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

Date of Report (Date of earliest event reported)
May 21, 2014 (May 19, 2014)

WILESS CONTROLS INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation)

000-54093
(Commission File No.)

3450 St. Denis, Suite 202
Montreal, Quebec, Canada   H2X 3L3
(Address of principal executive offices and Zip Code)

(514) 904-2333
(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 (17 CFR 230.425)
 
 
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 

ITEM 7.01                          REGULATION FD DISCLOSURE.

On May 19, 2014, we have converted approximately $900,000 of our long-term debt.  The conversion was done at $0.30+ per share, indicating the confidence of the debtors with the new direction of Wiless Controls through its May 19, 2014 announcement of a reverse merger with Crio, Inc.(http://www.criobru.com/) of Lindon, UT.

ITEM 9.01                          FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit
Document Description
 
 
99.1
Press Release – May 19, 2014










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 hereunto duly authorized.

Dated this 21st day of May, 2014.

 
WILESS CONTROLS INC.
 
 
 
 
BY:
MICHEL ST-PIERRE
 
 
Michel St-Pierre
 
 
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors






-2-


Exhibit 99.1


Wiless Controls Eliminates Long-Term Debt as Part of
Reverse Merger with Crio

May 19, 2014 – Wiless Controls Inc. (OTCQB:WILS)(the "Company") is pleased to announce that it has converted approximately $900,000 of long-term debt of the Company.  The conversion was done at $0.30+ per share, indicating the confidence of the debtors with the new direction of Wiless Controls through its May 19, 2014 announcement of a reverse merger with Crio, Inc. (http://www.criobru.com/) of Lindon, UT.

Additionally, the Company is pleased to report that it previously made a $135,000 payment to investment firm Asher Enterprises, Inc., in full payment of convertible debt.

As a result of these actions, Wiless Controls becomes completely debt free, other than negligible accounts payable, which will be assumed by Wiless Controls as it is spun-off into a separate entity as part of the reverse merger.

"We could not ask for a better scenario than a clean slate to bring Crio public," commented Nick Hanson, Chairman and Co-Chief Executive Officer of Crio, Inc.  "Debtors agreeing for a conversion at an implied market capitalization in excess of $45 million gives us headroom for growth and demonstrates the extreme confidence that they have in our management and business model as we roll-out our portfolio of CrioBru products in leading retail locations nationwide."

About Crio Inc.
Crio Inc. was built around a revolutionary new product created by Dr. Eric Durtschi – brewed cocoa – globally recognized as a healthy alternative to coffee. Crio is the first company to introduce brewed cocoa to traditional retail channels – grocery stores, coffee shops, online stores – and has established wholesale and distributor relationships worldwide. Crio looks to capitalize on the untapped market of brewed cocoa and its other products, as the first alternative to coffee and tea in the $62 Billion U.S. market.

Mission Statement
Crio Inc., a Utah corporation incorporated on October 12, 2010, was formed to exploit innovations to the cocoa brewing process developed by its founders and to create and develop a market for a healthy alternative beverage to coffee and tea.

Contact:

Eric Durtschi
Nick Hanson
Justin Ely
President & Founder
Co-CEO and Chairman
Co-CEO
eric@criobru.com
nick@criobru.com
justin@criobru.com
1.800.844.4010
1.800.844.4010
1.800.844.4010


FORWARD-LOOKING-STATEMENT: Except for factual statements made herein, the information contained in this press release consists of forward-looking statements that involve risks and uncertainties, including the effect of changing economic conditions, competition within the credit and security industry, customer acceptance of products and other risks and uncertainties. Such forward-looking statements are not guarantees of performance, Wiless Controls Inc. and Crio Inc. results could differ materially from those contained in such statements. These forward-looking statements speak only as of the date of this release, and the companies undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this release.