UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-QSB
x |
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
2007
|
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
La
Grange Street
Raritan,
New Jersey 08869
(Address
of principal executive offices)
(908)
253-6870
(Issuer's
telephone number)
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Securities Exchange Act of 1934 during the past 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 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 16, 2007 was 36,653,293.
Transitional
Small Business Format (check one); Yes o No x
WI-TRON,
INC.
FORM
10-QSB
NINE
MONTHS ENDED SEPTEMBER 30, 2007
TABLE
OF
CONTENTS
|
|
|
|
|
Item
1
|
Financial
Statements (Unaudited):
|
|
|
|
|
|
Balance
Sheets
|
1-2
|
|
|
|
|
Statements
of Operations
|
3
|
|
|
|
|
Statement
of Cash Flows
|
4
|
|
|
|
|
Statement
of Changes in Stockholders' Deficiency
|
5
|
|
|
|
|
Notes
to Financial Statements
|
6-11
|
|
|
|
Item
2
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
12-17
|
|
|
|
Item
3.
|
Controls
and Procedures
|
17
|
|
|
|
|
|
|
PART
II - OTHER INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
18
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
18
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
18
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
18
|
|
|
|
Item
6.
|
Exhibits
|
19
|
|
|
|
Signatures
|
|
20
|
|
|
|
Exhibits
|
|
21-24
|
PART
I - FINANCIAL INFORMATION
Item
1.
Financial Statements
WI-TRON,
INC.
BALANCE
SHEETS
ASSETS
|
|
September
30,
2007
|
|
December
31,
2006
|
|
|
|
(Unaudited)
|
|
(Reclassified for Comparability)
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
Cash
|
|
$
|
-
|
|
$
|
-
|
|
Accounts
receivable, net of allowance for doubtful accounts of $10,000 and
$1,000
in 2007 and 2006, respectively
|
|
|
1,081
|
|
|
25,077
|
|
Inventories
|
|
|
93,698
|
|
|
94,587
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
94,779
|
|
|
119,664
|
|
|
|
|
|
|
|
|
|
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
|
|
|
(628,883
|
)
|
|
(625,635
|
)
|
|
|
|
10,284
|
|
|
13,532
|
|
SECURITY
DEPOSITS AND OTHER NON-CURRENT ASSETS
|
|
|
5,500
|
|
|
5,500
|
|
TOTAL
ASSETS
|
|
$
|
110,563
|
|
$
|
138,696
|
|
Note: The
balance sheet at December 31, 2006 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the Unites
States for complete financial statements.
THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
WI-TRON,
INC.
BALANCE
SHEETS
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
|
September 30, 2007
|
|
December 31, 2006
|
|
|
|
(Unaudited)
|
|
(Reclassified for Comparability)
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
Overdraft
|
|
$
|
36,545
|
|
$
|
36,140
|
|
Note
payable in connection with Phoenix investor rescission - in
default
|
|
|
10,000
|
|
|
10,000
|
|
Accounts
payable
|
|
|
246,470
|
|
|
142,064
|
|
Notes
payable issued in connection with private placement of common stock,
including accrued interest of $20,515 (2007) and $7,015
(2006)
|
|
|
338,516
|
|
|
325,016
|
|
Accrued
expenses and other current liabilities
|
|
|
197,796
|
|
|
195,575
|
|
Federal
and state payroll taxes, penalties & interest -
delinquent
|
|
|
205,184
|
|
|
1,822
|
|
Loans
payable to Tek, Ltd.
|
|
|
694,807
|
|
|
114,136
|
|
Loans
payable - officers
|
|
|
150,100
|
|
|
150,100
|
|
|
|
|
|
|
|
|
|
Total
current liabilities, representing total liabilities
|
|
|
1,879,418
|
|
|
974,853
|
|
STOCKHOLDERS'
DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Preferred stock, Series C authorized 5,000,000shares
of $.0001 par value; NIL and 131,000shares
issued and outstanding at September 30, 2007 and
December 31, 2006, respectively, with a liquidation
preference of $2 per share (-)
|
|
|
-
|
|
|
13
|
|
|
|
|
|
|
|
|
|
Common
stock - authorized, 100,000,000 shares of $.0001 par value;
50,028,293 shares and 36,928,293 shares issued and
outstanding at September 30, 2007 and December
31, 2006, respectively
|
|
|
5,003
|
|
|
3,694
|
|
|
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
26,005,265
|
|
|
25,999,095
|
|
Accumulated
deficit
|
|
|
(27,779,123
|
)
|
|
(26,838,959
|
)
|
|
|
|
(1,768,855
|
)
|
|
(836,157
|
)
|
|
|
|
|
|
|
|
|
|
|
$
|
110,563
|
|
$
|
138,696
|
|
Note: The
balance sheet at December 31, 2006 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the Unites
States for complete financial statements.
THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
WI-TRON,
INC.
STATEMENTS
OF OPERATIONS (Unaudited)
Nine
Months Ended September 30
|
|
Three Months Ended September 30
|
|
Nine Months Ended September 30
|
|
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
16,000
|
|
|
16,380
|
|
$
|
72,225
|
|
$
|
133,910
|
|
Cost
of goods sold in
2002)
|
|
|
44,945
|
|
|
58,264
|
|
|
190,111
|
|
|
281,169
|
|
Gross
profit (loss)
|
|
|
(28,945
|
)
|
|
(41,884
|
)
|
|
(117,886
|
)
|
|
(147,259
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative, including share- based compensation
(A)
|
|
|
102,923
|
|
|
707,502
|
|
|
364,476
|
|
|
1,121,804
|
|
Research,
engineering and development
|
|
|
102,050
|
|
|
79,011
|
|
|
386,209
|
|
|
255,353
|
|
Total
operating expenses
|
|
|
204,973
|
|
|
786,513
|
|
|
750,685
|
|
|
1,377,157
|
|
Operating
loss
|
|
|
(233,918
|
)
|
|
(828,397
|
)
|
|
(868,571
|
)
|
|
(1,524,416
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonoperating
income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income and other income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,292
|
|
Interest
expense
|
|
|
(4,501
|
)
|
|
(4,501
|
)
|
|
(13,500
|
)
|
|
(13,500
|
)
|
Federal
tax penalties and interest
|
|
|
(20,362
|
)
|
|
(406
|
)
|
|
(56,309
|
)
|
|
(26,558
|
)
|
Settlements
of accounts payable incurred in prior years
|
|
|
-
|
|
|
17,629
|
|
|
-
|
|
|
17,629
|
|
Loss
before income taxes.
|
|
|
(258,781
|
)
|
|
(815,675
|
)
|
|
(938,380
|
)
|
|
(1,543,553
|
)
|
Provision
for income taxes
|
|
|
1,264
|
|
|
-
|
|
|
1,784
|
|
|
625
|
|
NET
LOSS.
|
|
$
|
(260,045
|
)
|
$
|
(815,675
|
)
|
$
|
(940,164
|
)
|
$
|
(1,544,178
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share - basic and diluted
|
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding
|
|
|
50,028,293
|
|
|
34,318,780
|
|
|
49,500,454
|
|
|
30,441,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
Share-based compensation:included in general and administrative
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers
|
|
$
|
-
|
|
$
|
273,365
|
|
$
|
-
|
|
$
|
273,365
|
|
Employees
|
|
|
-
|
|
|
9,689
|
|
|
-
|
|
|
24,585
|
|
Consultants
(1)
|
|
|
-
|
|
|
226,250
|
|
|
-
|
|
|
265,695
|
|
|
|
$
|
-
|
|
$
|
509,304
|
|
$
|
-
|
|
$
|
563,645
|
|
(1)
Paid to a (now former) officer/director and an entity owned by him in
his capacity as a investor/public relations consultant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
WI-TRON,
INC.
STATEMENTS
OF CASH FLOWS (Unaudited)
|
|
Nine Months Ended September 30
|
|
|
|
2007
|
|
2006
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
Net
Loss
|
|
$
|
(940,164
|
)
|
$
|
(1,544,178
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
3,248
|
|
|
3,248
|
|
Provision
for doubtful accounts
|
|
|
9,000
|
|
|
(4,740
|
)
|
Public/investor
relations fees paid by issuance of common stock
|
|
|
-
|
|
|
59,445
|
|
Additional
public/investor relations fees pursuant to consulting
agreement
|
|
|
-
|
|
|
206,250
|
|
Restricted
common stock issued to employee in satisfaction of vacation
pay
|
|
|
-
|
|
|
9,918
|
|
Restricted
common stock issued on employee options exercise
|
|
|
-
|
|
|
7,200
|
|
Amortization
of share based compensation
|
|
|
7,466
|
|
|
7,467
|
|
Officer
compensation from restricted common stock issued at below
market
|
|
|
-
|
|
|
3,200
|
|
Officer
compensation arising from options granted/restricted common stock
issued
pursuant
to new employment agreement and settlement of officer
loans
|
|
|
-
|
|
|
223,879
|
|
Interest
accrued on notes payable
|
|
|
13,500
|
|
|
13,500
|
|
Restricted
common stock issued to officer as reimbursement for legal fees
paid
by him in 2003 with Company shares owned by him
|
|
|
-
|
|
|
46,286
|
|
Changes
in assets and liabilities
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
14,996
|
|
|
7,711
|
|
Inventories
|
|
|
889
|
|
|
16,348
|
|
Prepaid
expenses and other assets
|
|
|
-
|
|
|
1,208
|
|
Delinquent
federal and state payroll taxes, interest and penalties
|
|
|
203,362
|
|
|
(76,968
|
)
|
Accounts
payable and accrued expense
|
|
|
106,627
|
|
|
(162,792
|
)
|
Total
adjustments
|
|
|
359,088
|
|
|
361,160
|
|
Net
cash (used) for operating activities
|
|
|
581,076
|
|
|
(1,183,018
|
)
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
Change
in overdraft
|
|
|
405
|
|
|
|
|
Loans
from Tek, Ltd.
|
|
|
580,671
|
|
|
-
|
|
Proceeds
from shares sold to officer at prices below market
|
|
|
-
|
|
|
10,000
|
|
Repayment
of officer's loans
|
|
|
-
|
|
|
(76,346
|
)
|
Payments
on Phoenix secured promissory note
|
|
|
-
|
|
|
(10,000
|
)
|
Proceeds
from private placements of common stock
|
|
|
-
|
|
|
1,349,000
|
|
Proceeds
from exercise of employee stock options
|
|
|
-
|
|
|
3,000
|
|
Net
cash provided by financing activities
|
|
|
581,076
|
|
|
1,275,654
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
|
|
|
|
92,636
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
|
-
|
|
|
34,998
|
|
Cash
at end of period
|
|
$
|
-
|
|
$
|
127,634
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
Cash
paid for:
Interest
|
|
$
|
NIL
|
|
$
|
NIL
|
|
Income
taxes
|
|
$
|
1,784
|
|
$
|
625
|
|
THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
WI-TRON,
INC.
STATEMENT
OF STOCKHOLDERS' DEFICIENCY (Unaudited)
Nine
Months Ended September 30, 2007
|
|
Series C Convertible Preferred
Stock
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Accumulated
|
|
|
|
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
Capital
|
|
Deficit
|
|
Total
|
|
BALANCE
AT DECEMBER 31, 2006
|
|
|
131,000
|
|
$
|
13
|
|
|
36,928,293
|
|
$
|
3,694
|
|
$
|
25,999,095
|
|
$
|
(26,838,959
|
)
|
$
|
(836,157
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the quarter ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(940,164
|
)
|
|
(940,164
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of preferred stock into common stock
|
|
|
(131,000
|
)
|
|
(13
|
)
|
|
13,100,000
|
|
|
1,309
|
|
|
(1,296
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of share based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,466
|
|
|
|
|
|
7,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE
AT SEPTEMBER 30, 2007
|
|
|
-
|
|
$
|
-
|
|
|
50,028,293
|
|
$
|
5,003
|
|
$
|
26,005,265
|
|
$
|
(27,779,123
|
)
|
$
|
(1,768,855
|
)
|
THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
WI-TRON,
INC.
NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
September
30, 2007
NOTE
A -
NATURE OF OPERATIONS AND ADJUSTMENTS
Wi-Tron,
Inc. designs, manufactures and sells state of the art ultra linear single and
multi channel power amplifiers, cellular base station components, and broadband
wireless products to the worldwide wireless telecommunications
market.
Recent
Developments
On
June
29, 2007, the Company entered into an Agreement and Plan of Merger (the
"Agreement") with Tek Ltd., a New Jersey corporation ("Tek") and John Chase
Lee,
the sole shareholder of Tek and president and CEO of the Registrant
("Lee").
Pursuant
to the Agreement, (a) the Company will form a wholly-owned subsidiary to merge
with and into Tek, whereby Tek is the surviving corporation, and (b) the Company
will issue 40,000,000 shares of its common stock to the shareholders of Tek
in
exchange for all of Tek's outstanding stock. Upon completion of the merger,
the
Company will have 90,528,293 shares of common stock outstanding, with Lee
beneficially owning 54,380,632 shares or approximately 60%. The merger was
scheduled to close on or about July 15, 2007, and is conditioned upon
satisfactory completion of due diligence and other corporate actions. As of
the
date of this filing, the merger has not been consummated.
Recently
Issued Accounting Pronouncements:
In
February, 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities including an amendment of FAS 115, or FAS
159.
This statement provides companies with an option to report selected financial
assets and liabilities at fair value. This statement is effective for fiscal
years beginning after November 15, 2007 with early adoption permitted. We are
assessing FAS No. 159 and have not yet determined the impact that the adoption
of FAS No. 159 will have on our results of operations or financial position,
if
any.
In
September 2006, the FASB issued SFAS No. 158 Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an Amendment of FASB Statements
No. 87, 88, 106, and 132(R). This statement requires a company to recognize
the
funded status of a benefit plan as an asset or a liability in its statement
of
financial position. In addition, a company is required to measure plan assets
and benefit obligations as of the date of its fiscal year-end statement of
financial position. The recognition provision of this statement, along with
additional disclosure requirements, is effective for fiscal years ending after
December 15, 2006, while the measurement date provision is effective for fiscal
years ending after December 15, 2008. Management does not believe that adoption
of this statement will have a material impact on the financial position of
the
Company.
In
September 2006, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the
definition of fair value, establishes a framework for measuring fair value,
and
expands on required disclosures about fair value measurement. SFAS 157 will
be
effective for the Company on January 1, 2008 and will be applied prospectively.
The Company is currently assessing whether adoption of SFAS 157 will have an
impact on our financial
WI-TRON,
INC.
NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
September
30, 2007
statements
but does not believe the adoption of SFAS 157 will have a material impact on
the
Company’s financial position, cash flows, or results of operations.
In
June,
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, an Interpretation of FASB Statement No. 109, Accounting for Income
Taxes (FIN48), to create a single model to address accounting for uncertainty
in
tax positions. FIN 48 clarifies the accounting for income taxes by prescribing
a
minimum recognition threshold a tax position is required to meet before being
recognized in the financial statements. FIN 48 also provides guidance on
derecognition, measurement, classification, interest, and penalties, accounting
in interim periods, disclosure and transition. The Company adopted FIN 48 as
of
January 1, 2007 and the adoption did not have a material impact to the Company's
consolidated financial statements or effective tax rate and did not result
in
any unrecognized tax benefits.
Interest
costs and penalties related to income taxes are classified as interest expense
and general and administrative costs, respectively, in the Company's
consolidated financial statements. For the nine months ended September 30,
2007
and 2006, the Company did not recognize any interest or penalty expense related
to income taxes. The Company is currently subject to a three year statue of
limitations by major tax jurisdictions. The Company files income tax returns
in
the U.S. federal jurisdiction and New Jersey.
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, 2006 included in the Company's Form 10-KSB filed with
the Securities and Exchange Commission on April 6, 2006.
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 and nine month periods ended September 30, 2007 and 2006, (b) the
financial position at September 30, 2007, (c) the statements of cash flows
for
the nine month period ended September 30, 2007 and 2006 , and (d) the changes
in
stockholders' deficiency for the nine month period ended September 30, 2007
have
been made. The results of operations for the three or nine months ended
September 30, 2007 are not necessarily indicative of the results to be expected
for the full year.
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 $940,164 for the
nine months ended September 30, 2007 and has limited cash reserves. Current
liabilities exceed cash and receivables by $1,878,337 indicating that the
Company will have difficulty meetings its financial obligations for
the
WI-TRON,
INC.
NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
September
30, 2007
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
issuances of restricted common stock to an individual who is a public/investor
relations consultant of the Company, as well as the Secretary and a Director.
Additionally, the Company received funds from other private placements and
used
restricted common stock, options and warrants to pay officers and consultants
in
lieu of cash.
As
further discussed in Note F, management intends to seek additional financing,
aggressively market its products, control operating costs and broaden its
product base through development and marketing new products. Accordingly, the
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amount and
classification of liabilities or any other adjustments that might be necessary
should the Company be unable to continue as a going concern in its present
form.
Off-balance
sheet arrangements
We
do not
have any transactions, agreements or other contractual arrangements that
constitute off balance sheet arrangements.
NOTE
C -
STOCKHOLDERS' EQUITY
At
September 30, 2007, 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, 2007, the Company had employee stock options outstanding to
acquire 2,900,000 shares of common stock at exercise prices of $0.15 to $.20
per
share. These option expire at various dates through January 2016.
2. |
Private
Placements of Common Stock and
Debt
|
In
August
2005, the Company completed a private placement of common stock and notes
payable aggregating 600,000 shares with $336,000 in cash proceeds as of December
31, 2005. The offering was represented by 6 units at $56,000 each. Each unit
consists of 100,000 shares of common stock and a $50,000 note payable with
interest at 6%. A total of 600,000 shares were issued in this offering for
a
total of $36,000. The notes, aggregating $300,000, are due upon the earlier
of
the Company completing any financing with gross proceeds in excess of
$1,000,000; or March 1, 2006. Since the Company was unable to repay the notes
on
March 1, 2006. The Company requested and all of the investors agreed to a 90
day
extension on the notes until June 1, 2006 and again through November 2006.
The
Company issued warrants to purchase an aggregate of 600,000 shares of common
stock exercisable at $.20 per share. These notes remain unpaid at September
30,
2007, and the Company may continue to seek further similar
WI-TRON,
INC.
NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
September
30, 2007
extensions
on an ongoing basis. No actions have been taken by the note holders to collect
the balance up to and since September 30, 2007 through the date of this
filing.
3.
Series
C Convertible Preferred Stock
As
of
December 31, 2006, there were 131,000 shares of Series C Convertible Preferred
Stock outstanding, 125,000 of which were owned by John Lee, the Chief Executive
Officer and 6,000 of which were owned by Jessica Lee, the former Chief Financial
Officer. Each share of the preferred stock was convertible into 100 shares
of
common stock (13,100,000 shares of common stock). On January 11, 2007, all
of
the 131,000 outstanding preferred shares were converted into 13,100,000 shares
of common stock.
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 $1,595.
NOTE
F -
LIQUIDITY
The
Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities
in
the normal course of business. The Company has a recent history of significant
losses and has incurred losses of $940,164 and $1,544,178 for the nine months
ended September 30, 2007 and 2006, respectively.
WI-TRON,
INC.
NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
September
30, 2007
Our
financial condition relies on continuing equity investment until, if ever,
we
are successful in commercializing our new product lines and opening up new
geographic regions. During the first six months of 2007 sales revenues were
not
enough to offset operations, SG&A and R&D expenses. Management is
believes that the merger with Tek, Ltd. will provide liquidity to sustain
operations and continue research and development. There is no assurance that
the
merger will take place or that if it occurs, that it will provide the necessary
working capital to sustain operations without additional sales. Our failure
to
consummate that merger 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.
.
From
time-to-time, we have issued stock, options and warrants to satisfy operating
expenses, which provides us with a form of liquidity. Due, in part, to our
prior
lack of earnings, our current net losses, and our current debt level our success
in attracting additional funding has been limited to transactions with
accredited investors. In light of the availability of this type of financing,
the continued use of our equity for these purposes may be necessary if we are
to
sustain operations, prior to reaching operating profitability. Equity financings
of the type we have been required to pursue are dilutive to our stockholders
and
may adversely impact the market price for our shares. Furthermore, we have
been
unable to raise any capital in the manner since 2006 and our operations have
been sustained solely by loans from Tek, Ltd.
The
Company is working to increase sales of legacy systems while simultaneously
developing cutting edge technological designs for near and long term sales
growth. The key to long term growth in the wireless industry is anticipating
and
leading the evolution of power amplifier development. The Company plans to
build
partnerships and marketing strengths from a series of new design
platforms – some of which have already have been developed – in order
to expand market opportunities across technologies, frequency bands and power
ranges.
NOTE
G -
OFFICER LOANS
1. Officer
Loans and Employment Agreements
As
of
September 30, 2007, the Company owes $150,000 to Devendar S. Bains, a former
Chief Executive Officer for loans and unpaid salaries. These balances are
non-interest bearing, unsecured, and have no fixed maturity
date.
WI-TRON,
INC.
NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
September
30, 2007
2. Other
Related Party Transactions
During
the nine months ended September 30, 2007, Tek, Ltd. made purchases of parts,
supplies, services and equipment rentals on behalf of the Company for a total
of
$35,576 and, as per Note I.1., incurred rent to Tek, Ltd of
$54,000.
NOTE
I -
COMMITMENTS AND OTHER COMMENTS
1.
Premises
leases
On
April
22, 2005, concurrent with the closing of the purchase of the building by Tek,
Ltd. ("Tek") a company wholly owned by John Lee, the Company entered into a
non
cancelable operating lease with Tek which commences on June 1, 2005 and expires
on May 31, 2008. Tek is holding a security deposit of $5,500 in connection
with
this lease.The Company is obligated for minimum annual rental payments as
follows:
Year
ending December 31
|
|
|
|
|
2007
|
|
$
|
18,000
|
|
2008
|
|
|
30,000
|
|
|
|
$
|
48,000
|
|
Rent
expense, including the Company's share of real estate taxes, utilities and
other
occupancy costs, was $54,000
and $51,750 for the nine months ended September 30, 2007 and 2006,
respectively.
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"), to make certain
investments in the Company. Due to a dispute among the Parties with respect
to
the terms of the loan transaction, the Company and Phoenix agreed to rescind
their agreement, and 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, 2007 was $10,000.
As
yet, no action has been taken by Phoenix concerning this default.
3. Delinquent
Federal and State Payroll Taxes
We
are
delinquent in paying Federal and State payroll taxes of which we currently
owe
$205,184 including accrued interest and penalties.
PART
I - FINANCIAL INFORMATION
Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
Certain
disclosures in this Quarterly Report on Form 10-QSB include certain
forward-looking statements within the meaning of the safe harbor protections
of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements that include words
such
as "believe," "expect," "should," intend," "may," "anticipate," "likely,"
"contingent," "could," "may," "estimate," or other future-oriented statements,
are forward-looking statements. Such forward-looking statements include, but
are
not limited to, statements regarding our business plans, strategies and
objectives, and, in particular, statements referring to our expectations
regarding our ability to continue as a going concern, realize improved gross
margins, and timely obtain required financing. These forward-looking statements
involve risks and uncertainties that could cause actual results to differ from
anticipated results. The forward-looking statements are based on our current
expectations and what we believe are reasonable assumptions given our knowledge
of the markets; however, our actual performance, results and achievements could
differ materially from those expressed in, or implied by, these forward-looking
statements. Factors, within and beyond our control, that could cause or
contribute to such differences include, among others, the following: the success
of our capital-raising and cost-cutting efforts, developing and marketing new
technology devices, including technological advancements and innovations;
consumer receptivity, preferences and availability and affordability; whether
a
third-party can successfully develop, manufacture and market products that
incorporate our technology; political and regulatory environments and general
economic and business conditions; the effects of our competition; the success
of
our operating, marketing and growth initiatives; development and operating
costs; the amount and effectiveness of our advertising and promotional efforts;
brand awareness; the existence of adverse publicity; changes in business
strategies or development plans; quality and experience of our management;
availability, terms and deployment of capital; labor and employee benefit costs,
as well as those factors in our filings with the Securities and Exchange
Commission, particularly the discussions under "Risk Factors" in our 10KSB
filed
on April 6, 2006. Readers are urged to carefully review and consider the various
disclosures made by us in this report and those detailed from time to time
in
our reports and filings with the SEC.
Our
fiscal year ends on December 31. References to a fiscal year refer to the
calendar year in which such fiscal year ends.
The
following analysis of our financial condition and results of operations for
the
three and nine months ended September 30, 2006 should be read in conjunction
with the Financial Statements and other information presented elsewhere in
this
report and in the Company's 10-KSB annual report filed May 18,
2007.
Results
of Operations - The Three Months Ended September 30, 2007 Compared to Three
Months Ended September 30, 2006.
Revenues
for the nine months ended September 30, 2007 declined by $380 from $16,380
to
$16,000, or 2% compared to the nine months ended September 30, 2006. The
majority of the amplifier sales for the nine months ended September 30, 2007
were obtained from the Wireless Local Loop amplifier products to a European
customer.
We
continue to develop and refine our amplifier products for the wireless
communications market. We have completed the development of our W CDMA amplifier
with DSP control, with sales initially targeted at Asian markets. To this end
product is being submitted to potential customers for evaluation. If we are
successful, we anticipate production orders and as such we are retaining our
core production personnel even though the sales of our older products are
declining.
Cost
of
sales was $44,945 or 281% of sales compared to 356% during the same period
for
2006. Gross margin for the three months ended September 30, 2007 amounted to
a
loss of $(28,945) (181%) compared to a loss of $(41,884) (256%), for the same
period ended September 30, 2006. The Company is continuing to assess cost
reduction and is promoting increased product demand to improve gross margins
in
ensuing periods.
Selling,
general and administrative expenses for the nine months ended September 30,
2007
decreased by $- to $- (approximately - time sales) from $- (approximately -
times sales) for the same period in 2006, principally the result of having
no
share based compensation in the current quarter and reductions in professional
fees. In the quarter ended September 30, 2007, we continued to maintain lower
staffing levels.
Research,
engineering and development expenses were $102,050 or approximately 6 times
net
sales for the nine months ended September 30, 2007 compared to $79,011 or
approximately 5 times net sales in 2006. 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. 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.
Interest
income was $NIL in 2007 and 2006 because we have not been investing our cash
balances in interest bearing accounts due to immediate cash flow
needs.
Interest
expense was $4,501 for the three months ended September 30, 2007 compared to
$4,501 the three months ended September 30, 2006 and was principally related
to
private placement notes payable in the current year and other convertible notes
payable in the preceding year..
As
a
result of the foregoing, the Company incurred net losses of $(260,045) or
$(0.01) per share for the quarter ended September 30, 2007 compared with net
losses of $(815,675) or $(0.02) per share for the same quarter in
2006.
Results
of Operations - The Nine Months Ended September 30, 2007 Compared to Nine Months
Ended September 30, 2006.
Revenues
for the nine months ended September 30, 2007 declined by $61,685 from $133,910
to $72,225, or 46% compared to the nine months ended September 30, 2006.
The
majority of the amplifier sales for the nine months ended September 30, 2007
were obtained from the Wireless Local Loop amplifier products to a European
customer.
Cost
of
sales was $190,111 or approximately 3 times sales compared to $281,169 or 210%
of sales during the same period for 2006. The Company is continuing to assess
cost reduction and is promoting increased product demand to improve gross
margins in 2007.
Selling,
general and administrative expenses decreased for the nine months ended
September 30, 2007 by $(757,328) to $364,476 (including share based compensation
of $NIL) from $1,121,804 in 2006. Expressed as a multiple of sales, the selling,
general and administrative expenses were approximately 5.0 times sales in 2007
and approximately 8 times sales in 2006, principally the result of having no
share based compensation in the current quarter and reductions in professional
fees.
Research,
engineering and development expenses were $386,209 or 535% of net sales for
the
nine months ended September 30, 2007 compared to $255,353 or 191% in 2006.
In
2007, the principal activity of the business related to the design and
production of product for OEM manufacturers, particularly for the W-CDMA
amplifier. 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. 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.
The
Company had other income in 2006 of $3,292. Other income was $NIL in 2007.
Interest
expense was $13,500 in 2007 compared to $13,500 in 2006 and was principally
related to private placement notes payable in the current year and other
convertible notes payable in the preceding year.
As
a
result of the foregoing, the Company incurred net losses of $(940,164) or
$(0.02) per share for the nine months ended September 30, 2007 compared with
net
losses of $(1,544,178) or $(0.05) per share for the same period in
2006.
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 through the
sale
of restricted common stock in private placements and paying officers and
consultants with restricted common stock, options and warrants in lieu of cash.
We have incurred a loss in each year since inception. We expect to incur further
losses, that the losses may fluctuate, and that such fluctuations may be
substantial. As of September 30, 2007 we had an accumulated deficit of
$27,779,123. Potential immediate sources of liquidity are private placements
of
common stock.
As
of
September 30, 2007, our current liabilities exceeded our cash and receivables
by
$1,878,337. Our current ratio was 0.05 to 1.00, but our ratio of accounts
receivable to current liabilities was only NIL to 1.00. This indicates that
we
will have difficulty meeting our obligations as they come due. We are carrying
$93,698 in inventory, of which $26,175 represents component parts. Based on
year
to date usage, we are carrying 88 days worth of parts inventory. 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 to
realize cash from all of
our
existing inventories.
As
of
September 30, 2007, we had an overdraft of $36,545 compared to an overdraft
of
$36,140 at December 31, 2006. Overall our overdraft decreased $(405) during
2007. Our cash used for operating activities was $577,026. This year we repaid
officer loans of $4,050.
Because
of our 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 collectible accounts. At September
30,
2007 and December 31, 2006 no allowance for doubtful accounts was
required.
Our
inventories decreased by $889 to $93,698 in 2007 compared to $94,587 at December
31, 2006, a decrease of 1%.
The
Company has a lease obligation for its premises and certain equipment requiring
minimum monthly payments of approximately $5,500 to $6,000 through
2008.
In
the
past, the officers of the Company have deferred a portion of their salaries
or
provided loans to the Company to meet short-term liquidity requirements. Where
possible, the Company has issued stock or granted warrants to certain vendors
in
lieu of cash payments, and may do so in the future. There can be no assurance
that any additional 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.
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 collectible accounts.
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 $- of stock-based compensation for
the
nine months ended September 30, 2007.
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.
Recently
Issued Accounting Pronouncements:
In
February, 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities including an amendment of FAS 115, or FAS
159.
This statement provides companies with an option to report selected financial
assets and liabilities at fair value. This statement is effective for fiscal
years beginning after November 15, 2007 with early adoption permitted. We
are
assessing FAS No. 159 and have not yet determined the impact that the adoption
of FAS No. 159 will have on our results of operations or financial position,
if
any.
In
September 2006, the FASB issued SFAS No. 158 Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an Amendment of FASB Statements
No. 87, 88, 106, and 132(R). This statement requires a company to recognize
the
funded status of a benefit plan as an asset or a liability in its statement
of
financial position. In addition, a company is required to measure plan assets
and benefit obligations as of the date of its fiscal year-end statement of
financial position. The recognition provision of this statement, along with
additional disclosure requirements, is effective for fiscal years ending
after
December 15, 2006, while the measurement date provision is effective for
fiscal
years ending after December 15, 2008. Management does not believe that adoption
of this statement will have a material impact on the financial position of
the
Company.
In
September 2006, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the
definition of fair value, establishes a framework for measuring fair value,
and
expands on required disclosures about fair value measurement. SFAS 157 will
be
effective for the Company on January 1, 2008 and will be applied prospectively.
The Company is currently assessing whether adoption of SFAS 157 will have
an
impact on our financial statements but does not believe the adoption of SFAS
157
will have a material impact on the Company’s
financial
position, cash flows, or results of operations.
In
June,
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, an Interpretation of FASB Statement No. 109, Accounting for
Income
Taxes (FIN48), to create a single model to address accounting for uncertainty
in
tax positions. FIN 48 clarifies the accounting for income taxes by prescribing
a
minimum recognition threshold a tax position is required to meet before being
recognized in the financial statements. FIN 48 also provides guidance on
derecognition, measurement, classification, interest, and penalties, accounting
in interim periods, disclosure and transition. The Company adopted FIN 48
as of
January 1, 2007 and the adoption did not have a material impact to the Company's
consolidated financial statements or effective tax rate and did not result
in
any unrecognized tax benefits.
Interest
costs and penalties related to income taxes are classified as interest expense
and general and administrative costs, respectively, in the Company's
consolidated financial statements. For the nine months ended September 30,
2007
and 2006, the Company did not recognize any interest or penalty expense related
to income taxes. The Company is currently subject to a three year statue
of
limitations by major tax jurisdictions. The Company files income tax returns
in
the U.S. federal jurisdiction and New Jersey.
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 the 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 were effective as of the end of the period covered by this
report.
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, 2006, which remained in effect during the
quarter ended September 30, 2007, there were no other changes during such
quarter.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None
ITEM
2. CHANGE IN SECURITIES
During
the nine months ended September 30, 2007, the Company issued securities as
follows.
On
January 11, 2007, John C. Lee converted 125,000 shares of preferred stock into
12,500,000 shares of common stock.
On
January 11, 2007, Jessica Lee converted 6,000 shares of preferred stock into
600,000 shares of common stock.
ITEM
3. Defaults Upon Senior Securities.
We
are in
default on payments of principal and interest on the notes payable in connection
with private placement of notes and common stock in the aggregate principal
amount of $300,000 and accrued interest of $38,516.
Item
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item
6. EXHIBITS
The
following is a list of exhibits to this Form 10-QSB:
31.1
-
Certification of the Company's Principal Executive Officer pursuant to Section
302 of the Sarbanes Oxley Act of 2002.
31.2
-
Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1
-
Certification of the Company's Principal Executive Officer pursuant to Section
906 of the Sarbanes Oxley Act of 2002.
32.2
-
Certification of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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.
|
WI-TRON,
INC. |
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Dated:
November 19, 2007
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By:
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/s/
John C. Lee
|
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Name:
|
John
C. Lee
|
|
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Title:
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Chief
Executive Officer,
|
|
|
|
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Dated:
November 19, 2007
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By:
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/s/
Tarlochan S. Bains
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Name:
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Tarlochan
S. Bains
|
|
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Title
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Chief
Financial Officer
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