UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


FORM
      10-Q







xQUARTERLY
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
      PERIOD ENDED MARCH 31, 2008.








oTRANSITION
      REPORT UNDER SECTION 13 OR
      15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934.





FOR
      THE
      TRANSITION PERIOD FROM ____________ TO _____________





Commission
      File Number 0-21931





WI-TRON,
      INC.


(Exact
      name of registrant as specified in its charter)





DELAWARE
            
            22-3440510(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)





59
      LaGrange Street


Raritan,
      New Jersey 08869


(Address
      of principal executive offices)





(908)
      253-6870


(Issuer's
      telephone number)





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding
      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




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o
              
              Accelerated filer oNon-accelerated filer o
              
              (Do not check if a smaller reporting
                company)
              
              Smaller reporting company x


Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes oNo
x





The
      number of shares outstanding of the Issuer's Common Stock, $.0001 Par Value,
      as
      of May 19, 2008 was 93,630,000.










WI-TRON,
      INC.


FORM
      10-QSB


THREE
      MONTHS ENDED MARCH 31, 2008





TABLE
      OF
      CONTENTS





PART
                I - FINANCIAL INFORMATIONItem
                1
            Financial
                Statements (Unaudited):Balance
                Sheets
            1-2Statements
                of Operations
            3Statements
                of Cash Flows
            4Statement
                of Changes in Stockholders' Deficiency
            5Notes
                to Financial Statements
            6-10Item
                2
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            11-14Item
                4.
            Controls
                and Procedures
            15PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            15Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            15Item 3.
            Defaults
                Upon Senior Securities
            15Item 4.
            Submission
                of Matters to a Vote of Security Holders
            15Item 5.
            Other
                Information
            15Item 6.
            Exhibits
            15Signatures
            16





The
      following unaudited condensed financial statements have been prepared pursuant
      to the rules and regulations of the Securities and Exchange Commission. Certain
      information and note disclosures normally included in annual financial
      statements prepared in accordance with generally accepted accounting principles
      have been condensed or omitted pursuant to those rules and regulations, although
      the company believes that the disclosures made are adequate to make the
      information not misleading.





It
      is
      suggested that these condensed financial statements be read in conjunction
      with
      the financial statements and the notes thereto included in the company’s latest
      shareholders’ annual report (Form 10-KSB).








**PART
      I - FINANCIAL INFORMATION**





Item
      1.
      Financial Statements





**WI-TRON,
      INC.**


**BALANCE
      SHEETS**





**ASSETS**
            
            March
                31
              2008
            
            December
                31
              2007(Unaudited)**CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            -
            
            $
            13,917Accounts
                receivable, net of allowance for doubtful accounts of $5,872 and
                $702 in
                2008 and 2007, respectively
            
            
            17,296
            
            
            7,834Inventories
            
            
            32,280
            
            
            42,500Total
                current assets
            
            
            49,576
            
            
            64,251**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
            
            
            (631,047
            )
            
            (629,965
            )8,120
            
            
            9,202**SECURITY
                DEPOSITS AND OTHER NON-CURRENT ASSETS**
            
            
            5,500
            
            
            5,500Total
                Assets
            
            $
            63,196
            
            $
            78,953




Note:
      The
      balance sheet at December 31, 2007 has been derived from the audited financial
      statements at that date but does not include all of the information and
      footnotes required by accounting principles generally accepted in the United
      States for complete financial statements.


The
      accompanying notes are an integral part of these financial
      statements


-1-


**WI-TRON,
      INC.**


**BALANCE
      SHEETS**





**LIABILITIES
                AND STOCKHOLDERS' DEFICIENCY**
            
            March
                31
              2008
            
            December
                31
              2007(Unaudited)**CURRENT
                LIABILITIES**Overdraft
            
            $
            44,692
            
            $
            -Secured
                note payable in connection with Phoenix investor rescinded agreement
                -
                payment in default
            
            
            10,000
            
            
            10,000Notes
                payable issued in connection with private placement of common stock,
                including accrued interest of $11,515 (2008) and $7,015 (2007) -
                payment
                in default
            
            
            347,516
            
            
            343,016Accounts
                payable
            
            
            240,665
            
            
            255,281Accrued
                expenses and other current liabilities (includingdelinquent
                federal and state payroll taxes, penalties andinterest
                aggregating $282,477 at March 31,2008
                and $50,913 at December 31, 2007
            
            
            313,811
            
            
            300,097Accrued
                settlement of litigation
            
            
            95,000
            
            
            95,000Loans
                payable to Tek, Ltd.
            
            
            938,629
            
            
            908,662Loans
                payable - officers
            
            
            156,673
            
            
            159,511Total
                current liabilities representing total liabilities
            
            
            2,146,986
            
            
            2,071,567**STOCKHOLDERS'
                (DEFICIENCY)**Convertible
                Preferred stock, Series C authorized 5,000,000 shares of $.0001 par
                value;
                no shares issued or outstanding at March 31, 2008 and December 31,
                2007,
                respectively, with a liquidation preference of $2 per
                share
            
            
            -
            
            
            -Common
                stock - authorized, 100,000,000 shares of $.0001 par value;shares
                67,778,293 and 50,028,293 shares issued and outstandingat
                March 31, 2008 and December 31, 2007, respectively
            
            
            6,778
            
            
            5,003Additional
                paid-in capital
            
            
            26,310,968
            
            
            26,007,755Accumulated
                deficit
            
            
            (28,401,536
            )
            
            (28,005,372
            )Total
                Stockholders' Deficiency
            
            
            (2,083,790
            )
            
            (1,992,614
            )Total
                Liabilities and Stockholders' Deficiency
            
            $
            63,196
            
            $
            78,953




Note:
      The
      balance sheet at December 31, 2007 has been derived from the audited financial
      statements at that date but does not include all of the information and
      footnotes required by accounting principles generally accepted in the United
      States of America for complete financial statements.


The
      accompanying notes are an integral part of these financial
      statements


-2-


**WI-TRON,
      INC.**


**STATEMENTS
      OF OPERATIONS (Unaudited)**




Three
                Months Ended
              March
                312008
            
            2007Net
                sales
            
            $
            31,183
            
            $
            14,026Cost
                of goods sold
            
            
            75,295
            
            
            43,836Gross
                (loss)
            
            
            (44,112
            )
            
            (29,810
            )Operating
                expensesSelling,
                general and administrative
            
            
            206,250
            
            
            149,867Research,
                engineering and development
            
            
            133,734
            
            
            173,340Operating
                loss
            
            
            (384,096
            )
            
            (353,017
            )Nonoperating
                income (expenses)Other
                income
            
            
            138
            
            
            -Interest
                expense
            
            
            (4,500
            )
            
            (4,500
            )Federal
                tax penalties and interest
            
            
            (7,186
            )
            
            (10,637
            )Loss
                before income taxes.
            
            
            (395,644
            )
            
            (368,154
            )Provision
                for income taxes
            
            
            520
            
            
            520NET
                LOSS
            
            $
            (396,164
            )
            $
            (368,674
            )Net
                loss per share - basic and diluted
            
            $
            (0.01
            )
            $
            (0.01
            )Weighted
                average number of shares outstanding
            
            
            58,903,293
            
            
            48,427,182


The
      accompanying notes are an integral part of these financial
      statements


-3-


**WI-TRON,
      INC.**


**STATEMENTS
      OF CASH FLOWS**




Three
                Months Ended
              March
                312008
            
            2007**Operating
                activities:**Net
                Loss
            
            $
            (396,164
            )
            $
            (368,674
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesDepreciation
                and amortization
            
            
            1,082
            
            
            1,083Amortization
                of share based compensation
            
            
            2,488
            
            
            2,488(Decrease)
                increase in allowance for doubtful accounts
            
            
            
            
            
            (10,000
            )Interest
                accrued on notes payable issued in connection with private placement
                of
                common stock
            
            
            4,500
            
            
            4,500Common
                shares issued to public relations firm
            
            
            87,500
            
            
            -Changes
                in assets and liabilitiesAccounts
                receivable
            
            
            (9,462
            )
            
            28,045Inventories
            
            
            10,220
            
            
            (3,005
            )Accounts
                payable and accrued expenses
            
            
            (902
            )
            
            155,254Total
                adjustments
            
            
            95,426
            
            
            178,365Net
                cash (used) for operating activities
            
            
            (300,738
            )
            
            (190,309
            )**Financing
                activities:**Overdraft
            
            
            44,692
            
            
            21,804Advances
                from Tek, Ltd.
            
            
            29,967
            
            
            168,505Officer
                loans
            
            
            (2,838
            )
            
            -Proceeds
                from private placements of common stock
            
            
            215,000
            
            
            -Net
                cash provided by financing activities
            
            
            286,821
            
            
            190,309**DECREASE
                IN CASH**
            
            
            (13,917
            )Cash
                at beginning of period
            
            
            13,917
            
            
            -**Cash
                at end of period**
            
            $
            -
            
            $Supplemental
                disclosures of cash flow information:Cash
                paid for: Interest
            
            $
            -
            
            $
            -Income taxes
            
            $
            520
            
            $
            520


The
      accompanying notes are an integral part of these financial
      statements


-4-


**WI-TRON,
      INC.**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS' DEFICIENCY**


**Three
      Months Ended March 31, 2008**





Common
                Stock
            
            Additional
              Paid-In
            
            AccumulatedShares
            
            Par
                Value
            
            Capital
            
            Deficit
            
            TotalBALANCE
                AT DECEMBER 31, 2007
            
            
            50,028,293
            
            $
            5,003
            
            $
            26,007,755
            
            $
            (28,005,372
            )
            $
            (1,992,614
            )Net
                loss for the quarter ended March 31, 2008
            
            
            
            
            
            
            
            
            
            
            
            (396,164
            )
            
            (396,164
            )Private
                placement of common stock
            
            
            15,250,000
            
            
            1,525
            
            
            213,475
            
            
            
            
            
            215,000Amortization
                of share based compensation
            
            
            
            
            
            
            
            
            2,488
            
            
            
            
            
            2,488Shares
                issued to investor relations firm
            
            
            2,500,000
            
            
            250
            
            
            87,250
            
            
            
            
            
            87,500BALANCE
                AT MARCH 31, 2008
            
            
            67,778,293
            
            $
            6,778
            
            $
            26,310,968
            
            $
            (28,401,536
            )
            $
            (2,083,790
            )





The
      accompanying notes are an integral part of these financial
      statements


-5-


**WI-TRON,
        INC.**
 **NOTES
        TO FINANCIAL STATEMENTS (Unaudited)**
 **MARCH
        31, 2008**


NOTE
      A -
      ADJUSTMENTS AND RECENT DEVELOPMENTS





In
      the
      opinion of management, all adjustments, consisting only of normal recurring
      adjustments necessary for a fair statement of (a) results of operations for
      the
      three month periods ended March 31, 2008 and 2007 (b) the financial position
      at
      March 31, 2008 (c) the statements of cash flows for the three month period
      ended
      March 31, 2008 and 2007 , and (d) the changes in stockholders' deficiency for
      the three month period ended March 31, 2008 have been made. The results of
      operations for the three months ended March 31, 2008 are not necessarily
      indicative of the results to be expected for the full year.




On
      May
      16, 2008, the Company entered into a Merger Agreement and Plan of Reorganization
      (the “Merger
      Agreement”)
      with Cellvine Ltd., an Israeli corporation (“Cellvine”),
      and Wi-Tron
      Acquisition Ltd, a newly formed Israeli corporation and wholly owned by the
      Company (“Merger
      Sub”). Pursuant
      to the
      Merger Agreement, Cellvine will merge with and into Merger Sub, with Cellvine
      being the surviving corporation and becoming a wholly-owned subsidiary of the
      Company, and the ratio between the shareholding of the current security holders
      of Cellvine (including holders of shares, warrants and options) and the current
      security holders of the Company, (including holders of shares, warrants and
      options) will be 85 to 15 on a fully diluted basis immediately after the Merger
      (the “Merger”).
      The Merger
      Agreement provides that the Company will also assume all outstanding Cellvine
      options and warrants to purchase Cellvine ordinary shares. (see Note K --
      Subsequent Events).Among
      other things, the agreement provides for the conversion of the Tek, Ltd. debt
      ($938,629 at March 31, 2008)and
      Devendar Bains debt ($150,000 at March 31, 2008)into
      common stock at $.05 per share.





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 -
      UNAUDITED INTERIM FINANCIAL INFORMATION





The
      accompanying unaudited financial statements have been prepared in accordance
      with generally accepted accounting principles for interim financial information.
      Accordingly, they do not include all the information and footnotes required
      by
      generally accepted accounting principles for financial statements. For further
      information, refer to the audited financial statements and notes thereto for
      the
      year ended December 31, 2007 included in the Company's Form 10-KSB filed with
      the Securities and Exchange Commission on April 14, 2008.





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. As
      further discussed in Note F, the Company incurred losses of $396,164 for the
      three months ended March 31, 2008, has no cash and its working capital declined
      by $90,094 to a deficiency of $2,097,410 since the beginning of the fiscal
      year.
      Current liabilities exceed cash and receivables by $2,129,690 indicating that
      the Company will have substantial difficulty meetings its financial obligations
      for the balance of this fiscal year. These factors raise substantial doubt
      as to
      the Company's ability to continue as a going concern. Recently, operations
      have
      been funded by loans from the Chief Executive Officer and private placements
      of
      common stock.


-6-





**WI-TRON,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS (Unaudited)**


**MARCH
      31, 2008**





NOTE
      C -
      STOCKHOLDERS' EQUITY





1.
            Warrants
                and Options





At
      March
      31, 2008, the following 1,370,000 warrants, remained outstanding:





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


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


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




At
      March
      31, 2008, the Company had employee stock options outstanding to acquire
      2,800,000 shares of common stock at exercise prices of $0.15 to $.20 per
      share.





2.
            Private
                Placements of Common Stock and
                Debt





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





In
      August
      2005, the Company completed a private placement of common stock and notes
      payable. These notes with a total balance of $347,516 including accrued interest
      of $11,515 remain unpaid at March 31, 2008. No actions have been taken by the
      note holders to collect the balance up to and since March 31, 2008 through
      the
      date of this filing.





NOTE
      D -
      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.





NOTE
      E -
      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.


-7-





**WI-TRON,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS (Unaudited)**


**MARCH
      31, 2008**





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.





NOTE
      F -
      LIQUIDITY





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 $396,164 and $368,674 for the three months ended
      March 31, 2008 and 2007, respectively.





With
        no
        remaining cash, we could have difficulty meeting our working capital obligations
        over the next 12 months. While we may continue to have working capital concerns
        after the consummation of the merger with Cellvine, we believe that the merger
        will substantially reduce those concerns. Should we be unable to consummate
        the
        merger with Cellvine, and/or substantially improve our revenues, there may
        be
        serious adverse consequences and, accordingly, there remains substantial
        doubt
        in our ability to remain in business over the next 12 months. There can be
        no
        assurance that the merger with Cellvine will close on or before the scheduled
        date or at all. There can further be no assurance that any financing from
        other
        sources 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 consummate
        the
        Cellvine merger or obtain financing from other sources could have a material
        adverse effect on the Company's business, financial condition and results
        of
        operations.


-8-


**WI-TRON,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS (Unaudited)**


**MARCH
      31, 2008**




NOTE
      G -
      OFFICER LOANS




As
      of
      March 31, 2008, the Company owes $150,000 to the Chief Technology Officer
      (formerly the Chief Executive Officer) for loans and unpaid salaries. The
      Company also owes an other officer $6,673. These balance are non-interest
      bearing, unsecured, and have no fixed maturity dates.




On
        May
        14, 2008, this officer agreed to convert the debt into 3,000,000 shares of
        the
        Company's restricted common stock.




NOTE
      H -
      SEGMENT INFORMATION


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





NOTE
      I -
      RELATED PARTY TRANSACTIONS


As
      of
      March 31, 2008, the aggregate balance due to Tek, Ltd. (a company wholly owned
      by John C. Lee, the Company's Chairman and Chief Executive Officer) was
      $938,629. Due to the Company's lack of available funds requiring C.O.D. terms
      from most vendors, Tek purchases parts and leases equipment on behalf of and
      for
      the benefit of the Company and re-sells the materials or services to the Company
      at cost. During the quarter ended March 31, 2008, Tek advanced funds to or
      on
      behalf of the Company of $29,967. Subsequent to March 31, 2008 through May
      19,
      2008, Tek advanced funds to the Company $3,435, allowed deferral of rent
      payments of $13,500 and sold the Company goods and services at cost totaling
      $16,935.





NOTE
      J -
      COMMITMENTS AND OTHER COMMENTS





1.
            Premises
                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
      commences 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 $13,500 for the remaining term of the
      lease.


Rent
      expense, including the Company's share of real estate taxes, utilities and
      other
      occupancy costs, was


$20,250
      and $18,000 for the three months ended March 31, 2008 and 2007,
      respectively.





2.
            Phoenix
                Opportunity Fund II, L.P.


On
      January 28, 2004, the Company entered into a Subscription Agreement (the
      "Agreement") with Phoenix Opportunity Fund II, L.P. ("Phoenix"), which was
      later
      rescinded. The Company agreed to pay Phoenix in settlement, which included
      a
      $40,000 secured promissory note due March 31, 2005, and bearing interest at
      the
      rate of eight percent per annum secured by substantially all the assets of
      the


-9-





**WI-TRON,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS (Unaudited)**


**MARCH
      31, 2008**





Company.
      The Company did not make all of the required payments due under the Phoenix
      rescission agreement, and the Company remains currently delinquent. The balance
      due on the note at March 31, 2008 was $10,000. As yet, no action has been taken
      by Phoenix concerning this default.




NOTE
        K --
        SUBSEQUENT EVENT
  On
          May
          16, 2008, the Company entered into a definitive Merger Agreement and Plan
          of
          Reorganization (the “Merger
          Agreement”)
          with Cellvine Ltd., an Israeli corporation (“Cellvine”),
          and Wi-Tron
          Acquisition Ltd, a newly formed Israeli corporation and wholly owned by
          the
          Company (“Merger
          Sub”).
          Pursuant to the
          Merger Agreement, Cellvine will merge with and into Merger Sub, with Cellvine
          being the surviving corporation and becoming a wholly-owned subsidiary
          of the
          Company, and the ratio between the shareholding of the current security
          holders
          of Cellvine (including holders of shares, warrants and options) and the
          current
          security holders of the Company, (including holders of shares, warrants
          and
          options) will be 85 to 15 on a fully diluted basis immediately after the
          Merger
          (the “Merger”).
          The Merger
          Agreement provides that the Company will also assume all outstanding Cellvine
          options and warrants to purchase Cellvine ordinary shares.
 
 There
          is
          currently no public market for Cellvine ordinary shares. The Company's
          common
          stock is traded on the OTC Bulletin Board under the symbol “WTRO.”
          Following the
          Merger, it is anticipated that the combined companies' common stock will
          continue to trade on the OTC Bulletin Board.
 
 Upon
          effectiveness of the Merger ans subject to shareholder approval, the Company
          will amend its certificate of incorporation to change its name to “Cellvine
          Inc.” All
          of the
          current directors of the Company will resign, and the Cellvine shareholders
          shall determine all of the directors of the Company effective as of the
          consummation of the Merger.
 
 Immediately
          prior to the closing of the Merger Agreement, it is anticipated that the
          Company
          will conduct and close on a private placement to raise approximately $3
          million
          through the sale of units, with each unit consisting of one share of common
          stock and a warrant to purchase 0.62 share of common stock. The units will
          only
          be offered to accredited investors.
 
 Immediately
          after the closing under the Merger Agreement, the Company will affect a
          reverse
          split, whereby each 120 issued and outstanding shares of its common stock
          shall
          automatically be converted into and become one share of common stock.
 
 The
          closing of the Merger is subject to the satisfaction of a number of conditions
          such as, without limitation, shareholder approvals from both the Company
          and
          Cellvine for the Merger, the receipt of regulatory approvals inIsrael,
          the
          completion of the private placement described above, a total pre-closing
          Company
          debt amount of not more than $300,000. The Company expects the Merger to
          close
          prior to August 31, 2008. If the Merger has not been completed by August
          31,
          2008, either Wi-Tron or Cellvine may terminate the Merger
          Agreement.
  In
          connection with the execution of the Merger Agreement, John Chase Lee and
          Devendar Bains agreed to convert an aggregate of approximately $1,100,000
          of the
          Company’s debt owed to Mr. Lee and Mr. D. Bains at a rate of $0.05 per share.
          Certain of the shares issuable to Mr. Lee pursuant to this debt conversion
          will
          not be issued until after shareholders of the Company amend the Company’s
          certificate of incorporation to increase the total amount of authorized
          common
          stock.
 -10-


**WI-TRON,
      INC.**


**MARCH
      31, 2008**





**PART
      I - FINANCIAL INFORMATION**





**Item
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF**




**Financial
      Condition and Results of Operations**





**Results
      of Operations - The Three Months Ended March 31, 2008 Compared to Three Months
      Ended March 31, 2007.**





Revenues
      for the three months ended March 31, 2008 increased by $17,157 from $14,026
      to
      $31,183, or 122% compared to the three months ended March 31, 2007.





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





Cost
      of
      sales was $75,295 or 241% of sales compared to $43,836 or 313% of sales during
      the same period for 2007. The decline in gross margin was principally due to
      insufficient sales volume. The Company is continuing to assess ways to achieve
      cost reduction for its products and sales volume increases to improve gross
      margins in 2007.





Selling,
      general and administrative expenses increased in 2008 by $56,383 to $206,250
      from $149,867, in 2007. Expressed as a percentage of sales, the selling, general
      and administrative (SG&A) expenses were 661% in 2008 and 1,068% in 2007.
      Most of the SG&A expenses are relatively fixed and management has cut costs
      about as low as operations can sustain.




Research,
      engineering and development expenses were 429% of net sales for the three months
      ended March 31, 2008 compared to 1,236% in 2007. In 2008 and 2007, the principal
      activity of the business related to the design and production of product for
      OEM
      manufacturers, particularly for the W-CDMA amplifier and 3.5 GHz single channel
      products and refinements to the High Speed Internet products. The research,
      engineering and development expenses consist principally of salary cost for
      engineers and the expenses of equipment rentals 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.





We
      had no
      interest income in 2008 and 2007 because our excess cash balances which we
      have
      historically temporarily invested in interest bearing accounts have been fully
      depleted.





As
      a
      result of the foregoing, the Company incurred net losses of $396,164 or $0.01
      per share for the year ended March 31, 2008 compared with net losses of $368,674
      or $0.01 per share for the same period in 2007.





**Liquidity
      and Capital Resources**





Liquidity
      refers to our ability to generate adequate amounts of cash to meet our needs.
      We
      have been


-11-





**WI-TRON,
      INC.**


**MARCH
      31, 2008**





generating
      the cash necessary to fund our operations from private placements. We have
      incurred a loss in each year since inception. It is possible that we will incur
      further losses, that the losses may fluctuate, and that such fluctuations may
      be
      substantial. As of March 31, 2008, we had an accumulated deficit of $28,401,536.
      Potential immediate sources of liquidity continued to be loans from our Chief
      Executive Officer and private placements of common stock.




As
        of
        March 31, 2008, our current liabilities exceeded our cash and receivables
        by
        $2,129,690 and our current ratio was 0.02 to 1.00. While this indicates that
        we
        will have difficulty meeting our obligations as they come due, we are hopeful
        that the merger with Cellvine will help to mitigate this concern, although
        we
        may still have need for additional liquidity after its consummation. We are
        carrying $32,280 in inventory, of which $21,577 represents component parts.
        Because of the lead times in our manufacturing process, we will likely need
        to
        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
      March 31, 2008, we had a bank overdraft of $44,692 compared to cash in banks
      of
      $13,917 at December 31, 2007. Accordingly, our cash position declined by $58,609
      during 2008. Our cash used for operating activities was $300,738. We received
      proceeds from private placements of equity securities of $215,000 during the
      quarter ended March 31, 2008. Tek, Ltd., a company wholly owned by John C.
      Lee,
      loaned the Company $29,967 during the quarter ended March 31, 2008.





The
      allowance for doubtful accounts on trade receivables was $5,872 at March 31,
      2008. Because of our relatively 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.





Our
      inventories decreased by $10,220 to $32,280 in 2008 compared to $42,500 at
      December 31 2007, a decrease of 24%.





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





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







-12-


**WI-TRON,
      INC.**


**MARCH
      31, 2008**


With
        no
        remaining cash, we could have difficulty meeting our working capital obligations
        over the next 12 months. While we may continue to have working capital concerns
        after the consummation of the merger with Cellvine, we believe that the merger
        will substantially reduce those concerns. Should we be unable to consummate
        the
        merger with Cellvine, and/or substantially improve our revenues, there may
        be
        serious adverse consequences and, accordingly, there remains substantial
        doubt
        in our ability to remain in business over the next 12 months. There can be
        no
        assurance that the merger with Cellvine will close on or before the scheduled
        date or at all. There can further be no assurance that any financing from
        other
        sources 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 consummate
        the
        Cellvine merger or obtain financing from other sources 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.





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.


-13-





**WI-TRON,
      INC.**


**MARCH
      31, 2008**





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


The
      proforma disclosures previously permitted are no longer an alternative to
      financial statement recognition. Accordingly, the Company has adopted FASB
      Statement No. 123R and has recognized $2,488 of stock-based compensation for
      the
      three months ended March 31, 2008.





6.
      LOSS
      PER SHARE


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





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





7.
      SEGMENT INFORMATION


We
      discontinued our internet business to concentrate on our core competence, which
      is in the amplifier business. Accordingly, we currently operate in one
      segment.





-14-





**WI-TRON,
      INC.**


**MARCH
      31, 2008**





**Item
      3. CONTROLS AND PROCEDURES**





As
      required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the"
      Exchange Act"), the Company's management, with the participation of the
      Company's Chief Executive Officer ("CEO") and Principal Financial Officer,
      evaluated the effectiveness of the Company's disclosure controls and procedures
      as of the end of the period covered by this report in reaching a reasonable
      level of assurance that the information required to be disclosed by the Company
      in the reports that it files with the Securities and Exchange Commission (“SEC”)
      is recorded, processed, summarized and reported within the time period specified
      in the SEC's rules and forms. Based upon that evaluation, the CEO and Principal
      Financial Officer concluded that the Company's disclosure controls and
      procedures continued to be ineffective as of the end of the period covered
      by
      this report.





As
      required by Exchange Act Rule 13a-15(d), the Company's management, including
      the
      Chief Executive Officer and Principal Financial Officer, conducted an evaluation
      of the Company's internal control over financial reporting to determine whether
      any changes occurred during the fiscal quarter ended March 31, 2007 that have
      materially affected, or are reasonably likely to materially affect, the
      Company's internal control over financial reporting. Based on that evaluation,
      other than the changes reported in the Company's Annual Report on Form 10-KSB
      for the year ended December 31, 2007, which remained in effect during the
      quarter ended March 31, 2008, there were no other changes during such
      quarter.





**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





See
      Note
      E to the Company's financial statements set forth in Part I.





**ITEM
      2. UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





During
      the first quarter ended March 31, 2008, the Company issued securities as
      follows.





In
      February 2008, the Company issued 15,250,000 shares or restricted common stock
      to various accredited investors for aggregate gross proceeds of
      $215,000.




**ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
  None
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
  None
 
 **ITEM
        5. OTHER INFORMATION**
  None
 
 **ITEM
        6. EXHIBITS**
 
 31.1 Certification
        of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002
  31.2 Certification
        of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002
  32.1 Certification
        of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32. 2 Certification
        of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as
        adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


-15-


**SIGNATURES**




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




WI-TRON,
              INC.Dated:
                May 20, 2008
            By:
            /s/
                John C. LeeName:
            John
                C. LeeTitle:
            Chief Executive Officer and Director





Dated:
                May 20, 2008
            By:
            /s/
                Tarlochan S. BainsName:
            Tarlochan
                S. BainsTitle:
            Vice President and Principal Accounting Officer




-16-