SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

                   For the fiscal year ended December 31, 2005

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

             For the Transition Period from __________ to __________

                           Commission File No. 0-21931

                                  Wi-Tron, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

<TABLE>
<S>                                                                  <C>
                  Delaware                                           22-3440510
     -------------------------------------------              --------------------------
         (State or Other Jurisdiction                            (I.R.S. Employer
         of Incorporation or Organization)                       Identification No.)

       59 LaGrange Street, Raritan, New Jersey                          08869
     -------------------------------------------                      ---------
       (Address of Principal Executive Offices)                       (Zip Code)
</TABLE>

Issuer's telephone number, including area code: (908) 253-6870

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12 (g) of the Act:  Common Stock

                                (Title of Class)

      Check  whether  the issuer is not  required  to file  reports  pursuant to
Section 13 or 15(d) of the Exchange Act. |_|

      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 |_|

      Check if there is no disclosure of delinquent  filers pursuant to Item 405
of Regulation S-B contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |_|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule12b-2 of the Exchange Act). |_|

      Issuer's revenues for its most recent fiscal year were $471,487

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates of computed by reference to the closing price of such stock as
of March 31, 2006, was approximately $2,095,726.

      The number of shares outstanding of the issuer's common stock as of March
31, 2006 was 30,113,267

      Documents Incorporated by Reference: None

      Transitional Small Business Disclosure Format Yes |_| No |X|


                                       1
<PAGE>

                           FORWARD LOOKING STATEMENTS

      This Annual Report and any documents incorporated herein by reference,  if
any, contain  forward-looking  statements that have been made within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  These  forward-looking  statements
refer to our  business,  financial  condition  and  prospects  that  reflect our
management's  assumptions and beliefs based on information  currently available.
We can give no assurance that the expectations indicated by such forward-looking
statements will be realized.  If any of our assumptions  should prove incorrect,
or if any of the risks and  uncertainties  underlying such  expectations  should
materialize,  our actual results may differ  materially  from those indicated by
the forward-looking statements.

      There may be other risks and  circumstances  that management may be unable
to predict.  When used in this  Report,  words such as,  "believes,"  "expects,"
"intends,"  "plans,"  "anticipates,"  "estimates"  and similar  expressions  are
intended to identify and qualify forward-looking statements,  although there may
be certain forward-looking statements not accompanied by such expressions.


                                     PART I

Item 1.  Description of Business

Background

      Wi-Tron,  Inc., a Delaware  corporation ("we," "us," "our," the "Company")
incorporated  in Delaware on December 14, 1995 as the  successor  to  Amplidyne,
Inc.,  a New Jersey  corporation  ("Amplidyne-NJ"),  which was  incorporated  in
October 1988. Our executive offices are located at 59 LaGrange Street,  Raritan,
NJ 08869 and our telephone number is (908) 253-6870. O November 4, 2005, as part
of our current  restructuring and the development of a new product strategy,  we
changed our name to Wi-Tron,  Inc.  Our common  stock trades on the OTC Bulletin
Board under the symbol WTRO.OB.

Amplifier Products

      We design,  manufacture and sell ultra-linear power amplifiers and related
subsystems  to  the  worldwide   wireless,   local  loop  and  satellite  uplink
telecommunications market. These power amplifiers,  which are a key component in
cellular  base  stations,  increase  the  power of radio  frequency  ("RF")  and
microwave  signals  with low  distortion,  enabling  the  user to  significantly
increase  the  quality  and  quantity  of calls  processed  by new and  existing
cellular base  stations.  Our wireless  telecommunications  products  consist of
solid-state,  RF and microwave,  single and multi-carrier  power amplifiers that
support a broad range of analog and  digital  transmission  protocols  including
advanced mobile phone services ("AMPS"), code division multiple access ("CDMA"),
time division  multiple  access  ("TDMA"),  total access  communication  systems
("TACS"),  extended total access communication systems ("ETACS"),  Nordic mobile
telephone  ("NMT"),  global system for mobile  communications  ("GSM"),  digital
communication  service  at 1800 MHz  ("DCS-1800")  and  wideband  code  division
multiple access 3G communications  ("W-CDMA").  The products are marketed to the
cellular,  wireless  local  loop  and  personal  communication  systems  ("PCS")
segments of the wireless telecommunications industry.

      We continue to develop  products and have  completed the  development of a
multi-carrier  W-CDMA (Wide Band CDMA)  80-Watt  amplifier  with digital  signal
processing,  which  meets  3GPP  standards.  3GPP  refers to the 3rd  Generation
Partnership Project, a collaboration  agreement between ETSI (Europe),  ARIB/TTC
(Japan),  CCSA  (China),  ATIS (North  America)  and TTA (South  Korea) that was
established in December 1998 to develop mobile phone standards.


                                       2
<PAGE>

      In 2005 and presently,  the Company has been engaged in restructuring  its
business.  As a result,  we have experienced a considerable  downturn in overall
business due to a decline in sales of our local loop products,  which were being
deployed at a much lower rate by our customer.  We also maintained low levels of
staffing  throughout 2005, after  significant staff cutbacks in the previous two
years.  Although,  we were able to raise  additional  funds to  restructure  our
business  and fund  development  of our  W-CDMA  amplifier  and  digital  signal
processing  techniques,  these funds are not  sufficient and as a result we have
been  operating  under  severe  cash  flow  conditions  for most of 2005.  These
conditions have considerably limited our sales and marketing efforts.

      We have several  products  covered by a patent issued by the United States
Patent and Trademark Office for Pre-Distortion and Pre-Distortion  Linearization
which, the Company believes is effective in reducing distortion,  in amplifiers.
In addition to our product line of single  channel power  amplifiers,  which are
currently  utilized by the wireless  communications  industry,  we also develop,
design and manufacture  Multi-carrier Linear Power Amplifiers  ("MCLPA").  MCLPA
combine the performance  capabilities of many single carrier amplifiers into one
unit,  eliminating  the need for  numerous  single  carrier  amplifiers  and the
corresponding  unnecessary  space  occupied by the cavity  filters  encasing the
amplifiers.  Management believes that with our (i) proprietary technology (which
effectively  reduces  distortion),   (ii)  technological   expertise  and  (iii)
established  product  line  consisting  of  ultra-linear  single  channel  power
amplifiers,  we can achieve  similar  performance  with MCLPA.  Our linear power
amplifiers  and MCLPA  utilize  our  patented  pre  distortion  and  proprietary
feed-forward  technology,  which  simultaneously  amplifies  many  channels with
minimal distortion.  This capability has been enhanced by development of digital
signal processing techniques.

High Speed Wireless Internet Products

      In 1999,  we made our entry into the  emerging  wireless  Internet  access
market with new products in the ISM license exempt operating band (2.4 to 2.4835
GHz).  The line of spread  spectrum  radio products has been expanded to provide
complete solutions,  with designs for indoor,  outdoor and hybrid indoor/outdoor
network   coverage    including    point-to-point    and    point-to-multi-point
configurations.

      In 2005,  the  Company  decided to cease any  further  investment  in this
technology and products.  However,  we will continue to review the market place,
especially the opportunities in the evolving Wi-Max technologies.

Cellular Systems

      A cellular system consists of a number of cell sites that are networked to
form a cellular system operator's geographic coverage area. Each cell site has a
base station which houses the equipment  that  transmits and receives  telephone
calls between the cellular  subscriber  within the cell and the switching office
of the local wireline telephone system.  Such base station equipment includes an
antenna and a series of transceivers, power amplifiers and cavity filters. Large
cell  sites,  which  generally  cover a  geographic  area of up to five miles in
radius, are commonly referred to as "macro cells."

      The ability of cellular  system  operators  to  increase  system  capacity
through  the use of micro  cells  is  largely  dependent  on  their  ability  to
broadcast   multiple   signals  with  acceptable   levels  of  interference  and
distortion.  In cellular systems, the amplifier is generally the greatest source
of signal  interference and distortion,  particularly  with  multi-carrier  high
power  amplifiers.  Consequently,  obtaining  amplifiers  that can  transmit and
receive  multiple  signals with low  distortion  or  interference  from adjacent
signals ("high  spectral  purity") is critical to a cellular  system  operator's
ability  to  increase  system  capacity.  Substantial  resources  and  technical
expertise are required to design and manufacture  multi carrier power amplifiers
with high  spectral  purity.  To achieve  high  spectral  purity,  multi-carrier
amplifier systems must have high interference cancellation properties.

      We believe that the  potential  opportunities  for wireless  communication
services in countries  without  reliable or  extensive  wire line systems may be
even greater than in countries with developed telecommunication systems.


                                       3
<PAGE>

Strategy

      Utilizing  our   proprietary,   patented   technology  and  experience  in
interference  cancellation,  we are  focused on  developing  amplifier  products
required by  telecommunication  operators.  These amplifier products address the
telecommunication  operators'  wide bandwidth  requirements,  while  maintaining
digital signal processing capabilities and higher efficiencies. We developed our
W-CDMA  80-Watt   amplifier  with  digital  signal   processing  to  meet  these
requirements,  and will continue to develop  high-efficiency  amplifiers  during
2006.  We are also looking to broaden our product line by  introducing  filters,
diplexers and repeaters by forming strategic alliances.  In addition,  we intend
to enhance  our analog pre  distortion  technology  by  introducing  digital pre
distortion correction techniques.

      The  Company's   business  strategy  focuses  primarily  on  the  wireless
communication market and consists of the following elements:

      Increase Penetration of Wireless Equipment  Manufacturers.  Since 1991, we
have positioned  ourselves as a supplier of amplifier products to large wireless
telecommunications  OEMs.  We  seek  to  capitalize  on  our  existing  customer
relationships and become a more significant source of our customers'  amplifiers
by working closely with OEM customers to offer innovative solutions to technical
requirements  and problems.  During 2006, we intend to use our W-CDMA  amplifier
products  as a major  marketing  and  sales  thrust  both in the U.S.  and Asian
markets.

      Maintain a Technology  Edge. We believe that,  with our products have been
addressing  the needs of our  customers  for  products  that  solve  significant
technical problems.  We believe our interference  cancellation  technologies are
among the most advanced that are commercially available in the industry, both in
performance  and diversity of methodology.  We utilize  proprietary and patented
pre-distortion technology and proprietary feed-forward interference cancellation
technology  in our  linear  power  amplifiers  and  MCLPAs to enable the user to
significantly  increase the quality and  quantity of calls  processed by new and
existing cellular base stations.  We intend to continue to maintain resources in
research  and  development,  and  continue  the  development  of digital  signal
processing, digital predistortion techniques, and high efficiency amplifiers.

      Develop  Innovative  Proprietary  Products.  To date,  we have focused our
efforts in the  development of amplifier  products which are highly  innovative,
and which are not the standard "commodity" type product. In addition, we believe
that we have compiled an extensive design library in the solid-state, high power
amplifier  industry  utilizing  our  proprietary  and  patented  technology  and
expertise in interference cancellation. We have developed and intend to continue
to develop products that combine basic components in unique and high performance
configurations,  to command higher prices in the wireless communications market.
In  addition,   we  have  adapted  this  expertise  for  new  commercial  market
applications  and have  developed  products  for  W-CDMA 3G  (third  generation)
communications.

      Provide Support from Product Design through Installation and Operation. We
work with our customers throughout the design process to assist them in refining
and developing their amplifier specifications. Once the specifications have been
met and the  product  delivered,  we continue  to provide  technical  support to
facilitate system integration,  start-up and continued  operation.  By providing
customer support services from the product design phase through installation and
operation,  management  believes it fosters increased levels of customer loyalty
and satisfaction.  In addition, through this process, we believe we will develop
new product  definitions  and  implementations  to further enhance our strategic
position in the wireless market.

      Maintain  Control  of the  Manufacturing  Process.  We  have  consistently
analyzed  in  house  automated  manufacturing  versus  the use of  subcontracted
manufacturers in order to control our production schedule. In certain instances,
we have made the strategic decision to select single or limited source suppliers
in order to obtain  lower  pricing,  receive  more timely  delivery and maintain
quality control.

                                       4
<PAGE>

The Wi-Tron Advantage

      We believe that our products have several  features,  which  differentiate
them from those of our competitors, such as:

      The Predistortion Solution.  Utilizing its proprietary technology,  we can
obtain significant distortion reduction in our core amplifiers. This enables the
pre-distorted  amplifier  to have  feed-forward  correction  (which is described
below, see "Technology") applied to it to achieve distortion cancellation.

      Distortion and Spurious Cancellation  Resulting in Ultra Linear High Power
Amplifiers. We believe the use of MCLPA is critical in the implementation of new
cellular systems and the upgrade of older analog systems.  Cellular systems need
to cover  large  areas  with  minimum  hardware  in order to  minimize  cost per
subscriber. Reduction of the distortion and spurious signals from the amplifiers
is a  key  enabling  technology.  We  have  developed  proprietary  interference
cancellation  technology  using multiple  methods to achieve high suppression of
spurious   output  and  distortion   typically   associated  with  higher  power
amplifiers.  Our single channel  amplifiers  have also been well received in the
industry;  however,  we have  experienced  more competition in this area. We are
seeking to position  ourselves to be a viable source in this area. We constantly
monitor these situations and will employ sources to explore such  opportunities,
as financing permits.

      By utilizing our proprietary and patented predistortion technology and our
proprietary feed forward technology,  the MCLPA amplification  capacities of our
amplifiers  are,  in  management's  belief,  among the  better  products  in the
industry.

      Linearity,  Low  Distortion  and  High  Amplification.   Wireless  service
providers'  ability to manage scarce  spectrum  resources more  effectively  and
accommodate  large numbers of subscribers is largely  dependent on their ability
to broadcast  signals with high  linearity,  which  pertains to the ability of a
component  to  amplify a wave  form  without  altering  its  characteristics  in
undesirable  ways.  Linear  amplifiers  allow  signals to be  amplified  without
introducing  spurious  emissions that might  interfere  with adjacent  channels.
Higher  linearity  increases the capacity of cellular systems by enabling a more
efficient use of digital transmission technologies, micro-cellular architectures
and  adaptive  channel  allocation.  In  current  cellular  systems,  the  power
amplifier is generally the source of the greatest  amount of signal  distortion.
Consequently,  obtaining power amplifiers with high linearity and low distortion
is  critical  to  wireless  service   providers'  ability  to  improve  spectrum
efficiency.

      We have several  products  covered by a patent issued by the United States
Patent and Trademark Office, which we believe,  gives us a significant advantage
over our competitors.

      Multicarrier Designs.  Multicarrier  amplification,  in which all channels
are  amplified  together by a MCLPA,  rather than each channel  using a separate
amplifier, allows for instantaneous electronic channel allocation. Functionally,
it combines many single channel power  amplifiers,  into a single unit,  thereby
eliminating the single channel power  amplifiers and the  corresponding  tunable
cavity filters.  MCLPA require significantly higher linearity compared to single
channel designs.

      Our high linearity products, incorporating pre-distortion and feed-forward
technology,  in management's belief,  achieve among the lowest distortion in the
industry.  The MCLPA  amplified  signal remains  within its prescribed  band and
spectrum with low interference of adjacent channels,  thus providing flexibility
to accommodate any frequency plan.

      Bi-Directional  Tower  Top  Amplifier.  One of the key  components  in the
wireless Internet access system is the  bi-directional  tower top amplifier.  We
also have considerable  experience in the design,  development and deployment of
fixed broadband amplifier products.  The amplifier has to operate reliably in an
outdoor application. Our expertise in this area is an advantage over competitors
who are required to purchase their amplifiers from outside sources.


                                       5
<PAGE>

      We also have  considerable  know-how  of other  related  products  such as
antennas, filters, power supplies and digital control circuits. We are therefore
able to  offer a  turnkey  solution  to  ISP's,  providing  indoor  and  outdoor
networking  support  using  our  existing  resources.  We have a cost  advantage
because we manufacture our own amplifiers,  which we can, if necessary,  rapidly
refine and change.

      We intend to refine  our  products  as needed  and in a timely  fashion in
order to obtain market share.

      High Quality,  Reliability and Customer Support. We believe that the power
amplifier  in cell sites  historically  has been the single most common point of
equipment failure in wireless telecommunications networks. Increasingly reliable
power  amplifiers,  therefore,  will  improve  the level of  service  offered by
wireless service  providers,  while reducing their operating costs. In addition,
MCLPA  eliminate  the need for  high-maintenance;  tunable  cavity  filters that
should further reduce costs.

      We work  closely  with our  customers  throughout  the  design  process in
refining  and  developing  their  amplifier  specifications.  We use the  latest
equipment and computer aided design and modeling,  solid-state  device  physics,
advanced digital signal processing,  and digital control systems,  in developing
our products.  The  integration  of our design and production is a factor in our
ability to provide our customers with high  reliability,  low distortion and low
maintenance amplifiers.

Technology

      Wireless Transmit  Technology.  A typical wireless  communications  system
comprises a geographic  region  containing  a number of cells,  each with a base
station,  which are networked to form a service  provider's  coverage area. Each
base  station or cell site houses the  equipment  that  transmits  and  receives
telephone  calls to and from the  cellular  subscriber  within  the cell and the
switching  office  of the local  wire  line  telephone  system.  Such  equipment
includes a series of transceivers,  power amplifiers, tunable cavity filters and
an  antenna.  In a single  channel  system,  each  channel  requires  a separate
transceiver,  power  amplifier and tunable  cavity filter.  The power  amplifier
within the base station  receives a relatively  weak signal from the transceiver
and  significantly  boosts the power of the outgoing  wireless signal so that it
can be  broadcast  throughout  the cell.  The radio power  levels  necessary  to
transmit the signal over the required range must be achieved without  distorting
the modulation  characteristics of the signal. The signal must also be amplified
with linearity in order to remain in the assigned channel with low distortion or
interference with adjacent channels.

      Because  cellular  operators are allocated a small RF spectrum and certain
channels,  it is  necessary  to make  efficient  use of the  spectrum  to enable
optimum system capacity.  By amplifying all channels with minimum  distortion at
the same time, rather than inefficient use of single channel amplification,  one
obtains better system capacity. A MCLPA combines the performance capabilities of
many single carrier amplifiers into one unit,  eliminating the need for numerous
single carrier amplifiers and their corresponding tunable cavity filters.  These
MCLPA  require less space than  multiple  single  channel  amplifiers  and their
corresponding  tunable cavity filters,  which reduce the size and cost of a base
station.

      MCLPA  create  distortion  products,  which  can  cause  adjacent  channel
interference.   The   minimization  of  these   distortion   products   requires
sophisticated technology. This is accomplished through interference cancellation
techniques  such as "pre  distortion"  and "feed forward"  accompanied by highly
advanced  control  and  processing   technology.   We  have  developed   certain
proprietary  technology  and  methods  to  achieve  minimal  distortion  in  our
amplifiers,  technically called pre distortion and feed- forward correction.  We
use three distinct  technologies  (1) linear class A and AB amplifiers,  (2) pre
distorted  class  A and  AB  amplifiers  and  (3)  pre  distortion  feed-forward
amplifiers.   Our  proprietary   leading  edge  products  contain  patented  pre
distortion and  proprietary  feed-forward  technology  combined in a proprietary
automatic correction technique.


                                       6
<PAGE>

      All amplifiers  create distortion when they are run at a high power level.
In an ideal case the output of the  amplifier  would  faithfully  reproduce  the
input  signal  without  any  distortion.  In  real  life,  however,   distortion
characteristics  are produced.  These distortion products can cause interference
with another  caller's  channel,  which in turn produces  poor call quality.  By
using  a  simple,  patented  technology,  we  recreate  the  distortion  for the
amplifier in such a manner to cancel the interference signals.

      Feed-forward  cancellation  involves taking the distortion  created by the
amplifier  and  processing  it in such a way that when it is added back into the
amplifier  having  been   pre-distorted  and  combined  with  the  feed  forward
technology,  distortion  cancellation  occurs.  We  believe  that  our  patented
technology   has  the  most  unique  and  potent   technology   for   distortion
cancellation.  Furthermore,  we have selected linear class AB technology for our
base  amplifier  which we believe also has superior  distortion  characteristics
compared  to other  competitors  because it is easier to  pre-distort.  Thus the
three key ingredients  (1) linear class A and AB amplifiers,  (2) pre distortion
technology and (c)  feed-forward  technology  enable us to produce MCLPA for our
major OEM customers.

      Our wireless Internet access products consist of point-to-point  and point
to  multipoint  indoor and outdoor units that can be configured to provide broad
coverage  over a city or region or to create  coverage  in an indoor  space with
free roaming access.

      At the remote site an indoor or outdoor LAN system can be connected  using
a single  channel  CPE or Access  Point,  with  various  antennae  combinations.
Amplifiers are used for range extension purposes.

Markets

      The market for wireless  communications  services has grown  substantially
during the past decade as  cellular  wireless  local loop,  3G and other new and
emerging  applications (such as W-CDMA) have become increasingly  accessible and
affordable to growing numbers of consumers.

      Cellular Market. The market for cellular communications still accounts for
a fairly large portion of the wireless  services.  The general  downturn in this
segment decreased demand for amplifier products during 2004 and 2005.

      Wireless Local Loop.  Wireless local loop systems are  increasingly  being
adopted in  developing  markets to more  quickly  implement  telephone  and Data
communication  services.  In certain developing  countries,  wireless local loop
systems provide an attractive  alternative to copper and fiber optic cable based
systems,  with the  potential to be  implemented  more quickly and at lower cost
than wire line telephone systems. The Company designs,  manufactures and markets
MCLPA and single channel amplifiers for infrastructure  equipment systems in the
wireless local loop market in the 2 and 3.5 GHz bands.

      Custom  Communications and Other Markets. The custom communications market
consists   of  small   niche   segments   within   the   larger   communications
market:long-haul radio communications, land mobile communications,  surveillance
communications,    ground-to-air   communications,   microwave   communications,
broadband  communications  and  telemetry  tracking.  The Company  sells  custom
amplifiers and related products to these segments.

Products

      We design and sell multi-carrier transmit amplifiers and low noise receive
amplifiers  for  the  cellular  communications  market,  as  well as the PCS and
wireless local loop segments of the wireless  communications  industry.  We also
provide a large  number of catalog  and custom  amplifiers  to OEMs and to other
customers in the communications  market in general. In addition,  we also sell a
complete  line of fixed  broadband  wireless  networking  and LAN  products  for
private networks, virtual private networks and Internet access.


                                       7
<PAGE>

      Multicarrier Linear Power Amplifiers (MCLPA).  When a cellular or PCS user
places a call, the call is processed through a base station, amplified, and then
transmitted on to the person  receiving the call.  Therefore,  all base stations
require amplifiers  (MCLPA) whether they are being used for cellular,  PCS or 3G
(third  generation)  local loop  applications.  We design and manufacture  these
amplifiers. The objective is to provide a quality product at a good price and to
have exemplary reliability.  Management believes that our products with patented
pre-distortion  technology,  core linear amplifier  technology,  and proprietary
feed-forward  technology,  achieve all of the objectives  mentioned  above.  Our
MCLPA are a unique line of ultra linear  devices,  which  utilize a  proprietary
pre-distortion and phase locked feed forward architecture.

      High Power Linear Amplifiers. Our product line of linear amplifiers have a
high third-order intercept point, which translates to better call quality. These
high  power  amplifiers  are  supplied  as modules  or plug in  enclosures.  The
communication  bands available are NMT-450,  AMPS, TACS,  ETACS, 3G and PCS. The
output  power  ranges  from 1 to 200  Watts.  These  amplifiers  can be  used in
instances where service providers only need a single transmit channel.

      W-CDMA Amplifier  Development.  In 2005, we completed the development of a
wide band 80W MCLPA with Digital Signal Processing technology.

      Local Loop and Mini Cell  Amplifiers.  Local loop and mini cell amplifiers
are designed  with a  proprietary  circuit to achieve a high IMD  specification,
which  translates to better call quality through the mini cell. These amplifiers
can be ordered as modules or in a rack configuration.

      Low Noise Amplifier, Cellular, PCN, PCS, GSM. Our low noise amplifiers are
manufactured  with a mix of silicon and GaAsFET devices.  These amplifiers offer
the user the lowest noise and the highest  intercept  point,  while  maintaining
good  efficiency.  Received  calls at a base station are low in level due to the
fact that hand held  cellular  phones  typically  operate  at half a watt  power
level.  This weak signal has to be amplified  clearly which is done by using our
low noise amplifier.  All amplifiers  undergo a 72-hour burn-in period to ensure
reliable filed operation.

      Communication  Amplifiers.  These amplifiers are designed for cellular and
PCN/PCS  applications and use GaAs or Silicon Bipolar FET devices.  The transmit
amplifiers are optimized for low distortion products.  Custom configurations are
available for all  communication  amplifiers.  This line of products is aimed at
the single channel base station users employing the digital  cellular  standards
(CDMA, 3G and TDMA).

      Our wireless  telecommunications  amplifiers  can be configured as modules
separate  plug-in  amplifier  units or integrated  subsystems.  Our products are
integrated into systems by OEM customers, and therefore must be engineered to be
compatible  with industry  standards and with certain  customer  specifications,
such as frequency,  power, linearity and built-in test (BIT) for automatic fault
diagnostics.

Product Warranty

      We warranty new products  against  defects in  materials  and  workmanship
generally  for a period of one (1) year from the date of shipment.  To date,  we
have not experienced a material amount of warranty claims.

Backlog/Future Orders

      We regularly  review our backlog (which includes  projected  future orders
from customers)  that we expect to ship over the next 12 months.  We have had to
change  schedules  and  delay  orders  depending  on  customer  needs.  Customer
schedules  or  requirements  may  frequently  change and in some cases result in
cancellation  of orders,  in  response  to which the  Company  has to change its
production schedule. Changes and cancellations exist since, among other matters,
the wireless  communications  industry is characterized  by rapid  technological
change,  new product  development,  product  obsolescence and evolving  industry
standards. In addition, the decline in the telecommunications  industry resulted
in low  activity  during  most of 2004 and 2005.  This  uncertainty  may lead to
postponement  or  cancellation  of future or current  orders.  In  addition,  as
technology changes,  corporations are frequently requested to update and provide
new prototypes in accordance with new specifications if products become obsolete
or  inferior.  Therefore,  we have been  focusing on strategic  partnerships  to
provide  better  quality  solutions  to our  partners  with higher  margin sales
opportunities.


                                       8
<PAGE>

      The Company has backlog of orders worth approximately $1.5m and expects to
ship these products  during the second half of 2006. In the present state of the
telecommunications  industry  there is a  reluctance  of  companies to commit to
large blanket orders.  We expect to see this trend,  of just in time orders,  to
continue  during 2006.  The Company  would like to stress,  although  useful for
scheduling  production,  backlog as of any particular date may not be a reliable
indicator of sales for any future period.

Customers, Sales & Marketing

      Customers.  The  Company  markets  its  products  worldwide  generally  to
wireless   communications   manufacturers   (OEMs)  and  communications   system
operators.  The table below indicates net revenues derived from customers in the
Company's markets in 2005 and 2004.

<TABLE>
<CAPTION>

                        Net Revenues By Market Categories
                                 (In thousands)
                                                                            Year Ended
                                                                           December 31,
                                                                       --------------------

                                                                       2005            2004
                                                                       ----            ----
<S>                                                                    <C>             <C>
Amplifier Markets
-----------------


 Wireless  Telephony . . . . . . . . . . . . . . . . . . . . . . .      471            $656
 Satellite Communications, Custom and other Products . . . . . . .


Ampwave Market
--------------
 Wireless Internet Products. And Broadband solutions . . . . . . .        0              88
                                                                       ----            ----
         Total  .  . . . . . . . . . . . . . . . . . . . . . . . .     $471            $744
                                                                       ====            ====
</TABLE>

* Wireless  Telephony.  Sales to the wireless telephone segments of the wireless
communications  industry  decreased  from  approximately  $656,000  in  2004  to
$472,000 in 2005.

* Wireless Internet and Broadband  solutions.  The Company decided not to pursue
this business in 2005

*  International  Sales.  Sales of wireless  products  outside the United States
accounted for almost all the sales in 2005

*  Sales  and  Marketing.   The  Company's  officers  and  sales  and  marketing
consultants  maintain  significant  contact  with  potential  prospects  and key
customers,   ensuring  close  technical  liaison  with  customer  engineers  and
purchasing managers.


                                       9
<PAGE>

Competition

Amplifier Products

      Our ability to compete successfully and operate profitably depends in part
upon the  rate of which  OEM  customers  incorporate  our  products  into  their
systems.  We  believe  that a  substantial  majority  of the  present  worldwide
production of power amplifiers is captive within the manufacturing operations of
a small number of wireless  telecommunications OEMs and offered for sale as part
of their wireless  telecommunications  systems.  Our future success is dependent
upon the extent to which  these  OEMs elect to  purchase  from  outside  sources
rather  than  manufacture  their  own  amplification  products.  There can be no
assurance that OEM customers will incorporate our products into their systems or
that in general OEM customers  will continue to rely, or expand their  reliance,
on external sources of supply for their power amplification products. Since each
OEM product involves a separate proposal by the amplifier supplier, there can be
no  assurance  that our  current  OEM  customers  will not  rely  upon  internal
production capabilities or a non-captive competitor for future amplifier product
needs. Our OEM customers  continuously evaluate whether to manufacture their own
amplification  products  or  purchase  them  from  outside  sources.  These  OEM
customers are large manufacturers of wireless  telecommunications  equipment who
could elect to enter the non-captive  market and compete  directly with us. Such
increased competition could materially adversely affect our business,  financial
condition and results of operations.

      Certain  of  our  competitors  have   substantially   greater   technical,
financial,  sales and  marketing,  distribution  and other  resources,  and have
greater  name   recognition   and  market   acceptance  of  their  products  and
technologies.  In addition, certain of these competitors are already established
in the wireless  amplification  market,  but we believe we can compete with them
effectively. No assurance can be given that our competitors will not develop new
technologies or enhancements to existing products or introduce new products that
will offer  superior  price or  performance  features.  To the extent  that OEMs
increase their reliance on external sources for their power  amplification needs
more competitors could be attracted to the market.

      We expect our  competitors  to offer new and  existing  products at prices
necessary to gain or retain  market share.  We expect to experience  significant
price  competition,  which  could  have a  materially  adverse  effect  on gross
margins. Certain of our competitors have substantial financial resources,  which
may enable them to withstand  sustained  price  competition  or downturns in the
power  amplification  market.  Currently,  we compete primarily with non-captive
suppliers of power amplification products. We believe that our competition,  and
ultimately  our  success,  will  be  based  primarily  upon  service,   pricing,
reputation  and the ability to meet the  delivery  schedules  of our  customers.
During 2005, we operated under severe cash flow circumstances,  which restricted
our sales and marketing efforts.

Manufacturing

      We  assemble,  test,  package,  and  ship  products  at our  manufacturing
facilities  located in Raritan,  New Jersey.  This facility  includes a separate
assembly and test facility for various custom products.

      Our manufacturing  process consists of purchasing  components,  assembling
and testing components and  subassemblies,  integrating the subassemblies into a
final product and testing the product.  Our  amplifiers  consist of a variety of
subassemblies and components which we designed or specified, including housings,
harnesses,  cables,  packaged  RF power  transistors,  integrated  circuits  and
printed circuit boards.  Most of these components are manufactured by others and
are shipped to us for final assembly. Each of our products receives extensive in
process and final quality inspections and tests.

      Our devices,  components and other electrical and mechanical subcomponents
are  generally  purchased  from multiple  suppliers.  We do not have any written
agreement  with any of our  suppliers.  We have  followed  a  general  policy of
multiple sourcing for most of our suppliers in order to assure a continuous flow
of such supplies.  However, we purchase certain transistors produced by a single
manufacturer  because of the high  quality of its  components.  We believe it is
unlikely that such transistors would become  unavailable,  however, if that were
to occur, there are multiple manufacturers of generally comparable  transistors.
We believe that the distributors of such transistors maintain adequate inventory
levels,  which would  mitigate any adverse effect on our production in the event
unavailability or shortage of such transistors.  If for any reason, we could not
obtain  comparable  replacement  transistors or could not return its products to
operate with the replacement transistors,  our business, financial condition and
results of operations could be adversely affected.

                                       10
<PAGE>

      We currently utilize discrete circuit technology on printed circuit boards
that  we  design  and are  provided  by  suppliers  to our  specifications.  All
transistors  and other  semiconductor  devices are purchased in sealed  packages
ready for assembly and testing. Others also manufacture other components such as
resistors,   capacitors,   connectors  or  mechanical  supported  subassemblies.
Components  are  ordered  from  suppliers  under  master  purchase  orders  with
deliveries timed to meet our production  schedules.  As a result,  we maintain a
low  inventory of  components,  which could result in delay in production in the
event of delays in such deliveries.

      We   purchased   automated   surface   mount   machinery  to  enhance  our
manufacturing  ability for  amplifiers  as well as wireless  internet  products,
which was installed during the first quarter of 2000. The equipment has provided
improved  efficiency in production and faster turn around for certain  products.
We have started to manufacture  some of the products for our high speed wireless
internet products.

      We  manufacture  some of our high speed  wireless  internet  products  and
amplifiers in our New Jersey facility and the rest in offshore facilities, which
are ISO 9001 certified.

Research, Engineering and Development

      We research, engineering and development efforts are focused on the design
of  amplifiers  for  new  protocols,   the   improvement  of  existing   product
performance,  cost  reductions  and  improvements  in the  manufacturability  of
existing products.

      We have  historically  devoted a  significant  portion of its resources to
research,  engineering and development programs.  Our research,  engineering and
development  expenses in fiscal 2005 and 2004 were  approximately  $552,000  and
$256,000, respectively, and represented approximately 117% and 34% respectively,
of net revenues.  These efforts were primarily  dedicated to the  development of
the linear feed forward, high power, low distortion amplifiers, resulting in our
models for 3G W-CDMA.

      During  most of 2005,  we spent  substantial  sums to  develop  our 3G 80W
W-CDMA amplifier,  of which we have produced four pre-production  units that are
available for evaluation or sale to customers.

      We use the latest  equipment  and  computer  aided  design  and  modeling,
solid-state  device  physics,  advanced  digital  signal  processing and digital
control  systems,  in  the  development  of  our  products  in  the  specialized
engineering and research departments.

      We use a CAD  environment  employing  networked  workstations to model and
test new circuits.  This design  environment,  together  with our  experience in
interference cancellation technology and modular product architecture, allows us
to rapidly define,  develop and deliver new and enhanced products and subsystems
sought by our customers.

      The  markets  in  which  the  Company  and  OEM   customers   compete  are
characterized by rapidly changing  technology,  evolving industry  standards and
continuous improvements in products and services.

Patents, Proprietary Technology and Other Intellectual Property

      Our ability to compete successfully and achieve future revenue growth will
depend,  in part, on our ability to protect  proprietary  technology and operate
without  infringing the rights of others.  We have a policy of seeking  patents,
when  appropriate,  on  inventions  resulting  from  its  ongoing  research  and
development and manufacturing activities.

      Presently,  we have been  granted a patent (No.  5,606,286)  by the United
States  Patent and  Trademark  Office  with  respect to its  Pre-Distortion  and
Pre-Distortion  Linearization technology which, we believe, is more effective in
reducing distortion then other currently available  technology.  There can be no
assurance that our patent will not be challenged or circumvented by competitors.


                                       11
<PAGE>

      Notwithstanding  our active pursuit of patent protection,  we believe that
the  success  of our  amplifier  business  depends  more on its  specifications,
CAE/CAD design and modeling tools,  technical  processes and employee  expertise
than  on  patent  protection.   We  generally  enter  into  confidentiality  and
non-disclosure   agreements   with  its  employees  and  limits  access  to  and
distribution  of its  proprietary  technology.  We may in the future be notified
that it is infringing certain patent and/or other  intellectual  property rights
of others.  Although there are no such pending lawsuits against us or unresolved
notices that we are infringing intellectual property rights of others, there can
be no assurance  that  litigation or  infringement  claims will not occur in the
future.  Our wireless  internet access products are marketed under the trademark
Ampwave(TM) .

Governmental Regulations

      Our  customers  must  obtain  regulatory  approval  to operate  their base
stations.  The United  States  Federal  Communications  Commission  ("FCC")  has
regulations that impose more stringent RF and microwave  emissions  standards on
the  telecommunications  industry.  There can be no assurance that our customers
will comply with such regulations,  which could materially  adversely affect our
business,  financial  condition and results of operations.  We  manufacture  our
products   according  to  specifications   provided  by  our  customers,   which
specifications  are  given to  comply  with  applicable  regulations.  We do not
believe that costs involved with manufacturing to meet  specifications will have
a  material  impact  on its  operations.  There  can be no  assurances  that the
adoption of future regulations would not have a material adverse affect on us.

Employees

      As of March 31, 2006, we had a total of 14 employees:  7 in operations,  3
in engineering, 3 in administration, and 1 in international sales. We employ one
consultant in sales and marketing. We believe our future performance will depend
in large part on our ability to retain  highly  skilled  employees.  None of our
employees are  represented by a labor union and we have not experienced any work
stoppages. We consider our employee relations to be good.

Environmental Regulations

      We are  subject  to  Federal,  state  and local  governmental  regulations
relating to the storage, discharge, handling, emissions, generation, manufacture
and disposal of toxic or other  hazardous  substances  used to  manufacture  our
products.  We  believe  that we are  currently  in  compliance  in all  material
respects  with such  regulations.  Failure  to  comply  with  current  or future
regulations could result in the imposition of substantial  fines,  suspension of
production,  alteration of its manufacturing process, cessation of operations or
other  actions  which  could  materially  and  adversely  affect  our  business,
financial condition and results of operations.


                                       12
<PAGE>

      In addition to other  information  in this Annual  Report,  the  following
important  factors  should be  carefully  considered  in  evaluating  us and our
business,  because  such  factors  currently  have a  significant  impact on the
Company's business, prospects, financial condition and results of operations.

                                  RISK FACTORS

      You should  carefully  consider the risks described below before investing
in our company.  The risks and  uncertainties  described  below are not the only
ones  facing  our  company.  Other  risks  and  uncertainties  that we have  not
predicted or assessed may also adversely affect our company.

      Some of the  information  in this Annual Report  contains  forward-looking
statements that involve  substantial risks and  uncertainties.  You can identify
these  statements  by  forward-looking  words such as "may,"  "will,"  "expect,"
"anticipate,"  "believe,' "intend,"  "estimate," and "continue" or other similar
words.  You should read  statements  that contain these words  carefully for the
following reasons:

      o     the statements may discuss our future expectations;
      o     the statements may contain  projections of our future earnings or of
            our financial condition; and
      o     the statements may state other "forward-looking" information.

      We  believe  it is  important  to  communicate  our  expectations  to  our
investors.  There  may be  events  in  the  future,  however,  that  we are  not
accurately  able to predict or over which we have no control.  The risk  factors
listed below, as well as any cautionary language in or incorporated by reference
into this Annual Report,  provide  examples of risks,  uncertainties  and events
that may cause our actual results to differ  materially from the expectations we
describe in our  forward-looking  statements.  Before you invest in our company,
you should be aware that the  occurrence  of any of the events  described in the
risk factors below,  elsewhere in or  incorporated by reference into this Annual
Report and other  events that we have not  predicted  or  assessed  could have a
material  adverse effect on our earnings,  financial  condition or business.  In
such case,  the trading price of our  securities  could decline and you may lose
all or part of your investment.

We have a recent history of losses and expect losses to continue.

We have  incurred  net losses of  $1,318,735  and  $768,878  for the years ended
December 31, 2005 and 2004,  respectively.  These  losses were due  primarily to
substantially reduced sales, against which our cost-cutting efforts have yielded
minimal  results.  We are expecting  increased  sales for amplifier  products to
compensate  for the expenses,  however we have reduced  staff levels,  therefore
there is no guarantee that this will happen.  Reduced demand for our products by
our key customer  has reduced our sales  significantly.  With our reduced  staff
levels, we may not be able to compete. Further, we have not generated sufficient
sales volume to cover our overhead costs and generate profits. We have minimized
losses by staff reduction;  this could result in loss of market share from which
we may not be able to recover.  We expect that our losses will increase and will
continue  until such time, if ever, as we are able to  successfully  manufacture
and market our products on a larger scale and therefore  generate  higher profit
margins.  We will need to generate a substantial  increase in revenues to become
profitable. Accordingly, we cannot assure you that we will ever become or remain
profitable.  In addition,  we had an  accumulated  deficit of  $24,947,724 as of
December 31, 2005.

We have limited cash available, and may not have sufficient cash to continue our
business operations without the additional financing.

To date,  we have  financed  our  operations  principally  through  the  private
placement  of shares of common  stock.  Our current  burn rate is  approximately
$110,000 per month,  and we will  require  substantial  additional  financing at
various  intervals  for  manufacturing,  marketing and sales  capabilities,  our
research  and  development  programs,   and  for  operating  expenses  including
intellectual property protection and enforcement. We may seek additional funding
from  public  or  private  financings,  but  there  is no  assurance  that  such
additional  funding  will be  available  on terms  acceptable  to us, or at all.
Accordingly,  we may not be able to  secure  the  significant  funding  which is
required to maintain and continue  development  programs at their current levels
or at levels that may be required in the future.  If we cannot  secure  adequate
financing,  we may be required to delay,  scale back or eliminate one or more of
its  development  programs or to enter into license or other  arrangements  with
third  parties to  commercialize  products or  technologies.  Our auditors  have
included  an  "uncertainty  paragraph"  in their audit  report on our  financial
statements regarding our ability to continue as a going concern.

                                       13
<PAGE>

The report  from our  independent  auditors  includes an  explanatory  paragraph
regarding the doubt that we can continue as a going concern.

The auditors' report on our financial statements for the year ended December 31,
2005 includes an explanatory paragraph stating that our losses, lack of cash and
otherwise limited financial  resources raise substantial doubt about our ability
to continue as a going  concern.  Our ability to continue as a going  concern is
subject to our ability to realize a profit  and/or  obtain  funding from outside
sources.  Our plan to  address  our  ability  to  continue  as a going  concern,
include:  (1)  obtaining  additional  funding from the sale of  securities;  (2)
increasing revenues from the sales of our products;  and (3) obtaining loans and
grants from various financial and/or governmental institutions,  where possible.
Although  we  believe  that we will be able to obtain the  necessary  funding to
allow us to remain a going concern through the methods  discussed  above,  there
can be no assurances that such methods will prove successful.

We will continue to incur losses and may never achieve profitability.

We will  continue  to  incur  losses  as we  engage  in the  development  of our
products.  There can be no  assurance  that we will ever be able to  achieve  or
sustain  market  acceptance,  profitability  or positive cash flow. Our ultimate
success will depend on many factors,  including  whether our amplifier  products
will be  successfully  marketed  and  accepted  by the  marketplace.  Even  with
additional  capital, we may not be able to execute our current business plan and
fund business operations long enough to achieve positive cash flow. Furthermore,
we may be forced to reduce  our  expenses  and cash  expenditures  to a material
extent, which would impair our ability to execute our business plan.

Our success relies upon the growth of wireless telecommunications services.

The demand for our products will depend in large part upon continued and growing
demand  within the wireless  telecommunications  industry for power  amplifiers.
During 2005 and 2004, a major downturn occurred in the telecommunications market
and recovery has been slow,  therefore  the demand for our products  will remain
subject to great uncertainty from quarter to quarter.

Our lack of automated  manufacturing processes and our dependence on third party
manufacturers could adversely affect our business.

We have  consistently  reviewed our  automated  manufacturing  needs in order to
control  our  production  schedule.  To date,  we have not  established  a fully
automated manufacturing facility although we have purchased an automated surface
mount  machine and reflow  process  oven.  Our  wireless  internet  products are
manufactured at offshore  facilities,  which are our sole suppliers.  Until such
time as we are able to establish such  facilities,  we expect to be dependent on
third   party   manufacturers.   We  cannot  be  sure  that  these  third  party
manufacturers will be able to fulfill our production commitment. Furthermore, we
do not have written agreements with these manufacturers. Our inability to obtain
timely  deliveries of acceptable  assemblies  could delay our ability to deliver
products  to our  customers,  and would  have a material  adverse  effect on our
business,  financial condition and results of operations.  In addition, if these
manufacturers  increase their  production  costs,  we may not be able to recover
such cost increases under the fixed price commitments with our customers.


                                       14
<PAGE>


Our limited number of suppliers could adversely affect our business.

Power  transistors and certain other key components used in our products for our
amplifiers,  as well as our wireless internet  business are currently  available
from only a limited  number of suppliers.  Certain of our suppliers have limited
operating histories and limited financial and other resources. Our suppliers may
prove to be unreliable sources of certain  components.  Furthermore,  we have no
written  agreements  with our suppliers.  In the past, we have not purchased key
components in large  volumes but  anticipate  that our need for component  parts
will increase.  If we are unable to obtain sufficient  quantities of components,
particularly  power  transistors,  we could  experience  delays or reductions in
product  shipments.  Such  delays or  reductions  could have a material  adverse
effect  on  our  business,   financial  condition  and  results  of  operations.
Additionally,  such delays or reductions  may have a material  adverse effect on
our  relationships  with  customers  and result in the  termination  of existing
orders  and/or a  permanent  loss in our future  sales.  Our  wireless  internet
products are manufactured at offshore  facilities.  The lack of supply from this
source due to any reason could adversely impact our business.

Our success will rely on our ability to enter into strategic partnerships.

We are  currently  developing  and  expect  to  continue  to  develop  strategic
partnerships  and other  relationships  in order to  expand  our  business.  The
failure to successfully develop such relationships could have a material adverse
effect on our business, financial condition and result of operations.

Our success  relies on a small number of customers and our sales orders have had
a high degree of delays and cancelled orders.

In 2005,  one customer  accounted  for 95% of our sales and 100% of our accounts
receivable.  In the past few years we have  experienced  reductions,  delays and
cancellations  in orders from our new and  existing  customers  and we have lost
important North American customers.  We anticipate that sales of our products to
relatively few customers  will account for a majority of our 2006 revenues.  The
reduction,  delay or  cancellation of orders from one or more of our significant
customers  would  materially  and adversely  affect our financial  condition and
results of operation.  Moreover, we may experience  significant  fluctuations in
net sales,  gross margins and operating results in the future as a result of the
uncertainty of such sales.

Our limited marketing experience may adversely affect our business.

We are not sure whether our marketing efforts will be successful or that we will
be  able  to  maintain  competitive  sales  and  distribution  capabilities.  In
addition,  we have limited experience in the marketing and sales of our wireless
internet  products,  and cannot be certain that this sector will grow in revenue
as expected, particularly with our reduced staff levels.

Our management owns a significant amount of our outstanding common stock.

Our  officers,   directors  and  persons  who  may  be  deemed  our   affiliates
beneficially own, in the aggregate, and have the right to vote approximately 42%
of our issued and outstanding  common stock,  not including common stock options
they may own. In 2005, control shifted to John Chase Lee, our president and CEO,
who  loaned  us  $650,000  in  connection  with a Note  Purchase  Agreement.  In
settlement  of these loans,  Mr. Lee was issued  130,000  shares of our Series C
Convertible  Preferred  Stock,  which is convertible at any time into 13,000,000
shares of common  stock.  As a result,  Mr. Lee holds  approximately  33% of our
outstanding  voting stock on a fully  diluted  basis.  Accordingly,  Mr. Lee and
other  affiliates  may be in a  position  to affect the  election  of all of our
directors and control the company.


                                       15
<PAGE>

Our compliance with the  Sarbanes-Oxley  Act and SEC rules  concerning  internal
controls may be time consuming, difficult and costly.

It may be costly,  difficult, and time consuming for us to develop and implement
the internal controls and reporting  procedures  required by the  Sarbanes-Oxley
Act. We may need to hire additional financial  reporting,  internal controls and
other finance personnel in order to develop and implement  appropriate  internal
controls and reporting procedures.  If we are unable to comply with the internal
controls  requirements of the  Sarbanes-Oxley  Act, we may not be able to obtain
the independent accountant certifications required by the Sarbanes-Oxley Act.

Our success depends on our ability to manage the size of our operations.

We downsized  some of our  operations in order to maintain  competitiveness  and
reduce our operating losses. We have also explored joint ventures and mergers in
order to achieve these results,  but have not consummated any such  transaction.
If we do  not  increase  our  sales,  decrease  overhead  expenditure  or do not
adequately manage the size of our operations,  our results of operations will be
materially adversely affected.

Declining average sales prices could adversely affect our business.

If wireless  internet and  telecommunications  customers  come under  increasing
price pressure from service  providers,  we could expect to experience  downward
pricing pressure on our products.  In addition,  competition  among  non-captive
amplifier  suppliers  could  increase  the  downward  pricing  pressure  on  our
amplifier  products.  To date, we have not  experienced  such  pressure.  As our
customers  frequently  negotiate supply  arrangements  with us far in advance of
product delivery dates, we often must commit to price  reductions  before we can
determine  whether cost reductions can be obtained.  If we are unable to achieve
cost  reductions,  our gross  margins will decline and our  business,  financial
condition and results of operations could be materially and adversely affected.

Rapid  technological  change and intense  competition could adversely affect our
business.

The wireless  internet and  telecommunications  equipment  industry is extremely
competitive and is  characterized  by rapid  technological  change,  new product
development,  product obsolescence and evolving industry standards. In addition,
price  competition  in this market is intense and  characterized  by significant
price erosion over the life of a product.  Currently,  we compete primarily with
non-captive  suppliers  of power  amplification  products.  We believe  that our
success will be based  primarily  upon  service,  pricing,  reputation,  and our
ability to meet product delivery schedules. Our existing and potential customers
continuously evaluate whether to manufacture their own amplification products or
to purchase such products from outside sources.  These customers and other large
manufacturers of wireless telecommunications  equipment could elect to enter the
market and compete directly with us. Many of our competitors have  significantly
greater financial,  technical,  manufacturing,  sales and marketing capabilities
and research and  development  personnel  and other  resources  than us and have
achieved greater name recognition of their existing  products and  technologies.
In order  for us to  successfully  compete,  we must  continue  to  develop  new
products,  keep pace with advancing technologies and competitive innovations and
successfully market our products.  Our inability to successfully compete against
our larger  competitors  will have a materially  adverse affect on our business,
financial condition and operations.

In addition, we are not sure whether new products or alternative technology will
render our current or planned products obsolete or inferior. Rapid technological
development  by others may result in our products  becoming  obsolete  before we
recover a significant portion of the research, development and commercialization
expenses we incurred with respect to those products.


                                       16
<PAGE>

Our  business  will be  adversely  affected  if we do not keep up with the rapid
technological   change,   evolving   industry   standards   and  changing   user
requirements.

To be successful,  we must adapt to our rapidly  changing  market by continually
enhancing  the  technologies  used for  communications.  If we are  unable,  for
technical,  legal,  financial or other  reasons,  to adapt in a timely manner in
response to changing market conditions or user requirements,  our business could
be materially  adversely affected.  Significant issues concerning the commercial
use of communication technologies,  including security,  reliability, cost, ease
of use and quality of service,  remain  unresolved and may inhibit the growth of
businesses relying on the Internet.  Our future success will depend, in part, on
our ability to meet these challenges. Among the most important challenges facing
us is the need to:

      o     effectively use established technologies;
      o     continue to develop our technical expertise; and
      o     respond to emerging industry standards and other technical changes.

All of these  changes  must be met in a timely  and  cost-effective  manner.  We
cannot assure you that we will succeed in effectively  meeting these  challenges
and our failure to do so could materially and adversely affect our business.

Risks  associated  with sales outside of the United States may adversely  affect
our business.

International  sales represented close to 100% of our net revenues for the years
ended  December  31,  2005 and 2004.  We expect  that  international  sales will
continue to account for a significant portion of our net revenues in the future.
To the extent  that we do not  achieve and  maintain  substantial  international
sales,  our business,  results of operations  and financial  condition  could be
materially and adversely affected.

Sales of our  products  outside of the United  States  are  denominated  in U.S.
dollars.  An  increase  in the  value of the U.S.  dollar  relative  to  foreign
currencies  would make our products more expensive and,  therefore,  potentially
less  competitive  outside the United States.  Additional  risks inherent in our
sales abroad include:

      o     the impact of  recessionary  environments  in economies  outside the
            United States;
      o     generally longer receivables collection periods;
      o     unexpected changes in regulatory requirements;
      o     tariffs and other trade barriers;
      o     potentially adverse tax consequences;
      o     reduced   protection  for  intellectual   property  rights  in  some
            countries;
      o     the burdens of complying with a wide variety of foreign laws.

      These factors may have an adverse effect on our future international sales
and,  consequently,   on  our  business,  financial  condition  and  results  of
operations.

Our operating results may vary from quarter to quarter in future periods, and as
a result, our stock price may fluctuate or decline.

Our quarterly operating results may fluctuate significantly in the future due to
a variety of factors  that could  affect our  revenues  or our  expenses  in any
particular quarter. Factors that may affect our quarterly results include:

      o     our ability to attract and retain customers;
      o     development of competitive products;
      o     the short term nature of  manufacturing  and  engineering  orders to
            date;
      o     unforeseen changes in operating expenses;
      o     the loss of key employees; and
      o     unexpected revenue shortfalls.

A substantial  portion of our operating  expenses is related to personnel  costs
and overhead,  which we cannot adjust quickly and are therefore relatively fixed
in the short term. Our operating  expense levels are based, in significant part,
on our  expectations of future revenues on a quarterly basis. If actual revenues
are below our  expectations,  our results of operations and financial  condition
would be materially and adversely  affected because a relatively small amount of
our costs and expenses are proportionate with revenues in the short term.

                                       17
<PAGE>

Due to all of the foregoing factors and the other risks discussed in this Annual
Report, it is possible that in some future periods our results of operations may
be below the  expectations  of investors  and public market  analysts  which may
cause our stock price to fluctuate or decline.

We are dependent upon management and technical personnel.

Due to the specialized  nature of our business,  we are highly  dependent on the
continued  service  of,  and on our  ability to attract  and  retain,  qualified
technical  and  marketing   personnel,   particularly   those  involved  in  the
development of new products and processes and the manufacture and enhancement of
our existing products. In addition, as part of our team-based sales approach, we
dedicate  specific  design  engineers to service the  requirements of individual
customers.  The loss of any such engineer could adversely  affect our ability to
obtain  future  purchase  orders from the  customers to which such  engineer was
dedicated.  We have  employment or  non-competition  agreements with most of our
current  design  engineers  and  test  technicians.  The  competition  for  such
personnel is intense,  and the loss of any such persons,  as well as the failure
to recruit additional key technical  personnel in a timely manner,  could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

We rely on the ability to protect  proprietary  technology;  risk of third party
claims of infringement may affect our business.

Our ability to compete  successfully  and  achieve  future  revenue  growth will
depend,  in part, on our ability to protect  proprietary  technology and operate
without  infringing  upon the  rights of others.  Although  there are no pending
lawsuits  regarding  our  technology  or  notices  that we are  infringing  upon
intellectual  property rights of others,  litigation or infringement  claims may
occur in the future.  Such  litigation  or claims  could  result in  substantial
costs,  and diversion of resources and could have a material  adverse  effect on
our business, financial condition, and results of operations. We generally enter
into confidentiality and non-disclosure  agreements with our employees and limit
access to and  distribution of proprietary  information.  However,  we cannot be
sure  whether  such  measures  will provide  adequate  protection  for our trade
secrets  or other  proprietary  information,  or  whether  our trade  secrets or
proprietary technology will otherwise become known or independently developed by
our  competitors.  Our failure to protect  proprietary  technology  could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

We do not plan to pay dividends on our common stock.

We have never paid any  dividends  on our common  stock and do not intend to pay
dividends on our common stock in the  foreseeable  future.  Any earnings that we
may realize in the foreseeable future will be retained to finance our growth.

Governmental  regulations and environmental  regulations can have a large impact
on our business.

Our customers  must obtain  regulatory  approval to operate their base stations.
The United States Federal Communications  Commission has regulations that impose
stringent   radio   frequency   and   microwave   emissions   standards  on  the
telecommunications  industry.  Our  customers  are  required to comply with such
regulations. The failure of our customers to comply with these regulations could
materially  adversely  affect our business,  financial  condition and results of
operations.  We manufacture products according to specifications provided by our
customers,   which   specifications  are  required  to  comply  with  applicable
regulations.  We do not believe that costs involved with  manufacturing  to meet
specifications will have a material impact on our operations.  We cannot be sure
whether the adoption of future  regulations would have a material adverse affect
on our business.


                                       18
<PAGE>

We are subject to Federal, state and local governmental  regulations relating to
the  storage,  discharge,  handling,  emissions,  generation,   manufacture  and
disposal  of  toxic  or  other  hazardous  substances  used to  manufacture  our
products.  We  believe  that we are  currently  in  compliance  in all  material
respects  with such  regulations.  Failure  to  comply  with  current  or future
regulations  could result in the imposition of substantial fines on our company,
suspension of our production, alteration of our manufacturing process, cessation
of our operations or other actions,  which could materially and adversely affect
our business, financial condition and results of operations.

Our common stock may be considered "a penny stock."

The SEC has adopted  regulations  that  generally  define "penny stock" to be an
equity security that has a market price of less than $5.00 per share, subject to
specific  exemptions.  This  designation  requires any broker or dealer  selling
these  securities to disclose  certain  information  concerning the transaction,
obtain a written  agreement  from the purchaser and determine that the purchaser
is reasonably suitable to purchase the securities.  These rules may restrict the
ability  of  brokers  or  dealers  to sell our  common  stock and may affect the
ability of investors  hereunder  to sell their  shares.  In addition,  since our
common  stock  is  traded  on the OTC  Bulletin  Board,  investors  may  find it
difficult to obtain  accurate  quotations of the stock and may experience a lack
of buyers to purchase such stock or a lack of market makers to support the stock
price.

There are risks  associated  with our stock  trading on the OTC  Bulletin  Board
rather than a national exchange.

There are significant  consequences associated with our stock trading on the OTC
Bulletin Board rather than a national exchange. The effects of not being able to
list our securities on a national exchange include:

      o     Limited release of the market prices of our securities;
      o     Limited news coverage of us;
      o     Limited interest by investors in our securities;
      o     Volatility of our stock price due to low trading volume;
      o     Increased difficulty in selling our securities in certain states due
            to "blue sky" restrictions;
      o     Limited  ability  to  issue  additional   securities  or  to  secure
            financing.

Anti-takeover  provisions  may  adversely  affect  the value of our  outstanding
securities.

In 2005, we designated  500,000 shares of Series C Convertible  Preferred  Stock
and issued 140,000 shares of such stock in settlement of loans.  Pursuant to our
Certificate  of  Incorporation,  our  Board of  Directors  may  designate  up to
4,500,000  additional  shares  of  preferred  stock  in  the  future  with  such
preferences,  limitations  and  relative  rights as they may  determine  without
stockholder  approval.  The rights of the  holders  of our common  stock will be
subject to, and may be  adversely  affected by, the rights of the holders of any
preferred stock outstanding or that may we may issue in the future. The issuance
of preferred  stock,  while  providing  flexibility in connection  with possible
acquisitions and other corporate purposes,  could have the effect of delaying or
preventing  a change in control of our  company  without  further  action by the
stockholders.  In addition,  we are subject to the  anti-takeover  provisions of
Section 203 of the Delaware  General  Corporation  Law. Section 203 prohibits us
from engaging in a "business combination" with an "interested stockholder" for a
period of three  years  after the date of the  transaction  in which the persons
became an interested stockholder, unless the business combination is approved in
a prescribed  manner.  The application of Section 203 also could have the effect
of delaying or preventing a change of control of our company.


                                       19
<PAGE>

Additional  authorized  shares of common stock and preferred stock available for
issuance,  and shares of common stock  issuable  upon  exercise or conversion of
outstanding options and warrants may adversely affect the market.

We are  authorized  to issue  100,000,000  shares  of our  common  stock.  As of
December 31, 2005,  there were 23,338,267  shares of our common stock issued and
outstanding, which amount does not include:

      o     20,000 warrants exercisable at $1.00 through May 2010
      o     75,000 warrants exercisable at $.96 through March 2007
      o     1,350,000 options exercisable at $.15 through May 31, 2009
      o     50,000 options exercisable at $.20 through March 31, 2006

As of December  31, 2005 we had at least  55,516,733  shares of  authorized  but
unissued  common  stock  available  for  issuance  without  further  shareholder
approval after taking into  consideration  the following:  exercise of the above
options and warrants totaling  1,495,000 shares,  exercise of options granted to
our securities lawyer of 1,000,000 shares,  additional  private placement shares
of 5,550,000  issued in 2006,  and conversion of 140,000  preferred  shares into
14,000,000 common shares.  Any issuance of additional shares of our common stock
may cause our current  shareholders to suffer  significant  dilution,  which may
adversely affect the market for our securities.

In addition,  we have 5,000,000 shares of authorized  preferred stock.  While we
have no present plans to issue any  additional  shares of preferred  stock,  our
Board of Directors has the authority,  without shareholder  approval,  to create
and  issue one or more  series of such  preferred  stock  and to  determine  the
voting,  dividend  and other  rights of  holders  of such  preferred  stock.  At
December  31,  2005,  we had 140,000  shares of Series C  Convertible  preferred
shares  outstanding,  which  were  issued in 2005 to John C. Lee and a  business
associate of Lee in full payment of  convertible  promissory  notes of $650,000.
Additional  issuances of any of our preferred stock could have an adverse effect
on the holders of our common stock.

Limitation on director  liability  may adversely  affect the value of our common
stock.

As  permitted by Delaware  law,  our  Certificate  of  Incorporation  limits the
liability of our  directors for monetary  damages for breach of their  fiduciary
duty  except for  liability  in certain  instances.  As a result of our  charter
provision and Delaware law, you may have limited  rights to recover  against our
directors for breach of their fiduciary duty.


                                       20
<PAGE>

Item 2.  Description of Property.

      The  Company  leases  approximately  11,000  square  feet,  at 59 LaGrange
Street,  Raritan, NJ 08869 from Tek Ltd., a company wholly owned by John C. Lee.
These  premises  serve as the  Company's  executive  offices  and  manufacturing
facility.  The current  lease  terminates on December 31, 2007 and provides that
the Company pay monthly rent in the amount of $5,500 for 2005,  $5,750 for 2006,
and $ 6,000 for 2007.

Item 3.  Legal Proceedings.

      From time to time,  the Company is party to what it  believes  are routine
litigation and proceedings that may be considered as part of the ordinary course
of its  business.  Other than as set forth below,  the Company is not a party to
any material pending  litigation or governmental  proceedings  that,  management
believes,  would result in judgments or fines that would have a material adverse
effect on the Company.

The Company is or was a party to the following matters:

1. A customer filed a complaint in the Circuit Court of the Eighteenth  Judicial
District  of the  State of  Florida  on  January  23,  1997  alleging  breach of
contract.  During  2000,  the Company  settled  with that  customer at a cost of
$175,000;  $25,000  is to be paid  quarterly  over two years.  $95,000  remained
unpaid at December 31, 2005.

2. In April 2004, a law firm filed a judgment  against the Company in the amount
of  approximately  $40,000 in connection with  non-payment of legal fees owed to
it.  Inasmuch  as  this  is a  perfection  of  an  already  recorded  liability,
management does not believe that the judgment will have a material impact on the
financial  position of the  Company.  In March 2005,  a  settlement  was reached
whereby the Company  made a down payment of $2,500 and agreed to pay the balance
in 24 equal monthly installments of approximately $1,600.

4. In June 2004,  the Company  entered  into a Settlement  Agreement  with Wayne
Fogel,  et al, before the United States  District court in Tampa,  Florida.  The
settlement  provides for the following  obligations by the Company to Mr. Fogel:
(1)  payment of $12,000 by July 14,  2004;  (2)  issuance  of 250,000  shares of
restricted  common  stock by July 14, 2004 and;  (3) the  shipment of  specified
items of inventory valued at approximately $22,000. The agreement further called
for the  issuance  of common  stock of one share  for each $1 of  inventory  not
delivered  in lieu of the  inventory  in the event the company  cannot  deliver.
Since non-delivery of the specified items is definite,  the financial statements
provide for the issuance of 22,000 additional  shares.  All shares in connection
with this transaction were valued at the publicly traded market value of $.05 on
the date of the settlement,  less a discount of 40% for the restriction on sale,
with a provision  for a loss  provided for by the Company  during the year ended
December 31, 2004. On November 8, 2005, 250,000 shares were issued in connection
with this settlement.

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

      On  August  31,  2005,  holders  of  approximately  51% of  the  Company's
outstanding  shares of common stock,  adopted,  by written consent,  resolutions
authorizing  the Company to (a) effectuate an increase in the authorized  shares
of common stock from  25,000,000  to  100,000,000,  and increase the  authorized
shares of preferred  stock from  1,000,000 to 5,000,000;  (b) change our name to
Wi-Tron, Inc.; and (c) ratify and approve the Company's 2005 Stock Option Plan.


                                       21
<PAGE>

                                     PART II
                                     -------

Item 5.   Market  For  Common  Equity,  Related  Stockholder  Matters  and Small
          Business Issuer Purchases of Equity Securities.

      The  Company's  common  stock  commenced  trading on the NASDAQ  Small Cap
Market on January 22, 1997. The common stock was regularly  quoted and traded on
the NASDAQ Small Cap Market under the symbol AMPD, through January 13, 2003. The
common  stock  currently  trades on the OTC  Bulletin  Board  under  the  symbol
WTRO.OB.

      The  following  table sets forth the range of high and low closing  prices
for the Company's common stock for fiscal years 2005 and 2004 and for the period
of January 1, 2006 up to March 31, 2006 as  reported  by the OTCBB.  The trading
volume of the Company's securities  fluctuates and may be limited during certain
periods.  As a result, the liquidity of an investment in the common stock may be
adversely affected.

                  Common Stock
                  ------------
                                                           High             Low

                  January 1 - March 31, 2006               .18              .10

                  2005 Calendar Year
                  ------------------

                  January 1 - March 31                     .04              .02
                  April 1-June 30                          .27              .02
                  July1-September 30                       .30              .18
                  October 1-December 31                    .20              .09

                  2004 Calendar Year
                  ------------------

                  January 1-March 31                       .20              .04
                  April 1-June 30                          .12              .04
                  July 1-September 30                      .09              .05
                  October 1-December 31                    .08              .03

      On March 31,  2006,  the closing  price of the common stock as reported on
OTCBB was $.18 On March 31, 2006 there were  30,113,267  shares of common  stock
outstanding, held of record by approximately 1,400 record holders (not including
5,816,043 shares held in street name).

Dividends

      We have not  declared or paid a cash  dividend to  stockholders  since our
incorporation,  and have no  intention  to do so in the future.

Recent Sales of Unregistered Securities

Sales in 2006 and 2005 not previously  reported on a Current Report on Form 8-K,
or on a Quarterly Report on Form 10-QSB.

      On December 12, 2005, the Company issued a total of 600,000 shares to four
accredited  investors  resident  in the United  States  pursuant  to Rule 506 of
Regulation D. Pursuant to a Term Sheet dated August 5, 2005, the Company offered
Units, each Unit consisting of (a) 100,000 shares of the common stock, and (b) a
$50,000 6% promissory  note.  The Units were sold at a price of $56,000 each for
total gross proceeds of $336,000.

      On March 31, 2006,  the Company  agreed to issue 625,000  shares of common
stock to the spouse of John Chase Lee, the Company's president,  chief executive
officer, and director,  for a total purchase price of $50,000. The proceeds were
used for operating expenses.


                                       22
<PAGE>

Neither we nor any person  acting on our  behalf  offered or sold the  foregoing
securities by means of any form of general  solicitation or general advertising.
All  purchasers  represented  in writing that they acquired the  securities  for
their own accounts. A resale legend has been provided for the stock certificates
stating that the securities have not been registered under the Securities Act of
1933 and cannot be resold or otherwise  transferred  without  registration or an
exemption (such as that provided by Rule 144).


                                       23
<PAGE>

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Results of  Operations - Fiscal Year ended  December 31, 2005 compared to Fiscal
Year ended December 31, 2004.

Revenues for the fiscal year ended  December 31, 2005 decreased by $272,303 from
$743,790 to  $471,487,  or 37%  compared to the fiscal year ended  December  31,
2004.  This was due to build up of  inventory  and  reduced  demand  during  the
previous year at our major customer.  The decline is largely  represented by the
decrease in sales to North American customers,  which went down to approximately
$13,000 in 2005 from approximately $201,000 in 2004, a decrease of approximately
$188,000 or 94%.

The majority of the  amplifier  sales for the year ended  December 31, 2005 were
obtained  from the  Wireless  Local  Loop  amplifier  products  to its  European
customer.

The Company has continued to develop and refine its  amplifier  products for the
wireless communications market. Sales and marketing efforts have been focused on
Asian markets.

Cost of sales was $626,003 or 133% of sales  (including an inventory  write-down
of $129,906)  during the year ended  December 31, 2005,  compared to 104% during
the same period for 2004 as restated.  Our fixed  overhead  costs are relatively
high for our current sales volume. Excluding the inventory write-down,  the cost
of sales for the year ended  December  31, 2005 as restated was $496,097 or 105%
of sales.  The  decline  in gross  margin  was  principally  due to the  lowered
production  while staff levels were  maintained in  preparation  for new product
production.  The Company is continuing to assess cost  reduction of its products
and sales volume increases to improve gross margins in 2006.

Selling,  general and  administrative  expenses  increased in 2005 by $53,797 to
$603,211 from $549,414, as restated in 2004. Expressed as a percentage of sales,
the  selling,   general  and  administrative  expenses  (excluding  stock  based
compensation)  were  128%  in  2005  and  74% in  2004.  The  principal  factors
contributing  to the increase in selling,  general and  administrative  expenses
were  related to  increases  in the costs of  consultants  and  travel  expenses
connected with the Company's marketing efforts in Asia.

Research,  engineering and development expenses were $552,076  representing 117%
of net sales in 2005 compared to $256,175  representing 34% of net sales in 2004
an increase of $295,901 or 116%. In 2005 and 2004, the principal activity of the
business related to the design and production of product for OEM  manufacturers,
particularly for the W-CDMA amplifier. The research, engineering and development
expenses  consist  principally  of salary cost for engineers and the expenses of
equipment  purchases  specifically  for the design and testing of the  prototype
products.  The  Company's  research and  development  efforts are  influenced by
available  funds and the level of effort  required by the  engineering  staff on
customer specific  projects.  The Company used much of the proceeds from private
placements to increase its research spending to develop and refine its products.

The Company had other income in 2004 of $4,535. Other income was $NIL in 2005.

The Company also sold New Jersey Net operating  loss  carryforwards  pursuant to
the New Jersey Technology  Certificate  Transfer  Program,  receiving $73,126 in
2005 and $129,317 in 2004.


                                       24
<PAGE>

Interest  expense  was  $8,092  in  2005  principally  related  to  $300,000  of
convertible notes issued in private placements in 2005;  whereas,  the $1,200 in
2004 related to other convertible notes converted into common stock in 2005.

Actual and estimated litigation settlement costs (see financial statement Note G
-  Litigation)  have been  provided  in 2004,  to reflect the actual cost of the
settlement  of the Fogel  matter  in 2004,  for  which we  provided  a charge of
$20,460.

There was no stock compensation cost for 2005 or 2004.

As a result of the foregoing,  the Company  incurred net losses of $1,318,735 or
$0.09 per share for the year ended December 31, 2005 compared with net losses of
$768,878 or $0.07 per share for the same period in 2004.

Liquidity and Capital Resources

Liquidity refers to our ability to generate adequate amounts of cash to meet our
needs.  We have been  generating the cash necessary to fund our operations  from
continual  loans from the John Lee and private  placements.  We have  incurred a
loss in each year since  inception.  It is possible  that we will incur  further
losses,  that the  losses  may  fluctuate,  and that  such  fluctuations  may be
substantial.  As of  December  31,  2005,  we  had  an  accumulated  deficit  of
$24,947,724.  Potential immediate sources of liquidity are private placements of
common stock.

As of  December  31,  2005,  our  current  liabilities  exceeded  our  cash  and
receivables by $1,283,582.  Our current ratio was 0.12 to 1.00, but our ratio of
accounts receivable to current liabilities was only 0.02 to 1.00. This indicates
that we will have  difficulty  meeting our  obligations as they come due. We are
carrying  $108,591 in inventory,  of which $58,177  represents  component parts.
Based on last year's  usage,  we are carrying 54 days worth of parts  inventory.
Because of the lead times in our manufacturing  process, we replenish many items
before we use  everything we now have in stock.  Accordingly,  we will need more
cash to replenish our component parts inventory  before we are able realize cash
from all of our existing inventories.

As of December 31, 2005, we had cash in banks of $34,998 compared to $122,234 at
December 31, 2004,  while overall our cash position  declined by $87,236  during
2005.  This balance is not sufficient for our operations and we are dependent on
private  placement funds to cover our working  capital needs.  Our cash used for
operating  activities was $1,167,083,  excluding the benefit of salary deferrals
by  officer/stockholders of $62,635. This year we repaid loans of to officers of
$8,141.

Because  of our  small  number  of  customers  and low  sales  volume,  accounts
receivable  balances  and  allowances  for  doubtful  accounts  do not reflect a
consistent  relationship  to sales.  We  determine  our  allowance  for doubtful
accounts  based on a  specific  customer-by-customer  review  of  collectiblity.
Provision for doubtful accounts decreased from $21,260 in 2004 to $NIL in 2005.

Our  inventories  decreased by $201,042 to $108,591 in 2005 compared to $309,633
in 2004,  a  decrease  of 65% We  believe  that the  reasons  for the  decreased
inventories was largely due to the $129,906 of write-downs of obsolete parts and
the fact  that  vendor  relations  have not  allowed  us to stock up on parts in
advance because we are on C.O.D. terms with most vendors.


                                       25
<PAGE>

The Company has a lease  obligation for its premises  requiring  minimum monthly
payments of approximately $5,750 to $6,000 through 2008.

Although the Company did not convert  salaries to officers  through the issuance
of Common Stock in 2005 or 2004, it may to do so in 2006. To help  alleviate the
cash flow  difficulties,  officers  agreed to defer an  aggregate  of $62,635 of
salaries.

The Company  continues to explore  strategic  relationships  with  customers and
others, which could involve jointly developed products,  revenue-sharing models,
investments  in or by  the  Company,  or  other  arrangements.  There  can be no
assurance that a strategic relationship can be consummated.

In the past,  the  officers  of the  Company  have  deferred  a portion of their
salaries  or  provided  loans  to  the  Company  to  meet  short-term  liquidity
requirements.  Where possible,  the Company has issued stock or granted warrants
to certain vendors in lieu of cash payments,  and may do so in the future. There
can be no  assurance  that any  additional  financing  will be  available to the
Company on acceptable terms, or at all. If adequate funds are not available, the
Company  may be  required  to  delay,  scale  back or  eliminate  its  research,
engineering  and development or  manufacturing  programs or obtain funds through
arrangements  with partners or others that may require the Company to relinquish
rights to certain of its  technologies  or potential  products or other  assets.
Accordingly,  the  inability  to obtain  such  financing  could  have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

With insufficient  cash reserves and reduced  revenues,  we believe that we will
have great difficulty meeting our working capital needs over the next 12 months.
The  Company  is  presently  dependent  on cash flows  generated  from sales and
financing from private placements.  Our failure to enter into additional private
placements of securities,  consummate a merger with an appropriate partner or to
substantially  improve our revenues will have serious adverse  consequences and,
accordingly,  there is  substantial  doubt in our  ability to remain in business
over the next 12 months.  There can be no assurance  that any financing  will be
available to the Company on acceptable  terms,  or at all. If adequate funds are
not available, the Company may be required to delay, scale back or eliminate its
research,  engineering and development or manufacturing programs or obtain funds
through  arrangements  with  partners  or others that may require the Company to
relinquish rights to certain of its technologies or potential  products or other
assets.  Accordingly,  the  inability  to obtain  such  financing  could  have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

Controls and Procedures

Under the supervision and with the  participation  of our management,  including
the former Chief Executive and Principal  Accounting  officer, we have evaluated
the  effectiveness  of the  design  and  operation  of our  disclosure  controls
pursuant to Exchange Act Rule  13a-14(c) as of the end of the period  covered by
this report.  Based upon that  evaluation,  the Chief  Executive  and  Principal
Accounting  Officer  concluded  that  the  Company's   disclosure  controls  and
procedures  are not  effective in timely  alerting  him to material  information
required to be included in the  Company's  periodic SEC filings  relating to the
Company. There were no significant changes in the Company's internal controls or
in other  factors  that  could  significantly  affect  these  internal  controls
subsequent  to the date of my most recent  evaluation,  although  management  is
working on improvements.


                                       26
<PAGE>

Our  management  does not  expect  that our  disclosure  controls  and  internal
controls will prevent all error and all fraud. A control  system,  no matter how
well  conceived  and  operated,  can  provide  only  reasonable,  not  absolute,
assurance that the objectives of the control system are met. Further, the design
of a control  system must reflect the fact that there are resource  constraints,
and the benefits of controls must be considered  relative to their cost. 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
within the Company, if any, will be detected. These inherent limitations include
the  realities  that  judgments  in  decision-making  can be faulty,  and that a
breakdown  can occur because of a simple  error.  Additionally,  controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.

Critical Accounting Policies

1. REVENUE RECOGNITION

Revenue is  recognized  upon  shipment  of  products  to  customers  because our
shipping terms are F.O.B.  shipping point.  And there are generally no rights of
return,  customer acceptance protocols,  installation or any other post-shipment
obligations. All of our products are custom built to customer specifications. We
provide an industry  standard one-year limited warranty under which the customer
may return the defective product for repair or replacement.

Returns received under warranty are not material  relative to sales, nor are the
costs to repair. All sales are final, except for warranty repair/replacement and
there is no price  protection.  In  addition,  the  only  company  post-shipment
obligation is for warranty repair and  replacement.  Finally,  we do not install
product or provide services for a fee.

2. INVENTORIES

Inventories are stated at the lower of cost or market;  cost is determined using
the  first?in,  first?out  method.  As virtually all of our products are made to
customer  specifications,  we do not keep  finished  goods in stock  except  for
completed  customer  orders  that have not been  shipped.  Our  work-in-progress
generally consists of customer orders that are in the process of manufacture but
are not yet complete at the period end date. We review all of our components for
obsolescence  and excess  quantities on a periodic  basis and make the necessary
adjustments to net realizable value as deemed necessary.

3. ALLOWANCE FOR DOUBTFUL ACCOUNTS

Because of our small  customer  base,  we determine  our  allowance for doubtful
accounts  based on a  specific  customer-by-customer  review  of  collectiblity.
Therefore,  our allowance  for doubtful  accounts and our provision for doubtful
accounts  may not bear a  consistent  relationship  to sales but we believe that
this is the most accurate and conservative approach under our circumstances.


                                       27
<PAGE>

4. USE OF ESTIMATES

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and revenues and  expenses  during the  reporting
period.  Actual results could differ from those  estimates.  The principal areas
that we use estimates in are: allowance for doubtful  accounts;  work-in-process
percentage of completion;  accounting for stock based employee compensation; and
inventory net realizable values.

5. STOCK-BASED EMPLOYEE COMPENSATION

Stock-based  employee  compensation  is accounted for under the intrinsic  value
based method as prescribed by Accounting  Principles Board (APB) Opinion No. 25,
Accounting  for Stock  Issued  to  Employees,  and  related  interpretations  as
clarified by Financial  Interpretation  No. 44 (FIN 44),  Accounting for Certain
Transactions Involving Stock Compensation.

Under the fair value  method,  the  Company's  net loss and loss per share would
have been as follows:

                                                  2005            2004
                                            ---------------  --------------
         Net loss                           $   (1,406,279)  $    (923,061)
         Loss per share                     $        (0.09)  $       (0.09)

6. LOSS PER SHARE

Statement of Financial  Accounting Standards No.128 (SFAS No. 128), Earnings per
Share, specifies the computation,  presentation and disclosure  requirements for
earnings per share for  entities  with  publicly  held common stock or potential
common stock.

Net loss per common share - basic and diluted is  determined by dividing the net
loss by the weighted average number of shares of common stock  outstanding.  Net
loss per common share - diluted does not include potential common shares derived
from stock options and warrants because they are antidilutive.

7. SEGMENT INFORMATION

The Company commenced its wireless Internet  connectivity business in the summer
of  2000.  The  Company  does not  measure  its  operating  results,  assets  or
liabilities by segment.  We presented certain segment  information  representing
sales and inventories  for our amplifier and internet  segments.  However,  this
information is becoming less relevant as we begin to move away from the internet
business  and  concentrate  on our core  competence,  which is in the  amplifier
business.


                                       28
<PAGE>

Item 7.  Financial Statements.

      See financial  statements  following Item 13 of this Annual Report on Form
10-KSB.

Item 8.  Changes  in  and  Disagreement  With  Accountants  On  Accounting  And
         Financial Disclosure.

      None.


                                       29
<PAGE>

Item 8a:  Controls and Procedures.

(a)   Evaluation of Disclosure Controls and Procedures:

      1.    Management is responsible for establishing and maintaining  adequate
            disclosure controls and procedures.

      2.    Wi-Tron,  Inc. carried out an evaluation,  under the supervision and
            with the  participation of the Company's  management,  including the
            Company's Chief Executive and Principal  Accounting  Officer, of the
            effectiveness   of  the  design  and   operation  of  the  Company's
            disclosure  controls  and  procedures  pursuant to Exchange Act Rule
            13a-14.  Based  upon  that  evaluation,   the  Chief  Executive  and
            Principal Accounting Officer concluded that the Company's disclosure
            controls and procedures were not effective as of the original filing
            of the  December  31,  2004  Form  10KSB in timely  alerting  him to
            material  information  required  to be  included  in  the  Company's
            periodic  SEC  filings  relating  to the  Company.  Our  conclusions
            regarding the deficiencies appear in the next item.

      3.    Our controls  relating to disclosure  and related  assertions in the
            financial  statements,  particularly  in the area of non-routine and
            non-systematic transactions were not adequate.

            o     We had particular difficulty in recording transactions related
                  to  stockholders'  equity and tracking and  recording  related
                  charges to operations.

            o     We further found that while the controls over  initiating  and
                  recording   routine   transactions   were  adequate,   we  had
                  inadequate  procedures to determine the continued existence of
                  recorded balances in the area of trade accounts  payable.  The
                  finding of this weakness  resulted in the  restatement  of the
                  Company's annual 2003 and 2004 financial statements to correct
                  for previously  recorded  liabilities  that were no longer due
                  and payable that should have already been written off in those
                  years.  We believe that we have corrected this  deficiency and
                  will continue to carefully  monitor the proper  application of
                  this control.

                  o     The  liabilities  written off in some cases  represented
                        amounts  where the creditor  failed to or elected not to
                        pursue  collection  from  the  Company  in its  strained
                        financial circumstances.  For example, certain legal and
                        consulting  fees incurred were not paid. In other cases,
                        amounts  related to  erroneously  recorded  premiums for
                        cancelled employee healthcare benefit and other policies
                        were not paid.

            o     We found that our  ability to track our  inventory  quantities
                  and  to  correctly  apply  complex  pricing   calculations  to
                  finished goods and work-in-progress is inadequate and resulted
                  in  substantial  additional   adjustments.   Furthermore,   we
                  discovered  that  lower  of  cost or  market  tests  were  not
                  adequately applied and we needed to apply substantial downward
                  adjustments to the carrying  amounts of  pre-production  units
                  which carried  substantial  labor costs,  much of which should
                  have been charged to research and development.

            o     We are currently  unable to produce our  financial  statements
                  and periodic  filings  without the assistance of a third-party
                  financial  accounting  consulting  firm  who  needs  to  apply
                  substantial  adjustments  to our  records to produce  accurate
                  financial statements.

(b)   Changes in Internal Controls Over Financial Reporting:

      1.    Effective  with the  Company's  filing  of a Form  10QSB for the six
            months ended June 30, 2005 made on August 22,  2005,  we changed the
            procedures  management  now  uses  to  determine  and  evaluate  the
            continued  existence  of  liabilities  to assure that the  financial
            statements  present only those liabilities that are properly due and
            payable.


                                       30
<PAGE>

      2.    Controls  essentially  put in  place,  effective  August  22,  2005,
            require  careful  review of Accounts  Payable  aging  reports by the
            Company's  Controller on at least a quarterly  basis,  coincident to
            the Company  filing Forms 10KSB and 10QSB,  specifically  for vendor
            amounts that remain unpaid for periods  approaching  or exceeding 90
            days from the date incurred.

      3.    We  engaged  the  services  of a  third-party  financial  accounting
            consulting  firm to help us produce  our  financial  statements  and
            periodic filings.

      4.    There were no changes in Internal  Controls  put in place during the
            fourth quarter of the year ended December 31, 2004.  That is because
            the weakness  identified  related to  evaluation  of recorded  trade
            accounts  payable  was  not  identified  until  the  filing  of  the
            Company's  10QSB for the three months  ended March 31, 2005,  and we
            determined  the  appropriate  controls  necessary to respond to this
            weakness after carefully  completing our  investigation of the facts
            related  thereto in  conjunction  with filing Form 10QSB for the six
            months ended June 30,  2005.  Based on the nature of the weakness we
            believe the controls put in place will satisfactorily remediate them
            for the Company going forward.


                                       31
<PAGE>

                                    PART III

Item 9.   Directors,   Executive   Officers,   Promoters  And  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act.

      The names and ages of the directors and executive  officers of the Company
as of the date of this filing are set forth below:

<TABLE>
Name                       Age          Position(s) with the Company
----                       ---          ----------------------------

<S>                         <C>         <C>
John Chase Lee*             76          Chief Executive Officer, President, and Director.

Tarlochan Bains*            56          Vice President - Amp Division, and Director

Jessica Hye Lee             44          Chief Financial Officer, Secretary, and Director

Joong Bin Lee               51          Vice President - Korea Division

Devendar S. Bains           55          Chief Technology Officer

Mikio Tajima                72          Director
</TABLE>

  *  Member of the Compensation Committee and Audit Committee.

      John Chase Lee is not related to Jessica Hye Lee or Joong Bin Lee. Jessica
Hye Lee and Joong Bin Lee are husband and wife.  Tarlochan Bains and Devendar S.
Bains are brothers.

Background of Executive Officers and Directors

John Chase Lee has served as Chief Executive Officer,  President, and a Director
since  June  2005.  From  September  2004 to June  2005,  he served  solely as a
director.  He has serves as President of Tek, Ltd., a distribution company doing
most of its business in South Korea. Mr. Lee has had many and diverse  executive
positions and business ownership experiences.  Mr. Lee has three Masters (M. Div
from  Princeton  Seminary,  M.A.  from  U  of  Oregon,  and  MCRP  from  Rutgers
University).

Tarlochan  Bains has served as Vice President - Amp Division since June 2005. He
has served as a Director since 1995. From September 2004 to June 2005, Mr. Bains
served as Chief  Executive  Officer and Treasurer.  From March 2000 to September
2004, he served as Vice President of Operations_.  From 1991 through March 2000,
he was the Company's  Vice  President of Sales and  Marketing.  Previously,  Mr.
Bains was Technical Manager at Land Rover in Solihull,  England. He has a Higher
National Diploma in Mechanical  Engineering from Hatfield  Polytechnic,  England
and a Masters  Degree in  Automotive  Engineering  from  Cranfield  Institute of
Technology,  England.  Mr.  Bains is the  brother of  Devendar  S. Bains and the
brother-in-law of Nirmal Bains.

Jessica Hye Lee has served as Chief Financial Officer, Secretary, and a Director
since June 2005.  From  September 2004 to June 2005, she served as Secretary and
director. Since 1997, Ms. Lee has been managing and operating her own accounting
firm in Princeton,  NJ, and has assisted with  accounting and finance for number
of companies  in New Jersey.  Ms. Lee  received a BA from Yonsei  University  in
Seoul, Korea, and an MBA from Rutgers University.


                                       32
<PAGE>

Joong Bin Lee has served as Vice President - Korea Division since June 2005. For
the past fourteen years, Mr. Lee had been employed by Lucent Technologies in its
Wireless  Business Unit in Whippany,  New Jersey. Mr Lee is a graduate of Yonsei
University, Seoul, Korea. Mr. Lee will head Wi-Tron's penetration of South Korea
market for recently developed W-CDMA amplifiers.

Devendar S. Bains has served as Chief Technology  Officer since June 2005. Since
the  Company's  inception  in 1988,  Mr.  Bains served as Chairman of the Board,
Chief Executive Officer,  Treasurer and a Director. He was also President of the
Company from inception  through  September 2001. From 1983 to 1988 Mr. Bains was
Group  Project   Leader  of  Amplifier   division  of  Microwave   Semiconductor
Corporation.  Previously, Mr. Bains was employed at G.E.C. in Coventry, England.
Mr. Bains received a Bachelors  Degree in Electronic  Engineering from Sheffield
University,  England, and a Masters Degree in Microwave  Communications from the
University  of  Leeds  and  Sheffield,  England.  Mr.  Bains is the  brother  of
Tarlochan Bains and the husband of Nirmal Bains.

Mikio Tajima has served as a Director  since  September  2005.  Mr.  Tajima held
several  positions  with the United  Nations,  including  his last  position  as
Director  of  Economic  Policy and Social  Development.  He received a degree in
Economics and International  Relations both in Japan and UC in Berkeley, CA, and
a  M.A.  from   Columbia   University  in   International   Administration   and
Organization.

Audit Committee

      We do not have a formal audit  committee.  The board,  in lieu of a formal
audit  committee,  reviews,  among  other  matters,  the  professional  services
provided  by the  Company's  independent  auditors,  the  independence  of  such
auditors from management of the Company,  the annual financial statements of the
Company and the  Company's  system of internal  accounting  controls.  The audit
committee  also  reviews  such other  matters  with  respect to the  accounting,
auditing and financial  reporting  practices and procedures of the Company as it
may find appropriate or as may be brought to its attention.  The audit committee
adopted an audit  committee  charter in 2002 and intends to adopt a new charter,
which conforms to the requirements of the Sarbanes-Oxley Act of 2002.

      The  financial  expert on the board of  directors  is  Jessica  Hye Lee, a
certified public accountant with over 20 years of experience.

      The board,  in lieu of a formal audit committee has reviewed and discussed
the audited financial statements included in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2005.

      For the year ended  December 31, 2005, the Company  incurred  professional
fees to its auditors in the amount of $41,092,  all of which related to auditing
and quarterly review services.  No non-audit  services have been provided to the
Company by its current auditor.

      Each  non-employee   director  of  the  Company  is  entitled  to  receive
reasonable out-of-pocket expenses incurred in attending meetings of the Board of
Directors of the  Company.  Directors  who are  employees of the Company are not
paid any fees or  other  remuneration  for  service  on the  Board or any of the
committees.  Each  non-employee  director may receive options to purchase Common
Stock or other  remuneration.  The members of the Board of  Directors  intend to
meet at least  quarterly  during the  Company's  fiscal year,  and at such other
times duly called.


                                       33
<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act of 1934

      Section 16(a) of the Securities  Exchange Act of 1934 (the "Exchange Act")
requires the Company's  directors and  executive  officers,  and persons who own
more  than ten  percent  (10%) of a  registered  class of the  Company's  equity
securities,  to file with the  Securities  and Exchange  Commission  (the "SEC")
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Officers, directors and greater than
ten percent  stockholders  are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.

      To the  Company's  knowledge,  John Chase Lee and  Jessica Hye Lee did not
timely file reports under Section  16(a).  All required  reports have since been
filed.

Communications by Shareholders to Directors

      The Company does not have a formal process to handle  communications  from
shareholders to directors.


Item 10.  Executive Compensation

Compensation of Directors and Executive Officers

Summary Compensation Table

      The  following  table sets forth the  aggregate  compensation  paid by the
Company  for the years  ended  December  31,  2005,  2004 and 2003 for its Chief
Executive Officer and Vice President,  respectively.  Each non-employee director
of the Company is entitled to receive reasonable out-of-pocket expenses incurred
in attending meetings of the Board of Directors of the Company.

<TABLE>
<CAPTION>

                                                                                               Long-Term
                                                                                              Compensation
                                                                                         Awards           Payouts
                                                                                         ------           -------

                                              Annual Compensation
                                             ---------------------                            Securities
Name and Principal Position               Salary ($)    Bonus ($)   Other Annual  Restricted  Underlying          All
---------------------------               ----------    ---------   ------------     Stock     Options/   LTIP   Other
                                    Year                                             Awards    SARS (#)   Payout  Comp
                                    ----                                             ------    --------   ------  ----
                                                      Compensation
                                                      ------------
<S>                                 <C>   <C>         <C>            <C>
John C. Lee                         2005  $ 24,000( )        --
Chief Executive Officer
And Director
Devendar S. Bains,                  2005  $121,000(6)        --      $20,000 (1)
Chief technology officer            2004  $140,250(5)        --      $20,000 (1)
                                    2003  $162,000(2)        --      $20,000 (1)

Tarlochan Bains,                    2005  $ 90,000(7)        --
Vice President                      2004  $100,000(4)        --
and Director                        2003  $100,000(3)        --
</TABLE>

(1)   Represents  payment for health  insurance and  automobile  insurance/lease
      payments  on  behalf  of such  individual  but does not  include  deferred
      compensation.
(2)   Of the salary,  $22,293 was paid and  $139,707 was accrued but not paid in
      the year ended December 31, 2003.  Does not include $50,000 paid to Nirmal
      Bains, the wife of Devendar Bains.
(3)   Of the  salary,  $55,719  was paid and $44,281 was accrued but not paid in
      the year ended December 31, 2003.
(4)   Of the salary, $9,331 was accrued but unpaid at December 31, 2004.
(5)   Of the salary,  $58,000 was accrued but unpaid at December 31, 2004.  Does
      not include $50,000 paid to Nirmal Bains, the wife of Devendar Bains.
(6)   Of the salary,  $46,000 was accrued but unpaid at December 31, 2005.  Does
      not include $50,000 paid to Nirmal Bains, the wife of Devendar Bains.
(7)   Of the salary, $10,000 was accrued but unpaid at December 31, 2005.


                                       34
<PAGE>

Employment Agreements

      The Company entered into employment agreements with each of Devendar Bains
(Chairman,  Chief  Executive  Officer  and  Treasurer),  Tarlochan  Bains  (Vice
President - Operations),  and Nirmal Bains (Secretary),  which, as extended, now
expire on April 30,  2005.  The  employment  agreements  provide for annual base
salaries of  $162,000,  $100,000  and $50,000  with  respect to Devendar  Bains,
Tarlochan  Bains and  Nirmal  Bains,  respectively.  The  employment  agreements
provide for discretionary bonuses to be determined in the sole discretion of the
Board of  Directors  and  contain  covenants  not to  compete  with the  Company
following termination of employment.

      In June 1998, the Company issued 40,000 shares of Common Stock to Devendar
S. Bains, the Company's  President and Chief Executive Officer, in consideration
of the forgiveness by Mr. Bains of $50,000 of accrued salary owed to him.

      On December 31, 1998, accrued and unpaid salary in the aggregate amount of
$195,000  owed  as of  September  30,  1998 to  Devendar  S.  Bains  ($117,000),
Tarlochan  Bains  ($54,600)  and  Nirmal  Bains  ($23,400),  were  forgiven.  In
consideration of such forgiveness of accrued salary, the Company issued 104,000,
48,533 and 20,800 shares, respectively,  to such persons (based upon the closing
sales price of the Common Stock as of September 30, 1998).

      On March 31, 1999,  accrued and unpaid salary in the  aggregate  amount of
$20,717 owed as of December 31, 1998 to Devendar S. Bains  ($10,566),  Tarlochan
Bains ($6,629) and Nirmal Bains ($3,522) were forgiven. In consideration of such
forgiveness of accrued salary, the Company issued 4,025, 2,526 and 1,342 shares,
respectively,  to such persons (based upon the closing sales price of the Common
Stock as of March 31, 1999).

      On March 31, 1999,  accrued and unpaid salary in the  aggregate  amount of
$41,920  owed as of March 31,  1999 to Devendar  S. Bains  ($14,346),  Tarlochan
Bains  ($25,474) and Nirmal Bains ($2,100) were forgiven.  In  consideration  of
such  forgiveness of accrued  salary,  the Company  issued 5,465,  9,704 and 800
shares, respectively, to such persons (based upon the closing sales price of the
Common Stock as of March 31, 1999).

      On June 30, 1999,  accrued and unpaid  salary in the  aggregate  amount of
$57,546 owed as of June 30, 1999 to Devendar S. Bains ($27,424), Tarlochan Bains
($22,822) and Nirmal Bains  ($7,300) were  forgiven.  In  consideration  of such
forgiveness  of accrued  salary,  the Company  issued  15,398,  12,815 and 4,099
shares, respectively, to such persons (based upon the closing sales price of the
Common Stock as of June 30, 1999).

      On September 30, 1999,  accrued and unpaid salary in the aggregate  amount
of $38,541  owed as of  September  30,  1999 to  Devendar  S.  Bains  ($20,885),
Tarlochan  Bains  ($12,986)  and  Nirmal  Bains  ($4,700),   were  forgiven.  In
consideration of such  forgiveness of accrued salary,  the Company issued 3,358,
2,088 and 756  shares,  respectively,  to such  persons  (based upon the closing
sales price of the Common Stock on September 29, 1999).

      On December 31, 1999, accrued and unpaid salary in the aggregate amount of
$22,369 owed as of December 31, 1999 to Devendar S. Bains  ($14,346),  Tarlochan
Bains ($5,923) and Nirmal Bains ($2,100),  were forgiven.  In  consideration  of
such  forgiveness of accrued  salary,  the Company  issued 3,566,  1,060 and 376
shares, respectively, to such persons (based upon the closing sales price of the
Common Stock on December 31, 1999).


                                       35
<PAGE>

      There was no conversion of unpaid salary into equity from 2000 to 2004.

Stock Option Plans and Agreements

      Option Plan - In May 1996,  the  Directors of the Company  adopted and the
stockholders  of the Company  approved the adoption of the Company's  1996 Stock
Option Plan (the "1996  Option  Plan").  The 1996 Option Plan  provided  for the
issuance of 2,225,000 options. The purpose of the 1996 Option Plan was to enable
the Company to  encourage  key  employees  and  Directors to  contribute  to the
success of the Company by granting such employees and Directors  incentive stock
options ("ISOs") or non-qualified stock options ("NQOs").

      On October 19, 2005, the Company's  stockholders and Directors amended and
renewed the 1996 Option Plan,  designated  the 2005 Stock Option Plan (the "2005
Option Plan"),  which provided for the issuance of up to 5,000,000 options.  The
2005 Option Plan will be  administered  by the Board of Directors or a committee
appointed by the Board of Directors (the "Committee")  which will determine,  in
its discretion,  among other things,  the recipients of grants,  whether a grant
will consist of ISOs, NQOs or a combination thereof, and the number of shares to
be subject to such options.

      The 2005 Option Plan provides for the granting of ISOs or NQOs to purchase
Common Stock at an exercise  price to be determined by the Board of Directors or
the  Committee  not less than the fair market  value of the Common  Stock on the
date the option is granted.

      The total  number of shares with  respect to which  options may be granted
under the Option Plan is currently  5,000,000.  Options may not be granted to an
individual  to the extent that in the calendar  year in which such options first
become  exercisable  the shares subject to such options have a fair market value
on the date of grant in excess of $100,000.  No option may be granted  under the
Option Plan after  October 2015 and no option may be  outstanding  for more than
ten years after its grant. Additionally,  no option can be granted for more than
five (5) years to a stockholder owning 10% or more of the Company's  outstanding
Common Stock and such options must have an exercise  price of not less than 110%
of the fair market value on the date of grant.

      Upon the  exercise of an option,  the holder must make payment of the full
exercise  price.  Such payment may be made in cash or in shares of Common Stock,
or in a  combination  of both.  The  Company may lend to the holder of an option
funds sufficient to pay the exercise price, subject to certain limitations.

      The Option Plan may be  terminated  or amended at any time by the Board of
Directors, except that, without stockholder approval, the Option Plan may not be
amended to increase the number of shares subject to the Option Plan,  change the
class of persons eligible to receive options under the Option Plan or materially
increase the benefits of participants.

      As of December 31, 2005,  1,400,000 options to purchase Common Stock under
the 1996 Option Plan were granted and/or reserved to certain  employees,  and no
options were issued under the 2005 Option Plan.  The options are  exercisable at
between  $.15 and  $0.20  and  expire  on at  various  dates  through  2009.  No
determinations  have been made  regarding  the persons to whom  options  will be
granted  in the  future,  the  number of shares  which  will be  subject to such
options or the exercise prices to be fixed with respect to any option.


                                       36
<PAGE>

Other Options

      Pursuant to the terms a former employee's  employment agreement employment
agreement,   the  Company  issued  300,000  options  to  purchase  common  stock
exercisable  at $1.50 per  share.  The  options  were fully  vested but  expired
December 31, 2005.

      On January 13, 2006,  the Company  issued an option to purchase  1,000,000
shares of common stock at an exercise price of $.20 per share for legal services
rendered.


Item 11.   Security  Ownership of Certain  Beneficial  Owners and Management and
           Related Stockholder Matters.

      The  following  table sets forth,  as of March 31,  2006,  the  beneficial
ownership of our common stock (i) by the only persons who are known by us to own
beneficially  more  than 5% of our  common  stock;  (ii) by  each  director  and
executive  officer;  and  (iii)  by  all  directors  and  officers  as a  group.
Percentage   ownership  assumes  all  vested  warrants  and  options  are  fully
exercised,  and all  preferred  stock is  converted,  and is based on 30,113,267
shares of common stock issued and outstanding as of March 31, 2006.


Name and Address of                      Shares of Common         Percentage
Beneficial Owner*                         Stock Owned(1)           Ownership
-----------------                         --------------           ---------

John Chase Lee                               14,380,632(2)           33.5%

Jessica Hye Lee (3)                           1,000,000(3)            3.2%

Tarlochan Bains                                  76,726                <1%

Devendar S. Bains                             3,212,985(4)           10.7%

Joong Bin Lee (5)                                    --                --

Mikio Tajima                                         --                --

Harris Freedman                               2,509,525(6)            8.3%
1241 Gulf of Mexico Dr.
Longboat Key, FL 34228

Jerome Belson                                 2,240,000               6.8%
495 Broadway
New York, NY

GRQ Consultants, Inc.                         1,700,000(7)            5.6%
595 S. Federal Highway
Boca Raton, FL 33432

James Davidson                                1,525,000               5.1%
321 South Saint Asaph St
Alexandria, VA 22314

All Officers and Directors                   18,670,343              41.7%
as a Group (6 persons)

* Unless otherwise indicated,  the address of all persons listed in this section
is c/o Wi-Tron, Inc., 59 LaGrange Street, Raritan, NJ 08869


                                       37
<PAGE>

(1)  Beneficial  ownership is determined  in  accordance  with Rule 13d-3 of the
Securities and Exchange Commission. Percentages are based on the total number of
shares outstanding at March 31, 2006, plus the total number of shares underlying
outstanding  options,  warrants and preferred stock held by each person that are
exercisable or  convertible  within 60 days of such date.  Shares  issuable upon
exercise  of  outstanding  options  and  warrants,   however,   are  not  deemed
outstanding  for purposes of  computing  the  percentage  ownership of any other
person.

(2)  Represents (a) 200,000 shares of common stock held directly by Mr. Lee, (b)
109,400  shares of common stock held jointly with Mr. Lee's spouse,  (c) 625,000
shares of common  stock held by Mr.  Lee's  spouse,  of which Mr. Lee  disclaims
beneficial  ownership,  (d)  646,232  shares  of  common  stock  held  by  Axxon
Corporation, a company wholly owned by Mr. Lee, and (e) 128,000 shares of Series
C Convertible  Preferred Stock,  which is convertible into 12,800,000  shares of
common  stock at any time.  John Chase Lee is not related to either  Jessica Hye
Lee or Joong Bin Lee.

(3)  Represents  (a) 200,000  shares of common  stock,  and (b) 8,000  shares of
Series C Convertible  Preferred Stock,  which is convertible into 800,000 shares
of common  stock at any time.  Jessica Hye Lee is the wife of Joong Bin Lee, and
is not related to John Chase Lee.

(4)  Includes (a) options to purchase  1,000,000  shares of common stock held by
Mr. Bains,  and (b) options to purchase  50,000 shares of common stock within 60
days, and 28,173 shares of common stock held by Mr. Bains' spouse.

(5) Joong Bin Lee is the husband of Jessica Hye Lee.

(6) Represents (a) 1,373,901 shares held by Bridge Ventures,  Inc., of which Mr.
Freedman is an officer,  (b) 927,124  shares held by Annelies  Freedman IRA, Mr.
Freedman's spouse, and of which Mr. Freedman disclaims beneficial ownership, (c)
86,600  shares held by Harris  Freedman,  IRA,  (c) 69.900  shares held by SMACS
Holding Corp., of which Mr.  Freedman is an officer,  and (d) 52,000 shares held
by Mr. Freedman individually.

(7) Represents  shares of common stock held by GRQ Consultants,  Inc. 401K Plan,
of which Mr. Honig is sole trustee.

Item 12.  Certain Relationships and Related Transactions.

      Devendar S. Bains,  the former  Chief  Executive  Officer  agreed to defer
$46,000  (2005) and $58,000 (2004) of salaries to help the Company with its cash
flow. The current the Vice President of Operations  also agreed to defer $10,000
of salaries. In 2004, Devendar S. Bains loaned the Company an additional $37,991
and was repaid $4,500. As of December 31, 2005, the Company owed $345,842 to the
Devendar S. Bains for loans ($97,501) and accrued  salaries  ($248,341) and owed
other  officers an aggregate of $77,358 for accrued  salaries.  The total due to
all officers combined at December 31, 2005 was $416,200.

      See  "Management  - Employment  Agreement"  for  issuances to officers and
directors.


                                       38
<PAGE>

      The Company  intends to indemnify  its officers and  directors to the full
extent  permitted  by  Delaware  law.  Under  Delaware  law, a  corporation  may
indemnify  its agents for expenses and amounts paid in third party  actions and,
upon court approval in derivative actions, if the agents acted in good faith and
with reasonable care. A majority vote of the Board of Directors, approval of the
stockholder or court approval is required to effectuate indemnification.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933,  as amended,  may be permitted  to  officers,  directors or persons
controlling  the Company,  the Company has been advised  that, in the opinion of
the Securities and Exchange  Commission,  such indemnification is against public
policy as expressed in such Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Company of expenses  incurred or paid by an officer,  director or
controlling person of the Company in the successful defense of any action,  suit
or  proceeding) is asserted by such officer,  director or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

      Transactions  between the Company and its officers,  directors,  employees
and  affiliates  will be on terms no less  favorable  to the Company than can be
obtained from unaffiliated parties. Any such transactions will be subject to the
approval of a majority of the disinterested members of the Board of Directors.

Item 13.  Exhibits.

(a)(1) Financial Statements.

      The following financial statements are included in Part II, Item 7:


                                                                   Page
                                                                   ----
Report of Independent Certified Public Accountants                 F-2

Financial Statements

         Balance Sheets                                            F-3 to F-4

         Statements of Operations                                  F-5

         Statement of Stockholders' Deficiency                     F-6

         Statements of Cash Flows                                  F-7  to F8

         Notes to Financial Statements                             F-9 to F-25


                                       39
<PAGE>

(a) (2) Exhibits
<TABLE>

<S>        <C>
 1.1(1)    Form of Underwriting Agreement
 1.2(1)    Form of Selected Dealer Agreement
 1.3(1)    Form of Agreement Among Underwriters
 3.1(1)    Certificate of Incorporation of the Company
 3.2(1)    Certificate of Merger (Delaware)
 3.3(1)    Certificate of Merger (New Jersey)
 3.4(1)    Agreement and Plan of Merger
 3.5(1)    By-Laws of the Company
 3.6(2)    Certificate of Designation of Series A Preferred Stock
 3.7(3)    Certificate of Amendment to the Certificate of Incorporation
 4.1(1)    Specimen Certificate for shares of Common Stock
 4.2(1)    Specimen Certificate for Warrants
 4.3(1)    Form of Underwriter's Purchase Option
 4.4(1)    Form of Warrant Agreement
10.1(1)    1996 Incentive Stock Option Plan
10.2(1)    Employment Agreement between the Company and Devendar S. Bains
10.3(1)    Employment Agreement between the Company and Tarlochan Bains
10.4(1)    Employment Agreement between the Company and Nirmal Bains
10.5       Intentionally  Omitted
10.6       Intentionally  Omitted
10.7(1)    Agreement between the Company and Electronic Marketing Associates, Inc.
10.8(1)    Agreement between the Company and Link Microtek Limited.
10.9(1)    Agreement between the Company and ENS Engineering.
10.10(4)   Settlement Agreement between John Chase Lee and the Company
10.11      2005 Stock Option Plan
14         Code of Ethics
31.1       Certification of Chairman and Chief Executive Officer Pursuant to
           Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec. 1350).
31.2       Certification of Chief Accounting Officer Pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec. 1350).
32.1       Written Statement of Chairman and Chief Executive Officer Pursuant to
           Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
32.2       Written Statement of Chief Accounting Officer Pursuant to Section 906
           of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
</TABLE>


(1)   Incorporated by Reference to the Company's Registration Statement on
      Form SB-2, No. 333-11015.
(2)   Incorporated by Reference to the Company's Current Report on Form 8-K
      filed on August 3, 1999.
(3)   Incorporated by Reference to the Company's Current Report on Form 8-K
      filed on November 9, 2005.
(4)   Incorporated by Reference to the Company's Current Report on Form 8-K
      filed on July 21, 2005.


                                       40
<PAGE>

                      WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)

                          INDEX TO FINANCIAL STATEMENTS


                                                                 Page
                                                                 ----

Report of Independent Certified Public Accountants               F-2

Financial Statements

         Balance Sheets                                          F-3 to F-4

         Statements of Operations                                F-5

         Statement of Stockholders' Deficiency                   F-6

         Statements of Cash Flows                                F-7 to F-8

         Notes to Financial Statements                           F-9 to F-25



                                      -F1-
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)

We  have  audited  the  accompanying  balance  sheet  of  Wi-Tron,  Inc.  (f/k/a
Amplidyne, Inc.) as of December 31, 2005 and 2004, and the related statements of
operations,  stockholders' deficiency,  and cash flows for the years then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Wi-Tron,  Inc., as of December
31, 2005 and 2004,  and the results of its operations and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements,  the Company suffered losses from operations,  has no cash
and otherwise limited financial  resources,  raising substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note A. The  financial  statements do not include
any  adjustments  relating to the  recoverability  and  classification  of asset
carrying  amounts or the amounts and  classifications  of liabilities that might
result should the Company be unable to continue as a going concern.

March 28, 2006                                                          KBL, LLP
Forest Hills, New York


                                      -F2-
<PAGE>

                      WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)
                                 BALANCE SHEETS
                                December 31, 2005

<TABLE>
<CAPTION>

ASSETS - PLEDGED
                                                                                      2005                2004
                                                                                   ---------           ---------
<S>                                                                                <C>                 <C>
CURRENT ASSETS

         Cash and cash equivalents                                                 $  34,998           $ 122,234
         Accounts receivable, net of allowance for doubtful accounts of
           $702 and  $NIL in 2005 and 2004, respectively                              21,926              15,597
         Inventories                                                                 108,591             309,633
         Prepaid expenses and other                                                    1,208                  --
                                                                                   ---------           ---------
                  Total current assets                                               166,723             447,464
                                                                                   ---------           ---------

PROPERTY AND EQUIPMENT - AT COST

         Machinery and equipment                                                     587,276             565,629
         Furniture and fixtures                                                       43,750              43,750
         Autos and trucks                                                                 --              66,183
         Leasehold improvements                                                        8,141               8,141
                                                                                   ---------           ---------
                                                                                     639,167             683,703
         Less accumulated depreciation and amortization                             (621,306)           (681,956)
                                                                                   ---------           ---------
                                                                                      17,861               1,747
                                                                                   ---------           ---------
SECURITY DEPOSITS AND OTHER NON-CURRENT ASSETS                                         5,500                  --
                                                                                   ---------           ---------
TOTAL ASSETS                                                                       $ 190,084           $ 449,211
                                                                                   =========           =========
</TABLE>



        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
                                      -F3-

<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                                 BALANCE SHEETS
                                December 31, 2005

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)                                                          2005             2004
                                                                                                ------------     ------------
<S>                                                                                             <C>              <C>
CURRENT LIABILITIES

      Secured note payable -- Phoenix -- payment default                                        $     20,000     $     40,000
      Convertible notes payable pursuant to Lee financing agreement                                       --          406,000
      Notes payable to business associates of Lee                                                         --          100,000
      Accounts payable                                                                               280,293          321,063
      Other convertible notes payable                                                                     --           22,173
      Notes payable issued in connection with private placement of common stock,
         including accrued interest of $7,015 - payment default effective March 1, 2006              307,015               --
      Accrued expenses and other current liabilities (including delinquent federal payroll
         taxes, penalties and interest aggregating $90,752 (2005) and $81,353 (2004)                 214,998          199,198
      Accrued settlement of litigation                                                                95,000           95,000
      Advances from customers                                                                             --           22,008
      Loans payable - officers                                                                       423,200          368,706
                                                                                                ------------     ------------

              TOTAL CURRENT LIABILITIES REPRESENTING TOTAL
                      LIABILITIES                                                                  1,340,506        1,574,148
                                                                                                ------------     ------------

STOCKHOLDERS' (DEFICIENCY)

      Convertible Preferred stock, Series C - authorized  5,000,000 shares of $.0001 par
              value; 140,000 shares issued and outstanding at December 31,
                       2005, with a liquidation preference of $2 per share ($280,000)                     14               --

      Common stock - authorized, 100,000,000 shares of $.0001 par value;
              shares 23,338,267 and 10,668,267 shares issued/issuable
                       and outstanding at December 31, 2005 and 2004, respectively                     2,334            1,067

      Additional paid-in capital                                                                  23,794,954       22,502,985

      Accumulated deficit                                                                        (24,947,724)     (23,628,989)
                                                                                                ------------     ------------
                                                                                                  (1,150,422)      (1,124,937)
                                                                                                ------------     ------------
                                                                                                $    190,084     $    449,211
                                                                                                ============     ============
</TABLE>



        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
                                      -F4-
<PAGE>

                      WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)
                            STATEMENTS OF OPERATIONS
                          Year ended December 31, 2005

<TABLE>
<CAPTION>

                                                                            2005           2004
                                                                       ------------    ------------
<S>                                                                    <C>             <C>
Net sales                                                              $    471,487    $    743,790

Cost of goods sold  (including write-down of raw materials
         inventory of  $129,906 in 2005 and $129,906 in 2004)               626,003         770,157
                                                                       ------------    ------------
                  Gross loss                                               (154,516)        (26,367)
                                                                       ------------    ------------
Operating expenses

         Selling, general and administrative                                603,211         549,414
         Research, engineering and development                              552,076         256,175
                                                                       ------------    ------------
                                                                          1,155,287         805,589
                                                                       ------------    ------------
                  Operating loss                                         (1,309,803)       (831,956)

Nonoperating income (expenses)

         Interest income and other income                                        --           4,535
         Loss incurred on rescission  of prior year
                  agreements with Phoenix to invest in the Company               --         (40,780)
         Interest expense                                                    (8,092)         (1,200)
         Federal tax penalties and interest                                 (51,738)        (11,684)
         Litigation settlement costs                                             --         (20,460)
         Gain on sale of property & equipment                                    --           4,000
         Loan conversion costs                                              (21,627)             --
         Sale of New Jersey tax benefits                                     73,126         129,317
                                                                       ------------    ------------
                  Loss before income taxes                               (1,318,134)       (768,228)

Provision for income taxes                                                      601             650
                                                                       ------------    ------------
                  NET LOSS                                             $ (1,318,735)   $   (768,878)
                                                                       ============    ============
Net loss per share - basic and diluted                                 $      (0.09)   $      (0.07)
                                                                       ============    ============
Weighted average number of shares outstanding                            15,195,746      10,376,500
                                                                       ============    ============
</TABLE>




        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
                                      -F5-
<PAGE>

                     WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)
                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
                     Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                      Series C Convertible
                                                                         Preferred Stock            Common Stock
                                                                     ------------------------  -----------------------
                                                                       Shares      Par Value     Shares     Par Value
                                                                       ------      ---------     ------     ---------

<S>                                                                  <C>          <C>          <C>          <C>
BALANCE AT DECEMBER 31, 2003  (restated)                                     --   $       --   10,418,267   $    1,042

Net loss for the year ended December 31, 2004 (restated)
Litigation settlement to be paid through  issuable common stock                                   250,000           25
                                                                     ----------   ----------   ----------   ----------

BALANCE AT DECEMBER 31, 2004  (restated)                                     --           --   10,668,267        1,067

Net loss for the year ended December 31, 2005
Issuance of convertible preferred stock in satisfaction of certain
          loans from John C. Lee and Jessica Lee                        140,000           14
Notes payable converted into common stock                                                         370,000           37
Private placement of common stock, net of costs of $56,000                                     12,050,000        1,205
Private placements costs to be paid with issuable common stock                                    200,000           20
Services rendered by third party to be paid with common stock                                      50,000            5
                                                                     ----------   ----------   ----------   ----------

BALANCE AT DECEMBER 31, 2005                                            140,000   $       14   23,338,267   $    2,334
                                                                     ==========   ==========   ==========   ==========

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

                                                                      Additional
                                                                        Paid-In       Accumulated
                                                                        Capital         Deficit               Total
                                                                        -------         -------               -----

BALANCE AT DECEMBER 31, 2003  (restated)                             $ 22,494,850    $(22,860,111)        $   (364,219)

Net loss for the year ended December 31, 2004  (restated)                                (768,878)            (768,878)
Litigation settlement to be paid through common stock                       8,135                                8,160
                                                                     ------------    ------------         ------------

BALANCE AT DECEMBER 31, 2004 (restated)                                22,502,985     (23,628,989)          (1,124,937)

Net loss for the year ended December 31, 2005                                          (1,318,735)          (1,318,735)
Issuance of convertible preferred stock in satisfaction of certain
          loans from John C. Lee and Jessica Lee                          699,986              --              700,000
Notes payable converted into common stock                                  44,363                               44,400
Private placements of common stock, net of costs of $56,000               515,795                              517,000
Private placement costs to be paid with common stock                       25,980                               26,000
Services rendered by third party to be paid with common stock               5,845                                5,850
                                                                     ------------    ------------         ------------

BALANCE AT DECEMBER 31, 2005                                         $ 23,794,954    $(24,947,724)        $ (1,150,422)
                                                                     ============    ============         ============
</TABLE>


        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
                                      -F6-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                            STATEMENTS OF CASH FLOWS
                          Year ended December 31, 2005

<TABLE>
<CAPTION>
                                                                                                             2005           2004
                                                                                                         -----------    -----------
<S>                                                                                                      <C>            <C>
Cash flows from operating activities:
Net Loss                                                                                                 $(1,318,735)   $  (768,878)
                                                                                                         -----------    -----------
Adjustments to reconcile net loss to net cash used in operating activities
                  Provision for doubtful accounts receivable                                                      --         21,260
                  Gain on sale of property & equipment                                                            --         (4,000)
                  Salary deferrals added to officer loans                                                     62,635         74,217
                  Issuance of secured promissory note in connection with loss
                      incurred on  rescission of agreements with Phoenix to invest in the Company                 --         40,000
                  Provision for inventory write-down                                                         129,906        101,039
                  Depreciation and amortization                                                                5,537         35,329
                  Provision for litigation settlements                                                            --         20,460
                  Litigation settlements paid in cash                                                             --        (42,000)
                  Interest accrued added to private placement and convertible promissory notes                 7,015          1,200
                  Loan conversion costs                                                                       21,627             --
                  (Payment) return of security deposits                                                       (5,500)        35,625
                  Payment of legal fees by Lee on behalf of the Company                                           --         12,000
                  Consultant paid through the issuance of common stock                                         5,850             --
                  Changes in assets and liabilities
                           Accounts receivable                                                                (6,329)        54,626
                           Inventories                                                                        71,136         (2,963)
                           Prepaid expenses and other assets                                                  (1,212)        12,307
                           Accounts payable and accrued expense                                              (54,370)        97,367
                           Advances from customer                                                            (22,008)       (37,992)
                                                                                                         -----------    -----------
                                    Total adjustments                                                        214,287        418,475
                                                                                                         -----------    -----------
                   Net cash used in operating activities                                                  (1,104,448)      (350,403)
                                                                                                         -----------    -----------
Cash flows from investing activities:
         Proceeds from sale of property and equipment                                                             --          4,000
         Purchase of property and equipment                                                                  (21,647)            --
                                                                                                         -----------    -----------
                  Net cash (used in) provided by investing activities                                        (21,647)         4,000
                                                                                                         -----------    -----------
Cash flows from financing activities:
         (Decrease) Increase in overdraft                                                                         --        (17,855)
         Payment of secured promissory note to Phoenix                                                       (20,000)            --
         Proceeds from convertible notes pursuant to Lee financing                                           194,000             --
         Proceeds from notes payable in connection with private placement of common stock                    300,000             --
         Proceeds from the sale of common stock via private placements                                       573,000             --
         Proceeds of stock purchase and financing agreements by Phoenix, deal subsequently
                  rescinded; repaid by Lee on behalf of the Company                                               --        100,000
         Proceeds from convertible notes received directly in cash pursuant to Lee financing                      --        243,000
         Proceeds of temporary additional advance from Lee                                                        --          6,000
         Proceeds from notes payable to business associates of Lee                                                --        100,000
         (Payment of) proceeds from loans from officers                                                       (8,141)        37,492
                                                                                                         -----------    -----------
                  Net cash provided by financing activities                                                1,038,859        468,637
                                                                                                         -----------    -----------

                                                                           Continued on next page
</TABLE>



        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
                                      -F7-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                            STATEMENTS OF CASH FLOWS
                          Year ended December 31, 2005

<TABLE>
<CAPTION>

Continued from previous page

<S>                                                                                                        <C>            <C>
NET (DECREASE) INCREASE IN CASH                                                                            $ (87,236)     $ 122,234

Cash and cash equivalents at beginning year                                                                  122,234             --
                                                                                                           ---------      ---------
Cash and cash equivalents at end year                                                                      $  34,998      $ 122,234
                                                                                                           =========      =========
Supplemental disclosures of cash flow information:

         Cash paid for: Interest                                                                           $      --      $      --
                        Income taxes                                                                             601            650

Noncash financing activities:

         Book value of other convertible notes payable converted                                           $  22,773      $      --
         Loan conversion cost reflected in operations for this debt                                           21,627             --
                                                                                                           ---------      ---------
                                                                                                           $  44,400      $      --
                                                                                                           =========      =========

         Fair value of notes converted credited to stockholders' deficiency
                  Common Stock                                                                             $      37      $      --
                  Additional paid-in-capital                                                                  44,363             --
                                                                                                           ---------      ---------
                                                                                                           $  44,400      $      --
                                                                                                           =========      =========

         Convertible notes issued by Company pursuant to Lee financing agreement                           $      --        500,000
         Less: Proceeds received directly in cash by Company                                                      --        343,000
                                                                                                           ---------      ---------
                  Payment of Company obligations by lender in connection with
                           financing agreement in exchange for convertible notes                           $      --      $ 157,000
                                                                                                           =========      =========
</TABLE>




        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
                                      -F8-

<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

NOTE A - NATURE OF OPERATIONS AND LIQUIDITY

      Wi-Tron,  Inc.  (f/k/a  Amplidyne,  Inc.) (the  Company) has  historically
operated in one segment,  which is the design,  manufacture and selling of ultra
linear power amplifiers and related subsystems to the worldwide wireless,  local
loop and satellite uplink telecommunications market.

      The Company's financial  statements have been presented on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the normal course of business.  The liquidity of the Company has
been adversely  affected in recent years by significant  losses from operations.
The Company has  incurred  losses of  $1,318,735  and $768,878 in 2005 and 2004,
respectively.

With remaining cash of only $34,998 and reduced  revenues,  management  believes
that the  Company  will  continue  to have some  difficulty  meeting its working
capital  obligations over the next 12 months. The Company is presently dependent
on cash flows generated from sales and private  placements of debt or equity. If
we don't substantially  improve our deteriorated revenues or if we are unable to
raise  additional  capital  through  private  placements,  there will be serious
adverse consequences and, accordingly, there is substantial doubt in our ability
to remain in business  over the next 12 months.  There can be no assurance  that
sufficient financing will be available to the Company on acceptable terms, or at
all. If adequate funds are not available,  the Company may be required to delay,
scale  back  or  eliminate  its  research,   engineering   and   development  or
manufacturing  programs or obtain funds  through  arrangements  with partners or
others  that may  require  the  Company to  relinquish  rights to certain of its
technologies or potential products or other assets.  Accordingly,  the inability
to obtain such financing  could have a material  adverse effect on the Company's
business, financial condition and results of operations.

      The Company funded certain operating  expenses through  borrowings (in the
form of  deferring  salaries and cash  advances)  from  officers  and  principal
shareholders.  The  Company  has in the past  issued  its  stock in lieu of cash
payments for  compensation,  sales  commissions  and consulting  fees,  wherever
possible.

      Management's plans for dealing with the foregoing matters include:

      -  Increasing  sales  of its high  speed  internet  connectivity  products
      through both individual customers, strategic alliances and mergers.

      - Decreasing  the  dependency on certain major  customers by  aggressively
      seeking other customers in the amplifier markets;

      - Partnering  with  significant  companies to jointly  develop  innovative
      products,  which has yielded orders with multinational  companies to date,
      and which are expected to further expand such relationships;

      -  Maintaining  a  reduced  cost  structure  through  a  more  streamlined
      operation by using automated


                                      -F9-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

      machinery to produce components for our products;

      - Deferral of payments of officers' salaries, as needed;

      - Selling  remaining net operating  losses  applicable to the State of New
      Jersey, pursuant to a special government high-technology incentive program
      in order to provide working capital, if possible;

      - Reducing overhead costs and general expenditures.

      - Merging with another  company to provide  adequate  working  capital and
      jointly develop innovative products.


NOTE B - SUMMARY OF ACCOUNTING POLICIES

      A summary of the significant  accounting policies  consistently applied in
the preparation of the accompanying financial statements follows.

1. REVENUE RECOGNITION

      Revenue is recognized  upon shipment of products to customers  because our
shipping  terms are F.O.B.  shipping  point.  There are  generally  no rights of
return,  customer acceptance protocols,  installation or any other post-shipment
obligations. All of our products are custom built to customer specifications. We
provide an industry  standard one-year limited warranty under which the customer
may  return  the  defective  product  for  repair  or  replacement.  There is no
maintenance or support revenue.

      Returns  received under warranty are not material  relative to sales,  nor
are  the  costs  to   repair.   All  sales  are  final,   except  for   warranty
repair/replacement  and  there is no price  protection.  In  addition,  the only
company  post-shipment  obligation  is  for  warranty  repair  and  replacement.
Finally, we do not install product or provide services for a fee.

2. INVENTORIES

      Inventories are stated at the lower of cost or market;  cost is determined
using the first-in,  first-out method. As virtually all of our products are made
to customer  specifications,  we do not keep finished  goods in stock except for
completed  customer  orders  that have not been  shipped.  Our  work-in-progress
generally consists of customer orders that are in the process of manufacture but
are not yet complete at the period end date. We review all of our components for
obsolescence  and excess  quantities on a periodic  basis and make the necessary
adjustments to net realizable  value as deemed  necessary.  At December 31, 2005
and 2004, inventories consisted of the following:


                                      -F10-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

                                                2005         2004
                                              --------     --------
     Component parts                          $ 58,177     $230,812
     Work-in-progress                           36,431       76,568
     Finished Goods                             13,983        2,253
                                              --------     --------
                                              $108,591     $309,633
                                              ========     ========

3. PROPERTY, PLANT AND EQUIPMENT

         Depreciation and amortization are provided for in amounts sufficient to
relate the cost of depreciable assets to operations over their estimated service
lives,  which  range  from  three to seven  years.  Leasehold  improvements  are
amortized over the lives of the respective  leases,  or the service lives of the
improvements,  whichever is shorter. The straight-line method of depreciation is
followed for  substantially  all assets for financial  reporting  purposes,  but
accelerated methods are used for tax purposes.

4. VALUATION OF LONG-LIVED ASSETS

         The  Company  reviews  long-lived  assets  held and  used for  possible
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. The Company has not recorded
any provision for the impairment of long-lived assets at December 31, 2005.

5. INCOME TAXES

         The Company accounts for income taxes under the provisions of Statement
of Financial  Accounting  Standards No. 109,  Accounting for Income Taxes.  This
statement  requires,  among other things,  an asset and  liability  approach for
financial  accounting and reporting of deferred income taxes.  In addition,  the
deferred tax  liabilities  and assets are required to be adjusted for the effect
of any future changes in the tax law or rates.  Deferred income taxes arise from
temporary  differences  resulting  in the basis of assets  and  liabilities  for
financial  reporting and income tax purposes.  A valuation allowance is provided
if the Company is uncertain as to the realization of deferred tax assets.

6. RISKS,  UNCERTAINTIES AND CERTAIN  CONCENTRATIONS OF CREDIT RISK AND ECONOMIC
DEPENDENCY

         The  Company's  future  results  of  operations  involve  a  number  of
significant  risks and  uncertainties.  Factors that could affect the  Company's
future  operating  results  and cause  actual  results to vary  materially  from
expectations  include,  but are not limited  to,  dependence  on key  personnel,
dependence on a limited number of customers,  ability to design new products and
product  obsolescence,  ability to generate consistent sales, ability to finance
research and development,  government regulation,  technological innovations and
acceptance, competition, reliance on certain vendors, credit and other risks.

         Additionally,  the  Company  assumes  certain  insurance  risks by self
insuring and its statutorily required workers  compensation  coverage lapsed due
to non  payment of the  premiums.  The  Company  has no  reserves  to cover self
insurance losses.


                                      -F11-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

      Financial   instruments,   which   potentially   subject  the  Company  to
concentrations  of  credit  risk,  consist  principally  of  cash  and  accounts
receivable.

      The Company  maintains cash and cash equivalents in bank deposit and money
market  accounts in one bank,  which,  at times,  may exceed  federally  insured
limits or not be insured.  The Company  has not  experienced  any losses in such
accounts  and does not believe it is exposed to any  significant  credit risk on
cash and cash equivalents.

      During 2005, one customer accounted for approximately 88% of net sales and
99% of net  accounts  receivable  at December  31,  2005.  Export  sales in 2005
accounted for substantially all net sales and were primarily to Europe.

      During 2004, one customer accounted for approximately 95% of net sales and
100% of net  accounts  receivable  at December  31,  2004.  Export sales in 2004
accounted for approximately all net sales and were primarily to Europe.

      In addition, the Company is dependent on a limited number of suppliers for
key components used in the Company's products  (primarily power transistors) and
subcontracted manufacturing processes.  Management believes that other suppliers
could provide similar  components and processes on comparable terms. A change in
suppliers, however, could disrupt manufacturing.

      The  carrying  values of  financial  instruments  potentially  subject  to
valuation risk,  consisting of cash and cash equivalents,  accounts  receivable,
and officer's loan receivable,  approximate fair value,  principally  because of
the short maturity of these items.

7. USE OF ESTIMATES

      In preparing financial statements in conformity with accounting principles
generally  accepted in the United  States of America,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and revenues and  expenses  during the  reporting
period. Actual results could differ from those estimates.

8. STOCK-BASED EMPLOYEE COMPENSATION

      Stock-based  employee  compensation  is accounted  for under the intrinsic
value based method as prescribed by  Accounting  Principles  Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees, and related interpretations as
clarified by Financial  Interpretation  No. 44 (FIN 44),  Accounting for Certain
Transactions  Involving  Stock  Compensation.  Included  in  these  notes to the
financial  statements  are the pro forma  disclosures  required by  Statement of
Financial  Accounting   Standards  No.  123  (SFAS  No.  123),   Accounting  for
Stock-Based Compensation. Effective 2006, FAS 123R supersedes APB 25 (see impact
of Recent Accounting Pronouncements below).


                                      -F12-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

      Under the fair value  method,  the  Company's  net loss and loss per share
would have been as follows:

                                           2005                  2004
                                     ----------------       ---------------
                                                              As Restated
     Net loss                        $    (1,406,279)       $     (923,061)
     Loss per share                  $         (0.09)       $        (0.09)

9. CASH AND CASH EQUIVALENTS

      The  Company  considers  all  highly  liquid  investments  purchased  with
original maturities of three months or less to be cash equivalents.

10. ADVERTISING EXPENSES

      The Company expenses  advertising costs as incurred.  Advertising expenses
were  $500  and  $6,649  for  the  years  ended  December  31,  2005  and  2004,
respectively.

11. RESTATEMENT OF PRIOR AND CURRENT YEAR'S FINANCIAL STATEMENTS

      During the quarter ended March 31, 2005, as a result of management  review
of accounts  payable details,  it was determined that  liabilities  reflected as
outstanding  at both  December  31, 2004 and 2003 for  accounts  payable were no
longer due and  payable.  The  write-off  of these  liabilities  resulted in the
reflection  of a gain of $135,846  reflected  in  operations  for the year ended
December 31, 2003, and reduction in Company  liabilities  and a reduction in its
shareholders'  deficit  at  December  31,  2004  and  2003.   Accordingly,   the
accumulated  deficit as originally reported at December 31, 2003 as reflected in
the  Statement  of  Shareholders'  Deficiency  has been  restated to reflect the
write-off of accounts  payable  balances as they should have  occurred  prior to
December 31, 2003.

12. LOSS PER SHARE

      The Company  complies with the  requirements  of the Financial  Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 128,
"Earnings per Share" ("SFAS No. 128").  SFAS No. 128 specifies the  compilation,
presentation  and  disclosure  requirements  for earnings per share for entities
with publicly held common stock or potential  common stock.  Net loss per common
share - basic and diluted is determined by dividing the net loss by the weighted
average number of common stock outstanding.  Net loss per common share - diluted
does not include potential common shares derived from stock options and warrants
(see Note C) because they are antidilutive.


                                      -F13-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

13. SEGMENT INFORMATION

      The Company has not pursued its wireless  Internet  connectivity  business
since 2003 and is essentially currently operating in one segment.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

      Cash and cash equivalents,  accounts  receivable,  accounts  payable,  and
accrued  expenses   reported  in  the  consolidated   balance  sheets  equal  or
approximate fair value due to their short maturities.

15. IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

      In May 2005, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement No. 154,  "Accounting  Changes and  Corrections - A Replacement of APB
No.  29 and  FASB  No.  3."  The  statement  changes  the  requirements  for the
accounting  for  and  reporting  of a  change  in  accounting  principles.  This
Statement  applies to all voluntary  changes in accounting  principles.  It also
applies  to changes  required  by an  accounting  pronouncement  in the  unusual
instance that the pronouncement does not include specific transition provisions.
When a pronouncement  includes specific  transition  provisions those provisions
should be followed.

      Opinion 20 previously  required that most voluntary  changes in accounting
principle be  recognized  by including in net income of the period of the change
the  cumulative  effect  of  changing  to the  new  accounting  principle.  This
Statement  requires  retrospective   application  to  prior  periods'  financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change. When it is impracticable to determine the period-specific  effects of an
accounting  change  on one or more  individual  prior  periods  presented,  this
Statement requires that the new accounting  principle be applied to the balances
of assets and  liabilities as of the beginning of the earliest  period for which
retrospective  application is practicable and that a corresponding adjustment be
made  to  the  opening  balance  of  retained  earnings  (or  other  appropriate
components of equity or net assets in the  statement of financial  position) for
that  period  rather  than being  reported  in an income  statement.  When it is
impracticable  to  determine  the  cumulative  effect  of  applying  a change in
accounting principle to all prior periods,  this Statement requires that the new
accounting  principle  be applied as if it were adopted  prospectively  from the
earliest date practicable.

      The  Statement is effective  for  accounting  changes and  corrections  of
errors made in fiscal years beginning after December 15, 2005. Early adoption is
permitted for accounting  changes and corrections of errors made in fiscal years
beginning after the date this Statement is issued.


                                      -F14-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

      In December  2004,  the FASB issued a revision of FASB  Statement No. 123,
"Accounting for Stock-Based Compensation". This Statement supersedes APB Opinion
No.  25,   Accounting   for  Stock  Issued  to   Employees",   and  its  related
implementation guidance. This statement establishes standards for the accounting
for transactions in which an entity  exchanges its equity  instruments for goods
and  services.  It  also  addresses  transactions  in  which  an  entity  incurs
liabilities  in exchange for goods and services that are based on the fair value
of the  entity's  equity  investments  or that may be settled by the issuance of
those  equity  instruments.  This  statement  focuses  primarily  on  accounting
transactions in which an entity obtains employee services in share-based payment
transactions.  This  statement  requires  all share based  payments to employees
including  grants of employee stock  options,  to be recognized in the financial
statements.  The proforma disclosures  previously permitted will no longer be an
alternative to financial statement recognition. For public entities that file as
small business  issuers,  this statement is effective as of the beginning of the
first interim period or annual  reporting  period that begins after December 31,
2005.  We will adopt this new standard  effective for the first quarter of 2006.
Future  compensation  expense may be impacted by various  factors  including the
number of options granted and their related fair value at the date of grant.

      In  December,  2004,  the FASB  issued  Statement  No.  153  "Exchange  of
Nonmonetary  Assets - an  amendment  to APB Opinion No. 29". The guidance in APB
No. 29, Accounting for Nonmonetary Transactions,  is based on the principle that
exchanges  of  nonmonetary  assets  should be  measured on the fair value of the
assets  exchanged.  The  guidance in that  Opinion,  however,  included  certain
exceptions to that principle.  This statement amends Opinion 29 to eliminate the
exception  for the  nonmonetary  exchanges  of  similar  productive  assets  and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial  substance.  A nonmonetary exchange has commercial substance
if the future cash flows of the entity are expected to change significantly as a
result of the  exchange.  The  provisions  of this  statement  are effective for
nonmonetary exchanges Occurring in fiscal periods beginning after June 15, 2005.
Management  does not  believe  the  adoption  of this  statement  will  have any
material effect on the Company.

      In November,  2004, the FASB issued Statement No. 151,  "Inventory Costs -
an amendment of ARB No. 43,  Chapter 4". This  statement  amends the guidance in
ARB No. 43,  Chapter 4,  "Inventory  Pricing",  to clarify  the  accounting  for
abnormal amounts of idle facility expense,  freight,  handling costs, and wasted
material  (spoilage).  Paragraph 5 of ARB 43, Chapter 4, previously  stated that
"under  some  circumstances,  items  such as idle  facility  expense,  excessive
spoilage,  double freight, and rehandling costs may be so abnormal as to require
treatment as current period  charges." This statement  requires that those items
be  recognized  as  current-period  charges  regardless of whether they meet the
criterion of "so abnormal." In addition, this statement requires that allocation
of fixed production  overheads to the costs of conversion be based on the normal
capacity of the production facilities. This statement is effective for inventory
costs incurred  during fiscal years  beginning  after June 15, 2005.  Management
does not believe the adoption of this statement will have any material effect on
the Company.


                                     -F15-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

NOTE C - STOCKHOLDERS' EQUITY

1.    Warrants and Options

      At December 31, 2005, the following 95,000 warrants, remained outstanding:

      (1)   20,000 exercisable at $1.00 through May 2010

      (3)   75,000 exercisable at $.96 through March 2007

      At December 31, 2005, the Company had employee  stock options  outstanding
to acquire  1,400,000 shares of common stock at exercise prices of $.15 to $0.20
per share.

2.    Stock Purchase and Financing Agreements

      On January 28, 2004,  the Company  entered into a  Subscription  Agreement
(the "Agreement") with Phoenix Opportunity Fund II, L.P. ("Phoenix"),  a limited
partnership organized under the laws of the State of Delaware, pursuant to which
Phoenix  agreed to make  investments  in the Company in  exchange  for notes and
preferred shares.

      The preferred shares were never issued to Phoenix.  Due to a dispute among
the Parties with respect to the terms of the loan  transaction.  The Company and
Phoenix  agreed  to  rescind  their  agreement,  and the  Company  agreed to pay
Phoenix:  (i) $20,000 in cash for the funds  Phoenix  invested,  (ii) $80,000 in
cash for the funds which  Phoenix  lent to the  Company,  and (iii)  $40,000 for
expenses  incurred by Phoenix on behalf of the Company.  The $40,000 was paid by
delivery of a secured  promissory note due March 31, 2005, and bearing  interest
at the rate of eight percent per annum secured by  substantially  all the assets
of the Company.

      The Company  did not make the  required  $40,000  payment due on March 31,
2005 under the Phoenix rescission  agreement,  and the Company remains currently
delinquent.  However,  the  Company  did make a payment  of  $10,000  during the
quarter  ended June 30,  2005,  a payment of $5,000  during  the  quarter  ended
September 30, 2005 and a payment of $5,000 during the quarter ended December 31,
2005. As yet, no action has been taken by Phoenix concerning this default.

      In a  separate  transaction,  John  Chase Lee of  Piscataway,  NJ  ("Lee")
entered into a Note Purchase  Agreement  with the Company by which Lee agreed to
lend the Company an initial $200,000 and up to an additional  $200,000 in one or
more  installments  on or before October 30, 2004. The Company agreed to deliver
to John Lee convertible  promissory  notes which are  convertible  into Series C
shares  representing  approximately 80% of the Company's  outstanding stock on a
fully diluted basis. Such conversion will take place at such time as the Company
is able to do so.  Messrs.  Devendar  Bains and Tarlochan  Bains are required to
devote their full business time and attention to the business of the Company for
eight (8) years from May 25, 2004.  In the event that either  Devendar  Bains or
Tarlochan Bains must leave the employ of the Company for any reason, each agrees
that,  if requested  by the Board of  Directors of the Company,  he will use his
best efforts to find a qualified replacement for himself acceptable to the Board
of  Directors,  and that he will not engage in a business  competitive  with the
Company for a period of eight (8) years. On May 25, 2004, Lee loaned the Company
$250,000,  and was  issued  three  convertible  promissory  notes  which will be
convertible in the aggregate into Series C shares representing approximately 40%
of the  Company's  outstanding  stock  on a fully  diluted  basis,  if and  when
converted.  If not  converted,  the notes are payable on demand,  provided  that
demand cannot be made before December 31, 2004, unless the Company is in default
of the Note Purchase Agreement.


                                     -F16-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

      Of the $250,000 loaned to the Company, $100,000 was used to pay Phoenix in
connection with the rescission described above, $45,000 was used to make a final
payment in resolution  of  litigation  with High Gain Antenna Co. Ltd. of Korea,
and to pay associated bank fees,  $12,000 was used to pay legal fees and $43,000
was used for working capital purposes. In August 2004, an additional $50,000 was
received  from each of Hye Joung Lee (A/K/A  Jessica  Lee) and Joong Bin Lee (an
aggregate of $100,000) in connection with the same agreement.  These parties are
business  associates of John Lee, but otherwise  unrelated.  In October 2004, an
additional  $156,000 was received  from John Lee, of which $6,000  represented a
temporary additional advance outside of the Series C Convertible financing.

      At various times from February  through May 2005, an aggregate of $194,000
was  received  from  John  Lee in  connection  with  the  Series  C  Convertible
financing.

      On June 27, 2005,  the Company  entered into an agreement with Lee whereby
130,000 Series C Preferred shares  (convertible  into 13,000,000  common shares)
would be issued in full  satisfaction  of  $650,000  of loans made by him to the
Company. The conversion of the loans into convertible preferred stock took place
on August 11, 2005.

3.    Private Placements of Common Stock and Debt

      In June 2005 the Board of Directors consented to the following:

      - Authorized and created 500,000 Series C Convertible Preferred Stock with
      a par  value of $.0001  with each  share  convertible  into 100  shares of
      common stock;

      - Amend the Certificate of Incorporation to increase the authorized shares
      of common  stock to  100,000,000  shares,  $.0001 par value and  preferred
      stock to 5,000,000 shares, $.0001 par value;

      - Authorize  the  conversion  of  $650,000  of the Lee notes into  130,000
      shares of Series C Convertible  Preferred  Stock  (converted on August 11,
      2005);

      - Renew  and  amend  the  Stock  Option  Plan  extending  the  plan for an
      additional  ten (10)  years and  increasing  the  number  of  shares  from
      2,250,000 to 5,000,000;

      - Issue to Jessica  Lee 10,000  shares of Series C  Convertible  Preferred
      Stock convertible into 1,000,000 shares of common stock in satisfaction of
      $50,000 due to her (converted on August 11, 2005);

      -  Issue  185,000  shares  to  each  of the  holders  of  the  convertible
      promissory  notes (an  aggregate  of  370,000  shares)  with a balance  of
      $22,773  at June 30,  2005 at a price of $.06 per share  reduced  from the
      $.10 per share as set forth in the  promissory  notes  (these  shares were
      issued on July 26, 2005);


                                      -F17-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

      - Issue  200,000  shares of common  stock and  200,000  cashless  warrants
      exercisable at $.30 per share to its lawyer for services  rendered  (these
      shares have not been issued);

      - Issue an  aggregate  of  7,000,000  shares  of common  stock to  certain
      selected  individuals and entities via Private Placements (issued July 21,
      2005) with piggy-back registration rights and;

      - Settlement of the liability for unpaid officer  compensation through the
      issuance of common stock warrants and the  establishment of new employment
      agreements (See Note F).

      In June 2005, the Company completed two private placements of common stock
aggregating 7,000,000 shares and $270,000 in cash proceeds.

      In August 2005, the Company  completed a private placement of common stock
and notes payable  aggregating  600,000 shares with $336,000 in cash proceeds as
of December 31, 2005.  The offering was  represented by 6 units at $56,000 each.
Each unit consists of 100,000  shares of common stock and a $50,000 note payable
with interest at 6%. A total of 600,000  shares were issued in this offering for
a total of $36,000. The notes, aggregating $300,000, are due upon the earlier of
the  Company   completing  any  financing  with  gross  proceeds  in  excess  of
$1,000,000;  or March 1, 2006.  The  Company has sent  letters to the  investors
requesting  a 90 day  extension  on the notes until June 1, 2006.  To date,  the
Company has not heard back from the investors.

      In November 2005, the Company  commenced a private placement of 10,000,000
shares of common stock to  accredited  investors  at $.06 per share  pursuant to
Regulation D of the Securities Act of 1933, as amended, and Rule 506 promulgated
there under.  The Company  received  gross  proceeds of $267,000 in November and
December  2005  for  4,450,000  issuable  shares.  The  Company's  officers  and
directors  directed the sale and received no commissions or other  remuneration.
The shares in connection with this offering were issued in January 2006.


                                     -F18-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

NOTE D - STOCK OPTION PLANS

      An option and stock  appreciation  rights (SARs) plan was authorized prior
to the public offering whereby options could be granted to purchase no more than
1,500,000  shares of common  stock at  exercise  prices no less than fair market
value as of date of grant. At the 2001 Annual Shareholders' Meeting, the maximum
number of shares set aside for this plan was increased to 2,225,000. By majority
consent of the  shareholders  in August 2005,  the maximum  number of shares set
aside for this plan was  increased to 5,000,000 and the plan was extended for an
additional  10 year  period.  Under the plan,  employees  and  directors  may be
granted  options to purchase  shares of common stock at the fair market value at
the time of grant.  Options  generally  vest in three  years and  expire in four
years from the date of grant. 1,400,000 options remained outstanding at December
31, 2005.

      The Company  has elected to follow  Accounting  Principles  Board  Opinion
(APB)  No.  25,   Accounting   for  Stock  Issued  to  Employees,   and  related
Interpretations  in accounting for its stock  options.  Under APB No. 25, if the
exercise  price of the Company's  employee stock options equals the market price
of the  underlying  stock on the  date of  grant,  no  compensation  expense  is
recognized.  SFAS No. 123,  Accounting for  Stock-Based  Compensation,  requires
presentation  of pro  forma net loss and loss per  share as if the  Company  had
accounted for its employee stock options  granted under the fair value method of
that statement.  For purposes of pro forma disclosure,  the estimated fair value
of the options is amortized to expense over the vesting period.

      Under the fair value  method,  the  Company's  net loss and loss per share
would have been as follows:

                                             2005                  2004
                                       -----------------       --------------
                                                                As restated
     Net loss                          $     (1,406,279)       $     (923,061)
     Loss per share                    $          (0.09)       $        (0.09)

      Stock option activity during 2005 and 2004, is summarized below:
<TABLE>
<CAPTION>

                                                      Shares of common     Weighted average
                                                     stock attributable   exercise price of
                                                        to options             options
                                                        ----------             -------
<S>                                                      <C>                    <C>
Unexercised at December 31, 2003                         2,221,000              1.595
     Expired at December 31, 2004 (as restated)           (501,000)             1.413
                                                        ----------
Unexercised at  December 31, 2004 (as restated)          1,720,000              0.398
     Expired at December 31, 2005                         (320,000)             1.474
                                                        ----------
Unexercised at December 31, 2005                         1,400,000              0.152
                                                        ==========
</TABLE>


                                      -F19-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

      The following  table  summarizes  information  concerning  outstanding and
exercisable  options,  including  warrants  issued to officers,  at December 31,
2005:

<TABLE>
<CAPTION>
                                   Options Outstanding                           Options Exercisable
                   ----------------------------------------------------    --------------------------------
                                         Weighted
                        Number            average          Weighted            Number           Weighted
                    outstanding at       remaining          average         exercisable at       average
 Exercise Prices       period end     contractual life   exercise price      period end      exercise price
 ---------------   ---------------    ----------------   --------------    ---------------   --------------
<S>                  <C>              <C>                <C>               <C>               <C>
     $ 0.150           1,350,000       3.4 years (1)        $ 0.150           1,350,000         $ 0.150
       0.200              50,000       0.25 years             0.200              50,000           0.200
                     -----------                                            -----------
                       1,400,000                                              1,400,000
                     -----------                                            -----------
</TABLE>

(1) Expiration  date extended from May 1, 2000 to May 31, 2004 and was re-priced
on April 9, 2003 from $4.00 to $.15 per share and was extended  again to May 31,
2009 at $.15 per share.

NOTE E - INCOME TAXES

      Temporary  differences and carryforwards  give rise to deferred tax assets
and liabilities.  The principal  components of the deferred tax assets relate to
net  operating  loss  carryforwards.  At  December  31,  2005,  the  Federal net
operating loss  carryforwards are approximately  $16,269,000.  The net operating
loss  carryforwards  expire at various dates  through  2024,  and because of the
uncertainty  in  the  Company's  ability  to  utilize  the  net  operating  loss
carryforwards,  a full  valuation  allowance  of  approximately  $5,600,000  and
$5,200,000  has been provided on the deferred tax asset at December 31, 2005 and
2004, respectively.

      The Company  participated  in the New Jersey  Technology  Tax  Certificate
Transfer  Program,  whereby net operating  loss  carryforwards  generated in New
Jersey  can be sold to other  qualified  companies.  During  2005 and 2004,  the
Company received $73,126 and $129,317,  respectively,  from the sale of such net
operating  losses.  The  Company  expects  to sell  additional  New  Jersey  net
operating  losses  in  2006,  although  there  can be no  assurance  a  suitable
transaction  will be  consummated.  As a result of these  transactions,  the New
Jersey net operating loss  carryforwards are limited to the current year loss of
approximately $1,300,000 at December 31, 2005.

      Internal  Revenue Code Section 382 places a limitation on the  utilization
of Federal net operating loss and other credit  carryforwards  when an ownership
change, as defined by the tax law, occurs. Generally, this occurs when a greater
than 50 percentage  point change in ownership  occurs.  Accordingly,  the actual
utilization  of the net  operating  loss  carryforwards  and other  deferred tax
assets for tax  purposes  may be limited  annually  under Code  Section 382 to a
percentage (about 5%) of the fair market value of the Company at the time of any
such ownership change.

      The Company's tax  provision for 2005 and 2004 is  principally  due to the
impact of state income and minimum taxes.


                                      -F20-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

NOTE F - COMMITMENTS AND OTHER COMMENTS

1. OPERATING LEASES

      During  July  2000,  the  Company  entered  into  a  lease  agreement  for
approximately  11,000  square  feet of office  and  manufacturing  space,  for a
five-year  period  ending July 13, 2004.  The annual rental was $71,000 plus the
Company's share of real estate taxes,  utilities and other occupancy  costs. The
landlord held a security deposit of $35,625 representing  approximately 6 months
rent.

      In July  2004,  Tek,  Ltd.  ("Tek")  a company  wholly  owned by John Lee,
entered into a contract with the existing landlord of the operating  premises to
purchase the building. In connection  therewith,  Tek negotiated a return of the
security  deposit  and  accumulated  interest  thereon  to  the  Company  in the
aggregate amount of $40,160.  The Company was leasing the premises on a month to
month  basis  and  paying  rent on a  semi-monthly  basis.  On April  22,  2005,
concurrent  with the closing of the purchase of the building by Tek, the Company
entered into a  non-cancelable  operating lease with Tek which commenced on June
1, 2005 and expires on May 31, 2008. Tek is holding a security deposit of $5,500
in  connection  with this lease.  The Company is  obligated  for minimum  annual
rental payments as follows:

                 Year ending December 31
                           2006                               $     69,000
                           2007                                     72,000
                           2008                                     30,000
                                                              ------------
                                                              $    171,000
                                                              ============

      Rent  expense,  including  the  Company's  share  of  real  estate  taxes,
utilities  and other  occupancy  costs,  was  $73,417  (of which  $38,500 was in
connection with the lease with Tek) and $71,672 for the years ended December 31,
2005 and 2004, respectively.

2. 401(K) PLAN

      During 1996,  the Company  established a defined  contribution  plan,  the
Wi-Tron,  Inc.  401(k) Plan. The Company makes no  contributions.  All employees
with  greater  than six  months'  service  with the  Company  were  eligible  to
participate in the plan. The plan is administered by a third party.

3. DELAWARE CORPORATE STANDING

      The Company is delinquent in the filing of Delaware  franchise tax reports
and, accordingly,  the corporation is not in good legal standing in the State of
Delaware.

4. FEDERAL TAX LIENS

      On January 18, 2005, the Internal Revenue Service filed a federal tax lien
with the County Clerk of Somerset County,  New Jersey, in the amount of $35,663.
Since that date,  the Company  continued  to be  delinquent  on  additional  tax
periods and paid off some back periods.  Consequently,  more liens were filed by
the government  while several were released.  These liens attach to all property
currently  owned by the  Company as well as all  property  it may acquire in the
future, until the liens are satisfied.  The Company is negotiating payment terms
with the  government,  the  agreement  of which is  expected  to  forestall  any
enforcement action.  Although  enforcement action (such as seizure of assets) is
not presently anticipated, the government retains the right to take such action.
Furthermore,  even if  satisfactory  payment  terms are agreed to, the lien will
remain until the related liabilities are fully satisfied.


                                      -F21-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

5. NOTES PAYABLE CONVERTIBLE INTO COMMON STOCK AT HOLDERS' OPTION

      In March 2003, two investors,  each of which already own  approximately 4%
of the Company's outstanding common stock, loaned the Company $20,000. The terms
of each loan  provide  for 6% interest  and were due in March 2005 with  accrued
interest.  By their  terms,  the loans  provide for  accelerated  payment  under
certain  conditions,  and conversion prior to maturity into the Company's common
stock at the holders option at the rate of $.10 per share. At December 31, 2005,
all loans were converted.

      The Company did not make the  required  payments  due March 31, 2005 under
the notes, for principal and interest.  On June 27, 2005, the Board of Directors
resolved  to issue  185,000  of  restricted  common  stock to each  note  holder
(370,000 shares in total) at a revised  conversion  price of $.06 per share. The
370,000 restricted shares were issued on July 26, 2005 in full settlement of the
notes  payable of $22,773.  Accordingly,  the Company  recorded a non-cash  debt
conversion  charge  of  $21,627,  based on the  difference  of the  value of the
restricted  shares issued at the discounted  price of $.12 per share at June 27,
2005 ($.20 per share  discounted by 40% for lack of  marketability of restricted
shares) in excess of the face amount of the debt obligation.

NOTE G - OFFICER LOANS

1. Loans payable - officers and officer compensation

      On June 27, 2005, the Board of Directors resolved to enter into settlement
agreements with Devendar S. Bains and Tarlochan S. Bains to settle the liability
for unpaid salaries as follows:

      Devendar S. Bains - in  settlement of the liability for accrued and unpaid
salaries,  the Company shall (a) issue a three-year  warrant for the purchase of
1,000,000 shares common stock exercisable at $.20 per share (the "Warrant"), and
(b) enter  into a  three-year  employment  agreement  at $80,000  per year.  The
Company will also provide an option,  in lieu of the Warrant and the  employment
agreement,  for the payment of $250,000 in cash and a  consulting  agreement  at
approximately  $65 per hour,  to be  exercised  within  90 days upon  successful
completion  of a  contemplated  private  offering  of the  Company's  securities
raising gross  proceeds of  $2,500,000  (the  "Option").  Devendar S. Bains owns
1,050,000  stock  options  that have  been  extended  until  May  2008,  and are
otherwise not affected by this settlement.


                                      -F22-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

      Tarlochan S. Bains - in settlement of the liability for accrued and unpaid
salaries,  the Company shall (a) issue a three-year  warrant for the purchase of
1,000,000 shares of common stock  exercisable at $.20 per share (b) enter into a
three-year  employment  agreement  at $80,000  per year,  and (c) issue  500,000
employee stock options pursuant to the Plan, of which 166,667 will vest per year
for three years and be exercisable at $.20 per share.

      Neither the Warrants or Options  described  above have as yet been issued,
nor have the Employment Agreements been executed and signed. As the terms of the
agreement  are  presently  under  re-negotiation  and the warrants have not been
issued,  all debts owing to these  parties at the time of the  agreement and for
any subsequent  salary accruals remain on the Company's books as unpaid,  and no
effect has been given to the proposed issuance of the warrants.

      As of December  31, 2005,  the Company  owes  $345,842 to the former Chief
Executive Officer,  Devendar S. Bains for loans and unpaid salaries.  During the
twelve months ended December 31, 2005,  Devendar S. Bains  deferred  salaries of
$50,135,  while other officers  deferred $12,500 of salaries during this period.
During the twelve months ended  December 31, 2005,  the Company repaid $8,141 of
loans to officers.

2. PURCHASES FROM RELATED PARTY

      A former member of the  Company's  Board of Directors is President and CEO
of a vendor that the Company's  used to make  purchases  from.  During 2004, the
Company made purchases of approximately $14,000, respectively, from this vendor.
In 2005,  the  vendor  commenced  an action to  recover  funds owed to it by the
Company.  The dispute was settled with substantially full payment of the balance
due.

NOTE H - LITIGATION

      From time to time,  the Company is party to what it  believes  are routine
litigation and proceedings that may be considered as part of the ordinary course
of its  business.  Except for the  proceedings  noted below,  the Company is not
aware of any pending litigation or proceedings that could have a material effect
on the Company's results of operations or financial condition.

1. A customer filed a complaint in the Circuit Court of the Eighteenth  Judicial
District  of the  State of  Florida  on  January  23,  1997  alleging  breach of
contract.  During  2000,  the Company  settled  with that  customer at a cost of
$175,000;  $25,000  is to be paid  quarterly  over two years.  $95,000  remained
unpaid at December 31, 2005.

2. In April 2004, a law firm filed a judgment  against the Company in the amount
of  approximately  $40,000 in connection with  non-payment of legal fees owed to
it.  Inasmuch  as  this  is a  perfection  of  an  already  recorded  liability,
management does not believe that the judgment will have a material impact on the
financial  position of the  Company.  In March 2005,  a  settlement  was reached
whereby the Company  made a down payment of $2,500 and agreed to pay the balance
in 24 equal monthly installments of approximately $1,600.


                                      -F23-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

3. In June 2004,  the Company  entered  into a Settlement  Agreement  with Wayne
Fogel,  et al, before the United states  District court in Tampa,  Florida.  The
settlement  provides for the following  obligations by the Company to Mr. Fogel:
(1)  payment of $12,000 by July 14,  2004;  (2)  issuance  of 250,000  shares of
restricted  common  stock by July 14, 2004 and;  (3) the  shipment of  specified
items of inventory valued at approximately $22,000. The agreement further called
for the  issuance  of common  stock of one share  for each $1 of  inventory  not
delivered  in lieu of the  inventory  in the event the company  cannot  deliver.
Since non-delivery of the specified items is definite,  the financial statements
provide for the issuance of 22,000 additional  shares.  All shares in connection
with this transaction were valued at the publicly traded market value of $.05 on
the date of the settlement,  less a discount of 40% for the restriction on sale,
with a provision  for a loss  provided for by the Company  during the year ended
December 31, 2004. On November 8, 2005, 250,000 shares were issued in connection
with this settlement.

NOTE I - SUBSEQUENT EVENTS

1. PRIVATE OFFERINGS

      In connection with the November 2005 private placement  offering of 10,000
shares of common stock  pursuant to Regulation D of the  Securities Act of 1933,
as amended, and Rule 506 promulgated thereunder, the following transactions were
completed in 2006:

      On January 18, 2006, the Company issued  4,450,000  shares of common stock
through a private offering to accredited investors at $.06 per share pursuant to
Regulation D of the Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder.  The Company raised $267,000 in 2005, but the shares were not issued
until 2006. The Company's  officers and directors directed the sale and received
no commissions or other remuneration.

      On March 10, 2006,  the Company  issued  5,550,000  shares of common stock
through a private offering to accredited investors at $.06 per share pursuant to
Regulation D of the Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder.  The Company  raised  $333,000 in 2006. As of that date, the Company
has  28,638,267  shares of common stock issued and  outstanding.  The  Company's
officers and directors  directed the sale and received no  commissions  or other
remuneration.

2. OTHER

      In January 2006, the Company issued to the securities lawyer for services,
non-qualified options to purchase 1,000,000 shares at $.20 per share.

      In January 2006,  John Lee and Jessica Lee each converted  2,000 shares of
their preferred stock into 200,000 shares of common stock  (aggregate of 400,000
shares)


                                      -F24-
<PAGE>

                      Wi-Tron, Inc. (f/k/a Amplidyne, Inc.)
                          Notes to Financial Statements
                           December 31, 2005 and 2004

      On February 8, 2006,  the Company  issued 50,000 shares of common stock to
Eric Popkoff for consulting  services pursuant to an agreement with Undiscovered
Equities  Research  Corporation  ("UERC")  dated  September 23, 2005.  UERC will
prepare  and  publish a single  edition of its  newsletter  about the Company in
order to expand  awareness  about the  Company to the  financial  industry.  The
agreement  further provides for the payment of $4,000 in cash compensation and a
lockup on the sale of restricted  shares by over 5% shareholders for a period of
45 days from the date of publication of the newsletter.

      In March 2006,  the Company's  lawyer was issued  200,000 shares of common
stock which were granted in 2005 in  connection  with the private  placements of
securities  and  accounted for in the  Statement of  Stockholders'  Equity as of
December 31, 2005.

      In  March  2006,  the  Company's   lawyer  drafted  an  amendment  to  its
certificate of  designation  for the preferred  shares  whereby the  liquidation
preference  will be  corrected  to be $2 per  preferred  share  rather  than the
incorrect  $750,000  per share in the original  certificate.  The holders of the
preferred  shares  have agreed  verbally  that they will allow this change to be
made. This amendment has not as yet been filed.

      On March 31, 2006,  the Company  agreed to issue 625,000  shares of common
stock to the spouse of John Chase Lee, the Company's president,  chief executive
officer, and director,  for a total purchase price of $50,000. The proceeds were
used for operating expenses.


                                     -F25-
<PAGE>

Item 14:

Audit fees

Aggregate fees bills by the Company's principal  accountant were $41,092 in 2005
and $34,678 in 2004.

Audit-Related Fees

There were no audit related fees in 2005.

Audit Committee Policies and Procedures for Pre-Approval of Services

The board in lieu of a formal audit  committee is in the process of  formulating
procedures  for  pre-approval  of all  audit,  review and  attest  services  and
non-audit services.


                                       41
<PAGE>

                                   SIGNATURES

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

                                           WI-TRON, INC.


                                           By:/s/  John C. Lee
                                              -------------------------------
                                              Name: John C. Lee
                                              Title: Chief Executive Officer,
                                                     and Director

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

<TABLE>
<CAPTION>

Signature                                   Title                                     Date
---------                                   -----                                     ----

<S>                                 <C>                                         <C>
/s/ John C. Lee                     Chief Executive Officer                     April 4, 2006
----------------------------
John C. Lee

/s/ Tarlochan S. Bains              Vice President and Director                 April 4, 2006
----------------------------
Tarlochan S. Bains

/s/ Hye Joung (Jessica) Lee        Chief Financial Officer and Director         April 4, 2006
----------------------------
Hye Joung (Jessica) Lee

/s/ Mikio Tajima                   Director                                     April 4, 2006
----------------------------
Mikio Tajima
</TABLE>


                                       42