**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, 2007**




**o**  **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)**





**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)**





**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. o




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 o




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. o




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




Issuer’s
      revenues for its most recent fiscal year were $104,207




The
      aggregate market value of the registrant’s common stock held by non-affiliates
      computed by reference to the price at which the common stock was last sold,
      or
      the average bid and asked price of such common stock, as of June 30, 2007,
      the
      last business day of the registrant's most recently completed second fiscal
      quarter, was approximately $930,000.




The
      number of shares outstanding of the issuer's common stock as of April 8, 2008
      was 67,778,293




Documents
      Incorporated by Reference: None




Transitional
      Small Business Disclosure Format Yes o No x










**FORWARD
      LOOKING STATEMENTS**





This
      Annual Report and any documents incorporated herein by reference, if any,
      contain forward-looking statements. 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**





GENERAL
      INFORMATION ABOUT WI-TRON


Wi-Tron’s
      Mission is to become a world leader in ultra-linear, high-value power amplifier
      technology products for wireless telecommunication infrastructure providers
      by
      anticipating and exceeding their needs and expectations, while providing high
      profit margins to the Company.





Background:
      The Company was incorporated on December 14, 1995 as Amplidyne Inc. and renamed
      Wi-Tron, Inc in August 2005. Since that time Wi-Tron has been reorganizing
      its
      operational structure and making management changes. The company is led by
      its
      CEO and Chairman John Lee. The company has retained Joe Nordgaard as a Business
      Development Consultant.





Wi-Tron
      has 15 proven product designs for Radio Frequency Amplifiers, Wi-Max Amplifiers,
      Wi-Fi Solutions and Wireless Repeaters; patents in Analog Pre-Distortion
      techniques and 15 years experience in custom RF amplifier design and
      manufacturing.





RECENT
      DEVELOPMENTS


In
      February 2008, the Company entered into a non-binding letter of intent providing
      for the acquisition of all of the outstanding shares of Cellvine Ltd.,
      a
      private Israeli company that develops and markets coverage and capacity
      solutions for the wireless telecommunications industry, in exchange
      for 85% of the outstanding common stock of Wi-tron on a fully diluted basis,
      leaving the existing owners of the Company's common stock with 15% on a fully
      diluted basis. Among other things, the agreement provides for the conversion
      of
      the Tek, Ltd. debt ($908,662 at December 31, 2007) into common stock at $.05
      per
      share. Pursuant to the merger, the Company wil change its name to Cellvine.
      The
      merger will be subject to negotiating a definitive binding merger agreement,
      and
      obtaining all necessary corporate approvals.




In
        February 2008, the Company received gross proceeds of $215,000 in connection
        with the private placement sale to accredited investors of 15,250,000 shares
        of
        restricted common stock.





HISTORY
      OF THE RF AMPLIFIER INDUSTRY


Until
      about 2003, large telecom equipment manufacturers such as Ericsson, Motorola,
      Nortel and Lucent Technologies maintained comprehensive R&D departments to
      design and manufactured their own RF amplifiers. This was effective, but
      expensive and consequently they cut back much of their R&D capabilities to
      streamline operations and reduce costs. As a result, the industry became more
      standardized, but telecom service providers now have increased their reliance
      on
      outsourced design, manufacturing and solutions.




2




This
      outsourcing shift, coupled with the rapid growth in the cellular industry,
      caused rapid growth of the RF amplifier industry. The two largest US
      manufacturers, Powerwave Inc. and Andrews Corp., dominate the RF amplifier
      industry’s cutting-edge technologies development, which represents the highest
      profit margins in the industry. The rest of the industry is serviced by dozens
      of small companies around the world, who tend to focus on lower technology
      solutions and lower profit margins. Companies of any size that show R&D
      prowess are quickly acquired by the industry giants so they retain the most
      advanced technologies available.





***This*** outsourcing and acquisition trend has led amplifier and component designs toward
      increased complexity and technical sophistication in the form of complete RF
      Subsystems. However, there are still major problems in the form of power and
      signal inefficiencies that the major companies are not solving sufficiently.
      Much of Wi-Tron’s future success is based on solving these problems.





PLANS
      FOR
      IMPROVING RESULTS OF OPERATIONS


At
      Wi-Tron, Inc., we are taking advantage of many opportunities in the wireless
      industry by developing state-of-the-art RF amplifier technology for the second,
      third and fourth generation wireless telecommunications systems. We are
      developing advanced RF amplifier designs that significantly increase power
      and
      frequency efficiency and resolve key issues relating to the ever increasing
      need
      for more complex broadband, multi-channel solutions. We continue to build our
      R&D team to capitalize on these opportunities, where both the greatest
      demand and the greatest opportunity to gain market-share with high margin
      solutions exist.





Initially,
      Wi Tron will work to increase sales of RF amplifiers while simultaneously
      developing cutting edge technological designs for near and long term sales
      growth. Wi-Tron intends to build partnership and marketing strengths from a
      series of design platforms, some of which have already have been developed,
      in
      order to expand our market opportunities across technologies, frequency bands
      and power ranges.





Our
      strategy is to develop, manufacture and sell the most advanced amplifier
      products in the world, which could give Wi-Tron a lead time to market advantage
      against the largest names in the industry. Wi Tron’s new amplifiers are energy
      efficient, have wide bandwidth and digital clarity, with embedded intellectual
      property protection. These products are in great demand by wireless service
      providers and equipment vendors around the world. Wi-Tron’s products will save
      energy costs, while providing high speed data, video and streaming video
      transmissions, with high voice quality to wireless customers around the world.
      There are additional savings to service providers each Wi-Tron amplifier can
      do
      the workload of several older amplifiers.





We
      have
      developed new amplifier products for the wireless communications market. Our
      sales and marketing efforts are focused on Latin America, Asia, Europe and
      U.S.
      markets. We plan to establish “Wi-Tron China” to accelerate our penetration of
      the Chinese market and to manage our outsourced manufacturing operations in
      China





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




3




*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.





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.




4




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.





**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.





*Wireless
      Local Loop* */W-Max* *.* Wireless
      local loop and Wi-Max systems are increasingly being adopted in developing
      markets to more quickly implement telephone and Data communication services.
      In
      certain developing countries, wireless local loop and Wi-Max 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 and Wi-Max 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.





**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.




5




**W-CDMA
      Amplifier Development.** In
      2005/6, we completed the development of a wide band 80W MCLPA with Digital
      Signal Processing technology and Wi-Max Products.





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





**Low
      Noise Amplifiers, Cellular, PCS, GSM, W-CDMA and WI-MAX** amplifiers are manufactured with a mix of silicon, LDMOS 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, restructuring of the company resulted in low activity during most
      of
      2005 and 2006. 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.





The
      Company has no significant backlog of orders. 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 2008. 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.





6


***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 2007
      and 2006.





**Net
      Revenues By Market Categories**


**(In
      thousands)**




**Year Ended**
              **December 31,****Amplifier
                Markets**
            
            **2007**
            
            **2006**Wireless
                Telephony
            
            $
            104
            
            $
            154Satellite
                Communications, Custom and other Products





* *Wireless
      Telephony.* Sales to
      the wireless telephone segments of the wireless communications industry
      decreased from approximately
      $154,000 in 2006 to $104,000 in 2007.





* *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 substantially
      all of our sales in 2007.





* *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.





**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.




7




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.





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.




8




**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 our resources to research,
      engineering and development programs. Our research, engineering and development
      expenses in fiscal 2007 and 2006 were approximately $436,000 and $338,000,
      respectively, and represented approximately 418% and 219% 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  and
      Wi-Max.





During
      most of 2007 and 2006, we spent substantial sums to refine our 3G 80W W-CDMA
      amplifier and develop Wi-Max RF amplifier products.





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.





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 our employees and limits access to and distribution
      of our proprietary technology. We may in the future be notified
      that our
      proprietary technologyis 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.




9




**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 our operations. There can be no assurances that the
      adoption of future regulations would not have a material adverse affect on
      us.





**Employees**





As
      of
      April 8, 2008, we had a total of 13 full-time employees: 2 in operations, 8
      in
      engineering and 3 in administration. We employ one consultant in sales and
      marketing and one in engineering. 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.





10


**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:





·
            the
                statements may discuss our future
                expectations;


·
            the
                statements may contain projections of our future earnings or of our
                financial condition; and


·
            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 $1,163,205 and $1,891,235 for the years ended December
      31, 2007 and 2006, 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 $28,005,372 as of
      December 31, 2007.





**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 $100,000 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.




11




**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,
      2007 and 2006 both include 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 2006 restructuring of our business resulted in low activity and recovery
      of our business 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.





12




**Our
      limited number of suppliers could adversely affect our
      business.**





Power
      transistors and certain other key components used in our products for our
      amplifiers 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.**





During
      2007, 3 customers accounted for substantially all net sales and substantially
      all accounts receivable at December 31, 2007. We anticipate that sales of our
      products to relatively few customers will account for a majority of our 2008
      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.





**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 27% 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 131,000 shares of our Series C Convertible
      Preferred Stock, which is convertible at any time into 13,100,000 shares of
      common stock. As of December 31, 2007, Mr. Lee had converted all of his
      preferred shares into common stock. As a result, Mr. Lee holds approximately
      22%
      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.





13





**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. We have substantial material weaknesses
      in
      our controls and we may not have the resources to remediate those weaknesses.
      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 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.




14




**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:





·
            effectively
                use established technologies;


·
            continue
                to develop our technical expertise;
                and


·
            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 substantially all of our net revenues for the years ended
      December 31, 2007 and 2006. 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:





·
            the
                impact of recessionary environments in economies outside the United
                States;


·
            generally
                longer receivables collection
                periods;


·
            unexpected
                changes in regulatory requirements;


·
            tariffs
                and other trade barriers;


·
            potentially
                adverse tax consequences;


·
            reduced
                protection for intellectual property rights in some
                countries;


·
            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:





·
            our
                ability to attract and retain
                customers;


·
            development
                of competitive products;


·
            the
                short term nature of manufacturing and engineering orders to
                date;


·
            unforeseen
                changes in operating expenses;






15




·
            the
                loss of key employees; and


·
            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.





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.




16




**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.





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:





·
            Limited
                release of the market prices of our
                securities;


·
            Limited
                news coverage of us;


·
            Limited
                interest by investors in our
                securities;


·
            Volatility
                of our stock price due to low trading
                volume;


·
            Increased
                difficulty in selling our securities in certain states due to “blue sky”
                restrictions;


·
            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.




17




**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,
      2007, there were 50,028,293 shares of our common stock issued and outstanding,
      which amount does not include the following options and warrants:





(1)
            20,000
                exercisable at $.20 through March 2010


(2)
            600,000
                exercisable at $.20 through August
                2009


(3)
            750,000
                exercisable at $.20 through August
                2009





As
      of
      December 31, 2007 we had at least 42,001,707 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 1,370,000 shares, exercise of options granted to our
      securities lawyer of 1,000,000 shares, and conversion of 130,000 preferred
      shares into 13,000,000 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, 2007,
      we
      had no shares of Series C Convertible preferred shares outstanding. 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.





**We
      may lose our eligibility for quotation on the OTC Bulletin Board (“OTCBB”) and
      our securities may be removed from the OTCBB.**





On
      April
      18, 2007, the National Association of Securities dealers (“NASD”) notified us
      that because we were delinquent in our filing of this Form 10-KSB for the year
      ended December 31, 2007; our securities would be removed from quotation on
      the
      OTCBB effective May 22, 2007 unless this form is filed by 5:30 p.m. E.S.T.
      on
      May 18, 2007. We filed our Form 10-QSB for the quarter ended March 31, 2007
      late. If this Form 10-KSB is filed late would have three (3) delinquencies
      within the past 24 month period. OTCBB rules provide that an OTCBB issuer that
      is delinquent three times in a 24 month period will be ineligible for OTCBB
      quotation for a period of one year. Accordingly, if we are late again either
      now
      or within the coming year, we may become ineligible for OTCBB quotation for
      a
      period of one year which will severely limit the marketability of our common
      stock.





18


**Item
              2.**
            **Description
                of Property****.**





The
      Company leases from a Tek, Ltd., company wholly owned by John C. Lee,
      approximately 11,000 square feet, at 59 LaGrange Street, Raritan, NJ 08869,
      which serves as the Company's executive offices and manufacturing facility. 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


2008
            
            $
            30,000





**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. 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 was to be paid quarterly over two years. $95,000 remained
      unpaid at December 31, 2006.





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. The last payment made was in
      November 2006 and the Company is in default of the settlement agreement. There
      is a remaining balance of $7,917 as of December 31, 2007.




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





None





19





**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
                StockHigh
            
            LowJanuary
                1 – March 31, 2008
            
            
            .24
            
            
            .032007
                Calendar YearJanuary
                1 – March 31
            
            
            .24
            
            
            .03April
                1-June 30
            
            
            .09
            
            
            .01July1-September
                30
            
            
            .04
            
            
            .01October
                1-December 31
            
            
            .02
            
            
            .002006
                Calendar YearJanuary
                1 – March 31
            
            
            .18
            
            
            .10April
                1-June 30
            
            
            .44
            
            
            .12July1-September
                30
            
            
            .38
            
            
            .21October
                1-December 31
            
            
            .44
            
            
            .26





On April
      7,
      2008 ,
      the
      closing price of the common stock as reported on OTCBB was $.04. On April 7,
      2008, there were 67,728,293 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
      2008 and 2007 not previously reported on a Current Report on Form 8-K, or on
      a
      Quarterly Report on Form 10-QSB.




In
      February 2008, the Company received gross proceeds of $215,000 in connection
      with the private placement sale to accredited investors of 15,250,000 shares
      of
      restricted common stock.




20




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).


Securities
        authorized for issuance under equity compensation plans
 
 The
        following table summarizes outstanding options under our 2005 Stock Option
        Plan
        as of December 31, 2007. Options granted in the future under the 2005 Stock
        Option Plan and are within the discretion of our Board of Directors and
        therefore cannot be ascertained at this time. For further information regarding
        our 2005 Stock Option Plan, see “Stock Option Plan and Agreements” on page 38 of
        this Annual Report.
 
 (a)
              
              (b)
              
              (c)Plan
                  Category
              
              Number of Securities
                to
                be Issued Upon
                Exercise
                of Outstanding
                Options
              
              Weighted-
                Average
                Exercise Price of
                Outstanding
                Options
              
              Number of Securities
                Remaining Available
                for
                Future Issuance Under
                Equity Compensation
                Plans (excluding
                securities
                Reflected in column
                (a))Equity
                  compensation plans approved by security holders
              
              
              2,800,000
              
              $
              0.185
              
              
              2,200,000Equity
                  compensation plans not approved by security holders
              
              
              -
              
              
              -
              
              
              -Total
              
              
              2,800,000
              
              $
              0.185
              
              
              2,200,000




21




**Item
              6.**
            **MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF****FINANCIAL
                CONDITION AND RESULTS OF
                OPERATIONS.**





***Results
      of Operations - Fiscal Year ended December 31, 2007 compared to Fiscal Year
      ended December 31, 2006.***





Revenues
      for the fiscal year ended December 31, 2007 decreased by $50,102 from $154,310
      to $104,208, or 32% compared to the fiscal year ended December 31, 2006. This
      was due to build up of inventory during the previous year at our previously
      largest customer. We believe that our present financial condition has hampered
      our ability to make sales to our customers, all of whom are larger than us
      and
      are concerned about our ability to survive in business.





The
      majority of the amplifier sales for the year ended December 31, 2007 were
      obtained from the Wireless Local Loop amplifier products. 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
      and now Israeli markets.





Cost
      of
      sales  was
      $372,416 or 357% of sales during the year ended December 31, 2007, compared
      to
      252% during the same period for 2006. Our fixed overhead costs are relatively
      high for our current sales volume. 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 2008,
      but
      currently our sales are too low to support our production costs and we cannot
      expect to achieve a positive gross profit until sales increase
      substantially.





Selling,
      general and administrative expenses decreased in 2007 by $801,171 to $483,213
      from $1,284,384 in 2006. Expressed as a percentage of sales, the selling,
      general and administrative expenses  (excluding
      stock based compensation) were 464% in 2007 and 832% in 2006. The principal
      factors contributing to the decrease in selling, general and administrative
      expenses were related to the following expenses incurred in 2006 that we did
      not
      incur in 2007: settlements with an officer and a former officer, resulting
      in
      additional officer compensation of approximately $385,000, issuance of
      restricted common stock to our former secretary and public relations consultant
      as payment for approximately $266,000 consulting fees in 2006.




Research,
      engineering and development expenses were $435,782 representing 418% of net
      sales in 2007 compared to $337,799 representing 219% of net sales in 2006.
      Total
      research expenditures increased $97,983 or 29%. In 2007 and 2006, 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 $63 in 2007. Other income in 2006 was of $3,292.




22




The
      Company also sold New Jersey Net operating loss carryforwards pursuant to the
      New Jersey Technology Certificate Transfer Program, receiving $102,393 in 2007
      and $NIL in 2006 .





Interest
      expense was $18,057 in 2007 and $18,001 in 2006, principally related to $300,000
      of convertible notes issued in private placements in 2005.





As
      a
      result of the foregoing, the Company incurred net losses of $1,166,413 or $0.02
      per share for the year ended December 31, 2007 compared with net
      losses  of
      $1,891,235 or $0.06 per share for the same period in 2006.





***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. 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, 2007, we
      had
      an accumulated deficit  of
      $28,005,372. Potential immediate sources of liquidity are private placements
      of
      common stock and funding in connection with the merger with Cellvine currently
      being negotiated.





As
      of
      December 31, 2007, our current liabilities  exceeded
      our cash and receivables by $2,049,816. Our current ratio was 0.0310 to 1.00,
      and our ratio of accounts receivable to current liabilities was only 0.0038
      to
      1.00. This indicates that we will have difficulty meeting our obligations as
      they come due. We are carrying $42,500 in inventory, of which $23,168 represents
      component parts. 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, 2007, we had cash in banks of $13,917 compared to an overdraft
      of
      $(36,140) at December 31, 2006. Overall our cash position improved by $50,057
      during 2007. We have little cash and we are dependent on private placement
      funds
      to cover our working capital needs. Our cash used for operating
      activities  was
      $753,880. This year we repaid loans of to officers of $9,411.





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. Allowance for doubtful
      accounts was $5,872 and $10,000 in 2007 and 2006, respectively.





Our
      inventories decreased by $52,087 to $42,500 in 2007 compared to $94,587 in
      2006,
      a decrease of 55%.





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




23





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.





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.





***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.




24




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.





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





Effective
      January 1, 2006, the Company adopted the fair value recognition provisions
      of
      SFAS 123(R), using the modified-prospective-transition method. Under that
      transition method, compensation cost recognized in 2006 and beyond includes:
      (a)
      compensation cost for all share-based payments granted prior to, but not yet
      vested as of January 1, 2006, based on the grant date fair value estimated
      in
      accordance with the original provisions of SFAS No. 123, and (b) compensation
      cost for all stock-based payments granted subsequent to January 1, 2006, based
      on the grant-date fair value estimated in accordance with the provisions of
      SFAS
      123(R). Results for prior periods have not been restated and there is no
      cumulative effect upon adoption of SFAS 123(R).




25




Prior
      to
      adoption of SFAS 123(R) the Company used intrinsic-value method of accounting
      for stock based-awards granted to employees. No stock-based compensation cost
      is
      included in the net loss for the year ended December 31, 2007 as no options
      were
      granted to employees during that period.





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.




**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.





26




**Item
              8A (T):**
            **Controls
                and Procedures****.**




Evaluation
      of Disclosure Controls and Procedures:




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




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 Officer
      and
      the Chief Financial Officer, of the effectiveness of the Company's disclosure
      controls and procedures pursuant to Exchange Act Rule 13a-15 and 15d-15. Based
      upon that evaluation, the chief Executive and Principal Accounting Officer
      concluded that the Company's disclosure controls and procedures were not
      effective both as of December 31, 2007 and the date of this filing, in timely
      alerting them 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.





*Management’s
      Report on Internal Control Over Financial Reporting*





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting and for the assessment of the effectiveness
      of
      internal control over financial reporting, as defined in Rule 13a-15(f) under
      the Exchange Act. Internal control over financial reporting is a process
      designed by, or under the supervision of our principal executive officer and
      principal financial officer and effected by our Board of Directors, management
      and other personnel, to provide reasonable assurance regarding the reliability
      of financial reporting and the preparation of the financial statements in
      accordance with U.S. generally accepted accounting principles.





Our
      internal control over financial reporting includes those policies and procedures
      that (1) pertain to the maintenance of records that, in reasonable detail,
      accurately and fairly reflect our transactions and dispositions of our assets;
      (2) provide reasonable assurance that transactions are recorded as necessary
      to
      permit preparation of the financial statements in accordance with U.S. generally
      accepted accounting principles, and that our receipts and expenditures are
      being
      made only in accordance with authorizations of our management and directors;
      and
      (3) provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a
      material effect on the financial statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





In
      connection with the preparation of our annual financial statements, management
      has undertaken an assessment of the effectiveness of our internal control over
      financial reporting as of December 31, 2007, based on criteria established
      in *Internal
      Control - Integrated Framework* issued
      by
      the Committee of Sponsoring Organizations of the Treadway Commission, or the
      COSO Framework. Management’s assessment included an evaluation of the design of
      our internal control over financial reporting and testing of the operational
      effectiveness of those controls. Due
      to
      the inherent issue of segregation of duties in a small company, we have relied
      heavily on entity or management review controls to lessen the issue of
      segregation of duties.





27




Based
      on
      this evaluation, management has concluded that our internal control over
      financial reporting was not effective as of December 31, 2007.  Our
      principal executive officer and principal financial officer have concluded
      that
      we have material weaknesses in our internal control over financial
      reporting.





A
      material weakness is a deficiency, or combination of deficiencies, in internal
      control over financial reporting, such that there is a reasonable possibility
      that a material misstatement of the Company’s annual or interim financial
      statements will not be prevented or detected on a timely basis. Management
      identified the following material weaknesses as of December 31,
      2007.





**Independent
      Board of Directors or Audit Committee**





We
      do not
      have an independent board of directors or audit committee to oversee our
      internal control over financial reporting.





**Inventory
      and Cost of Sales**





We
      do not
      maintain accurate controls over perpetual inventory records which are out of
      date and not adequately maintained. Accordingly, we have been unable to
      effectively monitor slow moving or obsolete inventory until an actual physical
      count is performed. We also are unable to determine actual inventory levels
      or
      cost of sales components without an actual physical count. We found that our
      ability 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. We have no plans to remediate this weakness as our
      inventory levels are currently very low and we do not have adequate staffing.





**General
      Recordkeeping**





Accounting
      records are not adequately maintained to reflect timely recording of
      transactions. Transactions are only recorded on a delayed basis without a
      particular schedule except for completion of periodic filings. Bank
      reconciliations are delayed, sometimes for months. Vendor bills are not recorded
      on receipt and checks and deposits are only recorded in a handwritten checkbook
      until a later date when they are recorded on a computerized accounting system.
      We intend to remediate this weakness by creating a task schedule to be performed
      periodically by our internal staff charged with the responsibility to maintain
      records. We do not expect that this remediation will be implemented before
      the
      end of the second quarter of 2008.




**Financial
      Reporting**




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. Management identified the following significant
      deficiencies that when aggregated give rise to a material weakness in the area
      of financial reporting. These deficiencies include a) Lack of review or evidence
      of review in the financial reporting process; b) The inability to account for
      complex equity transactions; c) Various manual processes and dual databases
      creating need for extensive number of journal entries; and d) Inability to
      apply
      complex accounting principles. Management is using an outside accounting
      consultant to compensate for these weaknesses but that is not a full remedy
      and
      the overall weakness and lack of controls pose difficulties for the consultant
      in timely completing all of the accounting tasks necessary for compliance with
      S.E.C. periodic filing requirements.




28




This
      annual report does not include an attestation report of the Company's
      independent registered public accounting firm regarding internal control over
      financial reporting. Management's report was not subject to attestation by
      the
      Company's independent registered public accounting firm pursuant to temporary
      rules of the SEC that permit the Company to provide only management’s report on
      internal control in this annual report.





Changes
      in Internal Controls





There
      have been no changes in our internal control over financial reporting during
      our
      most recent fiscal quarter that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial reporting.




29




**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:





**Name**
            
            **Age**
            
            **Position(s)
                with the Company**John
                Chase Lee*
            
            78
            
            Chief
                Executive Officer, President, and Director.Tarlochan
                Bains*
            
            58
            
            Vice
                President – Amp Division, and DirectorDevendar
                S. Bains
            
            57
            
            Chief
                Technology OfficerMikio
                Tajima
            
            74
            
            Director





*
      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 served
      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.





**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.




30




***Audit
      Committee***


Mr.
      Lee
      and Tarlochan Bains serve on our audit committee. The 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.





Since
      the
      resignation of our former Chief Financial Officer, Jessica Hye Lee, a certified
      public accountant with over 20 years of experience, we no longer have a
      financial expert on the audit committee. The Company is seeking a financial
      expert to replace Ms. Lee, but has not been successful thus far.





The
      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, 2007.





For
      the
      year ended December 31, 2007, the Company incurred professional fees to its
      auditors in the amount of $26,250, 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.





**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 each
      filed a Form 4 late on February 8, 2007 for a transaction that occurred on
      January 11, 2007. 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.





31





**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, 2007 and 2006 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.





**Long-Term**
              **Compensation Awards****Annual Compensation**
            
            
            
            
            
            
            
            **Payouts****Name
                and Principal Position**
            
            **Year**
            
            **Salary ($)**
            
            **Bonus**
              **($)**
            
            **Other Annual
                Compensation**
            
            **Restricted
                Stock Awards**
            
            **Securities
                Underlying Options/ SARS (#)**
            
            **LTIP**
              **Payout**
            
            **All**
              **Other**
              **Comp**John
                C. Lee
            
            
            2007
            
            $
            24,000
            
            
            -Chief
                Executive Officer
            
            
            2006
            
            $
            24,000
            
            
            -And
                DirectorDevendar
                S. Bains,
            
            
            2007
            
            $
            80,000
            
            
            -
            
            $
            15,000
            (1)
            
            
            
            
            750,000Chief
                Technology Officer
            
            
            2006
            
            $
            80,000
            
            
            -
            
            $
            15,000
            (1)Tarlochan
                Bains,
            
            
            2007
            
            $
            80,000
            
            
            
            
            $
            15,000
            (1)
            
            
            
            
            500,000Vice
                President and Director
            
            
            2006
            
            $
            90,000
            
            
            
            
            $
            15,000
            (1)
            
            500,000Joseph
                Nordgard
            
            
            2006
            
            $
            70,000
            
            
            
            
            $
            -Former
                Chief Executive Officer




(1)
            Represents
                payment for health insurance and automobile insurance/lease payments
                on
                behalf of such individual but does not include deferred compensation.




32





**Employment
      Agreements**





On
      June
      27, 2005, the Board of Directors resolved to enter into new employment
      agreements with Devendar S. Bains and Tarlochan S. Bains to settle the liability
      for unpaid salaries. In September 2006, that resolution was memorialized in
      employment agreements as follows:





(i)  Devendar
      S. Bains – (employment agreement dated September 1, 2006) in settlement of
      the liability for accrued and unpaid salaries, the Company agreed to:


a.
            issue
                a three year warrant for the purchase of 1,000,000 shares common
                stock
                exercisable at $.20 per share (the "Warrant"), with 750,000 remaining
                outstanding at December 31, 2006;


b.
            pay
                the amount of $200,000 in full settlement of the debt due him from
                the
                Company, payable in quarterly installments of $50,000 starting September
                30, 2006 through June 30, 2007, with $150,000 remaining outstanding
                at
                December 31, 2006;


c.
            cancel
                250,000 warrants for each $50,000 quarterly installment paid (250,000
                were
                canceled concurrent with the September 2006
                payment);


d.
            provide
                the right to exercise the warrants periodically in lieu of receiving
                the
                quarterly cash payments;


e.
            offer
                continued employment with the Company for a term of three (3) years
                at a
                salary of $80,000 per year; and


f.
            revert
                to a consulting agreement at a monthly amount of $5,000 for 12 months
                upon
                the payment in full of the $200,000 debt settlement (following the
                last
                $50,000 quarterly payment). As a consultant, the customary benefits
                allowed under his regular employment will be
                retained.





As
      a
      result of the employment agreement with Devendar S. Bains, the face amount
      of
      the loan balance of $345,843 immediately prior to the settlement exceeded the
      minimum cash settlement amount of $200,000 by $145,843. The excess was credited
      to additional paid-in capital. The current value of the warrants (based on
      the
      current trading prices of the underlying common stock) that secure this
      liability is less than the minimum cash settlement amount of $200,000.
      Accordingly, the contribution to additional paid-in capital was measured by
      the
      minimum cash settlement amount of $200,000.





Devendar
      S. Bains beneficially owns 1,050,000 stock options (50,000 of which are owned
      by
      his wife) that have been extended until May 2008, and are otherwise not affected
      by this settlement.





(ii)  Tarlochan
      S. Bains - (employment agreement dated July 1, 2005) in settlement of the
      liability for accrued and unpaid salaries, the Company agreed to (a) issue
      500,000 shares of restricted common stock valued at $185,000, (b) enter into
      an
      employment agreement at $80,000 per year, (c) issue 300,000.incentive stock
      options exercisable at $.20 per share pursuant to the 2005 Plan valued at
      $61,695, and (d) issue 200,000 non-qualified stock options which vest
      immediately and are exercisable at $.20 per share valued at $48,760, with an
      unspecified number of additional options to be issued over the next two years
      at
      exercise prices to be determined by the Board of Directors in accordance with
      the 2005 Plan at the time of issuance. Accordingly, the Company has reflected
      aggregate officer compensation charged to operations of $223,879 (the value
      of
      the shares and options of $274,890 less the face amount of the loan balance
      of
      $51,110).





33





**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, 2007, 2,800,000 options to purchase Common Stock under the Option
      Plans. The options are exercisable at between $.15 and $0.37 and expire on
      at
      various dates through 2015. 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.




34




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





The
      following table sets forth, as of April
      11,
      2008, 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 67,728,293 shares of common stock issued and outstanding as of March 31,
      2008.





Name and Address of
              Beneficial Owner*
            
            Shares of Common
              Stock Owned(1)
            
            Percentage
              OwnershipJohn
                Chase Lee
            
            
            14,580,632
            (2)
            
            21.5
            %Tarlochan
                Bains
            
            
            576,726
            
            
            0.9
            %Devendar
                S. Bains
            
            
            3,212,985
            (3)
            
            4.7
            %Mikio
                Tajima
            
            
            —
            
            
            —Harris
                Freedman
              1241
                Gulf of Mexico Dr.
              Longboat
                Key, FL 34228
            
            
            2,509,525
            (4)
            
            3.7
            %Craig
                H. Bird
              261
                Old York Rd. #518
              Jenkintown,
                PA 19046
            
            
            7,199,650
            
            
            10.6
            %All
                Officers and Directors
              as
                a Group (6 persons)
            
            
            28,079,518
            
            
            40.1
            %




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


(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 April 11, 2008 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,
      and (d) 646,232 shares of common stock held by Axxon Corporation, a company
      wholly owned by Mr. Lee.





(3)  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.




35




(4)  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.




**Item
              12.**
            **Certain
                Relationships and Related Transactions and Director
                Independence****.**




The
      Board’s Audit Committee is responsible for review, approval, or ratification of
“related-person transactions” between the Company or its subsidiaries and
      related persons. Under SEC rules, a related person is a director, officer,
      nominee for director, or 5% stockholder of the Company since the beginning
      of
      the last fiscal year and their immediate family members. The Audit Committee
      determines whether the related person has a material interest in a transaction
      and may approve, ratify, rescind, or take other action with respect to the
      transaction in its discretion.





In
      the
      year ended December 31, 2007, the following related party transactions
      occurred:




Tek,
      Ltd
      is a company that is wholly owed by John C. Lee, the Company's Chief Executive
      Officer.  In
      2007,
      Tek loaned the Company $794,526 and is owed a balance of $908,662 at December
      31, 2007.




Director
      Independence.





Only
      Mikio Tajima, a non-employee director, qualifies as “independent” in accordance
      with the published listing requirements of NASDAQ: Mr. Lee, Tarlochan Bains,
      and
      Devendar Bains do not qualify as independent because they are Wi-Tron employees.
      The NASDAQ rules have both objective tests and a subjective test for determining
      who is an “independent director.” The objective tests state, for example, that a
      director is not considered independent if he is an employee of the Company
      or is
      a partner in or executive officer of an entity to which the Company made, or
      from which the Company received, payments in the current or any of the past
      three fiscal years that exceed 5% of the recipient’s consolidated gross revenue
      for that year. The subjective test states that an independent director must
      be a
      person who lacks a relationship that, in the opinion of the Board, would
      interfere with the exercise of independent judgment in carrying out the
      responsibilities of a director.





Mr.
      Tajima is considered “independent” under the objective tests. In assessing
      independence under the subjective test, the Board took into account the
      standards in the objective tests, and reviewed and discussed additional
      information provided by the directors and the Company with regard to each
      director’s business and personal activities as they may relate to the Company
      and its management. Based on all of the foregoing, as required by NASDAQ rules,
      the Board made a subjective determination as to Mr. Tajima that no relationships
      exists which, in the opinion of the Board, would interfere with the exercise
      of
      independent judgment in carrying out the responsibilities of a director. The
      Board has not established categorical standards or guidelines to make these
      subjective determinations, but considers all relevant facts and
      circumstances.





In
      addition to the board-level standards for director independence, the directors
      who serve on the Audit Committee each satisfy standards established by the
      SEC
      providing that to qualify as “independent” for the purposes of membership on
      that Committee, members of audit committees may not accept directly or
      indirectly any consulting, advisory, or other compensatory fee from the Company
      other than their director compensation.




36




Transactions
      Considered in Independence Determinations.





In
      making
      its independence determinations, the Board considered transactions occurring
      since the beginning of 2005 between the Company, its predecessors, and entities
      associated with the independent directors or members of their immediate family.
      All identified transactions that appear to relate to the Company and a person
      or
      entity with a known connection to a director are presented to the Board for
      consideration. In making its subjective determination that each non-employee
      director is independent, the Board considered the transactions in the context
      of
      the NASDAQ objective standards, the special standards established by the SEC
      for
      members of audit committees, and the SEC and Internal Revenue Service (IRS)
      standards for compensation committee members. In each case, the Board determined
      that, because of the nature of the director’s relationship with the entity
      and/or the amount involved, the relationship did not impair the director’s
      independence.





Indemnification.





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.





37


**Item
      13.**  **Exhibits** **.** ****




**(a)(1)
      Financial Statements.**





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





PageReport
                of Independent Certified Public Accountants
            
            F-2Financial
                StatementsBalance
                Sheets
            
            F-3
                to F-4Statements
                of Operations
            
            F-5Statement
                of Stockholders' Deficiency
            
            F-6Statements
                of Cash Flows
            
            F-7Notes
                to Financial Statements
            
            F-8
                to F-23




**(a)
      (2) Exhibits**




1.1(1)
              
              Form
                  of Underwriting Agreement1.2(1)
              
              Form
                  of Selected Dealer Agreement1.3(1)
              
              Form
                  of Agreement Among Underwriters3.1(1)
              
              Certificate
                  of Incorporation of the Company3.2(1)
              
              Certificate
                  of Merger (Delaware)3.3(1)
              
              Certificate
                  of Merger (New Jersey)3.4(1)
              
              Agreement
                  and Plan of Merger3.5(1)
              
              By-Laws
                  of the Company3.6(2)
              
              Certificate
                  of Designation of Series A Preferred Stock3.7(3)
              
              Certificate
                  of Amendment to the Certificate of Incorporation4.1(1)
              
              Specimen
                  Certificate for shares of Common Stock4.2(1)
              
              Specimen
                  Certificate for Warrants4.3(1)
              
              Form
                  of Underwriter’s Purchase Option4.4(1)
              
              Form
                  of Warrant Agreement10.1(1)
              
              1996
                  Incentive Stock Option Plan10.2(1)
              
              Employment
                  Agreement between the Company and Devendar S. Bains10.3(1)
              
              Employment
                  Agreement between the Company and Tarlochan Bains10.4(1)
              
              Employment
                  Agreement between the Company and Nirmal Bains10.5
              
              Intentionally
                  Omitted10.6
              
              Intentionally
                  Omitted10.7(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 Company10.11(5)
              
              2005
                  Stock Option Plan
  38
  14(6)
              
              Code
                  of Ethics23.1*
              
              Consent
                    of Moore & Associates, Chartered31.1*
              
              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).
  (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.(5)
              Incorporated
                  by Reference to the Company’s Annual Report for December 31, 2005 on Form
                  10-KSB filed on April 6, 2006.(6)
              Incorporated
                  by Reference to the Company’s Annual Report for December 31, 2006 on Form
                  10-KSB filed on May 18, 2007.
  *
        Filed
        herewith.
  39





**Item
      14:**





*Audit
      fees*





Aggregate
      fees bills by the Company’s principal accountant were $26,250 in 2007 and
      $51,052 in 2006.





*Audit-Related
      Fees*





There
      were no audit related fees in 2007.





*Audit
      Committee Policies and Procedures for Pre-Approval of Services*





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





40


**WI-TRON,
        INC.**
 
 **INDEX
        TO FINANCIAL STATEMENTS**
 
 PageReport
                  of Independent Registered Public Accounting Firm
              F-2Financial
                  StatementsBalance
                  Sheets
              F-3
                  to F-4Statements
                  of Operations
              F-5Statement
                  of Stockholders' Deficiency
              F-6Statements
                  of Cash Flows
              F-7Notes
                  to Financial Statements
              F-8
                  to F-23
  F-1
 **MOORE
          & ASSOCIATES, CHARTERED**
 *ACCOUNTANTS
          AND ADVISORS*
 *PCAOB
          REGISTERED*
 
 
 **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 **To
          the Board of Directors**
 **WI-TRON
          Inc.**
 
 We
          have
          audited the accompanying balance sheet of WI-TRON Inc. as of December 31,
          2007
          and December 31, 2006, and the related statements of operations, stockholders’
equity and cash flows for the years ended December 31, 2007 and December
          31,
          2006. 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,
          2007 and December 31, 2006, and the related statements of operations,
          stockholders’ equity and cash flows for the years ended December 31, 2007 and
          December 31, 2006, 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 has incurred losses of $1,166,413 and 1,891,235
          in 2007
          and 2006, which raises substantial doubt about its ability to continue
          as a
          going concern. Management’s plans concerning these matters are also described in
          Note A. The financial statements do not include any adjustments that might
          result from the outcome of this uncertainty.
 
 ***/s/
          Moore & Associates, Chartered***
 
 Moore
          & Associates Chartered
 Las
          Vegas, Nevada
 April
          10,
          2008
 
 *2675
          S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
          253-7501*
 F-2
  **WI-TRON,
        INC.**
 **BALANCE
        SHEETS**
 **December
        31, 2007 and 2006**
 
 2007
              
              2006**ASSETS
                  - PLEDGED****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              13,917
              
              $
              -Accounts
                  receivable, net of allowance for doubtful accounts of $5,872 and
                  $10,000
                  in 2007 and 2006, respectively
              
              
              7,834
              
              
              25,077Inventories
              
              
              42,500
              
              
              94,587Prepaid
                  expenses and other
              
              
              -
              
              
              -Total
                  current assets
              
              
              64,251
              
              
              119,664**PROPERTY
                  AND EQUIPMENT - AT COST**Machinery
                  and equipment
              
              
              587,276
              
              
              587,276Furniture
                  and fixtures
              
              
              43,750
              
              
              43,750Leasehold
                  improvements
              
              
              8,141
              
              
              8,141639,167
              
              
              639,167Less
                  accumulated depreciation and amortization
              
              
              (629,965
              )
              
              (625,635
              )9,202
              
              
              13,532SECURITY
                  DEPOSIT
              
              
              5,500
              
              
              5,500TOTAL
                  ASSETS
              
              $
              78,953
              
              $
              138,696
 
 **THE
        ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
        STATEMENTS**
  F-3
  **WI-TRON,
        INC.**
 **BALANCE
        SHEETS**
 **December
        31, 2007 and 2006**
 2007
                
                2006Reclassified for
                  comparability
                  to current
                  period**LIABILITIES
                    AND STOCKHOLDERS' (DEFICIENCY)****CURRENT
                    LIABILITIES**Overdraft
                
                $
                -
                
                $
                36,140Secured
                    note payable — Phoenix — payment default
                
                
                10,000
                
                
                10,000Accounts
                    payable
                
                
                255,281
                
                
                142,064Other
                    convertible notes payable
                
                
                -
                
                
                -Notes
                    payable issued in connection with private placement of common
                    stock,including
                    accrued interest of $7,015 - payment default
                
                
                343,016
                
                
                325,016Accrued
                    expenses and other current liabilities (including delinquent
                    federal
                    payrolltaxes,
                    penalties and interest aggregating $50,913 (2005) and $1,822
                    (2004)
                
                
                300,097
                
                
                102,397Accrued
                    settlement of litigation
                
                
                95,000
                
                
                95,000Loan
                    payable to TEK, Ltd.
                
                
                908,662
                
                
                114,136Loans
                    payable - officers
                
                
                159,511
                
                
                150,100TOTAL
                    CURRENT LIABILITIES
                
                
                2,071,567
                
                
                974,853**STOCKHOLDERS'
                    (DEFICIENCY)**Convertible
                    Preferred Stock,******Series C
                    -******authorized 5,000,000 shares of $.0001
                    par
                    value with a liquidation preference of $2 per share; 130,000
                    shares issued
                    and outstanding at December 31, 2006 - liquidation preference
                    $260,000
                
                
                -
                
                
                13Common
                    stock - authorized, 100,000,000 shares of $.0001 par value; shares
                    50,028,293 and 36,928,293 shares issued/issuable and outstanding
                    at
                    December 31, 2007 and 2006, respectively
                
                
                5,003
                
                
                3,694Additional
                    paid-in capital
                
                
                26,007,755
                
                
                25,999,095Accumulated
                    deficit
                
                
                (28,005,372
                )
                
                (26,838,959
                )(1,992,614
                )
                
                (836,157
                )$
                78,953
                
                $
                138,696
  **THE
        ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
        STATEMENTS**
  F-4
  **WI-TRON,
        INC.**
 **STATEMENTS
        OF OPERATIONS**
 **Years
        ended December 31, 2007 and 2006**
 
 2007
              
              2006Net
                  sales
              
              $
              104,207
              
              $
              154,309Cost
                  of goods sold
              
              
              372,416
              
              
              388,364Gross
                  loss
              
              
              (268,209
              )
              
              (234,055
              )Operating
                  expensesWrite
                  down of raw material inventory
              
              
              -
              
              
              10,000Selling,
                  general and administrative
              
              
              483,213
              
              
              1,284,384Research,
                  engineering and development
              
              
              435,782
              
              
              337,799918,995
              
              
              1,632,183Operating
                  loss
              
              
              (1,187,204
              )
              
              (1,866,238
              )Nonoperating
                  income (expenses)Interest
                  income and other income
              
              
              63
              
              
              3,292Interest
                  expense
              
              
              (18,057
              )
              
              (18,001
              )Federal
                  tax penalties and interest
              
              
              (60,400
              )
              
              (26,558
              )Settlements
                  of accounts payable
              
              
              -
              
              
              17,629Sale
                  of New Jersey tax benefits
              
              
              102,393
              
              
              -Loss
                  before income taxes
              
              
              (1,163,205
              )
              
              (1,889,876
              )Provision
                  for income taxes
              
              
              3,208
              
              
              1,359NET
                  LOSS
              
              $
              (1,166,413
              )
              $
              (1,891,235
              )Net
                  loss per common share - basic and diluted
              
              $
              (0.02
              )
              $
              (0.06
              )Weighted
                  average number of common shares outstanding
              
              
              49,633,498
              
              
              32,078,424
 
 **THE
        ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
        STATEMENTS**
  F-5
  **Wi-Tron,
        Inc.**
 **STATEMENT
        OF STOCKHOLDERS' DEFICIENCY**
 **Years
        Ended December 31, 2007 and 2006**
 
 Series C Convertible Preferred
                Stock
              
              Common Stock
              
              Additional
                Paid-In
              
              AccumulatedShares
              
              Par Value
              
              Shares
              
              Par Value
              
              Capital
              
              Deficit
              
              TotalBALANCE
                  AT DECEMBER 31, 2006
              
              
              140,000
              
              $
              14
              
              
              23,338,267
              
              $
              2,334
              
              $
              23,794,954
              
              $
              (24,947,724
              )
              $
              (1,150,422
              )Private
                  placements of common stock
              
              
              
              
              
              
              
              
              11,075,000
              
              
              1,108
              
              
              1,365,084
              
              
              
              
              
              1,366,192Shares
                  sold to officer at prices below market
              
              
              
              
              
              
              
              
              40,000
              
              
              4
              
              
              13,196
              
              
              
              
              
              13,200Conversion
                  of preferred stock into common stock
              
              
              (9,000
              )
              
              (1
              )
              
              900,000
              
              
              90
              
              
              (89
              )
              
              
              
              
              -Offering
                  costs paid through the issuance of stock options
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              62,809
              
              
              
              
              
              62,809Shares
                  issued to employee in satisfaction of vacation pay
              
              
              
              
              
              
              
              
              40,000
              
              
              4
              
              
              9,914
              
              
              
              
              
              9,918Amortization
                  of share based compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,467
              
              
              
              
              
              7,467Public/investor
                  relations fees paid by issuance of common stock
              
              
              
              
              
              
              
              
              237,780
              
              
              24
              
              
              59,421
              
              
              
              
              
              59,445Public/investor
                  relations consulting agreement
              
              
              
              
              
              
              
              
              625,000
              
              
              63
              
              
              206,187
              
              
              
              
              
              206,250Shares
                  issued to officer to reimburse for legal fees paid by him in 2003
                  with
                  Company shares owned by him
              
              
              
              
              
              
              
              
              132,246
              
              
              13
              
              
              46,273
              
              
              
              
              
              46,286Settlement
                  of officer loans through issuance of common stock
              
              
              
              
              
              
              
              
              500,000
              
              
              50
              
              
              274,840
              
              
              
              
              
              274,890Contribution
                  of capital by officer - settlement of officer loans at less than
                  face
                  amounts
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              145,843
              
              
              
              
              
              145,843Employee
                  options exercises
              
              
              
              
              
              
              
              
              40,000
              
              
              4
              
              
              13,196
              
              
              
              
              
              13,200Net
                  loss for the year ended December 31, 2006
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              (1,891,235
              )
              
              (1,891,235
              )BALANCE
                  AT DECEMBER 31, 2006
              
              
              131,000
              
              
              13
              
              
              36,928,293
              
              
              3,694
              
              
              25,999,095
              
              
              (26,838,959
              )
              
              (836,157
              )Conversion
                  of preferred stock into common stock
              
              
              (131,000
              )
              
              (13
              )
              
              13,100,000
              
              
              1,309
              
              
              (1,296
              )
              
              
              
              
              -Amortization
                  of share based compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              9,956
              
              
              
              
              
              9,956Net
                  loss for the year ended December 31, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,166,413
              )
              
              (1,166,413
              )BALANCE
                  AT DECEMBER 31, 2007
              
              
              -
              
              $
              -
              
              
              50,028,293
              
              $
              5,003
              
              $
              26,007,755
              
              $
              (28,005,372
              )
              $
              (1,992,614
              )
 
 **THE
        ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
        STATEMENTS**
  F-6
  **Wi-Tron,
        Inc.**
 **STATEMENTS
        OF CASH FLOWS**
 **Years
        ended December 31, 2007 and 2006**
 2007
                
                2006Operating
                    activities:Net
                    Loss
                
                $
                (1,166,413
                )
                $
                (1,891,235
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activitiesAmortization
                    of share based compensation
                
                
                9,956
                
                
                7,467Restricted
                    common stock issued on employee options exercise
                
                
                -
                
                
                7,200Provision
                    for inventory write-down
                
                
                -
                
                
                26,237Depreciation
                    and amortization
                
                
                4,330
                
                
                4,329Share-based
                    compensation of officer in connection with settlement of officer
                    loans
                
                
                -
                
                
                223,879Shares
                    issued to employee in satisfaction of vacation pay
                
                
                -
                
                
                9,918Interest
                    accrued added to private placement and convertible promissory
                    notes
                
                
                18,000
                
                
                18,001Shares
                    issued to officer to reimburse for legal fees paid by him in
                    2003 with
                    Company shares owned by him
                
                
                -
                
                
                46,286Consultants
                    paid through the issuance of common stock
                
                
                -
                
                
                265,695Changes
                    in assets and liabilitiesAccounts
                    receivable
                
                
                17,243
                
                
                (3,151
                )Inventories
                
                
                52,087
                
                
                (12,233
                )Prepaid
                    expenses and other assets
                
                
                -
                
                
                1,208Accounts
                    payable and accrued expense
                
                
                310,917
                
                
                (250,830
                )Total
                    adjustments
                
                
                412,533
                
                
                344,006Net
                    cash used in operating activities
                
                
                (753,880
                )
                
                (1,547,229
                )Financing
                    activities:(Decrease)
                    increase in overdraft
                
                
                (36,140
                )
                
                36,140Payment
                    of secured promissory note to Phoenix
                
                
                -
                
                
                (10,000
                )Proceeds
                    from the sale of common stock via private placements
                
                
                -
                
                
                1,429,001Shares
                    sold to officer at prices below market
                
                
                -
                
                
                13,200Employee
                    options exercises
                
                
                -
                
                
                6,000Proceeds
                    from loans from TEK, Ltd.
                
                
                794,526
                
                
                114,136Advances
                    from (repayment to) officers
                
                
                9,411
                
                
                (76,246
                )Net
                    cash provided by financing activities
                
                
                767,797
                
                
                1,512,231NET
                    INCREASE (DECREASE) IN CASH
                
                $
                13,917
                
                $
                (34,998
                )Cash
                    and cash equivalents at beginning year
                
                
                -
                
                
                34,998Cash
                    and cash equivalents at end year
                
                $
                13,917
                
                $
                -**Supplemental
                    disclosures of cash flow information:**Cash
                    paid for:   Interest
                
                $
                57
                
                $
                406Income
                    taxes
                
                $
                3,208
                
                $
                1,359**Noncash
                    financing activities:**Restricted
                    common stock issued to settle officer loans
                
                $
                -
                
                $
                51,011Contribution
                    of capital by officer - settlement of officer loans at less than
                    face
                    amounts
                
                
                -
                
                
                145,843
  **THE
        ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
        STATEMENTS**
  F-7
  **WI-TRON,
        INC.**
 **Notes
        to Financial Statements**
 **December
        31, 2007 and 2006**
 
 **NOTE
        A - NATURE OF OPERATIONS AND LIQUIDITY**
 
 Wi-Tron,
        Inc. (the Company) has historically operated in one segment, which is the
        design, manufacture and selling of ultra linear single and multi channel
        power
        amplifiers, cellular base station components, and broadband wireless products
        to
        the worldwide wireless 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 $1,166,413 and $1,891,235 in 2007 and 2006,
        respectively.
 
 With
        little remaining cash 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.
 
 In
        the
        past, the Company funded certain operating expenses through borrowings (in
        the
        form of deferring salaries and cash advances) from officers and principal
        shareholders. The Company also 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
        machinery to produce components for our products;
  F-8
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  -  Deferral
        of payments of officers' salaries, as needed;
  -  Reducing
        overhead costs and general expenditures.
  -  Merging
        with another company to provide adequate working capital and jointly develop
        innovative products.
  **RECENT
        DEVELOPMENTS**
 
 In
        February 2008, the Company entered into a letter of intent providing for
        the
        acquisition of all of the outstanding shares of Cellvine in exchange for
        85% of
        the outstanding common stock of Wi-tron on a fully diluted basis, leaving
        the
        existing owners of the Company's common stock with 15% on a fully diluted
        basis.
        Among other things, the agreement provides for the conversion of the Tek,
        Ltd.
        debt ($908,662 at December 31, 2007) into common stock at $.05 per share.
        Pursuant to the merger, the Company will change its name to
        Cellvine.
 
 In
        February 2008, the Company received gross proceeds of $215,000 in connection
        with the private placement sale to accredited investors of 15,250,000 shares
        of
        restricted common stock.
  **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.
  F-9
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
 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, 2007 and 2006, inventories consisted
        of the
        following:
 
 2007
              
              2006Component
                  parts
              
              $
              23,168
              
              $
              26,722Work-in-progress
              
              
              6,340
              
              
              46,040Finished
                  Goods
              
              
              12,992
              
              
              21,825$
              42,500
              
              $
              94,587
 
 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, 2007.
 
 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.
  F-10
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
 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.
 
 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
        2007, 3 customers accounted for substantially all net sales and substantially
        all accounts receivable at December 31, 2007. Export sales in 2007 accounted
        for
        substantially all net sales including 46% to Israel and 34% to
        Europe.
 
 During
        2006, 4 customers accounted for approximately 96% of net sales and 3 customers
        accounted for 100% of net accounts receivable at December 31, 2006. Export
        sales
        in 2006 accounted for approximately 88% of net sales including 60% 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.
  F-11
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  8.
        STOCK-BASED EMPLOYEE COMPENSATION
 
 On
        January 1, 2006 the Company adopted Statement of Financial Accounting Standards
        (SFAS) No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”). SFAS
        123(R) requires the Company to recognize expense related to the fair value
        of
        employee stock option awards and to measure the cost of employee services
        received in exchange for an award of equity instruments based on the grant
        date
        fair value
        of
        the award. This eliminated the exception to account for such awards using
        the
        intrinsic method previously allowable under Accounting Principles Board Opinion
        No. 25, “Accounting for Stock issued to Employees” (“APB 25”). Prior to January
        1, 2006, we accounted for the stock based compensation plans under the
        recognition and measurement provisions of APB 25, as permitted by SFAS No.
        123,
“Accounting for Stock-Based Compensation.”
  Effective
        January 1, 2006, the Company adopted the fair value recognition provisions
        of
        SFAS 123(R), using the modified-prospective-transition method. Under that
        transition method, compensation cost recognized in 2006 and beyond includes:
        (a)
        compensation cost for all share-based payments granted prior to, but not
        yet
        vested as of January 1, 2006, based on the grant date fair value estimated
        in
        accordance with the original provisions of SFAS No. 123, and (b) compensation
        cost for all stock-based payments granted subsequent to January 1, 2006,
        based
        on the grant-date fair value estimated in accordance with the provisions
        of SFAS
        123(R). Results for prior periods have not been restated and there is no
        cumulative effect upon adoption of SFAS 123(R).
 
 Prior
        to
        adoption of SFAS 123(R) the Company used intrinsic-value method of accounting
        for stock based-awards granted to employees. No stock-based compensation
        cost is
        included in the net loss for the year ended December 31, 2007 as no options
        were
        granted to employees during that period. All stock-based compensation during
        the
        year ended December 31, 2006 was paid in the form of restricted common
        stock.
  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
        $1,162
        and $5,951 for the years ended December 31, 2007 and 2006, respectively.
  11.
        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.
  F-12
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
 12.
        SEGMENT INFORMATION
 
 The
        Company has not pursued its wireless Internet connectivity business since
        2003
        and is currently operating in one segment.
 
 13.
        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.
 
 14.
        RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
 In
        December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
        Combinations." SFAS 141(R) broadens the guidance of SFAS 141, extending its
        applicability to all transactions and other events in which one entity obtains
        control over one or more other businesses. It broadens the fair value
        measurement and recognition of assets acquired, liabilities assumed, and
        interests transferred as a result of business combinations. SFAS 141(R) expands
        on required disclosures to improve the statement users' abilities to evaluate
        the nature and financial effects of business combinations. SFAS 141(R) is
        effective for our fiscal year beginning January 1, 2009. The adoption of
        SFAS
        141(R) is not expected to have a material impact on the Company's financial
        position, results of operations or cash flows.
 
 In
        December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
        Consolidated Financial Statements—an amendment of ARB No. 51." SFAS 160 requires
        that a noncontrolling interest in a subsidiary be reported as equity and
        the
        amount of consolidated net income specifically attributable to the
        noncontrolling interest be identified in the consolidated financial statements.
        It also calls for consistency in the manner of reporting changes in the parent's
        ownership interest and requires fair value measurement of any noncontrolling
        equity investment retained in a deconsolidation. SFAS 160 is effective for
        our
        fiscal year beginning January 1, 2009. We have not yet determined the impact
        of
        adopting SFAS 160 on the Company's financial position, results of operations
        or
        cash flows.
 
 In
        February, 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
        Assets and Financial Liabilities including an amendment of FAS 115, or FAS
        159.
        This statement provides companies with an option to report selected financial
        assets and liabilities at fair value. This statement is effective for fiscal
        years beginning after November 15, 2007 with early adoption permitted. We
        believe that adoption of FAS No. 159 will not have a material affect on our
        results of operations or financial position.
 
 In
        September 2006, the FASB issued SFAS No. 158 Employers' Accounting for Defined
        Benefit Pension and Other Postretirement Plans - an Amendment of FASB Statements
        No. 87, 88, 106, and 132(R). This statement requires a company to recognize
        the
        funded status of a benefit plan as an asset or a liability in its statement
        of
        financial position. In addition, a company is required to measure plan assets
        and benefit obligations as of the date of its fiscal year-end statement of
        financial position. The recognition provision of this statement, along with
        additional disclosure requirements, is effective for fiscal years ending
        after
        December 15, 2006, while the measurement date provision is effective for
        fiscal
        years ending after December 15, 2008. Management does not believe that adoption
        of this statement will have a material impact
        on
        the financial position of the Company.
  F-13
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  In
        September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" which
        defines fair value, establishes guidelines for measuring fair value and expands
        disclosures regarding fair value measurements. SFAS 157 and eliminates
        inconsistencies in guidance found in various prior accounting pronouncements.
        SFAS 157 is effective for fiscal years beginning after November 15, 2007.
        However, on February 12, 2008, the FASB issued proposed FASB Staff Position
        ("FSP") SFAS No. 157-2, "Effective Date of FASB Statement No. 157," which
        defers
        the effective date for adoption of fair value measurements for nonfinancial
        assets and liabilities to fiscal years beginning after November 15, 2008.
        The
        Company will adopt SFAS 157 during 2008, except as it applies to those
        non-financial assets and non-financial liabilities as noted in proposed FSP
        157-2. The partial adoption of SFAS 157 is not expected to have a material
        impact on the Company's financial position, results of operations or cash
        flows.
  In
        June,
        2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
        Income Taxes, an Interpretation of FASB Statement No. 109, Accounting for
        Income
        Taxes (FIN48), to create a single model to address accounting for uncertainty
        in
        tax positions. FIN 48 clarifies the accounting for income taxes by prescribing
        a
        minimum recognition threshold a tax position is required to meet before being
        recognized in the financial statements. FIN 48 also provides guidance on
        derecognition, measurement, classification, interest, and penalties, accounting
        in interim periods, disclosure and transition. The Company adopted FIN 48
        as of
        January 1, 2007. Based on our evaluation, we have concluded that there are
        no
        significant uncertain tax positions requiring recognition in our financial
        statements. Our evaluation was performed for the tax years which remain subject
        to examination by major tax jurisdictions as of December 31, 2007. We may
        from
        time to time be assessed interest or penalties by major tax jurisdictions,
        although any such assessments historically have been minimal and immaterial
        to
        our financial results. In the event we have received an assessment for interest
        and/or penalties, it has been classified in the financial statements as selling,
        general and administrative expense. The Company is currently subject to a
        three
        year statue of limitations by major tax jurisdictions. The Company files
        income
        tax returns in the U.S. federal jurisdiction and New Jersey.
  F-14
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  **NOTE
        C - STOCKHOLDERS' EQUITY**
 
 1.  Warrants
        and Options
 At
        December 31, 2007, the following 1,370,000 warrants, remained
        outstanding:
 
 (1)
              20,000
                  exercisable at $.20 through March 2010
 (2)
              600,000
                  exercisable at $.20 through August
                  2009
 (3)
              750,000
                  exercisable at $.20 through August
                  2009
 
 At
        December 31, 2007, the Company had employee stock options outstanding to
        acquire
        2,800,000 shares of common stock at exercise prices of $.15 to $0.20 per
        share.
 
 2.  Stock
        Purchase and Financing Agreements
 
 In
        2004
        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 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 were payable
        on demand, provided that demand could not have been made before December
        31,
        2004, unless the Company was in default of the Note Purchase
        Agreement.
 
 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
  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 (gross proceeds of $333,000)
        pursuant to Regulation D of the Securities Act of 1933, as amended, and Rule
        506
        promulgated thereunder. The Company's officers and directors directed the
        sale
        and received no commissions or other remuneration.
  F-15
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
 In
        March
        2006, the Company received gross proceeds of $50,000 ($.08 per share) from
        the
        wife of John C. Lee (Chairman of the Board of Directors) for 625,000 shares
        of
        restricted common stock.
 
 4.  Series
        C Convertible Preferred Stock
 
 As
        of
        December 31, 2006, there were 131,000 shares of Series C Convertible Preferred
        Stock outstanding, 125,000 of which are owned by John Lee, the Chairman of
        the
        Board of Directors and 6,000 of which are owned by Jessica Lee, the former
        Chief
        Financial Officer. Each share of the preferred stock is convertible into
        100
        shares of common stock. Accordingly, the outstanding preferred shares, in
        the
        aggregate, were convertible into 13,100,000 shares of common stock.
 
 On
        January 11, 2007, John Lee converted 125,000 shares of his preferred stock
        into
        12,500,000 shares of common stock. On January 11, 2007, Jessica Lee converted
        6,000 shares of her preferred stock into 600,000 shares of common stock.
        As a
        result of such preferred stock conversion, as of January 11, 2007, the Company
        had 50,028,293 shares of Common Stock and no shares of preferred stock issued
        and outstanding.
 
 5.  Other
        Issuances of Common Stock and Related Matters
 
 In
        January 2006, the Company issued to the securities lawyer non-qualified 10
        year
        options to purchase 1,000,000 shares at $.20 per share for services rendered
        in
        connection with successful private placements. The options were valued at
        $62,809 and were charged against the proceeds of private placements during
        the
        quarter ended March 31, 2007. In November 2006, this lawyer voluntarily returned
        250,000 of these options.
 
 In
        January 2006, John Lee and Jessica Lee each converted 2,000 shares of their
        preferred stock into 200,000 shares of restricted common stock (aggregate
        of
        400,000 shares). In September 2006, John Lee converted 3,000 shares of his
        preferred stock into 300,000 shares of restricted common stock. Also in
        September 2006, Jessica Lee converted 2,000 shares of her preferred stock
        into
        200,000 shares of restricted common stock.
 
 On
        February 8, 2006, the Company issued 50,000 shares of restricted common stock
        to
        Eric Popkoff for consulting services pursuant to an agreement with Undiscovered
        Equities Research Corporation ("UERC") dated September 23, 2005 ($5,850 was
        charged to operations in 2005).
 
 In
        March
        2006, the Company's lawyer was issued 200,000 shares of restricted 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 ($26,000 was recorded as offering costs reducing stockholders'
        equity in 2005).
 
 Pursuant
        to a series of subscription agreements, the Company received $925,000 in
        proceeds from several issuances of restricted common stock it made to the
        former
        secretary/director (who was also the Company's public/investor relations
        consultant) as follows:
  F-16
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  Date
                  Issued
              
              Shares
                Issued
              
              Gross
                Proceeds03/30/06
              
              
              1,500,000
              
              $
              225,00005/04/06
              
              
              500,000
              
              
              110,00005/17/06
              (A)
              
              400,000
              
              
              100,00007/18/06
              (A)
              
              800,000
              
              
              200,00009/08/06
              
              
              1,000,000
              
              
              250,00011/11/06
              (B)
              
              200,000
              
              
              40,0004,400,000
              
              $
              925,000
 
 (A)
        Governed by a subscription agreement dated July 18, 2006 for 1,200,000 shares
        at
        $.25 per share.
 (B)
        Governed by a subscription agreement dated November 11, 2006 for 200,000
        shares
        at $.20 per share.
 
 During
        the year ended December 31, 2006 the Company issued 237,780 shares of restricted
        common stock to the former secretary/director as compensation for consulting
        services rendered valued at $59,445. Pursuant to the April 2006 consulting
        agreement, the Company issued 625,000 shares of restricted common stock to
        this
        individual resulting in charges to operations of $206,250.
 
 On
        May
        16, 2006, the Company issued 300,000 shares of restricted common stock to
        an
        accredited investor for gross proceeds of $81,000.
 
 On
        May
        17, 2006, the Company issued 40,000 shares of restricted common
        stock ** to
        an
        employee in payment of a previously accrued vacation liability of $9,918
        charged
        as compensation.
 
 On
        September 20, 2006, the Chief Executive Officer purchased 40,000 shares (valued
        at $13,200) of restricted common stock for gross proceeds of $10,000, resulting
        in a charge to operations for officer compensation of $3,200..
 
 In
        September 2006, employees exercised stock options for an aggregate of 40,000
        shares valued at $13,200, resulting in a charge to operations for compensation
        of $7,200.
 
 In
        September 2006, the Company issued 132,246 shares of restricted common stock
        to
        Devendar S. Bains as reimbursement for legal fees of the Company personally
        paid
        by him with common shares in 2003, resulting in a charge to operations of
        $46,286.
 
 In
        November 2006, pursuant to a subscription agreement dated September 26, 2006,
        the Company issued 200,000 shares of restricted common stock to Joseph Nordgaard
        (the now former CEO) for $.20 per share for aggregate gross proceeds of
        $40,000.
 
 Net
        cash
        proceeds received by the Company from private placements of restricted common
        stock were $NIL for the year ended December 31, 2007, compared to $1,429,001
        during the year ended December 31, 2006. As of December 31, 2007 the Company
        had
        50,028,293 shares of common stock issued and outstanding, compared to 36,928,293
        shares outstanding as of December 31, 2006.
  F-17
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
 5.  Amendment
        to Certificate of Designation of Preferred Shares
  In
        May
        2006, the Company's certificate of designation for the preferred shares was
        amended whereby the liquidation preference was corrected to be $2 per preferred
        share rather than the incorrect $750,000 per share in the original
        certificate.
 
 6.  Preferred
        and Common Stock Restricted under Rule 144
  All
        preferred shares and all shares referred to as restricted common stock are
        governed by SEC Rule 144 and cannot be sold unless they are registered pursuant
        to the Securities Act of 1933, as amended, or if such sale is pursuant to
        a
        valid exemption from registration.
  **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. 2,800,000 options remained outstanding at December 31,
          2007.
  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.
 
 Prior
        to
        adoption of SFAS 123(R) the Company used intrinsic-value method of accounting
        for stock based-awards granted to employees. No stock-based compensation
        cost is
        included in the net loss for the year ended December 31, 2005 as no options
        were
        granted to employees during that period. All stock-based compensation during
        the
        year ended December 31, 2007 was paid in the form of restricted common
        stock.
  F-18
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  Stock
        option activity during 2007 and 2006, is summarized below:
 
 Shares of
                common stock
                attributable to
                options
              
              Weighted
                average exercise
                price of optionsUnexercised
                  at December 31, 2005
              
              
              1,400,000
              
              $
              0.152Expired
                  at December 31, 2006
              
              
              -
              
              
              -Issued
                  during 2006
              
              
              1,450,000
              
              
              0.228Unexercised
                  at December 31, 2007
              
              
              2,850,000
              
              
              0.185Expired
                  during 2007
              
              
              (50,000
              )
              
              0.200Issued
                  during 2007
              
              
              -
              
              
              -Unexercised
                  at December 31, 2007
              
              
              2,800,000
              
              
              0.185
 
 The
        following table summarizes information concerning outstanding and exercisable
        options, including warrants issued to officers, at December 31,
        2007:
  Options Outstanding
              
              Options ExercisableExercise
                Prices
              
              Number
                outstanding at
                period end
              
              Weighted
                average
                remaining
                contractual life
              
              Weighted
                average
                exercise price
              
              Number
                exercisable at
                period end
              
              Weighted
                average
                exercise price$
              0.150
              
              
              1,300,000
              
              
              1.4
                  years (1)
              
              $
              0.150
              
              
              1,300,000
              
              $
              0.1500.200
              
              
              200,000
              
              
              2.0
                  years
              
              
              0.200
              
              
              200,000
              
              
              0.2000.370
              
              
              300,000
              
              
              2.0
                  years
              
              
              0.370
              
              
              300,000
              
              
              0.3700.200
              
              
              1,000,000
              
              
              8.5
                  years
              
              
              0.200
              
              
              1,000,000
              
              
              0.2002,800,000
              
              
              4
                  years
              
              $
              0.195
              
              
              2,800,000
              
              $
              0.195
 
 (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, 2007, the Federal net operating loss
        carryforwards are approximately $19,000,000. The net operating loss
        carryforwards expire at various dates through 2027, and because of the
        uncertainty in the Company's ability to utilize the net operating loss
        carryforwards, a full valuation allowance of approximately $6,500,000 and
        $6,200,000 has been provided on the deferred tax asset at December 31, 2007
        and
        2006, respectively.
  F-19
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  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 2007 and 2006, the Company received
        $102,393 and $NIL, respectively, from the sale of such net operating losses.
        As
        a result of these transactions, the New Jersey net operating loss carryforwards
        are limited to the current year loss of approximately $1,100,000 at December
        31,
        2007.
 
 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 2007 and 2006 is principally due to the impact
        of
        state income and minimum taxes.
  **NOTE
        F - COMMITMENTS AND OTHER COMMENTS**
 
 1.
        OPERATING LEASES
 
 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
 2008
                
                $
                30,000$
                30,000
 Rent
        expense, including the Company's share of real estate taxes, utilities and
        other
        occupancy costs, was $72,000 and $74,750 for the years ended December 31,
        2007
        and 2006, respectively.
  F-20
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  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 paid all related liabilities
        connected with these liens during the year ended December 31, 2007.
  **NOTE
        G - OFFICER LOANS**
 
 1.  Officer
        Loans and Employment Agreements
  As
        of
        December 31, 2007, the Company owes $150,000 to Devendar S. Bains, a former
        Chief Executive Officer for loans. This balance due is non-interest bearing
        and
        is secured by warrants to purchase 750,000 shares of common stock at $.20
        per
        share, exercisable through September 2009 . The balance of $150,000 (after
        payment of $50,000 made in September 2006) is payable in three quarterly
        installments of $50,000 through September 2007. Each installment payment
        requires the surrender and cancellation of 250,000 warrants. 250,000 warrants
        were surrendered and cancelled in September 2006 concurrent with a $50,000
        payment. None of the required quarterly payments were made in 2007. No action
        has been taken by Mr. Bains against the Company to collect this
        balance.
  On
        June
        27, 2005, the Board of Directors resolved to enter into new employment
        agreements with Devendar S. Bains and Tarlochan S. Bains to settle the liability
        for unpaid salaries. In September 2006, that resolution was memorialized
        in
        employment agreements as follows:
 
 (i)  Devendar
        S. Bains – (employment agreement dated September 1, 2006) in settlement of the
        liability for accrued and unpaid salaries, the Company agreed to:
  a.
              issue
                  a three year warrant for the purchase of 1,000,000 shares common
                  stock
                  exercisable at $.20 per share (the "Warrant"), with 750,000 remaining
                  outstanding at December 31, 2007;
  F-21
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  b.
              pay
                  the amount of $200,000 in full settlement of the debt due him from
                  the
                  Company, payable in quarterly installments of $50,000 starting
                  September
                  30, 2006 through June 30, 2007, with $150,000 remaining outstanding
                  at
                  December 31, 2007;
 c.
              cancel
                  250,000 warrants for each $50,000 quarterly installment paid (250,000
                  were
                  canceled concurrent with the September 2006
                  payment);
 d.
              provide
                  the right to exercise the warrants periodically in lieu of receiving
                  the
                  quarterly cash payments;
 e.
              offer
                  continued employment with the Company for a term of three (3) years
                  at a
                  salary of $80,000 per year; and
 f.
              revert
                  to a consulting agreement at a monthly amount of $5,000 for 12
                  months upon
                  the payment in full of the $200,000 debt settlement (following
                  the last
                  $50,000 quarterly payment). As a consultant, the customary benefits
                  allowed under his regular employment will be
                  retained.
 
 As
        a
        result of the employment agreement with Devendar S. Bains, the face amount
        of
        the loan balance of $345,843 immediately prior to the settlement exceeded
        the
        minimum cash settlement amount of $200,000 by $145,843. The excess was credited
        to additional paid-in capital. The current value of the warrants (based on
        the
        current trading prices of the underlying common stock) that secure this
        liability is less than the minimum cash settlement amount of $200,000.
        Accordingly, the contribution to additional paid-in capital was measured
        by the
        minimum cash settlement amount of $200,000.
 
 Devendar
        S. Bains beneficially owns 1,050,000 stock options (50,000 of which are owned
        by
        his wife) that have been extended until May 2008, and are otherwise not affected
        by this settlement.
 
 (ii)  Tarlochan
        S. Bains - (employment agreement dated July 1, 2005) in settlement of the
        liability for accrued and unpaid salaries, the Company agreed to (a) issue
        500,000 shares of restricted common stock valued at $185,000, (b) enter into
        an
        employment agreement at $80,000 per year, (c) issue 300,000 incentive stock
        options exercisable at $.20 per share pursuant to the 2005 Plan valued at
        $61,695, and (d) issue 200,000 non-qualified stock options which vest
        immediately and are exercisable at $.20 per share valued at $48,760, with
        an
        unspecified number of additional options to be issued over the next two years
        at
        exercise prices to be determined by the Board of Directors in accordance
        with
        the 2005 Plan at the time of issuance. Accordingly, the Company has reflected
        aggregate officer compensation charged to operations of $223,879 (the value
        of
        the shares and options of $274,890 less the face amount of the loan balance
        of
        $51,110).
 
 2.  Other
        Related Party Transactions
  In
        2007,
        Tek loaned the Company $794,526.
        In 2006, Tek loaned the Company $114,136. At December 31, 2007, the Company
        owes
        Tek $908,662.
 
 The
        following amounts are included in the above mentioned loans: In 2007, Tek
        made
        purchases of parts, supplies, services and equipment rentals on behalf of
        the
        Company for a total of $228,982 and the
        Company incurred rent to Tek, Ltd of $72,000. In 2006 Tek made
        purchases of parts, supplies, services and equipment rentals on behalf of
        the
        Company for a total of $73,092 and the
        Companyincurred rent to Tek, Ltd of $74,750.
  F-22
  **WI-TRON,
          INC.**
 **Notes
          to Financial Statements**
 **December
          31, 2007 and 2006**
  **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, 2007.
 
 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. The last payment made was in
        November 2006 and the Company is in default of the settlement agreement.
        There
        is a remaining balance of $7,917 as of December 31, 2007.
  **NOTE
        I - SUBSEQUENT EVENTS**
 
 In
        February 2008, the Company received gross proceeds of $215,000 in connection
        with the private placement sale to accredited investors of 15,250,000 shares
        of
        restricted common stock.
 
 In
        February 2008, the Company issued 2,500,000 shares of restricted common stock
        to
        an investor relations firm for services rendered and to be
        rendered.
 
 In
        February 2008, the Company entered into a non-binding letter of intent providing
        for the acquisition of all of the outstanding shares of Cellvine,Ltd.,
        a
        private Israeli company that develops and markets coverage and capacity
        solutions for the wireless telecommunications industry, in exchange for
        85% of the outstanding common stock of Wi-tron on a fully diluted basis,
        leaving
        the existing owners of the Company's common stock with 15% on a fully diluted
        basis. Among other things, the agreement provides for the conversion of the
        Tek,
        Ltd. debt ($908,662 at December 31, 2007) into common stock at $.05 per share.
        Pursuant to the merger, the Company will change its name to
        Cellvine.
  F-23




Exhibit
        23.1
 
 **MOORE
        & ASSOCIATES, CHARTERED**
 ***ACCOUNTANTS
        AND ADVISORS***
 ***PCAOB
        REGISTERED***
  **CONSENT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 We
          consent to the use, in the statement on Form 10KSB of WI-TRON Inc., of
          our
          report dated April 10, 2008 on our audit of the financial statements of
          WI-TRON
          Inc. as of December 31, 2007 and December 31, 2006, and the related statements
          of operations, stockholders’ equity and cash flows for the years ended December
          31, 2007 and 2006, and the reference to us under the caption
“Experts.”
 
 ***/s/
                  Moore & Associates, Chartered***Moore
                  & Associates CharteredLas
                  Vegas, NevadaApril
                  12, 2008
   *2675
        S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)253-7499 Fax (702)253-7501*









**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.April
                14, 2008
            By:
            /s/
                John C. LeeName:
                John C. LeeTitle:
                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.





Signature
            
            Title
            
            Date/s/
                John C. LeeJohn
                C. Lee
            
            Chief
                Executive Officer and
                director
            
            April
                14, 2008/s/
                Tarlochan S. BainsTarlochan
                S. Bains
            
            Vice
                President and Director
            
            April
                14, 2008/s/
                Mikio Tajima
            
            Director
            
            April
                14, 2008Mikio
                Tajima