U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________  FORM 10-QSB ____________  x
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 o
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 000-50214 ____________  WIRELESS HOLDINGS, INC. (Exact name of small business issuer as specified in its charter) ____________ Florida
        26-0067474(State or other jurisdiction of incorporationor organization)
        (I.R.S. Employer Identification No.)  301 North Ocean Blvd. Boca Raton, Florida 33062 (Address of Principal Executive Offices) (561) 347-9220 (Issuers telephone number) (Former name, address and fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
        x
        Noo  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes
        x
        Noo  State the number of shares outstanding of each of the issuers classes of
common equity, as of August 14, 2006: 30,176,250 shares of common
stock.            WIRELESS HOLDINGS, INC.

INDEX

PART I-- FINANCIAL INFORMATION


Item 1.
        Financial StatementsItem 2.
        Managements Discussion and Analysis of Financial ConditionItem 3.
        Control and ProceduresPART II-- OTHER INFORMATION


Item 1.
        Legal ProceedingsItem 2.
        Changes in SecuritiesItem 3.
        Defaults Upon Senior SecuritiesItem 4.
        Submission of Matters to a Vote of Security HoldersItem 5.
        Other InformationItem 6.
        Exhibits and Reports on Form 8-KSignature




Item 1.
        Financial InformationBASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended June 30, 2006 are not necessarily indicative of results that may be expected for the year ending December 31, 2006. The financial statements are presented on the accrual basis.













WIRELESS HOLDINGS, INC. AND SUBSIDIARY



CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



June 30, 2006

(Unaudited)





TABLE OF CONTENTS










PageCondensed Consolidated Balance Sheet
        2Condensed Consolidated Statements of Operations
        3Condensed Consolidated Statements of Cash Flows
        4Notes to the Condensed Consolidated Financial Statements
        5-6













WIRELESS HOLDINGS, INC. AND SUBSIDIARYCONDENSED CONSOLIDATED BALANCE SHEETSJune 30,2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
        
        $
        24,532Accounts receivable, net
        
        
        229Prepaid expenses and other current assets
        
        
        200Total current assets
        
        
        24,961Total assets
        
        $
        24,961LIABILITIES AND SHAREHOLDERS' DEFICIENCYCURRENT LIABILITIES:Accounts payable and accrued expenses
        
        $
        13,252Loans payable to related party
        
        
        215,945Total current liabilities
        
        
        229,197SHAREHOLDERS' DEFICIENCY:Common stock - $.001 par value; 100,000,000 shares authorized;30,176,250 shares issued and outstanding
        
        
        30,176Additional paid-in capital
        
        
        18,298Accumulated deficit
        
        
        (252,710)Total shareholders' deficiency
        
        
        (204,236)Total liabilities and shareholders' deficiency
        
        $
        24,961The accompanying notes are an integral part of these financial statements.



-2-





WIRELESS HOLDINGS, INC. AND SUBSIDIARYCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSThree Months Ended June 30,
        
        Six Months Ended June 30,2006
        
        2005
        
        2006
        
        2005(Unaudited)
        
        (Unaudited)
        
        (Unaudited)
        
        (Unaudited)Revenues, net
        $
        805
        $
        16,235
        $
        1,425
        $
        57,715Cost of Sales
        
        -
        
        8,429
        
        -
        
        31,225GROSS PROFIT
        
        805
        
        7,806
        
        1,425
        
        26,490Selling, general and administrative expenses
        
        15,403
        
        23,485
        
        30,048
        
        65,852NET LOSS FROM OPERATIONS
        
        (14,598)
        
        (15,679)
        
        (28,623)
        
        (39,362)Gain on sale of asset
        
        -
        
        6,188
        
        -
        
        6,188Other income
        
        25,000
        
        -
        
        25,000
        
        -NET INCOME (LOSS)
        $
        10,402
        $
        (9,491)
        $
        (3,623)
        $
        (33,174)Net loss per share - basic and diluted
        $
        0.00
        $
        (0.00)
        $
        (0.00)
        $
        (0.00)Weighted average number of sharesoutstanding - basic and diluted
        
        30,176,250
        
        30,176,250
        
        30,176,250
        
        30,176,250





The accompanying notes are an integral part of these financial statements.



-3-







WIRELESS HOLDINGS, INC. AND SUBSIDIARYCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Six months ended June 30,2006
        
        2005(Unaudited)
        
        (Unaudited)Cash Flows From Operating Activities:Net loss
        $
        (3,623)
        $
        (33,174)Adjustments to reconcile net loss to netcash used by operating activities:Allowance for doubtful accounts
        
        2,577
        
        827Depreciation and amortization
        
        -
        
        3,423Changes in assets and liabilities:Accounts receivable
        
        (1,065)
        
        3,437Note receivable
        
        
        
        (19,488)Inventory
        
        -
        
        9,328Accounts payable and accrued expenses
        
        755
        
        (5,162)Net cash used in operating activities
        
        (1,356)
        
        (40,809)Cash Flows From Investing Activities:Sale of property and equipment
        
        -
        
        3,177Sale of intangible assets
        
        -
        
        8,000Net cash provided by investing activities
        
        -
        
        11,177Cash Flows From Financing Activities:Proceeds from related party loans
        
        24,000
        
        39,000Net cash provided by financing activities
        
        24,000
        
        39,000Net increase in cash and cash equivalents
        
        22,644
        
        9,368Cash and cash equivalents, beginning of period
        
        1,888
        
        13,044Cash and cash equivalents, end of period
        $
        24,532
        $
        22,412



The accompanying notes are an integral part of these financial statements.



-4-





WIRELESS HOLDINGS, INC. AND SUBSIDIARY



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



June 30, 2006

(Unaudited)



NOTE A  DESCRIPTION OF THE BUSINESS

Business Activity



Action Wireless, Inc., a wholly-owned subsidiary of Wireless Holdings, Inc., is a reseller of wireless voice and data communications products and services to business and individuals primarily located in South Florida.



Principles of Consolidation



The consolidated financial statements include the accounts of Wireless Holdings, Inc. and its wholly-owned subsidiary, Action Wireless, Inc. All intercompany accounts and transactions have been eliminated.



In June 2003, Action Wireless, Inc. became the wholly owned subsidiary of Wireless Holdings, Inc in connection with a stock purchase and share exchange agreement. Accordingly, this transaction effectively resulted in a capital transaction with Action Wireless, Inc. as the accounting acquirer. The consolidated financial statements presented for periods preceding the merger are those of the accounting acquirer.

NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Companys annual financial statements, notes and accounting policies included in the Companys annual report on Form 10-KSB for the year ended December 31, 2005 as filed with the SEC. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of financial position as of June 30, 2006 and the related operating results and
cash flows for the interim period presented have been made. The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year.



Use of Estimates



Use of estimates and assumptions by management is required in the preparation of financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates and assumptions.







- 6 -



WIRELESS HOLDINGS, INC. AND SUBSIDIARY



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



June 30, 2006

(Unaudited)





Earnings Per Share

Basic earnings per share (EPS) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Shares. Diluted EPS reflects the potential dilution of securities that could share in the earnings.


Loans payable to related partyDuring the six month period ended June 30, 2006 an officer and director of the Company loaned amounts totaling $13,500 to the Company. Loans payable to this related party are $215,945 as of June 30, 2006. Loans are non-interest bearing and due upon demand.

Subsequent event

The Company entered into a Merger Agreement during April 2006 to acquire shares of another entity, subject to their Board of Directors approval. The Company received a non-refundable fee of $25,000, which has been included as other income. This agreement has been extended and is expected to be approved by the Board in August 2006.





- 7 -







Item 2.
        Managements Discussion and Analysis or Plan of Operation

Overview



We are a reseller of wireless voice and data communications products and services. Our product and service offerings are tailored to meet the communications needs of individuals, local and regional businesses. The marketing and distribution plans for our services are further targeted to the specific geographic and demographic characteristics of the south Florida markets.



On June 30, 2005, we entered into an agreement for the sale of assets pursuant to which we sold the assets for our retail store operating at 2206 NE 20thStreet, Boca Raton, Florida. Such assets included our lease rights, furniture, fixtures, equipment, display cases and computer desks. We will continue to offer our customers paging and other wireless messaging services for one-way and two way paging service and equipment to customers directly as a reseller. We offer our customers both new and refurbished equipment.



We expect limited revenues until we raise additional funds and therefore we will continue to operate on a reduced budget until such time. We currently generate revenues from the sales of our wireless products and services. We were unable to raise additional funds by fiscal year end 2005, nor as of June 30, 2006 and therefore we may not be able to expand the marketing and distribution of our products and services as we currently intend. Joseph Hess, our sole officer, director and principal shareholder, has agreed that he will continue to cover the costs for our operations until additional funds become available. Although Mr. Hess has assured us that he will cover the costs of operations, we have no legal recourse if he fails to do so. Although we have no commitments for capital, other than verbal assurances from Mr. Hess, we may raise additional funds through:




-
        Public offerings of equity, securities convertible into equity or debt,-
        private offerings of securities or debt, or-
        other sources.

Our investors should assume that any additional funding will cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.



On April 3, 2006 we entered into a letter of intent to acquire one hundred percent (100%) of the of the issued and outstanding stock
of H2 Diesel, Inc. for the issuance of shares of our common stock to the H2 Diesel, Inc. shareholders. Consummation of the
transaction was subject to the satisfaction of certain conditions including the execution of definitive agreements and the completion
of due diligence.  As of the date of this report, no definitive agreement has been reached nor can any assurance can be given that
this acquisition will be consummated and the letter of intent and amendments thereto expired on August 4, 2006.



H2Diesel owns the exclusive North American, Central American and Caribbean rights to commercialize a proprietary biodiesel conversion technology that simplifies the production of biodiesel from vegetable oils including waste oils. H2Diesels business model calls for rapid roll out of biodiesel production facilities through sublicensing of its technology to qualified licensees.



Capital Resources and Liquidity.



As of June 30, 2006, we had $24,532 in cash. Our general and administrative expenses are expected to average $4,000 per month for the next 12 months. The net cash used by operating activities for the six months ended June 30, 2006 and 2005 was $1,356 and $40,809, respectively. The net cash provided (used) by investing activities for the six months ended June 30, 2006 and 2005 was $0 and $11,177, respectively. The net cash provided by financing activities for the six months ended June 30, 2006 and 2005 was $24,000 and $39,000, respectively.







We do not believe that we will have sufficient cash to meet our minimum expenses for the next 12 months. We will need to raise additional capital to continue our operations during the next 12 months, and there is no assurance we will be successful in raising the needed capital. In addition, we will not be able to expand on our business unless we are successful in raising additional capital. Currently, we do not have any material commitments for capital expenditures. We will need additional capital to expand or operate our business which could be difficult to obtain. Failure to obtain additional capital may preclude us from taking advantage of future opportunities, growing the business or responding to competitive pressures. Other than the commitment by Mr. Hess to provide necessary funding to us, we do not have any external sources of liquidity. The amount of capital required will depend on a number of
factors, including:




O
        Subscriber growth;O
        The type of wireless messaging devices and services required by customers;O
        Marketing and sales expenses andO
        Competitive conditions.

The funds to finance future capital needs are expected to be generated from operations. No assurance can be given that we will be able to generate sufficient cash flow to finance future capital needs. If cash flow from operations is not sufficient, no assurance can be given that additional equity or debt financing will be available when needed on acceptable terms, if at all.



Results of Operations



For the Six Month Ended June 30, 2006 and 2005



For the six months ended June 30, 2006 revenues decreased to $1,425 as compared to $57,715 for the six month period ended June 30, 2006, a decrease of $56,290. These revenues were generated from sales of paging services and equipment. We believe that the reason for the decrease in revenue from 2005 to 2006 was due the sale of assets pursuant to which we sold the assets for our retail store operating at 2206 NE 20th Street, Boca Raton, Florida. Such assets included our lease rights, furniture, fixtures, equipment, display cases and computer desks.



Selling, general and administrative expenses decreased from $65,852 for the six-month period ended June 30, 2005 to $30,048 for the six month period ended June 30, 2006, a decrease of $35,534. The decrease in operating expenses was due to the sale of retail store and the resulting decrease in operations, marketing and advertising expenditures. Gross profit decreased from $26,490 for six month period ended June 30, 2005 to $1,425 for the six month period ended June 30, 2006 a decrease of $25,065 due to our decrease in revenues.



Critical Accounting Policies



Wireless Holdings financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.



Our significant accounting policies are summarized in Note B of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Wireless Holdings views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Wireless Holdings consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.





Item 3.
        Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2006. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commissions rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION




Item 1.
        Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.




Item 2.
        Changes in Securities.

None




Item 3.
        Defaults Upon Senior Securities.

None




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

No matter was submitted during the quarter ending June 30, 2006, covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.




Item 5.
        Other Information.

None





Item 6.
        Exhibits and Reports of Form 8-K.


(a)
        Exhibits


31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 200232.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002(b)
        Reports of Form 8-KNone

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.




WIRELESS HOLDINGS, INC.RegistrantDate: August 14, 2006
        By: Joseph HessJoseph HessPresident, Chief Executive Officerand Chief Financial Officer