UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12B-25
COMMISSION
FILE NUMBER-0-21931
NOTIFICATION
OF LATE FILING
(CHECK
ONE)
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¨
FORM
10-K AND FORM 10-KSB
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¨
FORM
20-F
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¨
FORM
11-K
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x
FORM
10-Q AND FORM 10-QSB
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¨
FORM
N-SAR
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FOR
PERIOD ENDED September 30, 2008
¨
TRANSITION REPORT ON FORM 10-K AND FORM 10-KSB
¨
TRANSITION REPORT ON FORM 20-F
¨
TRANSITION REPORT ON FORM 11-K
¨
TRANSITION REPORT ON FORM 10-Q AND FORM 10-QSB
¨
TRANSITION REPORT ON FORM N-SAR
FOR
THE TRANSITION PERIOD ENDED: ___________________
READ
INSTRUCTIONS (ON BACK PAGE) BEFORE PREPARING FORM.
PLEASE
PRINT OR TYPE.
NOTHING
IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED
ANY INFORMATION CONTAINED HEREIN.
IF
THE
NOTIFICATION RELATES TO A PORTION OF THE FILING CHECKED ABOVE, IDENTIFY
THE ITEM(S) TO WHICH THE NOTIFICATION RELATES: _______________
PART
I—REGISTRANT INFORMATION
Full
Name
of Registrant: WI-TRON, INC.
Former
Name of Registrant: ______________________
Address
of Principal Executive Office (Street and Number):
59
LAGRANGE STREET, RARITAN, NEW JERSEY 08869
PART
II—RULES 12B-25(B) AND (C)
If
the
subject report could not be filed without unreasonable effort or expense
and
the
registrant seeks relief pursuant to Rule 12b-25b, the following should
be
completed. (Check box if appropriate):
¨
(a)
The
reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
x
(b)
The
subject annual report, semi-annual report, transition report on Forms
10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed
on
or before the fifteenth calendar day following the prescribed due date;
or
the
subject quarterly report or transition report on Forms 10-Q, 10-QSB, or
portion
thereof will be filed on or before the fifth calendar day following the
prescribed
due date; and
¨
(c)
The
accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART
III—NARRATIVE
State
below in reasonable detail the reasons why the Forms 10-K, 10-KSB, 20-F,
11-K,
10-Q,10-QSB, N-SAR, or the transition report or portion thereof, could not
be
filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The
Company has not been able to compile the requisite financial data and
other
narrative information necessary to enable it to have sufficient time to
complete
the Company's Quarterly Report on Form 10-QSB by November 14, 2008, the
required
filing date, without unreasonable effort and expense.
PART
IV—OTHER INFORMATION
(1)
Name
and telephone number of person to contact in regard to this notification
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Tarlochan
S. Bains
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(908)
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253-6870
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(NAME)
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(AREA
CODE)
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(TELEPHONE
NUMBER)
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(2)
Have
all other periodic reports required under Section 13 or 15(d) of the
Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) been filed? If answer is no, identify
report(s). x
Yes
¨
No
(3)
Is it
anticipated that any significant change in results of operations from
the
corresponding period for the last fiscal year will be reflected by the
earnings
statements to be included in the subject report or portion
thereof? x
Yes
¨
No
If
so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate
of the results cannot be made.
Management
anticipates reporting a loss of approximately $345,000 for the three months
ended September 30, 2008 as compared to a loss of approximately $260,000
reported for the same period last year. For the nine months ended September
30,
2008, management anticipates reporting a loss of approximately $1,350,000 as
compared to a loss of approximately $940,000 reported for the same period last
year. We believe that the increased loss primarily results from increases in
professional fees, stock-based compensation and debt conversion
costs.
(Name
of
Registrant as Specified In Charter)
has
caused this notification to be signed on its behalf by the undersigned
hereto
duly authorized
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WI-TRON,
INC.
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By:
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/s/
Tarlochan S. Bains
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Principal
Accounting Officer
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by
any
other duly authorized representative. The name and title of the person
signing
the form shall be typed or printed beneath the signature. If the
statement
is signed on behalf of the registrant by an authorized representative
(other
than an executive officer), evidence of the representative's authority to
sign
on
behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL
MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS
(SEE 18 U.S.C. 1001).
GENERAL
INSTRUCTIONS
1.
This
form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and
Regulations under the Securities Exchange Act of 1934.
2.
One
signed original and four conformed copies of this form and amendments
thereto
must be completed and filed with the Securities and Exchange Commission,
Washington,
D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the form will
be
made a matter of public record in the Commission files.
3.
A
manually signed copy of the form and amendments thereto shall be filed with
each
national securities exchange on which any class of securities of the
registrant
is registered.
4.
Amendments to the notifications must also be filed on form 12b-25 but need
not
restate information that has been correctly furnished. The form shall be
clearly
identified as an amendment notification.