UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________

FORM 8-K
______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): April 20, 2010

Commission File Number: 0-29195

WAYTRONX, INC.
(Name of Small Business Issuer in Its Charter)
_______________________

Colorado
  
84-1463284
(State or jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification No.)


20050 SW 112th Avenue, Tualatin, Oregon
  
 97062
(Address of Principal Executive Offices)
  
(Zip Code)

(503) 612-2300
(Registrant’s telephone number)
__________________________

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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

 
Item 1.01
Entry into a Material Definitive Agreement.
Item 7.01
Regulation FD Disclosure

On April 20, 2010 the Company issued a press release announcing the retirement of a total of $7,243,059 in debt.  As a result, the Company will post a related gain on debt extinguishments of $5,630,500 for the second quarter of 2010.  A copy of the press release is attached hereto as Exhibit 99.1.  The information in this report furnished pursuant to Items 1.01 and 7.01 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section.  It may only be incorporated by reference in another filing under the Securities Act of 1933, as amended, if such subsequent filing references Items 1.01 and 7.01 of this Form 8-K.

Exhibit 99.1

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 thereunto duly authorized.

Signed and submitted this 20th day of April 2010.

 
Waytronx, Inc.
     
 
By:
      /s/ William J. Clough  
   
William J. Clough, CEO/President