PLEASE REPLY TO CLEARWATER
FILE NO. 44877.107865
July 7, 2008
Mr. Jay Knight
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Waytronx, Inc. – Revised Schedule 14A |
Dear Mr. Knight:
Waytronx, Inc. has filed a revised preliminary Schedule 14A in response to your telephonic comments. The following revisions have been made:
· | The audited financial statements and pro forma financial statements relating to the acquisition are included as exhibits to this filing. Also, the registrant has files an amendment to its Form 8-K to include the pro forma financial statements. |
· | The interests of the officers and directors of CUI, Inc. are disclosed. |
· | A more detailed description is provided regarding the effects of shareholders not approving the amendment to increase the number of authorized shares. |
· | The registrant has amended language to make it consistent regarding the approval of a simple majority verses plurality. The word “plurality” has been deleted. |
I hope that these revisions are satisfactory to the staff. If so, I would appreciate a telephone call at your earliest convenience so that the registrant may file definitive proxy materials. Thank you for your prompt attention.
Very truly yours,
Michael T. Cronin
MTC/ej/443715