This amendment has been filed solely for the purpose of amending Note 7
to the financial statements.  For the convenience of the reader, the entire
report has been included.

<PAGE>



                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-QSB/A

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________


                       COMMISSION FILE NUMBER: 0-17345

                               INZON CORPORATION
             (Exact Name of Company as Specified in Its Charter)

             Nevada                               41-1578316
(State or Other Jurisdiction of Incorporation  (I.R.S. Employer
                             or Organization)  Identification No.)

             238 Northeast 1st Avenue, Delray Beach, Florida   33444
             (Address of Principal Executive Offices)        (Zip Code)


                                 (800) 830-6242
                         (Company's Telephone Number)


(Former Name, Former Address, and Former Fiscal Year, if Changed
Since Last Report)

       Indicate by check mark whether the Company (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Company was required to file such
reports), and (2) been subject to such filing requirements for the
past 90 days.  Yes             No      X      .

       Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

	As of March 31, 2006, the Company had 34,719,150 shares of
common stock issued and outstanding.

       Transitional Small Business Disclosure Format (check one): Yes  No [X].


<PAGE>

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
PAGE

	ITEM 1.  FINANCIAL STATEMENTS

	                REVIEW REPORT OF INDEPENDENT REGISTERED
                            PUBLIC ACCOUNTING FIRM                  3

                            BALANCE SHEET AS OF
                            MARCH 31, 2006                          4

               STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED
                            MARCH 31, 2006 AND MARCH 31, 2005       5

               STATEMENTS OF CASH FLOWS
                            FOR THREE MONTHS ENDED
                        MARCH 31, 2006 AND MARCH 31, 2005           6

                        NOTES TO FINANCIAL STATEMENTS               8

	ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS         11

        ITEM 3.  CONTROLS AND PROCEDURES                           21

PART II - OTHER INFORMATION

        ITEM 1.  LEGAL PROCEEDINGS                                 22

            ITEM 2.  UNREGISTERED SALES OF EQUITY
                             SECURITIES AND USE OF PROCEEDS        23

        ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                   23

	ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                             OF SECURITY HOLDERS                   23

        ITEM 5.  OTHER INFORMATION                                 23

        ITEM 6.  EXHIBITS                                          23

SIGNATURES                                                         23



<PAGE>





PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

George Brenner, CPA
A Professional Corporation
10680 W. PICO BOULEVARD, SUITE 260
LOS ANGELES, CALIFORNIA 90064
310/202-6445 - Fax 310/202-6494

REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of InZon Corporation

I have reviewed the accompanying balance sheet of InZon Corporation
as of March 31, 2006, and the related statements of operations and
cash flows for the six months ended March 31, 2006 and 2005. These
financial statements are the responsibility of the Company's
management.

I conducted my review in accordance with standards of the Public
Company Accounting Oversight Board (United States). A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, I do not express
such an opinion.

Based on my review, I am not aware of any material modifications
that should be made to the accompanying financial statements for
them to be in conformity with accounting principles generally
accepted in the United States.

As discussed in Note 3, certain conditions indicate that the Company
may be unable to continue as a going concern. The accompanying
financial statements do not include any adjustments to the financial
statements that might be necessary should the Company be unable to
continue as a going concern. However as discussed in Note 7, the
Company has signed a financing agreement which, if effected, may
have a significant  impact on the Company as a going concern.


/s/  George Brenner, CPA
George Brenner, CPA
Los Angeles, California
May 21, 2006


<PAGE>


                               INZON CORPORATION
                                 BALANCE SHEET
                                 MARCH 31, 2006
                                  (Unaudited)
                                    ASSETS


Current Assets
  Cash in bank                                      $       109,513
  Accounts receivable                                        58,590
  Carriers deposits                                          49,655
                                                            --------
     Total Current Assets                                   217,758

Fixed Assets
  Equipment, Furniture & fixtures- net
    of depreciation  of $77,723                             179,468
                                                            --------
     Total Fixed Assets                                     179,468
                                                            --------
  Trademarks                                                 20,000
  Software - net of amortization of $ 260,964               857,846
  Deferred expenses - net of amortization of $29,018        203,131
                                                            --------
     Total Assets                                    $    1,478,203
                                                     ===============

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Current portion -long term debt                            36,888
  Notes payable                                              97,792
  Accounts payable                                        1,369,426
  Loans payable-related parties                              25,512
  Compensation payable-related parties                      432,841
        Accrued expense                                     110,864
                                                            --------
              Total Current Liabilities                   2,073,323
                                                          ----------
Long Term Liabilities
 Notes payable - equipment                                  139,922
 Less; current portion                                      (36,888)
                    Total Long Term Debt                    103,034
                                                            --------
              Total Liabilities                           2,176,357
                                                          ----------
Stockholders' Deficit
  Common stock, $0.001 par value;
   authorized 500,000,000 shares;
   issued and outstanding 34,719,150 shares                  34,719
  Additional paid-in capital                              1,906,456
  Retained  (deficit)                                    (2,639,329)
                                                         -----------
     Total Stockholders' Deficit                           (698,154)
                                                           ---------
     Total Liabilities and Stockholder Deficit          $ 1,478,203
                                                        ============

            See accompanying notes to financial statements



<PAGE>


                               INZON CORPORATION
                            STATEMENTS OF OPERATIONS
                                 (Unaudited)


<TABLE>
<CAPTION>

                                        Three Months Ended                  Six Months Ended
                                             March 31                           March  31,

                                      2005              2006           2005                 2006
                                     ----------------------------------------------------------------

<S>                                 <C>              <C>             <C>              <C>
Sales                                $   --           $1,673,266      $    --          $  4,421,825
                                     --------         -----------     ---------        -------------
Cost of sales                          7,886           1,689,793         9,787            4,544,484
                                     --------         -----------     ---------        -------------
Gross Profit(Loss)                    (7,886)            (16,527)       (9,787)            (122,659)
                                     --------         -----------     ---------        -------------

Selling, General, and Administrative
  Expenses                           117,883             544,334       202,681              891,097

Depreciation and Amortization         27,441              98,049        84,251              195,249

Interest Charges (Net of Interest
  Income)                                416               4,730           833               35,654
                                     --------         -----------     ---------        -------------

                                     145,740             647,113       287,765            1,122,000
                                     --------         -----------     ---------        -------------

Net Loss Before Income Taxes        (153,626)           (663,640)     (297,552)          (1,244,659)

Income Tax Expense (Benefit)             --                  --            --                   --
                                     --------         -----------     ---------        -------------


Net Loss From Continuing
  Operations                        (153,626)           (663,640)     (297,552)          (1,244,659)

Net Income (Loss)                  $(153,626)          $(663,640)    $(297,552)         $(1,244,659)
                                   ----------          ----------    ==========         ============


Net Loss per share                 $ (0.0051)          $ (0.0191)    $ (0.0099)         $   (0.0370)
                                     --------         -----------    ==========         ============

Weighted Average Number of Common Shares
   Used to Compute Net Income (Loss) per
   Weighted Average Share         30,151,716          34,679,150    29,917,013           33,614,150
                                  -----------         -----------   -----------          ===========


</TABLE>

See accompanying notes to financial statements

<PAGE>


                               INZON CORPORATION
                             STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                       Six Months Ended
                                                           March 31,
                                                     2005             2006
                                                    ------           ------
Cash Flows From Operating Activities
  Net profit (loss)                               $ (297,552)     $ (1,244,659)
  Adjustments to reconcile net profits (loss)
   to net cash used in operating activities:
      Depreciation and amortization                   54,882           195,249
      Stock for services                                 200            35,000
      Forgivness of accrued interest                      --            30,350

Changes in operating assets and liabilities
       Accounts receivable                                --            55,911
       Deposits                                           --           (34,655)
       Accounts payable                                   --         1,016,418
       Accrued employment expense-related parties    210,000            16,425
       Accrued expense-related parties                    --            25,512
       Accrued expense                                21,817            65,717
                                                      -------           -------
       Net Cash Used In
         Operating Activities                        (10,653)          191,618
                                                      -------           -------

Cash Flow From Investing Activities
      Cost of capital acquired                            --           (25,500)
      Equipment                                           --          (104,100)
                                                      -------         ---------

Net Cash used by Investing Activities                     --          (129,600)
                                                      -------         ---------

Cash Flows From Financing Activities
  Convertible Debentures                              50,000                --
  Loan - payments                                    (75,458)         (110,000)
  Loans                                               85,792                --
  Long term liabilities                                   --           (20,347)
                                                      -------          --------

Net Cash Provided By Financing Activities             60,334          (130,347)
                                                      -------         ---------

Increase (Decrease) In Cash and
  Cash Equivalents                                    49,681           (98,679)

Cash and Cash Equivalents at Beginning of Period         260           208,192
                                                         ----          --------
Cash and Cash Equivalents at End of Period         $  49,941         $ 109,513
                                                   ==========        ==========
Supplemental Disclosures of Cash Flow Information
  Cash paid during the period for:
    Interest                                       $      --         $      --
                                                   ==========        ==========
    Income taxes                                   $      --         $      --
                                                   ==========        ==========

Supplemental Information, nonmonetary transactions
    Loans                                          $ 305,482         $      --
                                                   ----------        ----------

Issuance of stock 26,215,944 at$0.0093             $ 243,672         $      --
                                                   ----------        ----------

Noncash Investing and Financing Activities
  200,000 shares at $0.001                         $     200         $      --
                                                   ----------        ----------
  1,750,000 shares @ $0.2857 for debt              $      --         $ 500,000
                                                   ----------        ----------
  350,000 shares @ $0.75 for interest and
    deferred expense                               $      --         $ 262,500
                                                   ----------        ----------
  70,000 shares @ $0.50 for service                $      --         $  35,000
                                                   ----------        ----------



See accompanying notes to financial statements

<PAGE>


INZON CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)


NOTE 1. BASIS OF PRESENTATION

The condensed balance sheet of InZon Corporation, a Nevada
corporation ("Company"), as of March 31, 2006 (unaudited) and the
related statements of operations and cash flows for the six months
ended March 31, 2006 and 2005 (unaudited) are enclosed.  In the
opinion of Company management, all adjustments necessary for a fair
presentation of such financial statements have been included.  Such
adjustments consisted only of normal recurring items.

The financial statements and notes are presented as permitted by
Form 10-QSB and do not contain certain information included in the
Company's annual financial statements and notes contained in the
Form 10-KSB for the fiscal year ended September 30, 2005

Interim Financial Statements.

The interim financial statements included herein have been prepared
by the Company, without audit pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC").  Certain
information and footnote disclosures normally included in annual
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have
been condensed or omitted.  The interim financial statements
reflect, in the opinion of management, all adjustments necessary
(consisting only of normal recurring adjustments) to present a fair
statement of results for the interim periods presented.  The
operating results for any interim period are not necessarily
indicative of the results that may be expected for the fiscal year
ending September 30, 2006.  The accompanying financial statements
should be read in conjunction with the consolidated financial
statements and notes included in the Company's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2005.

NOTE 2:	CRITICAL ACCOUNTING POLICIES

Use of Estimates.

The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of
America requires management of the Company to make estimates and
assumptions that affect the reported amounts of assets and
liabilities at the date of the interim financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Such estimates include, but are not limited to, revenue
recognition and allowances, accrued liabilities, deferred revenue,
loss contingencies and accounting for income taxes.  Actual results
could differ from these estimates.

<PAGE>

Impaired Fair Value of Financial Instruments.

The carrying amounts for the Company's cash, accounts payable,
accrued liabilities, due to stockholder and officers approximate
fair value due to the short-term maturity of these instruments.

Income Taxes.

In February 1992, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes".  SFAS No. 109 required a change from
the deferred method of accounting for income taxes of Accounting
Principles Board Opinion No. 11 to the asset and liability method of
accounting for income taxes.  Under the asset and liability method
of SFAS No. 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled.  Under SFAS No. 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date.  Effective January 1, 1993, the Company adopted SFAS
No. 109.

Earnings (Loss) per Share.

In February 1997, the FASB issued SFAS No. 128, "Earnings per
Share."  SFAS No. 128 simplifies the standards for computing
earnings per share ("EPS") and was effective for financial
statements issued for periods ending after December 15, 1997, with
earlier application not permitted.  Effective January 1, 1998, the
Company adopted SFAS No. 128.  Basic EPS is determined using net
income divided by the weighted average shares outstanding during the
period.  Diluted EPS is computed by dividing net income by the
weighted average shares outstanding, assuming all dilutive potential
common shares were issued.  Since the fully diluted losses per share
for the two quarters of fiscal years 2006 and 2005 were
antidilutive, basic and diluted losses per share are the same.
Accordingly, rights to purchase common issuable upon conversion of
convertible debentures were not included in the calculation of
diluted earnings per common share.

NOTE 3.  GOING CONCERN CONSIDERATIONS

As of March 31, 2006, the Company reported an accumulated deficit of
$2,639,329.  The Company's ability to generate net income and
positive cash flows is dependent on the ability to generate positive
cash flow from operations, as well as the ability to raise
additional capital.  Management is aggressively following strategic
plans to accomplish both objectives, but the success of these plans
is not guaranteed.  As of March 31, 2006, these factors raise
substantial doubt about the Company's ability to continue as a going
concern. (See Note: 7 Financing Agreement)

<PAGE>

NOTE 4 - BUSINESS MERGER

On October 1, 2004, the Company consummated an Agreement and Plan of
Merger with InZon Corporation, a Delaware corporation ("InZon"),
whereby, the Company acquired all the outstanding capital stock of
InZon in exchange for shares in the Company's common stock totaling
26,215,944 shares.  InZon had spent its time primarily on developing
a proprietary software technology since the date of its inception on
May 14, 2004.  Since there was no readily available market for the
Company's shares, the transaction was valued at approximately
$244,000 based upon InZon's net book value at September 30, 2004.
The transaction was accounted for under the purchase method of
accounting that will result in allocating the purchase price based
upon the net assets acquired.

NOTE 5 - RELATED PARTY TRANSACTIONS

Three of the officers and directors of the Company, David Levy,
James Smith and Richard Dea have employment agreements with InZon.;
Each of these agreements is for a term of five years from June 1,
2004 for Messer's Levy and Smith and from October 1, 2005 for Mr.
Dea.  Under these agreements, these individuals will be paid an
annual salary of $240,000, $180,000 and $ 144,000, respectively.
Also, each individual will be entitled to a bonus annually equal to
no less than 1.5% percent of the net profits of the Company (net
profits being defined according to Generally Accepted Accounting
Principles); each may elect to take this bonus in any combination of
cash and stock.  In addition, each employee will be entitled to
certain other medical, dental, and insurance benefits.

NOTE 6 - CONCENTRATION OF REVENUE AND SUPPLIERS

The Company is highly dependent on three customers and two
suppliers. The loss of any of these customers or suppliers could
have an adverse affect on the Company's business.

NOTE 7 - FINANCING AGREEMENT

On March 31, 2006, InZon Corporation (the "Company") entered into
a Securities Purchase Agreement, which is effective March 27, 2006 in the
principal amount of $5,000,000 with Macenta Group, LLC ( the Purchaser),
which is to be funded to the Company during the period from March 31, 2006,
through May 8, 2006, in multiple closings of not less than $1,000,000 each.
To date no funds have been received under this agreement.

In connection with the offering, the Company will issue a quantity of
warrants to purchase common stock at rates to be determiend by reference to
the prices to be paid by the Purchaser at each closing, subject to normal
and ordinary anti-dilution adjustments.

<PAGE>


NOTE 8 - LEGAL PROCEEDINGS

On April 20, 2006 IPEX, Inc (Plaintiff) filed a lawsuit in the
Superior Court of California, in the County of San Diego against the
Company. The plaintiff through the complaint it filed alleges breach
of contract by the Company.  The amount the plaintiff is claiming is
included in the accounts payable.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

	The following discussion and analysis of financial condition and
results of operations is based upon, and should be read in
conjunction with, the Company's unaudited financial statements and
related notes included elsewhere in this Form 10-QSB, which have been
prepared in accordance with accounting principles generally accepted
in the United States.

	The Registrant is a telecommunication service provider of VoIP
(Voice over Internet Protocol) wholesale/retail inbound/outbound
traffic to Tier 1 and Tier 2 Carriers.  The Registrant's VoIP
technology, provides complete voice, fax, data, conference
call and Internet services on a wholesale basis over a private
IP network to international carriers and other communication
service providers in the United States and internationally utilizing
its own worldwide hybrid VoIP/TDM network.  VoIP is a fragmented
market with a number of small companies providing services without a
strong backbone network.  Most of these companies are targeting the
US domestic market, which is very difficult to compete in and does
not provide viable margins.

        The Registrant's hybrid TDM (Traditional Voice) and IP Telephony
technology (or Transitional Telecom technology) uses leading edge
monitoring and management software system employing dynamic routing
to allow for immediate reaction to changing network conditions and
rerouting based on predefined criteria.  These systems employ dynamic
routing that will allow systems to immediately react to changing
network conditions and reroute based on predefined criteria.  A web-
based mechanism will be provided to allow external access for our
customers and suppliers to more readily obtain or offer new rates and
codes.  Currently, this is one of the most time consuming aspects of
daily operations in wholesale telecom.  By streamlining this process,


<PAGE>

the Registrant is able to provide maximum value and compelling niche
appeal to potential customers and suppliers.

        The Registrant network utilizes 60 Hudson Street, New York City
as a collocation center and its equipment are comprised by Cisco
Gateways, SS7  & Emergent Soft Switches providing high performance
telephony applications on its own network.

        The Registrant established a Media division as part of the
company's strategic plan to expand its business into sectors where
similar technologies and infrastructures converge.

        The Registrants Media division acquired the digital distribution
and media broadcast software applications, existing revenue contracts
and all associated intellectual property assets of SAE Group, a
private digital media company. The acquired assets include SAE
Group's software distribution rights, revenue streams from existing
license and maintenance contracts, and all intellectual property,
trademark and capital equipment.

        SAE Group, Inc. (Software Application Engineering) was
established in 1985, to provide computer software development and
related consulting services for a variety of commercial and
governmental service organizations. In 1986, SAE received its first
opportunity in the satellite broadcast industry when it was
contracted to develop a traffic scheduling and billing computer
application for Hughes Television Network(r) (HTN), then a leading
sports backhaul provider. The HTN application became the seed from
which SATCON and later SatConCS applications were developed and, as
word spread of SAE's successful development and implementation of the
HTN system, other broadcast companies came to SAE for customized
solutions.

Results of Operations.
a)  	Revenues and Gross Margin Loss.

	The Company reported revenues of $1,673,266 for three months
period and $ 4,421,825 for the six months period ended March 31.This
compares to zero for the comparable periods ending March  31, 2005.
The increase in sales was due to full operation of the business
during the periods ending in 2006.

        The Company incurred a gross margin loss of  $ (16,527)
for the three months period and ($122,659) for the six months period
ending in March 31, 2006.  During the  same periods ending March 31,
2005 the gross margins were ($ 7,886) and (9,787) respectively.
The gross margin loss is due primarily to the fixed cost of
installing circuits to handle future traffic volumes.  As traffic
volume  increases there will be a positive impact on gross margin
due to the spreading of the fixed cost incurred over higher
revenues.

(b)	Selling, General, and Administrative Expenses.

	Selling, general and administrative expenses of $544,334 were
incurred in the three months period and $891,097 for the six
months period ending March 31, 2006 compared to $117,883 for the
three months and $202,681 for the six months ending  March 31, 2005.
These increases were due to the staffing required to achieve the
increased sales of the Company.

(c)  	Depreciation and Amortization.

        Depreciation and amortization for the three months period was
$98,049 and for the six months period was $ 195,249 ending  March 31,
2006. This compares to $ 27,441 in the three months period and
$84,251 for the six months period ending March 31, 2005.
Depreciation is attributable to the capital equipment and software
acquired for the Company to support its increase of traffic and
operations.

(d)  	Interest Expense.

	The Company incurred interest charges (net of interest income)
of $4,730 in the three months period and $ 35,654 for the six months
period ending March 31, 2006, compared with $ 416 and $ 833 for the
same periods ending March 31, 2005 respectively. The interest
expense is the result of borrowings for the Company to fund its
operations to increase its volume of sales.

<PAGE>

(e)  	Income Tax Benefit.

	At December 31, 2006, the Company had available net operating
loss carryforwards of approximately $2.6 million that may provide
future tax benefits expiring beginning in September 2024. Because of
the uncertainty of future income, the net loss carryforward  has
been reserved.


(f)  	Net Loss.

	The Company reported a net loss of $663,640 for the three
months period and $1,244,659 for the six months period ending March
31, 2006 as compared to a net loss of $153,626 for the respective
three months period and $ 297,552 for the six months period  ending
March 31, 2005.  The increased loss was due primarily to the
increase cost of the operation to support the sales level reached
for the periods.



Capital Expenditures.

        There were material capital expenditures of $104,100 during
the quarter ended March 31, 2006.

Risk Factors Connected with Plan of Operation.

(a)	Need for Additional Financing May Affect Operations and Plan of
Business.

	The Company anticipates, based on currently proposed
assumptions relating to its operations (including with respect to
costs and expenditures and projected cash flow from operations),
that it must seek financing to continue its operations.  Such
financing, when needed, may not be available, or may not be
available on terms acceptable to management.  In the event that the
Company's plans change or its assumptions change (due to
unanticipated expenses, technical difficulties, or otherwise), the
Company would be required to seek additional financing.

	If funding is insufficient at any time in the future, the
Company may not be able to take advantage of business opportunities
or respond to competitive pressures, or may be required to reduce
the scope of its planned product development and marketing efforts,
any of which could have a negative impact on its business and
operating results.  In addition, insufficient funding may have a
material adverse effect on the Company's financial condition, which
could require the Company to:

*  	curtail operations significantly;

*  	sell significant assets;

*  	seek arrangements with strategic partners or other parties that
may require the Company to relinquish significant rights to
products, technologies or markets; or

<PAGE>

*  	explore other strategic alternatives including a merger or sale
of the Company.

	To the extent that the Company raises additional capital
through the sale of equity or convertible debt securities, the
issuance of such securities may result in dilution to existing
stockholders.  If additional funds are raised through the issuance
of debt securities, these securities may have rights, preferences
and privileges senior to holders of common stock and the terms of
such debt could impose restrictions on the Company's operations.
Regardless of whether the Company's access to financing proves to be
inadequate to meet the Company's operational needs, the Company may
seek to compensate providers of services by issuance of stock in
lieu of cash, which may also result in dilution to existing
shareholders.

(b)	Independent Auditors Have Expressed Substantial Doubt Ability
to Continue as a Going Concern.

       In his report dated January 13, 2006, the Company's independent
auditor stated that the financial statements for the year ended
September 30, 2005 were prepared assuming that the Company would
continue as a going concern.  The Company's ability to continue as a
going concern is an issue raised as a result of cash flow
constraint, an accumulated deficit, and recurring losses from
operations.  The Company continues to experience net losses.  The
Company's ability to continue as a going concern is subject to the
ability to generate a profit and/or obtain necessary funding from
outside sources, including obtaining additional funding from the
sale of the Company's securities, increasing sales or obtaining
loans from various financial institutions where possible.  The
continued net losses and stockholders' deficit increases the
difficulty in meeting such goals and there can be no assurances that
such methods will prove successful.


(c)	Competition May Affect Operation of Company.

            The market in the VoIP industry is intensely competitive
and the Company expects competition to continue to increase.  In
addition some competitors in the Company's market have longer
operating histories, significantly greater financial, technical,
marketing and other resources, and greater brand recognition than
the Company does.  The Company also expects to face additional
competition as other established and emerging companies enter the
VoIP market.  To be competitive, the Company believes that it must,
among other things, invest significant resources in developing new
products, improve its current products and maintain customer
satisfaction.  Such investment will increase the Company's expenses
and affect its profitability. In addition, if it fails to make this
investment, the Company may not be able to compete successfully with
its competitors, which could have a material adverse effect on its
revenue and future profitability

(d)	Technological and Market Changes May Affect Operation of
Company.

       The markets in which the Company competes are characterized by
rapid technological change, frequent new product introductions,

<PAGE>

evolving industry standards and changing needs of customers.  There
can be no assurance that the Company's existing products will
continue to be properly positioned in the market or that the Company
will be able to introduce new or enhanced products into the market
on a timely basis, or at all.  Currently, the Company is focusing on
upgrading and introducing new products.  There can be no assurance
that enhancements to existing products or new products will receive
customer acceptance.  As competition in the VoIP industry increases,
it may become increasingly difficult for the Company to be
competitive.

       Risks associated with the development and introduction of new
products include delays in development and changes in VoIP
technology, and operating system technologies that could require the
Company to modify existing products.  There is also the risk to the
Company that there may be delays in initial shipments of new
products.  Further risks inherent in new product introductions
include the uncertainty of price-performance relative to products of
competitors, competitors' responses to the introductions and the
desire by customers to evaluate new products for longer periods of
time.

(e)	New Versions of Company's Products May Contain Errors or
Defects.

       The Company's VoIP technology is complex and, accordingly, may
contain undetected errors or failures when first introduced or as
new versions are released.  This may result in the loss of, or delay
in, market acceptance of the Company's services.  The Company may in
the future discover errors in new services after their commencement
or be required to compensate customers for such limitations or
errors, as a result of which the Company's business, cash flow,
financial condition and results of operations could be materially
adversely affected.

(f)	No Assurance of Successful and Timely Product Development.

	The Company's services and proposed enhancements are at various
stages of development and additional development and testing will be
required in order to determine the technical feasibility and
commercial viability of the products.

	There can be no assurance that the Company's development
efforts will be successfully completed.  The Company's proposed
development schedule may be affected by a variety of factors, many
of which will not be within the control of the Company, including
technological difficulties, access to proprietary technology of
others, delays in regulatory approvals, international operating
licenses, and the availability of necessary funding.  In light of
the foregoing factors, there can be no assurance that the Company
will be able to complete or successfully commercialize its services.
The inability of the Company to successfully complete the
development of new services or to do so in a timely manner, could
force the Company to scale back operations, or cease operations
entirely.

(g)	Market Acceptance May Affect Plan of Business.

	The Company's success is dependent on the market acceptance of
its services.  Despite the increasing demand for VoIP technology,
this industry is not long established and market acceptance of the

<PAGE>

Company's services will be dependent, among other things, upon its
quality, ease of use, speed, reliability, and cost effectiveness.
Even if the advantages of the Company's services are established,
the Company is unable to predict how quickly, if at all, the
services will be accepted by the marketplace.

(h)	Ability to Compete Dependent on Protection of Proprietary
Rights.

       The Company's ability to compete will be dependent in part on
the protection of its potential patents, trademarks, trade names,
service marks and other proprietary rights.  The Company intends to
rely on trade secret and copyright laws to protect the intellectual
property that it plans to develop, but there can be no assurance
that such laws will provide sufficient protection to the Company,
that others will not develop a service that are similar or superior
to the Company's, or that third parties will not copy or otherwise
obtain and use the Company's proprietary information without
authorization.  In addition, certain of the Company's know-how and
proprietary technology may not be patentable.

       The Company may rely on certain intellectual property licensed
from third parties, and may be required to license additional
products or services in the future, for use in the general
operations of its business plan.  There can be no assurance that
these third party licenses will be available or will continue to be
available to the Company on acceptable terms or at all.  The
inability to enter into and maintain any of these licenses could
have a material adverse effect on the Company's business, financial
condition or operating results.

	There is a risk that some of the Company's products may
infringe the proprietary rights of third parties.  In addition,
whether or not the Company's products infringe on proprietary rights
of third parties, infringement or invalidity claims may be asserted
or prosecuted against it and it could incur significant expense in
defending them.  If any claims or actions are asserted against the
Company, it may be required to modify its products or seek licenses
for these intellectual property rights.  The Company may not be able
to modify its products or obtain licenses on commercially reasonable
terms, in a timely manner or at all.  The Company's failure to do so
could have a negative affect on its business and revenues.

(i)  	Dependence on Suppliers May Affect Operation of Company.

       The Company depends upon broadband Internet connections for
moving the traffic of its customers.  There are numerous suppliers
of broadband Internet connection with which the Company can use to
meet its needs for meeting its customer's needs.  The Company does
not foresee a shortage of capacity in the near future but should
such a change occur, it could dramatically impact the Company's
business.  The Company only has limited control over any supplier as
to quality controls and various other factors.

(j)	Control by Officers and Directors Over Affairs of the Company
May Override Wishes of Other Stockholders.

	The Company's officers and directors currently own
approximately 66% of the outstanding shares of the Company's common
stock.  As a result, such persons, acting together, have the ability

<PAGE>

to exercise significant influence over all matters requiring
stockholder approval.  In addition, all decisions with respect to
the management of the Company will be made exclusively by the
officers and directors of the Company.  Investors will only have
rights associated with stockholders to make decisions that affect
the Company.  Accordingly, it could be difficult for the investors
hereunder to effectuate control over the affairs of the Company.

	Therefore, the success of the Company, to a large extent, will
depend on the quality of the directors and officers of the Company.
Accordingly, no person should invest in the Company unless he is
willing to entrust all aspects of the management of the Company to
the officers and directors.

(k)	Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Company.

       The Company's success is dependent upon the hiring of key
administrative personnel.  Only two of the Company's officers,
directors, and key employees have an employment agreement with the
Company (CEO and COO); therefore, there can be no assurance that
these personnel will remain employed by the Company after the
termination of such agreements.  Should any of these individuals
cease to be affiliated with the Company for any reason before
qualified replacements could be found, there could be material
adverse effects on the Company's business and prospects.

(l)	Limitations on Liability, and Indemnification, of Directors and
Officers May Result in Expenditures by Company.

       Under the Company's Articles of Incorporation, as amended and
restated, and its Bylaws, as restated, the Company is permitted to
indemnify directors, officers, employees and agents of the Company.
In addition, the Nevada Revised Statutes provide for permissive
indemnification of officers and directors.  Any indemnification of
directors, officer, employees, or agents could result in substantial
expenditures being made by the Company in covering any liability of
such persons or in indemnifying them.

(m)	Potential Conflicts of Interest May Affect Ability of Officers
and Directors to Make Decisions in the Best Interests of Company.

       The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to
the business of the Company. As a result, certain conflicts of
interest may exist between the Company and its officers and/or
directors that may not be susceptible to resolution.  All of the
potential conflicts of interest will be resolved only through
exercise by the directors of such judgment as is consistent with
their fiduciary duties to the Company.  It is the intention of
management, so as to minimize any potential conflicts of interest,
to present first to the board of directors to the Company, any
proposed investments for its evaluation.

<PAGE>


(n)	Non-Cumulative Voting May Affect Ability of Shareholders to
Influence Company Decisions.
       Holders of the shares are not entitled to accumulate their
votes for the election of directors or otherwise. Accordingly, the
holders of a majority of the shares present at a meeting of
shareholders will be able to elect all of the directors of the
Company, and the minority shareholders will not be able to elect a
representative to the Company's board of directors.

(o)	Absence of Cash Dividends May Affect Investment Value of
Company's Stock.
       The board of directors does not anticipate paying cash
dividends on the shares for the foreseeable future and intends to
retain any future earnings to finance the growth of the Company's
business. Payment of dividends, if any, will depend, among other
factors, on earnings, capital requirements, and the general
operating and financial condition of the Company, and will be
subject to legal limitations on the payment of dividends out of
paid-in capital.

(p)	No Assurance of Public Trading Market and Risk of Low Priced
Securities May Affect Market Value of Company's Stock.

	The Securities and Exchange Commission ("SEC") has adopted a
number of rules to regulate "penny stocks."  Such rules include Rule
3a51-1 and Rules 15g-1 through 15g-9 under the Securities Exchange
Act of 1934, as amended.  Because the securities of the Company may
constitute "penny stocks" within the meaning of the rules (as any
equity security that has a market price of less than $5.00 per share
or with an exercise price of less than $5.00 per share, largely
traded in the Over the Counter Bulletin Board or the Pink Sheets),
the rules would apply to the Company and to its securities.

       The SEC has adopted Rule 15g-9 which established sales
practice requirements for certain low price securities.  Unless the
transaction is exempt, it shall be unlawful for a broker or dealer
to sell a penny stock to, or to effect the purchase of a penny stock
by, any person unless prior to the transaction: (i) the broker or
dealer has approved the person's account for transactions in penny
stock pursuant to this rule and (ii) the broker or dealer has
received from the person a written agreement to the transaction
setting forth the identity and quantity of the penny stock to be
purchased.  In order to approve a person's account for transactions
in penny stock, the broker or dealer must: (a) obtain from the
person information concerning the person's financial situation,
investment experience, and investment objectives; (b) reasonably
determine that transactions in penny stock are suitable for that
person, and that the person has sufficient knowledge and experience
in financial matters that the person reasonably may be expected to
be capable of evaluating the risks of transactions in penny stock;
(c) deliver to the person a written statement setting forth the
basis on which the broker or dealer made the determination (i)
stating in a highlighted format that it is unlawful for the broker
or dealer to affect a transaction in penny stock unless the broker
or dealer has received, prior to the transaction, a written
agreement to the


<PAGE>

transaction from the person; and (ii) stating in a highlighted
format immediately preceding the customer signature line that (iii)
the broker or dealer is required to provide the person with the
written statement; and (iv) the person should not sign and return
the written statement to the broker or dealer if it does not
accurately reflect the person's financial situation, investment
experience, and investment objectives; and (d) receive from the
person a manually signed and dated copy of the written statement.
It is also required that disclosure be made as to the risks of
investing in penny stock and the commissions payable to the broker-
dealer, as well as current price quotations and the remedies and
rights available in cases of fraud in penny stock transactions.
Statements, on a monthly basis, must be sent to the investor listing
recent prices for the Penny Stock and information on the limited
market.

	There is a limited market for the common stock of the Company.
The Company is listed on the Over the Counter Bulletin Board under
the symbol "IZON".  However, an investor may find it difficult to
dispose of, or to obtain accurate quotations as to the market value
of the Company's securities.  The regulations governing penny
stocks, as set forth above, sometimes limit the ability of broker-
dealers to sell the Company's common stock and thus, ultimately, the
ability of the investors to sell their securities in the secondary
market.

	Potential shareholders of the Company should also be aware
that, according to SEC Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and
abuse.  Such patterns include (i) control of the market for the
security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading
press releases; (iii) "boiler room" practices involving high-
pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (iv) excessive and undisclosed bid-ask
differential and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker
dealers after prices have been manipulated to a desired level, along
with the resulting inevitable collapse of those prices and with
consequent investor losses.  The Company's management is aware of
the abuses that have occurred historically in the penny stock
market. Although the Company does not expect to be in a position to
dictate the behavior of the market or of broker dealers who
participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns
from being established with respect to the Company's securities.

(q)	Shares Eligible For Future Sale May Afect Price of Common Stock.

       All of the shares of common stock that are currently held,
directly or indirectly, by management have been issued in reliance
on the private placement exemption under the Securities Act of 1933.
Such shares will not be available for sale in the open market
without separate registration except in reliance upon Rule 144 under
the Securities Act of 1933.  In general, under Rule 144 a person (or
persons whose shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at least one year,
including persons who may be deemed affiliates of the Company (as
that term is defined under that rule) would be entitled to sell
within any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares of common
stock, or the average weekly reported trading volume during the four
calendar weeks preceding such sale, provided that certain current
public information is then available.  If a substantial number of
the shares owned by these shareholders were sold pursuant to Rule
144 or a registered offering, the market price of the common stock
could be adversely affected.


<PAGE>

Critical Accounting Policies.

    	The SEC has issued Financial Reporting release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting
Policies" ("FRR 60"); suggesting companies provide additional
disclosure and commentary on their most critical accounting
policies.  In FRR 60, the SEC defined the most critical accounting
policies as the ones that are most important to the portrayal of a
company's financial condition and operating results, and require
management to make its most difficult and subjective judgments,
often as a result of the need to make estimates of matters that are
inherently uncertain.  Based on this definition, the Company's most
critical accounting policies include the use of estimates in the
preparation of financial statements.  The methods, estimates and
judgments the Company uses in applying these most critical
accounting policies have a significant impact on the results the
Company reports in its financial statements.

	The preparation of the financial statements contained in this
report requires the Company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities.  On an on-going basis, the Company evaluates these
estimates, including those related to revenue recognition and
concentration of credit risk.  The Company bases its estimates on
historical experience and on various other assumptions that is
believes to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other
sources.  Actual results may differ from these estimates under
different assumptions or conditions.


Forward Looking Statements.

	The foregoing plan of operations contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended.  The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-
looking statements.  These are statements that relate to future
periods and include, but are not limited to, statements as to the
Company's estimates as to the adequacy of its capital resources, its
need and ability to obtain additional financing, the features and
benefits of its products, its operating losses and negative cash
flow, and its critical accounting policies.  Forward-looking
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those projected.
These risks and uncertainties include, but are not limited to, those
discussed above, as well as risks related to the Company's ability
to develop new technology and introduce new products and its ability
to protect its intellectual property.  These forward-looking
statements speak only as of the date hereof.  The Company expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any
such statement is based.

<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

       The Company maintains disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities
Exchange Act of 1934, as amended) that are designed to ensure that
information required to be disclosed in our periodic reports filed
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to
our management, including our principal executive officer, to allow
timely decisions regarding required disclosure.

         As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with
the participation of our principal executive officer, of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) of the Exchange Act).  Based upon the evaluation, our
principal executive officer concluded that our disclosure controls
and procedures are effective to ensure that information required to
be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission's rules and forms.

         Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, will be or have been
detected.  These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can
occur because of simple error or mistake.  Additionally, controls
can be circumvented by the individual acts of some persons, by
collusion of two or more people, and/or by management override of
the control.  The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions;
over time, controls may become inadequate because of changes in
conditions, and/or the degree of compliance with the policies and
procedures may deteriorate. Because of the inherent limitations in a
cost-effective internal control system, misstatements due to error
or fraud may occur and not be detected.

Changes in Disclosure Controls and Procedures.

       There were no significant changes in the Company's disclosure
controls and procedures, or in factors that could significantly
affect those controls and procedures, since their most recent
evaluation.

<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

       On April 20, 2006 Ipex, Inc. (plaintiff) filed a lawsuit
against the Company in the Superior Court of California, County of
San Diego. Under the complaint, the plaintiff claims a breach of
contract by the Company and seeks damages in the amount of approximately
$525,000 plus interest, attorneys fees and expenses.  The amount the plaintiff
is claiming is included in the accounts payable.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
 	    PROCEEDS.

      	None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

	Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

	None

ITEM 5.  OTHER

Commencing April 4, 2005, the Company's common stock was cleared by
the NASD for trading on the Over the Counter Bulletin Board under
the symbol "IZON". There was no active trading in the Company's
stock during the period from approximately May 1, 1998, until April
1, 2005, when the Company's business operations were dormant but it
continued filing periodic SEC reports.  Prior to May 1, 1998 (when
the Company was known as "W-J International, Ltd."), the common
stock traded under the symbol "WJIL."

ITEM 6.  EXHIBITS

       Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.

<PAGE>

SIGNATURE

       Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

InZon Corporation


Dated:  June 9, 2006                 By: /s/  David F. Levy
                                        --------------------
                              David F. Levy, Chief Executive Officer


Dated: June 9, 2006                  By: /s/ Richard Dea
                                        -----------------
                              Richard Dea, Chief Financial Officer

<PAGE>


EXHIBIT INDEX

Number		   		       Description

31.1	Rule 13a-14(a)/15d-14(a) Certification of David F. Levy


31.2	Rule 13a-14(a)/15d-14(a) Certification of Richard Dea

32      Section 1350 Certification of David F. Levy and Richard Dea



<PAGE>