM
5.
OTHER
INFORMATION.
None.
ITEM
6.
EXHIBITS
(a)
(2)
Exhibits
|
1.1(1)
|
Form
of Underwriting Agreement
|
|
1.2(1)
|
Form
of Selected Dealer Agreement
|
|
1.3(1)
|
Form
of Agreement Among Underwriters
|
|
3.1(1)
|
Certificate
of Incorporation of the Company
|
|
3.2(1)
|
Certificate
of Merger (Delaware)
|
|
3.3(1)
|
Certificate
of Merger (New Jersey)
|
|
3.4(1)
|
Agreement
and Plan of Merger
|
|
3.5(1)
|
By-Laws
of the Company
|
|
3.6(2)
|
Certificate
of Designation of Series A Preferred
Stock
|
|
3.7(3)
|
Certificate
of Amendment to the Certificate of
Incorporation
|
|
4.1(1)
|
Specimen
Certificate for shares of Common
Stock
|
|
4.2(1)
|
Specimen
Certificate for Warrants
|
|
4.3(1)
|
Form
of Underwriter’s Purchase Option
|
|
4.4(1)
|
Form
of Warrant Agreement
|
|
10.1(1)
|
1996
Incentive Stock Option Plan
|
|
10.2(1)
|
Employment
Agreement between the Company and Devendar S.
Bains
|
|
10.3(1)
|
Employment
Agreement between the Company and Tarlochan
Bains
|
|
10.4(1)
|
Employment
Agreement between the Company and Nirmal
Bains
|
|
10.5
|
Intentionally
Omitted
|
|
10.6
|
Intentionally
Omitted
|
|
10.7(1)
|
Agreement
between the Company and Electronic Marketing Associates,
Inc.
|
|
10.8(1)
|
Agreement
between the Company and Link Microtek
Limited.
|
|
10.9(1)
|
Agreement
between the Company and ENS
Engineering.
|
|
10.10(4)
|
Settlement
Agreement between John Chase Lee and the
Company
|
|
10.11(5)
|
2005
Stock Option Plan
|
|
10.12(7)
|
Merger
Agreement and Plan of
Reorganization
|
|
31.1*
|
Certification
of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-
Oxley Act of 2002 (18 U.S.C. Sec.
1350).
|
|
31.2*
|
Certification
of Principal Accounting Officer Pursuant to Section 302 of the
Sarbanes-Oxley
Act of 2002 (18 U.S.C. Sec. 1350).
|
|
32.1*
|
Written
Statement of Principal Executive Officer Pursuant to Section 906
of the
Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section
1350).
|
|
32.2*
|
Written
Statement of Principal Accounting Officer Pursuant to Section 906
of the
Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section
1350).
|
|
(1)
|
Incorporated
by Reference to the Company’s Registration Statement on Form SB-2, No.
333-
11015.
|
|
(2)
|
Incorporated
by Reference to the Company’s Current Report on Form 8-K filed on August
3, 1999.
|
|
(3)
|
Incorporated
by Reference to the Company’s Current Report on Form 8-K filed on November
9,
2005.
|
|
(4)
|
Incorporated
by Reference to the Company’s Current Report on Form 8-K filed on July 21,
2005.
|
|
(5)
|
Incorporated
by Reference to the Company’s Annual Report for December 31, 2005 on Form
10-
KSB
filed on April 6, 2006.
|
|
(6)
|
Incorporated
by Reference to the Company’s Annual Report for December 31, 2006 on Form
10-
KSB
filed on May 18, 2007.
|
|
(7)
|
Incorporated
by Reference to the Company’s Quarterly Report for June 30, 2008 on Form
10-Q
filed
on August 19, 2008.
|
*
Filed
herewith.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
|
|
|
|
|
|
WI-TRON, INC.
|
|
|
|
|
Dated:
November
19, 2008
|
By:
|
/s/
John
C. Lee
|
|
|
Name:
John C. Lee
|
|
|
Title:
Chief
Executive Officer and Director
|
|
|
|
|
|
Dated:
November
19, 2008
|
By:
|
/s/
Tarlochan
S. Bains
|
|
|
Name:
Tarlochan S. Bains
|
|
|
Title:
Vice
President and Principal Accounting Officer
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
10.12
|
|
Merger Agreement and Plan of
Reorganization
|
|
31.1
|
|
Certification of Principal Executive
Officer
Pursuant to Section 302 of the
Sarbanes-
Oxley Act of 2002 (18 U.S.C. Sec. 1350).
|
|
31.2
|
|
Certification of Principal Accounting
Officer
Pursuant to Section 302 of the
Sarbanes-Oxley
Act of 2002 (18 U.S.C. Sec. 1350).
|
|
32.1
|
|
Written Statement of Principal Executive
Officer Pursuant to Section 906 of the
Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section 1350).
|
|
32.2
|
|
Written
Statement of Principal Accounting Officer Pursuant to Section 906 of
the
Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section 1350).
|
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