SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WRIGHT DONALD

(Last)

(First)

(Middle)

3562 ETHAN ALLEN AVE

(Street)

SAN DIEGO

92117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
API Nanotronics Corp. [ APIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								18,000⁽¹⁾⁽²⁾	D
Common Stock								35,000⁽²⁾	I	By Joint Account with Spouse
Common Stock								142,360⁽²⁾	I	By Living Trust with Spouse
Common Stock								6,570⁽²⁾	I	By Spouse IRA account
Common Stock	01/09/2007		P		1,600	A	$2.23	19,600⁽¹⁾	D
Common Stock	02/26/2007		P		6,000	A	$2.96	25,600⁽¹⁾	D
Common Stock	02/27/2007		P		500	A	$2.96	26,100⁽¹⁾	D
Common Stock	02/28/2007		P		2,000	A	$2.85	28,100⁽¹⁾	D
Common Stock	02/28/2007		P		2,000	A	$2.82	30,100⁽¹⁾	D
Common Stock	03/01/2007		P		400	A	$2.77	30,500⁽¹⁾	D
Common Stock	03/01/2007		P		2,000	A	$2.74	32,500⁽¹⁾	D
Common Stock	01/22/2007		P		7,430	A	$2.45	14,000	I	By Spouse IRA account
Common Stock	01/22/2007		P		1,000	A	$2.43	15,000	I	By Spouse IRA account
Common Stock	01/22/2007		P		1,000	A	$2.44	16,000	I	By Spouse IRA account
Common Stock	01/23/2007		P		2,500	A	$2.5	18,500	I	By Spouse IRA account
Common Stock	01/23/2007		P		4,000	A	$2.51	22,500	I	By Spouse IRA account
Common Stock	02/08/2007		P		400	A	$2.85	22,900	I	By Spouse IRA account
Common Stock	02/09/2007		P		600	A	$2.92	23,500	I	By Spouse IRA account
Common Stock	01/11/2007		P		500	A	$2.31	142,860	I	By Living Trust with Spouse
Common Stock	01/11/2007		P		4,500	A	$2.33	147,360	I	By Living Trust with Spouse
Common Stock	01/12/2007		P		4,400	A	$2.35	151,760	I	By Living Trust with Spouse
Common Stock	02/12/2007		P		2,240	A	$2.89	154,000	I	By Living Trust with Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares are held in IRA accounts.

2. Issuer acquired all the stock of API Electronics Group Corp. ("API") on November 6, 2006. These shares represent the shares of issuer that were exchanged for shares of API that were beneficially owned by reporting person on the date of acquisition. The balance of the Form 4 discloses transactions that occurred after the acquisition.

	Donald A. Wright	07/17/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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