DELTRON, INC.
Sabena Oeste, Restaurante Princessa Marina
100 Metros Oeste
SNB Abogados, San Jose, Republic de Costa Rica
______________________________________________________________________________
May 30, 2006
Goldie B. Walker
United States Securities and Exchange Commission
Mail Stop 3561
100 F Street NE
Washington, DC USA 20549
Re: Deltron, Inc.
Amendment No. 2 to Registration Statement on Form SB-2
Filed April 20, 2006
File No. 333-130197
Dear Ms. Walker,
In response to your letter of April 26, 2006, we have amended our Registration Statement to address the comments therein.
- We have included the disclosure that "The loan will not be repaid from the proceeds of the offering. When we have sufficient revenue to maintain operations, being generated from the rental of the proposed properties, the Board of Directors will at that time address terms of repayment to Mr. Phillips. This is not expected to occur within the first year of operations. In the event our business plan fails and we are forced to sell the property the loan would be repaid from the proceeds of the sale."
- We have disclosed that the property was purchased from an un-affiliated third party.
We have also updated the financial statements in the filing to March 31, 2006 to comply with requirements regarding the stale date of the financials.
Sincerely,
/s/ Shawn Phillips
Shawn Phillips
President & Director