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 March 31, 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 May 15, 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 three months ended March 31, 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



March 31, 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



-1-





WIRELESS HOLDINGS, INC. AND SUBSIDIARYCONDENSED CONSOLIDATED BALANCE SHEETSMarch 31,2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
        
        $
        1,053Accounts receivable, net
        
        
        1,819Prepaid expenses and other current assets
        
        
        200Total current assets
        
        
        3,072Total assets
        
        $
        3,072LIABILITIES AND SHAREHOLDERS DEFICIENCYCURRENT LIABILITIES:Accounts payable and accrued expenses
        
        $
        15,265Loans payable to related party
        
        
        202,445Total current liabilities
        
        
        217,710SHAREHOLDERS DEFICIENCY:Preferred stock- $.001 par value; 10,000,000 shares authorized, no shares
        
        -issued and outstandingCommon stock - $.001 par value; 100,000,000 shares authorized;30,176,250 shares issued and outstanding
        
        
        30,176Additional paid-in capital
        
        
        18,298Accumulated deficit
        
        
        (263,112)Total shareholders deficiency
        
        
        (214,638)Total liabilities and shareholders deficiency
        
        $
        3,072



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



-2-







WIRELESS HOLDINGS, INC. AND SUBSIDIARYCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSThree Months Ended March 31,2006
        
        2005(Unaudited)
        
        (Unaudited)Revenues, net
        $
        620
        $
        41,480Cost of Sales
        
        -
        
        22,796GROSS PROFIT
        
        620
        
        18,684Selling, general and administrative expenses
        
        14,645
        
        42,366NET LOSS FROM OPERATIONS
        
        (14,025)
        
        (23,682)NET INCOME (LOSS)
        $
        (14,025)
        $
        (23,682)Net loss per share - basic and diluted
        $
        (0.00)
        $
        (0.00)Weighted average number of sharesoutstanding - basic and diluted
        
        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 Three months ended March 31,2006
        
        2005(Unaudited)
        
        (Unaudited)Cash Flows From Operating Activities:Net income (loss)
        $
        (14,025)
        $
        (23,682)Adjustments to reconcile net loss to netcash used by operating activities:Allowance for doubtful accounts
        
        -
        
        827Depreciation and amortization
        
        -
        
        1,712Changes in assets and liabilities:Accounts receivable
        
        (78)
        
        2,048Inventory
        
        -
        
        3,417Accounts payable and accrued expenses
        
        2,768
        
        (2,699)Net cash used in operating activities
        
        (11,335)
        
        (18,377)Cash Flows From Investing Activities:Net cash provided by (used in) investing activities
        
        -
        
        -Cash Flows From Financing Activities:Proceeds from related party loans
        
        10,500
        
        20,000Net cash provided (used) by financing activities
        
        10,500
        
        20,000Net increase (decrease) in cash and cash equivalents
        
        (835)
        
        1,623Cash and cash equivalents, beginning of period
        
        1,888
        
        13,044Cash and cash equivalents, end of period
        $
        1,053
        $
        14,667

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



-4-









WIRELESS HOLDINGS, INC. AND SUBSIDIARY



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



March 31, 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, in substance, and is identical to a reverse acquisition except that no goodwill or other intangible asset was recorded for accounting purposes 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 March 31, 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.





- 5 -



WIRELESS HOLDINGS, INC. AND SUBSIDIARY



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



March 31, 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 three month period ended March 31, 2006 an officer and director of the Company loaned amounts totaling $10,500 to the Company. Loans payable to this related party are $202,445 as of March 31, 2006. Loans are non-interest bearing and due upon demand.







- 6 -










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 March 31, 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 is 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, we are still conducting our due
diligence, and no definitive agreement has been reached nor can any assurance
can be given that this acquisition will be consummated.



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 March 31, 2006, we had $1,053 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 three months ended March 31, 2006
and 2005 was $11,335 and $18,377, respectively. The net cash provided (used) by
investing activities for the three months ended March 31, 2006 and 2005 was $0
and $0, respectively. The net cash provided by financing activities for the
three months ended March 31, 2006 and 2005 was $10,500 and $20,000,
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 Three Months Ended March 31, 2006 and 2005



For the three months ended March 31, 2006 and 2005 revenues decreased to $620 for the three month period ended March 31, 2006 from
$41,480 for the three month period ended March 31, 2005, a decrease of $40,860. 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 $42,366 for the three-month period ended March 31, 2005 to $14,645 for
the three month period ended March 31, 2006, a decrease of $27,721. 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 $18,684 for the
three-month period ended March 31, 2005 to $620 for the three-month period ended March 31, 2006 a decrease of $18,064 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 March 31, 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 March 31, 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: May 15, 2006
        By: Joseph HessJoseph HessPresident, Chief Executive Officerand Chief Financial Officer