UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 2006(March 10, 2006)
WI-TRON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-21931 22-3440510
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
59 LaGrange Street
Raritan, New Jersey 08869
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(Address of Principal Executive Offices)
(908) 253-6870
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Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions(see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Section 3 - Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities.
On March 10, 2006, the Registrant completed a private offering of its
common stock, whereby the Registrant raised gross proceeds of $333,000 and
issued 5,550,000 shares of common stock to accredited investors at $.06 per
share pursuant to Regulation D of the Securities Act of 1933, as amended, and
Rule 506 promulgated thereunder. The Registrant=s officers and directors
directed the sale and received no commissions or other remuneration.
As of March 10, 2006, the Registrant had 28,638,267 shares of common
stock issued and outstanding.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WI-TRON, INC.
Date: March 10, 2006 By: /s/ John Chase Lee
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John Chase Lee, President