UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB

                                   (Mark One)

              [X] Quarterly report under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                  For the quarterly period ended March 31, 2006

       [ ] Transition report under Section 13 or 15(d) of the Exchange Act

   For the transition period from _______________________ to ________________

                        Commission File Number 333-106160

                                  M-WISE, INC.

        (Exact name of small business issuer as specified in its charter)

                    Delaware                           11-3536906
                    --------                           ----------
        (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)            Identification No.)

                 3 Sapir Street, Herzeliya Pituach, Israel 46852
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 +972-9-9611212
                                 --------------
                (Issuer's telephone number, including area code)

                             All Correspondence to:
                             Arthur S. Marcus, Esq.
                             Sanny J. Barkats, Esq.
                               Gersten Savage LLP
                         600 Lexington Avenue, 9th Floor
                            New York, New York 10022
                                 (212) 752-9700

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                                 Yes [X] No []

The number of shares outstanding of the issuer's common stock, as of May 15,
2006 was 128,902,659.

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


<PAGE>

                                  M-WISE, INC.

                                TABLE OF CONTENTS

                                                                            Page

PART I
FINANCIAL INFORMATION

Item 1.     Financial Statements
               Unaudited Balance Sheet as of March 31, 2006                   2
               Unaudited Statements of Operations for the Three Months
                 Ended March 31, 2006 and 2005                                3
               Unaudited Statements of Cash Flows for the Three Months
                 Ended March 31, 2006 and 2005                                5
               Notes to Unaudited Financial Statements                        6
Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         18
Item 3.     Controls and Procedures                                           22

PART II
OTHER INFORMATION

Item 1      Legal Proceedings                                                 23
Item 2      Changes in Securities and Small Business                          23
            Issuer Purchases of Equity Securities                             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 and Reports on Form 8-K                                  23



<PAGE>

PART I
FINANCIAL INFORMATION

Item 1. Financial Statements




                                  m-Wise, Inc.

                        CONSOLIDATED FINANCIAL STATEMENTS

                     QUARTERS ENDED MARCH 31, 2006 AND 2005






                                    CONTENTS


Report of Independent Registered Public Accounting Firm                 1

Consolidated Balance Sheets                                             2

Consolidated Statements of Operations                                   3

Consolidated Statements of Changes in Stockholders' Deficit             4

Consolidated Statements of Cash Flows                                   5

Notes to Consolidated Financial Statements                         6 - 19


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of m-Wise, Inc.


         We have reviewed the accompanying consolidated balance sheets of
m-Wise, Inc. and subsidiaries (the "Company") as of March 31, 2006 and 2005, and
the related consolidated statements of deficit, operations, change in
stockholders' deficit and cash flows for the three months then ended. These
interim financial statements are the responsibility of the Company's management.

         We conducted our reviews in accordance with standards of the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists primarily of applying analytical procedures and
making inquires of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

         Based on our reviews, we are not aware of any material modifications
that should be made to the consolidated interim financial statements referred to
above for them to be in conformity with accounting principles generally accepted
in the United States of America.

         The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the consolidated financial statements, the Company has suffered recurring
losses since inception which raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters is
also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



                                                       "SF PARTNERSHIP, LLP"


Toronto, Canada                                        CHARTERED ACCOUNTANTS
May 10, 2006

                                      -1-
<PAGE>

m-Wise, Inc.
Consolidated Balance Sheet
March 31, 2006 and 2005

<TABLE>
<CAPTION>
                                                               2006            2005
                                                           ------------    ------------
                                     ASSETS
Current
<S>                                                        <C>             <C>
    Cash                                                   $     20,239    $     28,618
    Accounts receivable - trade (net of allowance for           330,452         233,771
       doubtful accounts of $63,952, 2005, $25,177)
    Prepaid and sundry assets                                    14,235           6,743
                                                           ------------    ------------


                                                                364,926         269,132
Long-term Prepaid Expenses                                       17,658          15,980
Equipment (note 3)                                              155,887         209,755
Deferred Financing Fees                                          22,109          34,737
                                                           ------------    ------------

                                                           $    560,580    $    529,604
                                                           ============    ============
                                   LIABILITIES
Current
    Bank indebtedness                                      $       --      $     17,363
    Trade accounts payable                                       77,019         144,563
    Other payables and accrued liabilities                    1,004,375         876,630
    Billings in excess of costs on uncompleted contracts        163,800          55,786
    Notes payable - current portion                                --            85,300
    Advances from shareholders (note 4)                         450,484            --
                                                           ------------    ------------

                                                              1,695,678       1,179,642
Accrued Severance Pay (note 5)                                   57,202          31,092
Notes Payable (note 6)                                             --         1,810,193
                                                           ------------    ------------


                                                              1,752,880       3,020,927
                                                           ------------    ------------

                            STOCKHOLDERS' DEFICIENCY
Capital Stock (note 7)                                          214,344         118,162
Paid in Capital                                               9,619,964       6,900,084
Accumulated Deficit                                         (11,026,608)     (9,509,569)
                                                           ------------    ------------

                                                             (1,192,300)     (2,491,323)
                                                           ------------    ------------

                                                           $    560,580    $    529,604
                                                           ============    ============
</TABLE>

            (The accompanied notes of the financial statements is an
                       integral part of these statements)

                                      - 2 -

<PAGE>

m-Wise, Inc.
Consolidated Statements of Operations
Quarters Ended March 31, 2006 and 2005


<TABLE>
<CAPTION>
                                                                 2006              2005
                                                             -------------    -------------
<S>                                                          <C>              <C>
Net Sales                                                    $     253,783    $   1,264,549

Cost of Sales                                                       12,947          305,454
                                                             -------------    -------------

Gross Profit                                                       240,836          959,095
                                                             -------------    -------------

Expenses
    General and administrative                                     262,518          306,766
    Research and development                                       135,377          152,447
    Financial                                                      230,058           14,652
                                                             -------------    -------------

                                                                   627,953          473,865
                                                             -------------    -------------

(Loss) Earnings Before Income Taxes                               (387,117)         485,230
                                                             -------------    -------------

    Provision for income taxes - current                              --            121,300
    Income taxes recoverable from loss carryforward                   --           (121,300)
                                                             -------------    -------------

                                                                      --                 --
                                                             -------------    -------------


Net (Loss) Earnings                                          $    (387,117)   $     485,230
                                                             =============    =============

Basic and Fully Diluted (Loss) Earnings Per Share (note 7)   $       (0.00)             0.01
                                                             =============    =============

Basic Weighted Average Number of Shares                        116,868,131       69,506,898
                                                             =============    =============
</TABLE>


              (The accompanied notes of the financial statements is
                     an integral part of these statements)

                                      - 3 -

<PAGE>

m-Wise, Inc.
Consolidated Statements of Stockholders' Deficit
Quarters Ended March 31, 2006 and 2005



<TABLE>
<CAPTION>
                                                    Common Shares
                                                                          Additional
                                             Number of                      Paid in       Accumulated
                                               Shares         Amount        Capital         Deficit
                                            ------------   ------------   ------------    ------------
<S>              <C>                          <C>          <C>            <C>             <C>
Balance, January 1, 2005                      69,506,898   $    118,162   $  6,894,664    $ (9,994,799)

Options vested for employee services                --             --            5,420            --

Net earnings                                        --             --             --           485,230
                                            ------------   ------------   ------------    ------------

Balance, March 31, 2005                       69,506,898        118,162      6,900,084      (9,509,569)
                                            ------------   ------------   ------------    ------------

Balance, January 1, 2006                     113,514,158        192,974      7,399,394     (10,639,491)

Issuance of common stock for repayment of
the notes payable (note 6, 7)                 12,400,448         21,081      1,723,829            --

Issuance of warrants for repayment of
notes payable (note 6, 7)                           --             --          436,228            --

Exercise of stock options                        169,871            289            (18)           --

Options vested for employee services                --             --           60,531            --

Net loss                                            --             --             --          (387,117)
                                            ------------   ------------   ------------    ------------

Balance, March 31, 2006                      126,084,477   $    214,344   $  9,619,964    $(11,026,608)
                                            ------------   ------------   ------------    ------------
</TABLE>

              (The accompanied notes of the financial statements is
                     an integral part of these statements)

                                      - 4 -

<PAGE>

m-Wise, Inc.
Consolidated Statements of Cash Flows
Quarters Ended March 31, 2006 and 2005

<TABLE>
<CAPTION>
                                                                                   2006          2005
Cash Flows from Operating Activities
<S>                                                                            <C>            <C>
    Net (loss) earnings                                                        $  (387,117)   $   485,230
    Adjustments required to reconcile net loss to net cash used in operating
     activities:
      Depreciation                                                                  26,764         29,094
      Wages paid by stock options                                                      271           --
      Financing fee paid by issuance of common shares                              222,104           --
      Employees stock options vested                                                60,531          5,420
                                                                               -----------    -----------
    Net Changes in Assets & Liabilities
      Accounts receivable - trade                                                 (177,418)       (74,029)
      Other receivables                                                               --           (4,379)
      Prepaid and sundry assets                                                     (3,336)           265
      Billings in excess of costs on uncompleted contracts                         150,000       (614,104)
      Trade accounts payable                                                       (17,885)        (3,990)
      Other payables and accrued liabilities                                         7,810         69,753
      Long-term prepaid expenses                                                     4,639         (1,385)
      Deferred financing fees                                                        3,157          3,157
      Accrued severance pay                                                         (1,269)        14,575
                                                                               -----------    -----------

                                                                                  (111,749)       (90,393)
                                                                               -----------    -----------

Cash Flows from Investing Activities
    Acquisition of equipment                                                       (16,736)       (18,070)
                                                                               -----------    -----------

Cash Flows from Financing Activities
    Proceeds from issuance of common stock and warrants for repayment of
       notes payable                                                             1,959,034           --
    Repayment of notes payable                                                  (1,959,034)          --
    Advances from shareholders                                                     159,219           --
    Proceeds from issuance of Promissory Notes                                        --           11,600
    Bank indebtedness - net                                                        (11,068)           627
                                                                               -----------    -----------

                                                                                   148,151         12,227
                                                                               -----------    -----------

Net Increase (Decrease) in Cash                                                     19,666        (96,236)
Cash - beginning of  period                                                            573        124,854
                                                                               -----------    -----------

Cash - end of period                                                           $    20,239    $    28,618
                                                                               ===========    ===========

Interest and Income Taxes Paid
During the quarter, the company had no cash flows arising
    from income taxes and had interest paid as follows:
    Interest paid                                                              $     1,002    $       323
                                                                               ===========    ===========
</TABLE>

              (The accompanied notes of the financial statements is
                     an integral part of these statements)

                                      - 5 -
<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005

1.    Description of Business and Going Concern

      a)    Description of Business

            m-Wise Inc. (the "Company") is a Delaware corporation which develops
            interactive messaging platforms for mobile phone-based commercial
            applications, transactions and information services with internet
            billing capabilities.

            The Company's wholly-owned subsidiary, m-Wise Ltd., is located in
            Israel and was incorporated in 2000 under the laws of Israel.

      b)    Going Concern

            The Company's financial statements are presented on a going concern
            basis, which contemplates the realization of assets and satisfaction
            of liabilities in the normal course of business. The Company has
            experienced recurring losses since inception, has negative cash
            flows from operations with negative working capital that raise
            substantial doubt as to its ability to continue as a going concern.
            For the quarter ended March 31, 2006, the Company experienced net
            losses of $387,117 and a working capital deficit of $1,330,752
            (2004-$910,510)

            The Company is in an industry where operational fluctuation is
            usually higher than other ordinary industries. The accompanying
            financial statements reflect management's current assessment of the
            impact to date of the economic situation on the financial position
            of the Company. Actual results may differ materially from
            management's current assessment.

            The Company's ability to continue as a going concern is also
            contingent upon its ability to secure additional financing,
            continuing sale of its products and sustaining profitable
            operations.

            The Company is pursuing additional financing, there can be no
            assurance that the Company will be able to secure financing when
            needed or obtain such on terms satisfactory to the Company, if at
            all.

            The financial statements do not include any adjustments to reflect
            the possible future effects on the recoverability and classification
            of assets or the amounts and classification of liabilities that may
            result from the possible inability of the Company to continue as a
            going concern.

                                       -6-
<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005

2.    Summary of Significant Accounting Policies

      The accounting policies of the Company are in accordance with U.S.
      generally accepted accounting principles, and their basis of application
      is consistent with that of the previous period. Outlined below are those
      policies considered particularly significant:

      a)    Reporting Currency

            A majority of the  Company's  revenues  are  generated in U.S.
            dollars. In addition, a substantial portion of the Company's costs
            are incurred in U.S. dollars. Management has determined that the
            U.S. dollar will be used as the Company's functional and reporting
            currency.

      b)    Basis of Consolidation

            The  consolidated  financial  statements  include the  operations of
            m-Wise Inc. and its subsidiaries. Intercompany's balances and
            transactions have been eliminated.

      c)    Deferred Financing Fees

            Deferred financing fees relate to a non-interest bearing credit line
            facility of $300,000 provided by a shareholder as disclosed in note
            4. The overdraft from the credit facility is non-interest bearing
            and there are no covenants with which the Company will need to
            comply. The credit line facility has no expiration date and
            management expects to retain the facility for a period of at least
            five years. Accordingly, the fees are being amortized using the
            straight-line method over five years.

      d)    Equipment and Depreciation

            Equipment are stated at cost less accumulated depreciation.
            Depreciation is based on the estimated useful lives of the assets
            and is provided using the undernoted annual rates and methods:

            Furniture and equipment               6-15%          Straight-line
            Computer equipment                      33%          Straight-line
            Leasehold improvements    Straight-line over the term of the lease


                                      -7-


<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005

2.    Summary of Significant Accounting Policies (cont'd)

      e)    Revenue Recognition

            The Company generates revenues from product sales, licensing,
            customer services and technical support.

            Revenues from products sales are recognized on a completed-contract
            basis, in accordance with Staff Accounting Bulletin No. 101 "Revenue
            Recognition in Financial Statements" ("SAB No. 101"), Statement of
            Position 97-2 "Software Revenue Recognition" and Statement of
            Position 81-1 "Accounting for Performance of Construction-Type and
            Certain Production-Type Contracts". The Company has primarily
            short-term contracts whereby revenues and costs in the aggregate for
            all contracts is expected to result in a matching of gross profit
            with period overhead or fixed costs similar to that achieved by use
            of the percentage-of-completion method. Accordingly, financial
            position and results of operations would not vary materially from
            those resulting from the use of the percentage-of-completion method.
            Revenue is recognized only after all three stages of deliverables
            are complete; installation, approval of acceptance test results by
            the customer and when the product is successfully put into real-life
            application. Customers are billed, according to individual
            agreements, a percentage of the total contract fee upon completion
            of work in each stage; approximately 40% for installation, 40% upon
            approval of acceptance tests by the customer and the balance of the
            total contract price when the software is successfully put into
            real-life application. The revenues, less its' associated costs, are
            deferred and recognized on completion of the contract and customer
            acceptance. Amounts received for work performed in each stage are
            not refundable.

            On-going service and technical support contracts are negotiated
            separately at an additional fee. The technical support is separate
            from the functionality of the products, which can function without
            on-going support.

            Technology license revenues are recognized in accordance with SAB
            No. 101 at the time the technology and license is delivered to the
            customer, collection is probable, the fee is fixed and determinable,
            a persuasive evidence of an agreement exists, no significant
            obligation remains under the sale or licensing agreement and no
            significant customer acceptance requirements exist after delivery of
            the technology.

            Revenues relating to customer services and technical support are
            recognized as the services are rendered ratably over the period of
            the related contract.

            The Company does not sell products with multiple deliverables. It is
            management's opinion that EITF 00-21, "Revenue Arrangements With
            Multiple Deliverables" is not applicable.

      f)    Research and Development Costs

            Research and development costs are expensed as incurred.

                                      -8-
<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005


2.    Summary of Significant Accounting Policies (cont'd)

      g)    Use of Estimates

            The preparation of financial statements, in conformity with U.S.
            generally accepted accounting principles, requires management to
            make estimates and assumptions that affect the reported amounts of
            assets and liabilities and disclosure of contingent assets and
            liabilities at the date of the financial statements and the reported
            amounts of revenues and expenses during the reporting period. Actual
            results could differ from those estimates.

      h)    Concentration of Credit Risk

            SFAS No. 105, "Disclosure of Information About Financial Instruments
            with Off-Balance Sheet Risk and Financial Instruments with
            Concentration of Credit Risk", requires disclosure of any
            significant off-balance sheet risk and credit risk concentration.
            The Company does not have significant off-balance sheet risk or
            credit concentration. The Company maintains cash and cash
            equivalents with major Israel financial institutions.

            The Company's provides credit to its clients in the normal course of
            its operations. Depending on their size, financial strength and
            reputation, customers are given credit terms of up to 60 days. The
            Company carries out, on a continuing basis, credit checks on its
            clients and maintains provisions for contingent credit losses which,
            once they materialize, are consistent with management's forecasts.

            For other debts, the Company determines, on a continuing basis, the
            probable losses and sets up a provision for losses based on the
            estimated realizable value.

            Concentration of credit risk arises when a group of clients having a
            similar characteristic such that their ability to meet their
            obligations is expected to be affected similarly by changes in
            economic or other conditions. The Company does not have any
            significant risk with respect to a single client.

      i)    Fair Value of Financial Instruments

            The estimated fair value of financial instruments has been
            determined by the Company using available market information and
            valuation methodologies. Considerable judgment is required in
            estimating fair value. Accordingly, the estimates may not be
            indicative of the amounts the Company could realize in a current
            market exchange. At March 31, 2006 and 2005, the carrying amounts of
            cash equivalents, short-term bank deposits, trade receivables and
            trade payables approximate their fair values due to the short-term
            maturities of these instruments.

                                      -9-
<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005

2.    Summary of Significant Accounting Policies (cont'd)

      j)    Earnings per Common Share

            The Company calculates net earnings per share based on SFAS No. 128,
            "Earnings Per Share". Basic earnings per share is computed by
            dividing net earnings attributable to the common stockholders by the
            weighted average number of common shares outstanding. Fully diluted
            earnings per share is computed similar to basic earnings per share
            except that the denominator is increased to include the number of
            additional common shares that would have been outstanding if the
            potential common shares had been issued and if the additional common
            shares were dilutive.

      k)    Impact of Recently Issued Accounting Standards

            In December 2004, the FASB issued a revision to SFAS No. 123,
            "Share-Based Payment" (Statement 123R). This Statement requires a
            public entity to measure the cost of employee services received in
            exchange for an award of equity instruments based on the grant-date
            fair value of the award (with limited exceptions). That cost will be
            recognized over the period during which the employee is required to
            provide service in exchange for the award requisite service period
            (usually the vesting period). No compensation cost is recognized for
            equity instruments for which employees do not render the requisite
            service. Employee share purchase plans will not result in
            recognition of compensation cost if certain conditions are met;
            those conditions are much the same as the related conditions in
            Statement 123. This Statement is effective for public entities that
            do not file as a small business issuers as of the beginning of the
            first interim or annual reporting period that begins after June 15,
            2005. This Statement applies to all awards granted after the
            required effective date and to awards modified, repurchased, or
            cancelled after that date. The cumulative effect of initially
            applying this Statement, if any, is recognized as of the required
            effective date and is not expected to have a material impact on the
            Company's consolidated financial statements.

            In May 2005, the FASB issued Statement No. 154, Accounting Changes
            and Error Corrections - A Replacement of APB Opinion No. 20 and FASB
            Statement No. 3 (Statement No. 154). Statement No. 154 changes the
            requirements for the accounting for and reporting of a change in
            accounting principle. Statement No. 154 requires retrospective
            application of any change in accounting principle to prior periods'
            financial statements. Statement No. 154 is effective for the first
            fiscal period beginning after December 15, 2005. We do not expect
            the implementation of Statement No. 154 to have a significant impact
            on our consolidated financial statements.

                                      -10-
<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005

3.    Equipment

      Equipment is comprised as follows:

<TABLE>
<CAPTION>
                                                                           2006                               2005
                                                                    Accumulated                        Accumulated
                                                         Cost      Depreciation             Cost      Depreciation
                                                        ------     ------------           -------     ------------
<S>                                                     <C>              <C>                <C>            <C>
      Furniture and equipment                           57,930           27,865             57,747         21,604
      Computer equipment                         $     386,929     $    262,637          $ 531,490      $ 369,027
      Leasehold improvements                            18,810           17,280             37,684         26,535
                                                 -----------------------------------------------------------------
                                                 $     463,669     $    307,782          $ 626,921      $ 417,166
                                                 -----------------------------------------------------------------


      Net carrying amount                                          $   155,887                          $  209,755
                                                                   -----------                          ----------
</TABLE>

4.    Advances from  Shareholders

      The advances from the shareholders are non-interest bearing and have no
      fixed terms of repayment.

      According to an agreement dated January 2003, a shareholder granted a
      credit facility of $300,000 to the Company in return for preferred class
      "C" shares as described in note 7. At the quarter ended March 31, 2006,
      the line of credit has an outstanding balance of $450,484.

5.    Accrued Severance Pay

      The Company accounts for its potential severance liability of its Israel
      subsidiary in accordance with EITF 88-1, "Determination of Vested Benefit
      Obligation for a Defined Benefit Pension Plan". The Company's liability
      for severance pay is calculated pursuant to applicable labour laws in
      Israel on the most recent salary of the employees multiplied by the number
      of years of employment as of the balance sheet date for all employees. The
      Company's liability is fully accrued and reduced by monthly deposits with
      severance pay funds and insurance policies. As at March 31, 2006 and 2005,
      the amount of the liabilities accrued were $113,123 and $76,728
      respectively. Severance pay expenses for the periods ended March 31, 2006
      and 2005 were $590 and $15,124 respectively.

      The deposit funds include profits accumulated up to the balance sheet date
      from the Israeli company. The deposited funds may be withdrawn only upon
      the fulfillment of the obligation pursuant to Israeli severance pay laws
      or labour agreements. Cash surrender values of the deposit funds as at
      March 31, 2006 and 2005 were $55,921 and $45,636 respectively. Income
      earned from the deposit funds for 2006 and 2005 was immaterial.

                                      -11-
<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005


6.    Notes Payable

<TABLE>
<CAPTION>
                                                              2006              2005
      Syntek Capital AG
<S>                                            <C>      <C>               <C>
        - a significant shareholder until July 2002     $  -              $  900,000
      DEP Technology Holdings Ltd.
        - a significant shareholder until July 2002        -                 900,000
      Accrued interest                                     -                  45,236
                                                        ----------------------------



                                                           -               1,845,236
      Less: Current portion                                -                  28,200
                                                        ----------------------------

                                                        $  -             $ 1,817,036
                                                        ============================
</TABLE>

      On March 8, 2006, the above $900,000 note payable to Syntek Capital AG
      ("Syntek") was converted into 6,200,224 common shares of the Company
      pursuant to an agreement dated December 22, 2005.

      In addition, the Company will issue warrants to Syntek for the purchase of
      up to 5,263,158 common shares of the Company at an exercise price of $0.19
      per warrant. As at March 31, 2006, warrants have been issued but not
      exercised.

      On March 8, 2006, the Company entered into an identical agreement with DEP
      Technology Holdings Ltd. ("DEP").

      Under both agreements, the three founding shareholders will transfer
      11.25% of their shareholdings to Syntek and DEP.. As at March 31, 2006,
      only one of the founding shareholders transferred 11.25% of his
      shareholdings or 2,209,259 common shares to each of Syntek and DEP.

      After the above mentioned conversions and transfers are completed, each of
      Syntek and DEP will own 9% of the total outstanding common stock of the
      Company. If the warrants are exercised, their percentage ownership in the
      Company will increase to 13%.


                                      -12-
<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005


7.    Capital Stock

<TABLE>
<CAPTION>

<S>                       <C>                                                           <C>
        Authorized
             210,000,000  Common shares
             170,000,000  Preferred shares
                          Series "A": convertible, voting,  par value of $0.0017 per
                                       share
                          Series "B": 10% non-cumulative dividend, redeemable,
                                       convertible, voting,  par value of $0.0017 per
                                       share
                          Series "C": 10% non-cumulative dividend, convertible,
                                      voting, par value of $0.0017 per share

                                                                                            2006              2005
        Issued and outstanding
             126,084,477  Common shares (2005 - 69,506,898)                      $        214,344  $       118,162
                                                                                 =================================

      Stock warrants and options:

      The Company accounted for its stock options and warrants in accordance
      with SFAS 123 "Accounting for Stock - Based Compensation" and SFAS 148
      "Accounting for Stock - Based compensation - Transition and Disclosure."
      Value of options granted has been estimated by the Black Scholes option
      pricing model. The assumptions are evaluated annually and revised as
      necessary to reflect market conditions and additional experience. The
      following assumptions were used:

                                                                                                 2006     2005
                                                       Israel     International           Israel     International

      Interest rate                                         8%               8%                5%               5%
      Expected volatility                                  80%              80%               50%              50%
      Expected life in years                                 5                7                 6                8

</TABLE>


                                      -13-

<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005


7.    Capital Stock (cont'd)

      Warrants:

      In April 2000, 56,180 warrants, equivalent to 337,080 after the 1 to 6
      forward stock split, were issued to one of the shareholders with his
      preferred Class "A" shares for a total investment of $750,000. Warrants
      will expire in the event of an initial public offering of the Company's
      securities. Warrants have an exercise price for preferred Class "A" shares
      of the Company at $4.45 per share, equivalent to $0.74 after the 1 to 6
      forward stock split. No value has been assigned to the warrants and the
      total investment net of par value of preferred Class "A" shares has been
      presented as additional paid in capital. The warrants for preferred Class
      "A" shares were converted into warrants for common shares on a 1 to 1
      basis during the year.

      In January 2003, the Company issued 180,441 warrants for the Class "B"
      preferred shares of the Company for deferral of debt for legal services
      rendered, which was valued at $10,000. The Warrants will expire in 2010.

      The warrants for preferred Class "B" shares have been converted into
      warrants for common shares during the year at a ratio of 1 to 6.3828125.
      After the conversion, the warrants were further split at the ratio of 1 to
      6 in accordance with the forward stock split of the common shares. After
      the conversion and the forward split, there were 7,025,778 warrants
      outstanding each convertible to 1 common share at par value.

      On December 22, 2005, the Company entered into an agreement with Syntek
      Capital AG, as part of the agreement for conversion of the note payable
      into common shares as mentioned in note 6, whereby the Company issued
      warrants to purchase up to 5,263,158 common shares of the Company at an
      exercise price of $0.19. The value assigned to the warrants was $ 218,114.
      As of March 31, 2006, the warrants have not been converted into common
      shares.

      On February 2, 2006, the Company entered into an identical agreement with
      DEP Technology Holdings Ltd. as mentioned in note 6. The value assigned to
      the warrants was $ 218,114. As of March 31, 2006, the warrants have not
      been converted into common shares.

      Capital Stock:

      In January 2003, the Company issued 4,297,816 common shares, equivalent to
      25,786,896 after the 1 to 6 forward stock split, for $250,000 of offering
      costs with regard to the registration of its securities with the
      Securities Exchange Commission. In November 2003 it was agreed upon by the
      parties that the fair value of the offering costs was only $60,000 and
      therefore 19,786,896 of the post-split shares were forfeited. The offering
      costs have been charged to professional services expense in the year.

      In January 2003, the Company issued 6,315,258 Class "C" preferred shares
      to a shareholder for providing a non-interest bearing credit line facility
      of $300,000. These shares were issues at par value, which approximates the
      fair market value of the financing fees relating to the credit line
      facility. At December 31, 2003 the line of credit has not been utilized.
      The 6,315,258 Class "C" preferred shares were subsequently converted into
      37,891,548 common shares post forward stock split.


                                      -14-
<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005


7.    Capital Stock (cont'd)

      Capital Stock (cont'd):

      On November 19, 2003, the Company, in accordance with the holders, agreed
      to convert all the 268,382 Class "A" and 489,456 Class "B" and 6,315,258
      Class "C" preferred shares into common shares. Following the conversion,
      the Company granted a 1 to 6 forward stock split of its common shares. The
      conversion has been recorded prospectively in the consolidated financial
      statements, while the forward stock split has been recorded retroactively.

      On July 29, 2005, the Company issued 5,000,000 common shares, at par
      value, to its Chief Financial Officer as compensation for services
      rendered from September 2002 to December 2005. It was agreed upon by the
      parties that the fair value of such services was $500,000, all of which
      has been charged to wage expense.

      On March 8, 2006, the Company issued 12,400,448 common shares for
      repayment of the $1,800,000 note payable to Syntek Capital AG ("Syntek")
      and DEP as mentioned in note 6.

      Stock Options:

      In February 2001 the Board of Directors of the Company adopted two option
      plans to allow employees and consultants to purchase ordinary shares of
      the Company.

      Under the Israel 2001 share option plan management authorized stock
      options for 2,403,672 common shares of the Company having a $0.0017
      nominal par value each and an exercise price of $0.0017, and under the
      International 2001 share option plan, stock options for 300,000 common
      shares having a $0.0017 nominal par value each and an exercise price of
      $0.0017. As of March 31, 2006, 3,672 options under the Israel 2001 share
      option plan for common stock were not yet granted.

      In the quarter ended March 31, 2006, a total of 169,871 common stock
      options were exercised by the employees.

      Under the Israel 2003 share option plan management authorized stock
      options (on a post conversion, post split basis) for 16,094,106 preferred
      Class "B" shares, which were converted to options for common shares of the
      Company having a $0.0017 nominal par value each and an exercise price of
      $0.0017, and under the International 2003 share option plan stock options
      (on a post conversion, post split basis) for 25,061,094 preferred Class
      "B" shares which were converted to options for common shares of the
      Company having a $0.0017 nominal par value each and an exercise price of
      $0.0017. On January 5, 2006, the share option plan was amended to
      authorize an additional 1,260,000 stock options and the exercise price per
      share for the new options will be $0.12 for options granted after January
      5, 2006. As of March 31, 2006, 38,256 options under the Israel 2003 share
      option plan were not yet granted.

      On January 12, 2006, 1,260,000 stock options under the Israel 2003 share
      options plan were granted at an exercise price of $0.12.


                                      -15-

<PAGE>


m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005

7.    Capital Stock (cont'd)

      The options vest gradually over a period of 4 years from the date of grant
      for Israel and 10 years (no less than 20% per year for five years for
      options granted to employees) for the International plan. The term of each
      option shall not be more than 8 years from the date of grant in Israel and
      10 years from the date of grant in the International plan. The outstanding
      options that have vested have been expensed in the statements of
      operations as follows:

            Year ended December 31, 2001              $          9,000
            Year ended December 31, 2002                             -
            Year ended December 31, 2003                       384,889
            Year ended December 31, 2004                        25,480
            Year ended December 31, 2005                        13,733
            Quarter ended March 31, 2006                        60,531
                                                      ----------------
                                                      $        493,633

      The following table summarizes the activity of common stock options during
      2005 and 2004:
<TABLE>
<CAPTION>
                                                             2006                               2005
                                                       Israel     International           Israel     International
------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>              <C>              <C>
      Outstanding, beginning of period               3,745,192        1,026,797        18,455,850       25,361,094
         Granted                                     1,260,000          -                -                 -
         Exercised                                   (169,871)          -                -                 -
         Forfeited                                     (1,813)          -                -                 -
------------------------------------------------------------------------------------------------------------------
      Outstanding, end of period                     4,833,508        1,026,797        18,455,850       25,361,094
------------------------------------------------------------------------------------------------------------------
      Weighted average fair value of common
      stock options granted during the
      period                                        $   0.1284       $  -            $   -             $   -
------------------------------------------------------------------------------------------------------------------
      Weighted average exercise price of
      common stock options, beginning of
      period                                        $   0.0017       $   0.0017      $     0.0017      $    0.0017
------------------------------------------------------------------------------------------------------------------
      Weighted average exercise price of
      common stock options granted in the
      period                                        $   0.1200       $   -           $   -             $         -
------------------------------------------------------------------------------------------------------------------
      Weighted average exercise price of
      common stock options, end of
      period                                        $   0.0300       $   0.0017      $     0.0017      $    0.0017
------------------------------------------------------------------------------------------------------------------
      Weighted average remaining
      contractual life of common stock
      options                                          5 years          7 years           6 years          8 years

      The stock options have not been included in the calculation of the diluted
      earnings per share as their inclusion would be antidilution.
</TABLE>

                                      -16-

<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005


8.    Income Taxes

      The Company accounts for income taxes in accordance with SFAS No. 109,
      "Accounting for Income Taxes". This Standard prescribes the use of the
      liability method whereby deferred tax asset and liability account balances
      are determined based on differences between financial reporting and tax
      bases of assets and liabilities and are measured using the enacted tax
      rates. The effects of future changes in tax laws or rates are not
      anticipated.

      Under SFAS No. 109 income taxes are recognized for the following: a)
      amount of tax payable for the current year, and b) deferred tax
      liabilities and assets for future tax consequences of events that have
      been recognized differently in the financial statements than for tax
      purposes. Management determined that accounting values of its assets and
      liabilities recorded are not materially different from their tax values
      and therefore no deferred tax assets/liabilities have been setup to
      account for the temporary differences.

      The Company has deferred income tax assets as follows:

<TABLE>
<CAPTION>
                                                                        2006              2005

      Deferred income tax assets
<S>                                                            <C>                   <C>
        Non-capital losses carried forward                     $      2,654,000      $  2,226,000
        Valuation allowance for deferred income tax assets           (2,654,000)       (2,226,000)
                                                               ----------------------------------
                                                               $           -         $       -
                                                               ==================================
</TABLE>


      The Company provided a valuation allowance equal to the deferred income
      tax assets because it is not presently more likely than not that they will
      be realized.

      As at March 31, 2006, the Company has approximately $10,616,000 in tax
      losses in the United States parent company and insignificant tax losses in
      its Israeli subsidiary. Losses in the United States, if not utilized will
      expire in twenty years from the year of origin as follows:

                    December 31, 2020        $        909,500
                                 2021               2,398,000
                                 2022                 778,000
                                 2023               5,005,000
                                 2024                 581,000
                                 2025                 560,500
                                 2026                 384,000
                                             ----------------
                                             $     10,616,000



                                      -17-
<PAGE>


m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005


9.    Related Party Transactions

      During the period, the Company incurred directors consulting fees and
      salaries in the amount of $55,000 (2005, $50,000). At the quarter-end,
      $568,000 (2005 - $407,000) was unpaid and included in other payables and
      accrued expenses.

      These transactions were in the normal course of business and recorded at
      an exchange value established and agreed upon by the above mentioned
      parties.


10.   Major Customers

      In the quarter ended March 31, 2006, the Company had three major customers
      which accounted for 53%, 16% and 15% of the total revenue respectively.
      84% of the Company's total sales in the March 31, 2006 quarter were in the
      United States. In the quarter ended March 31, 2005, one major customer in
      Asia accounted for 81% of the total revenue.


11.   Commitments

      a) The company is committed under an operating lease for its premises
      expiring June 30, 2006. Minimum annual payments exclusive of taxes,
      insurance, and maintenance costs) under the lease is $13,500. In addition,
      the company is committed under operating vehicle lease as follows:

             Twelve months ended March 31, 2007     $       83,000
             Twelve months ended March 31, 2008             43,000
             Twelve months ended March 31, 2009              5,000
                                                    --------------

                                                    $      131,000
                                                    --------------

      b) On February 10, 2006, the Company entered into an equity financing
      agreement with a Delaware limited partnership ("DLP"), to sell up to
      20,000,000 of the Company's common shares (up to $10,000,000) over the
      course of 36 months. The amount that the Company shall be entitled to
      request from each of the purchase "Puts", shall be equal to either 1)
      $300,000 or 2) 200% of the average daily volume ("ADV") multiplied by the
      average of the 3 daily closing prices immediately preceding the Put date.
      The ADV shall be computed using the 10 trading days prior to the Put Date.
      The Purchase Price for the common stock identified in the Put Notice shall
      be set at 93% of the lowest closing bid price of the common stock during
      the Pricing Period. The Pricing Period is equal to the period beginning on
      the Put Notice date and ending on and including the date that is 5 trading
      days after such Put Date. There are put restrictions applied on days
      between the Put Date and the Closing Date with respect to that Put. During
      this time, the Company shall not be entitled to deliver another Put
      Notice.

      In connection with the equity financing agreement, the Company has issued
      a preliminary prospectus whereby the DLP and a current significant
      shareholder can sell up to 30,000,000 common shares at market value.

                                      -18-

<PAGE>

m-Wise, Inc.
Notes to Financial Statements
March 31, 2006 and 2005


12.   Subsequent Events

      On April 27, 2006, the Company entered into an agreement with its
      consultant whereby the latter will receive 2,818,182 common shares at par
      value of $0.0017 per share as partial payment for services to be rendered
      in addition to a $35,000 cash fee. Total value of the consulting contract
      is approximately $39,800. The issuance of the 2,818,182 common shares were
      registered with the Securities and Exchange Commission on April 28, 2006.






                                      -19-


<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation

The following discussion should be read in conjunction with our consolidated
financial statements and related notes included elsewhere in this Report.

This filing contains forward-looking statements. The words "anticipate,"
"believe," "expect, "plan," "intend," "seek," "estimate," "project," "will,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. These statements include, among others, information regarding future
operations, future capital expenditures, and future net cash flow. Such
statements reflect our management's current views with respect to future events
and financial performance and involve risks and uncertainties, including,
without limitation: (a) the timing of our sales could fluctuate and lead to
performance delays; (b) without additional equity or debt financing we cannot
carry out our business plan; (c) our stockholders have pre-emptive rights to
purchase securities of m-Wise, which could impair our ability to raise capital;
(d) we operate internationally and are subject to currency fluctuations, which
could cause us to incur losses even if our operations are profitable; (e) we are
dependent upon certain major customers, and the loss of one or more of such
customers could adversely affect our revenues and profitability; (f) our
research and development facilities are located in Israel and we have important
facilities and resources located in Israel which could be negatively affected
due to military or political tensions; (g) certain of our officers and employees
are required to serve in the Israel defense forces and this could force them to
be absent from our business for extended periods; (h) the rate of inflation in
Israel may negatively impact our costs if it exceeds the rate of devaluation of
the NIS against the Dollar. Should one or more of these risks or uncertainties
occur, or should underlying assumptions prove to be incorrect, actual results
may vary materially and adversely from those anticipated, believed, estimated or
otherwise indicated. These forward-looking statements speak only as of the date
of this prospectus. Subject at all times to relevant federal and state
securities law disclosure requirements, we expressly disclaim any obligation or
undertaking to disseminate any update or revisions to any forward-looking
statement contained herein to reflect any change in our expectations with regard
thereto or any changes in events, conditions or circumstances on which any such
statement is based. Consequently, all of the forward-looking statements made in
this Report are qualified by these cautionary statements and there can be no
assurance of the actual results or developments.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2006 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
2005.

REVENUES

                                       3
<PAGE>

License fees and products. Revenues from license fees and products decreased 87%
to $135,000 for the three months ended March 31, 2006 from $1,026,850 for the
same period in 2005. The decrease primarily consisted of $1,026,850 revenues
derived in 2005 from our contract with First Advanced Multi-Media Entertainment.

Revenue share.

Revenues from revenue share increased 135% to $37,433 for the three months ended
March 31, 2006 from $15,901 for the same period in 2005. The increase primarily
consisted of revenues from current customers who were not our customers during
the first three months of 2005 and from customers that did not generate revenues
from selling services to end users previously.

Customer services and technical support. Revenues from customer services and
technical support decreased 63% to $81,350 for the three months ended March 31,
2006 from $221,798 for the same period in 2005. The decrease primarily consisted
of $100,106 revenues derived in 2005 from two customers who have ceased the
usage of our support services.

Cost of revenues.

Cost of revenues decreased 96% to $12,947 for the three months ended March 31,
2006 from $305,454 for the same period in 2005. This decrease was primarily due
to lower revenues from License fees and products and revenues from customer
services and technical support.

Operating expenses.

Research and development. Research and development expenses decreased 11% to
$135,377 for the three months ended March 31, 2006 from $152,447 for the same
period in 2005. This decrease was primarily due to a $7,624 decrease in payroll
and related expenses. Research and development expenses, stated as a percentage
of revenues, increased to 53% for the three months ended March 31, 2006 from 12%
for the same period in 2005.

General and administrative.

General and administrative expenses decreased 14% to $262,518 for the three
months ended March 31, 2006 from $306,766 for the same period in 2005. This
decrease was primarily due to a $40,168 decrease in rent expenses and a $37,883
decrease in marketing expenses, partially offset by a $62,080 increase in
payroll and related expenses. General and administrative expenses, stated as a
percentage of revenues, increased to 103% for the three months ended March 31,
2006 from 24% for the same period in 2005.

                                       4
<PAGE>

Financing expenses.

Financing expenses. Our financing expenses increased 1,470% to $230,058 for the
three months ended March 31, 2006 from $14,652 for the same period in 2005. The
increase primarily consisted of $222,104 financing fee paid by issuance of
common shares.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity since our inception have been private sales
of equity securities, stockholder loans, borrowings from banks and to a lesser
extent, cash from operations. We had cash and cash equivalents of $20,239 as of
March 31, 2006 and $573 as of December 31, 2005. Our initial capital came from
an aggregate investment of $1.3 million from Cap Ventures Ltd. To date, we have
raised an aggregate of $5,300,000 from placements of our equity securities
(including the investment by Cap Ventures and a $4,000,000 investment by Syntek
Capital AG and DEP Technology Holdings Ltd.). We have also borrowed an aggregate
of $1,800,000 from Syntek Capital AG and DEP Technology Holdings Ltd. and as of
the date of this prospectus we have no funds available to us under bank lines of
credit. We have a credit line agreement with Miretzky Holdings Limited. As of
March 31, 2006, $450,484 is outstanding under the credit line. The credit line
is for $300,000.The credit line has no termination date and does not provide for
interest payments.

Other than the credit line agreement with Miretzky, we do not have any
commitments from any of our affiliates or current stockholders, or any other
non-affiliated parties, to provide additional sources of capital to us. We will
need approximately $1.0 million for the next twelve months for our operating
costs which mainly include salaries, office rent and network connectivity, which
total approximately $60,000 per month, and for working capital. We intend to
finance this amount from our ongoing sales and through the sale of either our
debt or equity securities or a combination thereof, to affiliates, current
stockholders and/or new investors. Currently we do not believe that our future
capital requirements for equipment and facilities will be material.

Operating activities.

For the three months ended March 31, 2006 we used $111,749 of cash in operating
activities primarily due to our net loss of $387,117 and a $177,418 increase in
accounts receivables, partially offset by $222,104 financing fee paid by
issuance of common shares and $150,000 increase in deferred revenues. In the
same period in 2005 we used $90,393 of cash in operating activities primarily
due to a $614,104 decrease in deferred revenues, partially offset by our net
earnings of $485,230.

Investing and financing activities.

Property and equipment consist primarily of computers, software, and office
equipment. For the three months ended March 31, 2006, net cash used in investing
activities was $16,736 consisting of an investment in equipment. In the same
period in 2005 net cash used in investing activities was $18,070 consisting of
an investment in equipment. For the three months ended March 31, 2006, net cash
provided by financing activities was $148,151 primarily due to a $159,219
increase in advances from shareholder, partially offset by a $11,068 decrease in
bank indebtedness. In the same period in 2005, net cash provided by financing
activities was $12,227 due to a $11,600 increase in notes payables and a $627
increase in bank indebtedness.

                                       5
<PAGE>

DIVIDENDS

We have not paid any dividends on our common stock. We currently intend to
retain any earnings for use in our business, and therefore do not anticipate
paying cash dividends in the foreseeable future.

OFF BALANCE SHEET ARRANGEMENTS

None.

Item 3. Controls and Procedures

With the participation of management, our Chief Executive Officer and Chief
Financial Officer evaluated our disclosure controls and procedures within the 90
days preceding the filing date of this quarterly report. Based upon this
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in ensuring that
material information required to be disclosed is included in the reports that we
file with the Securities and Exchange Commission.

There were no significant changes in our internal control over financial
reporting to the knowledge of our management, or in other factors that have
materially affected or are reasonably likely to materially affect these internal
controls over financial reporting subsequent to the evaluation date.

PART II
OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities

In April 2006, we issued 2,818,182 common shares to a consultant following a
technology consulting agreement we have entered into with him.

Item 3. Default upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

                                       6
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

3.1      Amended and restated Certificate of Incorporation**
3.2      Bylaws**
4.1      Purchase and registration rights agreement and schedule of details**
10.1     Amended and Restated Employment Agreement with Mordechai Broudo**
10.2     Amendment to Amended and Restated Employment Agreement with Mordechai
         Broudo**
10.3     Amended and Restated Employment Agreement with Shay Ben-Asulin**
10.4     Amendment to Amended and Restated Employment Agreement with Shay
         Ben-Asulin**
10.5     Employment Agreement, Gabriel Kabazo**
10.6     Confidentiality rider to Gabriel Kabazo Employment Agreement**
10.7     Employment Agreement Asaf Lewin**
10.8     2003 International Share Option Plan**
10.9     Form of Option Agreement, 2003 International Share Option Plan**
10.10    2001 International Share Option Plan**
10.11    Form of Option Agreement, 2001 International Share Option Plan**
10.12    2003 Israel Stock Option Plan**
10.13    Form of Option Agreement, 2003 Israel Stock Option Plan**
10.14    2001 Israel Share Option Plan**
10.15    Form of Option Agreement, 2001 Israel Share Option Plan**
10.16    Investors' Rights Agreement dated January 11, 2001**
10.17    Stockholders Agreement**
10.18    Agreement for Supply of Software and Related Services dated October 14,
         2002, by and between i Touch plc and m-Wise, Inc.**
10.19    Purchase agreement between m-Wise, Inc. and Comtrend Corporation dated
         May 22, 2002**
10.20    Amended and Restated Consulting agreement between Hilltek Investments
         Limited and m-Wise dated November 13, 2003**
10.21    Consulting agreement between Hilltek Investments Limited and m-Wise
         dated June 24, 2003, subsequently amended see exhibit 10.20 above**
10.22    Amendment to Investors' Rights Agreement dated October 2, 2003**
10.23    Appendices to 2003 Israel Stock Option Plan**
10.24    Appendices to 2001 Israel Share Option Plan**
10.25    Credit Line Agreement between m-Wise, Inc. and Miretzky Holdings,
         Limited dated January 25, 2004**
10.26    Termination and Release Agreement by and among the Company and Syntek
         capital AG. (Incorporated by reference to Exhibit 10.1 of the current
         report on Form 8-K filed on January 13, 2006
10.27    Termination and Release Agreement dated February 2, 2006 by and among
         the Company and DEP Technology Holdings Ltd (Incorporated by reference
         to Exhibit 10.1 of the current report on Form 8-K filed on February 7,
         2006)
21.      List of Subsidiaries** 31.1 Rule 13a-14(a)/15d-14(a) Certification.*
         31.2 Rule 13a-14(a)/15d-14(a) Certification.*
32.1     Certification by the Chairman Relating to a Periodic Report Containing
         Financial Statements. ***
32.2     Certification by the Chief Financial Officer Relating to a Periodic
         Report Containing Financial Statements. ***

-------------
*        Filed herewith.

                                       7
<PAGE>

**     Incorporated by reference from the registration statement filed with
the Securities and Exchange Commission Registration Statement on Form SB-2 (Reg.
No. 333-106160).
***    The Exhibit attached to this Form 10-QSB shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to liability under that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.

(b) Reports on Form 8-K
The Company filed a current report on Form 8-K on January 13, 2006 pursuant to
entering into a Termination and Release Agreement with Syntek capital Ag.The
Company issued Syntek an aggregate of 5,561,994 shares of its common stock and
warrants to purchase 5,263,158 shares shares of its Common stock at $.19 per
shares for a period of three years.

      The Company filed a current report on Form 8-K on February 7, 2006
disclosing that the Company entered into a Termination and Release Agreement
with DEP Technology Holdings Ltd., The Company issued DEP an aggregate of
5,561,994 shares of its common stock and warrants to purchase 5,263,158 shares
of its Common stock at $.19 per shares for a period of three years.




                                       8
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                     M-WISE, INC.
                                                     (Registrant)

Date:  May 15, 2006                                  /s/ Shay Ben-Asulin
                                                     -------------------
                                                     Name:  Shay Ben-Asulin
                                                     Title:  Chairman





                                       9