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): January 23, 2007
(January 17, 2007)
WI-TRON, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21931 22-3440510
--------------- -------------------- -------------------
(State or Other (Commission File No.) (IRS Employer
Jurisdiction Identification No.)
Incorporation)
59 LaGrange Street
Raritan, New Jersey 08869
---------------------------------------
(Address of Principal Executive Office)
(908) 253-6870
--------------------------------------------------
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
Item 4.01. Changes in Registrant's Certifying Accountant.
On January 17, 2007, the Registrant's independent auditor KBL, LLP (the
"Former Accountant") advised the Registrant that it declined to stand for
re-election. On the same date, the Registrant appointed Moore & Associates,
Chartered, as its principal accountants. The decision to change accountants was
approved by the Company's board of directors. The Company did not consult with
Moore & Associates Chartered on any matters prior to retaining such firm as its
principal accountants.
The Former Accountant's audit reports on the financial statements of the
Company for the fiscal years ended December 31, 2005 and December 31, 2004
contained no adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2005 and 2004, and through the interim
period ended January 17, 2007, there were no disagreements with the Former
Accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to the satisfaction of the Former Accountant would have caused them
to make reference thereto in their reports on the financial statements for such
periods.
During the years ended December 31, 2005 and 2004, and through the interim
period ended January 17, 2007, the Former Accountant did not advise the Company
with respect to any of the matters described in paragraphs (a)(1)(iv)(A) and (B)
of Item 304 of Regulation S-B, except to advise the Registrant that its internal
controls necessary to develop reliable financial statements were deficient.
On January 22, 2007, the Company provided the Former Accountant with its
disclosures in this Form 8-K disclosing the change in principal accountants and
requested in writing that the Former Accountant furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether or
not they agree with such disclosures. The Former Accountant's response is filed
as an exhibit to this Current Report on Form 8-K.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
16.1 Letter from Former Accountant
2
SIGNATURES
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 thereto duly authorized.
WI-TRON, INC.
Date: January 22, 2007 By: /s/ John Chase Lee
-------------------------------
John Chase Lee, President
3