UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


FORM
      10-QSB





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
                FOR THE QUARTERLY PERIOD ENDED June 30,
                2007.





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ANDEXCHANGE
                ACT OF 1934.





FOR
      THE
      TRANSITION PERIOD FROM ____________ TO _____________





Commission
      File Number 0-21931





WI-TRON,
      INC.


(Exact
      name of small business issuer 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) filed all reports required to be filed
      by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
      12
      months (or for such shorter period that the registrant was required to file
      such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days. Yes x No
o




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 August 13, 2007 was 50,028,293.





Transitional
      Small Business Format (check one); Yes oNo x








WI-TRON,
      INC.


FORM
      10-QSB


SIX
      MONTHS ENDED June 30, 2007





TABLE
      OF
      CONTENTS




PART
                  I -FINANCIAL
                  INFORMATIONItem
                  1Financial
                  Statements (Unaudited):Balance
                  Sheets
              
              
              1-2Statements
                  of Operations
              
              
              3Statements
                  of Cash Flows
              
              
              4Statement
                  of Changes in Stockholders' Deficiency
              
              
              5Notes
                  to Financial Statements
              
              
              6-10Item
                    2Management's
                    Discussion and Analysis of FinancialCondition
                    and Results of Operations
              
              
              11-16Item
                  3.Controls
                  and Procedures
              
              
              16-17PART
                  II -OTHER
                  INFORMATIONItem
                  1.Legal
                  Proceedings
              
              
              18Item
                  2.Change
                  in Securities
              
              
              18Signatures
              
              
              19Exhibit
                  31.1
              
              
              20Exhibit
                  31.2
              
              
              21Exhibit
                  32.1
              
              
              22Exhibit
                  32.2
              
              
              23




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**-
                Pledged
            
            **(Unaudited)**
              June
                30
              2007
            
            Reclassified
                for comparability to
              current
                period
              December
                31
              2006**CURRENT
                ASSETS**Cash
            
            $
            -
            
            $
            -Accounts
                receivable, net of allowance for doubtful accounts of
              $10,000
                and $702 in 2007 and 2006, respectively
            
            
            398
            
            
            25,077Inventories
            
            
            84,407
            
            
            94,587Total
                current assets
            
            
            84,805
            
            
            119,664**PROPERTY
                AND EQUIPMENT - AT COST**Machinery
                and equipment
            
            
            587,276
            
            
            587,276Furniture
                and fixtures
            
            
            43,750
            
            
            43,750Leasehold
                improvements
            
            
            8,141
            
            
            8,141639,167
            
            
            639,167Less
                accumulated depreciation and amortization
            
            
            (627,801
            )
            
            (625,635
            )11,366
            
            
            13,532SECURITY
                DEPOSITS AND OTHER NON-CURRENT ASSETS
            
            
            5,500
            
            
            5,500**TOTAL
                ASSETS**
            
            $
            101,671
            
            $
            138,696




Note:
                The balance sheet at December 31, 2006 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**
            
            **(Unaudited)**
              June
                30
              2007
            
            Reclassified
                for comparability to
              current
                period
              December
                31,
              2006**CURRENT
                LIABILITIES**Overdraft
            
            $
            37,419
            
            $
            36,140Secured
                note payable in connection with Phoenix investor
              rescinded
                agreement - payment in default
            
            $
            10,000
            
            $
            10,000Accounts
                payable
            
            
            199,863
            
            
            142,064Notes
                payable issued in connection with private placement of
              common
                stock, including accrued interest of $34,016
              (2007)
                and $25,016 (2006)
            
            
            334,016
            
            
            325,016Accrued
                expenses and other current liabilities
            
            
            176,436
            
            
            195,575Delinquent
                payroll taxes, penalties & interest
            
            
            154,381
            
            
            1,822Loans
                payable to Tek, Ltd.
            
            
            551,257
            
            
            114,136Loans
                payable - officers
            
            
            149,600
            
            
            150,100Total
                current liabilities, representing total liabilities
            
            
            1,612,972
            
            
            974,853**STOCKHOLDERS'
                DEFICIENCY**Convertible
                Preferred stock, Series C authorized 5,000,000
              shares
                of $.0001 par value; NIL and 131,000
              shares
                issued and outstanding at June 30, 2007 and
              December
                31, 2006, respectively, with a liquidation
              preference
                of $2
            
            
            -
            
            
            13Common
                stock - authorized, 100,000,000 shares of $.0001 par
              value;shares
                50,028,293 and 36,928,293 shares issued
              and
                outstandingat
                June 30, 2007 and December 31,
              2006,
                respectively -- Note C
            
            
            5,003
            
            
            3,694Additional
                paid-in capital
            
            
            26,002,776
            
            
            25,999,095Accumulated
                deficit
            
            
            (27,519,080
            )
            
            (26,838,959
            )(1,511,301
            )
            
            (836,157
            )$
            101,671
            
            $
            138,696




Note:
                The balance sheet at December 31, 2006 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




-2-





**WI-TRON,
      INC.**


**STATEMENTS
      OF OPERATIONS (Unaudited)**


**Six
      Months Ended June 30**








Three
                Months Ended
            
            Six
                Months EndedJune
                30
            
            June
                302007
            
            2006
            
            2007
            
            2006Net
                sales
            
            $
            42,200
            
            $
            77,375
            
            $
            56,224
            
            $
            117,529Cost
                of goods sold
            
            
            101,330
            
            
            157,383
            
            
            145,166
            
            
            222,906Gross
                profit (loss)
            
            
            (59,130
            )
            
            (80,008
            )
            
            (88,942
            )
            
            (105,377
            )Operating
                expensesSelling,
                general and administrative
            
            
            111,688
            
            
            223,859
            
            
            261,553
            
            
            414,301Research,
                engineering and development
            
            
            110,819
            
            
            87,531
            
            
            284,159
            
            
            176,342Total
                operating expenses
            
            
            222,507
            
            
            311,390
            
            
            545,712
            
            
            590,643Operating
                loss
            
            
            (281,637
            )
            
            (391,398
            )
            
            (634,654
            )
            
            (696,020
            )Nonoperating
                income (expenses)Interest
                income and other income
            
            
            -
            
            
            -
            
            
            -
            
            
            3,292Interest
                expense
            
            
            (4,500
            )
            
            (4,500
            )
            
            (9,000
            )
            
            (9,000
            )Tax
                penalties and interest
            
            
            (25,309
            )
            
            (13,325
            )
            
            (35,947
            )
            
            (26,152
            )Loss
                before income taxes.
            
            
            (311,446
            )
            
            (409,223
            )
            
            (679,601
            )
            
            (727,880
            )Provision
                for income taxes
            
            
            -
            
            
            125
            
            
            520
            
            
            625NET
                LOSS.
            
            $
            (311,446
            )
            $
            (409,348
            )
            $
            (680,121
            )
            $
            (728,505
            )Net
                loss per share - basic and diluted
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.03
            )Weighted
                average number of shares outstanding
            
            
            50,028,293
            
            
            31,929,946
            
            
            49,232,160
            
            
            28,519,857






The
      accompanying notes are an integral part of these
      financial statements




-3-





**WI-TRON,
      INC.**


**STATEMENTS
      OF CASH FLOWS (Unaudited)**


**Six
      Months Ended June 30**






Six
                Months EndedJune
                302007
            
            2006Cash
                flows from operating activities:Net
                Loss
            
            $
            (680,121
            )
            $
            (728,505
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesDepreciation
                and amortization
            
            
            2,166
            
            
            1,747Provision
                for doubtful accounts
            
            
            9,000
            
            
            (2,878
            )Amortization
                of share-based compensation
            
            
            4,978Salaries
                deferred, added to officer loans
            
            
            -
            
            
            3,942Interest
                accrued on notes payable - private placement
            
            
            9,000
            
            
            600Changes
                in assets and liabilitiesAccounts
                receivable
            
            
            15,680
            
            
            2,498Inventories
            
            
            10,180
            
            
            (42,532
            )Prepaid
                expenses and other assets
            
            
            -Customer
                advances
            
            
            -
            
            
            22,008Accounts
                payable and accrued expense
            
            
            38,658
            
            
            (18,125
            )Delinquent
                payroll taxes payable
            
            
            152,559
            
            
            64,364Total
                adjustments
            
            
            242,221
            
            
            (12,392
            )Net
                cash (used) for operating activities
            
            
            (437,900
            )
            
            (740,897
            )Cash
                flows from financing activities:Change
                in overdraft
            
            
            1,279
            
            
            -Loans
                from Tek, Ltd.
            
            
            437,121
            
            
            -Repayment
                of officers' loans
            
            
            (500
            )
            
            (5,700
            )Proceeds
                from convertible notes received directly in cash
              pursuant
                to Lee financing agreement
            
            
            -
            
            
            194,745Partial
                payment of Phoenix secured promissory note (Note H)
            
            
            -
            
            
            (10,000
            )Proceeds
                from private placement of common stock
            
            
            -
            
            
            270,000Net
                cash provided by financing activities
            
            
            437,900
            
            
            449,045NET
                INCREASE (DECREASE) IN CASH
            
            
            -
            
            
            (291,852
            )Cash
                at beginning of period
            
            
            -
            
            
            122,234Cash
                at end of period
            
            $
            NIL
            
            $
            (169,618
            )Supplemental
                disclosures of cash flow information:Cash
                paid for:Interest
            
            $
            NIL
            
            $
            NILIncome
                taxes
            
            $
            520
            
            $
            625






The
      accompanying notes are an integral part of these
      financial statements




-4-





**WI-TRON,
      INC.**


**STATEMENT
      OF STOCKHOLDERS' DEFICIENCY**


**Six
      Months Ended June 30, 2007**






Series
                C Convertible Preferred Stock
            
            Common
                Stock
            
            AdditionalShares
            
            Par
                Value
            
            Shares
            
            Par
                Value
            
            Paid-InCapital
            
            AccumulatedDeficit
            
            TotalBALANCE
                AT DECEMBER 31, 2006
            
            
            131,000
            
            $
            13
            
            
            36,928,293
            
            $
            3,694
            
            $
            25,999,095
            
            $
            (26,838,959
            )
            $
            (836,157
            )Net
                loss for the quarter ended June 30, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (680,121
            )
            
            (680,121
            )Conversion
                of preferred stock into common stock
            
            
            (131,000
            )
            
            (13
            )
            
            13,100,000
            
            
            1,309
            
            
            (1,296
            )Amortization
                of share based compensation
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            4,977
            
            
            
            
            
            4,977BALANCE
                AT JUNE 30, 2007
            
            
            -
            
            
            -
            
            
            50,028,293
            
            $
            5,003
            
            $
            26,002,776
            
            $
            (27,519,080
            )
            $
            (1,511,301
            )







The
      accompanying notes are an integral part of these
      financial statements




-5-




**WI-TRON,
        INC.**
 **NOTES
        TO UNAUDITED INTERIM FINANCIAL STATEMENTS**
 **June
        30, 2007**






NOTE
      A -
      NATURE OF OPERATIONS AND RECENT DEVELOPMENTS





Wi-Tron,
      Inc. designs, manufactures and sells state-of-the-art ultra-linear single and
      multi-channel power amplifiers, cellular base station components, and broadband
      wireless products to the worldwide wireless telecommunications
      market.





Recent
      Developments


On
      June
      29, 2007, the Company entered into an Agreement and Plan of Merger (the
      "Agreement") with Tek Ltd., a New Jersey corporation ("Tek") and John Chase
      Lee,
      the sole shareholder of Tek and president and CEO of the Registrant
      ("Lee").





Pursuant
      to the Agreement, (a) the Company will form a wholly-owned subsidiary to merge
      with and into Tek, whereby Tek is the surviving corporation, and (b) the Company
      will issue 40,000,000 shares of its common stock to the shareholders of Tek
      in
      exchange for all of Tek's outstanding stock. Upon completion of the merger,
      the
      Company will have 90,528,293 shares of common stock outstanding, with Lee
      beneficially owning 54,380,632 shares or approximately 60%. The merger was
      scheduled to close on or about July 15, 2007, and is conditioned upon
      satisfactory completion of due diligence and other corporate actions. As of
      the
      date of this filing, the merger has not been consumated.








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, 2006 included in the Company's Form 10-KSB filed with
      the Securities and Exchange Commission on May 18, 2007.





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 and six month periods ended June 30, 2007 and 2006, (b) the financial
      position at June 30, 2007, (c) the statements of cash flows for the six month
      period ended June 30, 2007 and 2006 , and (d) the changes in stockholders'
      deficiency for the six month period ended June 30, 2007 have been made. The
      results of operations for the three or six months ended June 30, 2007 are not
      necessarily indicative of the results to be expected for the full
      year.





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 $680,121 for the
      six
      months ended June 30, 2007, its working capital deficiency increased by $672,978
      to a deficiency of $1,528,167 since the beginning of the fiscal year and has
      fully depleted its cash reserves. Current liabilities exceed cash and
      receivables by $1,612,574 indicating that the Company may have difficulty
      meeting 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 issuances of restricted
      common stock to an individual who is a public/investor relations consultant
      of
      the Company.




-6-




**WI-TRON,
        INC.**
 **NOTES
        TO UNAUDITED INTERIM FINANCIAL STATEMENTS**
 **June
        30, 2007**





As
      further discussed in Note F, management intends to seek additional financing,
      aggressively market its products, control operating costs and broaden its
      product base through development and marketing new products. The Company
      believes that these measures will provide sufficient liquidity for it to conduct
      current operations as going concern. Accordingly, the financial statements
      do
      not include any adjustments relating to the recoverability and classification
      of
      recorded asset amounts or the amount and classification of liabilities or any
      other adjustments that might be necessary should the Company be unable to
      continue as a going concern in its present form.





Off-balance
      sheet arrangements


We
      do not
      have any transactions, agreements or other contractual arrangements that
      constitute off balance sheet arrangements.








NOTE
      C -
      STOCKHOLDERS' EQUITY





1.  Warrants
      and Options





At
      June
      30, 2007, 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
      June
      30, 2007, the Company had employee stock options outstanding to acquire
      2,900,000 shares of common stock at exercise prices of $0.15 to $.20 per
      share.





2.  Private
      Placements of Common Stock and Debt





In
      August
      2005, the Company completed a private placement of common stock and notes
      payable aggregating 600,000 shares with $336,000 in cash proceeds as of December
      31, 2005. The offering was represented by 6 units at $56,000 each. Each unit
      consists of 100,000 shares of common stock and a $50,000 note payable with
      interest at 6%. A total of 600,000 shares were issued in this offering for
      a
      total of $36,000. The notes, aggregating $300,000, are due upon the earlier
      of
      the Company completing any financing with gross proceeds in excess of
      $1,000,000; or March 1, 2006. Since the Company was unable to repay the notes
      on
      March 1, 2006. The Company requested and all of the investors agreed to a 90
      day
      extension on the notes until June 1, 2006 and again through November 2006.
      The
      Company issued warrants to purchase an aggregate of 600,000 shares of common
      stock exercisable at $.20 per share. These notes remain unpaid at June 30,
      2007,
      and the Company may continue to seek further similar extensions on an ongoing
      basis. No actions have been taken by the note holders to collect the balance
      up
      to and since June 30, 2007 through the date of this filing.




-7-




**WI-TRON,
        INC.**
 **NOTES
        TO UNAUDITED INTERIM FINANCIAL STATEMENTS**
 **June
        30, 2007**


3.  Series
      C Convertible Preferred Stock





As
      of
      December 31, 2006, there were 131,000 shares of Series C Convertible Preferred
      Stock outstanding, 125,000 of which were owned by John Lee, the Chief Executive
      Officer and 6,000 of which were owned by Jessica Lee, the former Chief Financial
      Officer. Each share of the preferred stock was convertible into 100 shares
      of
      common stock (13,100,000 shares of common stock). On January 11, 2007, all
      of
      the 131,000 outstanding preferred shares were converted into 13,100,000 shares
      of common stock.








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.





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 $1,595.








NOTE
      F -
      LIQUIDITY





The
      Company's financial statements are presented on a going concern basis, which
      contemplates the realization of assets and the satisfaction of liabilities
      in
      the normal course of business. The Company has a recent history of significant
      losses and has incurred losses of $680,121 and $728,505 for the six months
      ended
      June 30, 2007 and 2006, respectively. Furthermore, we are delinquent in paying
      Federal and State payroll taxes of which we currently owe $154,381 including
      accrued interest and penalties.




-8-




**WI-TRON,
        INC.**
 **NOTES
        TO UNAUDITED INTERIM FINANCIAL STATEMENTS**
 **June
        30, 2007**




Our
        financial condition relies on continuing equity investment until, if ever,
        we
        are successful in commercializing our new product lines and opening up new
        geographic regions. During the first six





From
      time-to-time, we have issued stock, options and warrants to satisfy operating
      expenses, which provides us with a form of liquidity. Due, in part, to our
      prior
      lack of earnings, our current net losses, and our current debt level our success
      in attracting additional funding has been limited to transactions with
      accredited investors. In light of the availability of this type of financing,
      the continued use of our equity for these purposes may be necessary if we are
      to
      sustain operations, prior to reaching operating profitability. Equity financings
      of the type we have been required to pursue are dilutive to our stockholders
      and
      may adversely impact the market price for our shares. Furthermore, we have
      been
      unable to raise any capital in the manner since 2006 and our operations have
      been sustained solely by loans from Tek, Ltd.





The
      Company is working to increase sales of legacy systems while simultaneously
      developing cutting edge technological designs for near and long term sales
      growth. The key to long term growth in the wireless industry is anticipating
      and
      leading the evolution of power amplifier development. The Company plans to
      build
      partnerships and marketing strengths from a series of new design platforms
      -
      some of which have already have been developed - in order to expand market
      opportunities across technologies, frequency bands and power
      ranges.








NOTE
      G -
      OFFICERS LOANS AND OTHER RELATED PARTY TRANSACTIONS






1.  Officer
      Loans and Employment Agreements




As
      of
      June 30, 2007, the Company owes $150,000 to Devendar S. Bains, a former Chief
      Executive Officer for loans and unpaid salaries. These balances are non-interest
      bearing, unsecured, and have no fixed maturity date. During the six months
      ended
      June 30, 2007, the Company repaid $500 to other officers.




-9-




**WI-TRON,
        INC.**
 **NOTES
        TO UNAUDITED INTERIM FINANCIAL STATEMENTS**
 **June
        30, 2007**






NOTE
      H -
      COMMITMENTS AND OTHER COMMENTS





1.  Premises
      leases


On
      April
      22, 2005, concurrent with the closing of the purchase of the building by Tek,
      Ltd. ("Tek") a company wholly owned by John Lee, the Company entered into a
      non
      cancelable operating lease with Tek which commenced on June 1, 2005 and expires
      on May 31, 2008. Tek is holding a security deposit of $5,500 in connection
      with
      this lease.





The
      Company is obligated for minimum annual rental payments as follows:





Year
                ending December 312006
            
            $
            24,0002007
            
            
            72,0002008
            
            
            30,000$
            126,000





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


$36,000
      and $34,500 for the six months ended June 30, 2007 and 2006,
      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"), to make certain
      investments in the Company. Due to a dispute among the Parties with respect
      to
      the terms of the loan transaction, the Company and Phoenix agreed to rescind
      their agreement, and the Company agreed to pay Phoenix 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 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 June 30, 2007 was $10,000. In May
      2006, the Company responded to a demand by Phoenix and paid $10,000 leaving
      a
      balance of $10,000 due as of the date of this filing. As yet, no action has
      been
      taken by Phoenix concerning this default.





2.  Delinquent
      Federal and State Payroll Taxes


We
      are
      delinquent in paying Federal and State payroll taxes of which we currently
      owe
      $154,381 including accrued interest and penalties.




-10-





**PART
      I - FINANCIAL INFORMATION**





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





Certain
      disclosures in this Quarterly Report on Form 10-QSB include certain
      forward-looking statements within the meaning of the safe harbor protections
      of
      Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
      Securities Exchange Act of 1934, as amended. Statements that include words
      such
      as "believe," "expect," "should," intend," "may," "anticipate," "likely,"
      "contingent," "could," "may," "estimate," or other future-oriented statements,
      are forward-looking statements. Such forward-looking statements include, but
      are
      not limited to, statements regarding our business plans, strategies and
      objectives, and, in particular, statements referring to our expectations
      regarding our ability to continue as a going concern, realize improved gross
      margins, and timely obtain required financing. These forward-looking statements
      involve risks and uncertainties that could cause actual results to differ from
      anticipated results. The forward-looking statements are based on our current
      expectations and what we believe are reasonable assumptions given our knowledge
      of the markets; however, our actual performance, results and achievements could
      differ materially from those expressed in, or implied by, these forward-looking
      statements. Factors, within and beyond our control, that could cause or
      contribute to such differences include, among others, the following: the success
      of our capital-raising and cost-cutting efforts, developing and marketing new
      technology devices, including technological advancements and innovations;
      consumer receptivity, preferences and availability and affordability; whether
      a
      third-party can successfully develop, manufacture and market products that
      incorporate our technology; political and regulatory environments and general
      economic and business conditions; the effects of our competition; the success
      of
      our operating, marketing and growth initiatives; development and operating
      costs; the amount and effectiveness of our advertising and promotional efforts;
      brand awareness; the existence of adverse publicity; changes in business
      strategies or development plans; quality and experience of our management;
      availability, terms and deployment of capital; labor and employee benefit costs,
      as well as those factors in our filings with the Securities and Exchange
      Commission, particularly the discussions under "Risk Factors" in our 10KSB
      filed
      on April 6, 2006. Readers are urged to carefully review and consider the various
      disclosures made by us in this report and those detailed from time to time
      in
      our reports and filings with the SEC.





Our
      fiscal year ends on December 31. References to a fiscal year refer to the
      calendar year in which such fiscal year ends.





The
      following analysis of our financial condition and results of operations for
      the
      three and six months ended June 30, 2006 should be read in conjunction with
      the
      Financial Statements and other information presented elsewhere in this report
      and in the Company's 10-KSB annual report filed April 6, 2006.





GENERAL
      INFORMATION ABOUT WI-TRON


Background:
      August 2005, the Company, which was formerly known as Amplidyne, Inc., changed
      its name to Wi-Tron, Inc. and commenced with a reorganization of management.
      The
      Chairman of the Board, Mr. John C. Lee brought new management and RF design
      engineers to help make the Company a global leader in RF amplifier design and
      sales for wireless telecommunications.




-11-







**Results
      of Operations - The Three Months Ended June 30, 2007 Compared to Three Months
      Ended June 30, 2006.**





Revenues
      for the six months ended June 30, 2007 declined by $35,175 from $77,375 to
      $42,200, or 45% compared to the six months ended June 30, 2006. The sales
      decreases were primarily in amplifiers. The majority of the amplifier sales
      for
      the six months ended June 30, 2007 were obtained from the Wireless Local Loop
      amplifier products to two European customers. Sales of amplifiers were 100%
      of
      total sales compared to 100% of total sales for the same period last year.





The
      Company has continued to develop and refine its amplifier products for the
      wireless communications market. The company completed the development of its
      W-CDMA amplifier with DSP control. The sale of this product is initially
      targeted at Asian markets. To this end product is being submitted to potential
      customers for evaluation. The company hopes this will turn into production
      orders and such company is retaining its core production personnel even though
      the sales of older product are declining





Cost
      of
      sales was $101,330 or 240% of sales compared to $157,383 or 203% of sales during
      the same period for 2006. Gross margin for the three months ended June 30,
      2007
      amounted to a loss of $(59,130) ((140)%) compared to a loss of $(80,008)
      ((103)%), for the three months ended June 30, 2006. The decline in gross margin
      was principally due to the lowered production while staff levels were maintained
      in preparation for new product production. The Company is continuing to assess
      cost reduction and is promoting increased product demand to improve gross
      margins in 2007.





Selling,
      general and administrative expenses decreased in 2007 by $112,171 to $111,688
      from $223,859 in 2006. Expressed as a percentage of sales, the selling, general
      and administrative expenses were 265% in 2007 and 289% in 2006. The principal
      factors contributing to the decrease of selling, general and administrative
      expenses were terminations of consulting relationships.




Research,
      engineering and development expenses were $110,819 or 263% of net sales for
      the
      six months ended June 30, 2007 compared to $87,531 or 113% of net sales in
      2006.
      In 2007, the principal activity of the business related to the design and
      production of product for OEM manufacturers, particularly for the W-CDMA with
      DSP control. The research, engineering and development expenses consist
      principally of salary cost for engineers and the expenses of equipment purchases
      specifically for the design and testing of the prototype products. The Company's
      research and development (R&D) efforts are expected to result in revenues
      for new product sales beginning in 4th quarter, 2006 and increasing
      substantially in the future.





Interest
      income was $NIL in 2007 and 2006 because we have had no available cash balances
      to invest.





Interest
      expense was $9,000 in 2007 compared to $9,000 in 2006 and was for accrued
      interest on other promissory notes issued in connection with a private placement
      in both periods.








As
      a
      result of the foregoing, the Company incurred net losses of $311,446 or $0.01
      per share for the quarter ended June 30, 2007 compared with net losses of
      $409,348 or $0.01 per share for the same quarter in 2006.




-12-








**Results
      of Operations - The Six Months Ended June 30, 2007 Compared to Six Months Ended
      June 30, 2006.**





Revenues
      for the six months ended June 30, 2007 declined by $61,305 from $117,529 to
      $56,224, or 52% compared to the six months ended June 30, 2006.





The
      majority of the amplifier sales for the six months ended June 30, 2007 were
      obtained from the Wireless Local Loop amplifier products to major European
      customers.





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 $145,166 or nearly 258% of sales compared to $222,906 or 190% of
      sales
      during the same period for 2006. The decline in gross margin was principally
      due
      to the lowered production while staff in production was retained in anticipation
      rotating into new product. The Company is continuing to assess cost reduction
      and is promoting increased product demand to improve gross margins in 2007.





Selling,
      general and administrative expenses decreased in 2007 by $(152,748) to $261,553
      from $414,301, in 2006. Expressed as a percentage of sales, the selling, general
      and administrative expenses (excluding stock based compensation) were 465%
      in
      2007 and 353% in 2006. The principal factors contributing to the decrease of
      selling, general and administrative expenses were terminations of consulting
      relationships.




Research,
      engineering and development expenses were $284,159 or 505% of net sales for
      the
      six months ended June 30, 2007 compared to $176,342 or 150% in 2006. In 2007,
      the principal activity of the business related to the design and production
      of
      product for OEM manufacturers, particularly for the W-CDMA amplifier. The
      research, engineering and development expenses consist principally of salary
      cost for engineers and the expenses of equipment purchases specifically for
      the
      design and testing of the prototype products. The Company's research and
      development efforts are influenced by available funds and the level of effort
      required by the engineering staff on customer specific projects.





Interest
      income was $NIL in 2007 and because we have had no available cash balances
      to
      invest.





As
      a
      result of the foregoing, the Company incurred net losses of $680,121 or $0.01
      per share for the six months ended June 30, 2007 compared with net losses of
      $728,505 or $0.03 per share for the same period in 2006.




-13-








**Item
      3. Financial Condition - Liquidity and Capital Resources**





Liquidity
      refers to our ability to generate adequate amounts of cash to meet our needs.
      We
      have incurred a loss in each year since inception. We expect to incur further
      losses, that the losses may fluctuate, and that such fluctuations may be
      substantial. As of June 30, 2007 we had an accumulated deficit of $27,519,080.
      Due, in part, to our prior lack of earnings, our current net losses, and our
      current debt level our success in attracting additional funding has been limited
      to transactions with accredited investors. In light of the availability of
      this
      type of financing, the continued use of our equity for these purposes may be
      necessary if we are to sustain operations, prior to reaching operating
      profitability. Equity financings of the type we have been required to pursue
      are
      dilutive to our stockholders and may adversely impact the market price for
      our
      shares.





As
      of
      June 30, 2007, our current liabilities exceeded our cash and receivables by
      $1,612,574 Our current ratio was 0.05 to 1.00, but our ratio of accounts
      receivable to current liabilities was only NIL to 1.00. This indicates that
      we
      will have difficulty meeting our obligations as they come due. We are carrying
      $84,407 in inventory, of which $28,392 represents component parts. Based on
      year
      to date usage, we are carrying 136 days worth of parts inventory. 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
      June 30, 2007, we had cash of $NIL compared to an cash of $NIL at December
      31,
      2006. Overall our cash increased by $NIL during 2007. Our cash used for
      operating actives was $437,900. This year we repaid loans of $500 and deferred
      salary payments to officer/stockholders of $NIL. We also received proceeds
      from
      private placements of $-.





Because
      of our small number of customers and low sales volume, accounts receivable
      balances and allowances for doubtful accounts do not reflect a consistent
      relationship to sales. We determine our allowance for doubtful accounts based
      on
      a specific customer-by-customer review of collectiblity.





Our
      inventories decreased by $10,180 to $84,407 in 2007 compared to $94,587 at
      December 31, 2006, a decrease of 11%.





The
      Company has a lease obligation for its premises requiring minimum monthly
      payments of approximately $5,500 to $6,000 through 2008.





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.





The
      Company has plans to raise $1.5 million through a private equity placement.
      There can be no assurance that any financing will be available to the Company
      on
      acceptable terms, or at all. If adequate funds are not available, the Company
      may be required to delay, scale back or eliminate its research, engineering
      and
      development or manufacturing programs or obtain funds through arrangements
      with
      partners or others that may require the Company to relinquish rights to certain
      of its technologies or potential products or other assets. Accordingly, the
      inability to obtain such financing could have a material adverse effect on
      the
      Company's business, financial condition and results of operations.




-14-







OFF
      BALANCE SHEET ARRANGEMENTS


Under
      SEC
      regulations, we are required to disclose our off-balance sheet arrangements
      that
      have or are reasonably likely to have a current or future effect on our
      financial condition, changes in financial condition, revenues or expenses,
      results of operations, liquidity, capital expenditures or capital resources
      that
      are material to investors. An off-balance sheet arrangement means a transaction,
      agreement or contractual arrangement to which any entity that is not
      consolidated with us is a party, under which we have:





·  Any
      obligation under certain guarantee contracts;


·  Any
      retained or contingent interest in assets transferred to an unconsolidated
      entity or similar arrangement that serves as credit, liquidity or market risk
      support to that entity for such assets;


·  Any
      obligation under a contract that would be accounted for as a derivative
      instrument, except that it is both indexed to our stock and classified in
      stockholder's equity in our statement of financial position; and


·  Any
      obligation arising out of a material variable interest held by us in an
      unconsolidated entity that provides financing, liquidity, market risk or credit
      risk support to us, or engages in leasing, hedging or research and development
      services with us.





As
      of the
      date of this Report, the Company has no off-balance sheet arrangements that
      have
      or are reasonably likely to have a current or future effect on our financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that is
      material to investors.





SEASONALITY
      AND INFLATION


The
      wireless telecommunications products business is not considered seasonal in
      nature, and management does not believe that our operations have been materially
      affected by inflationary forces. If the increase in energy (oil, gas, coal,
      electricity) prices continues, we believe interest in our higher efficiency
      products will increase.





***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.




-15-









3.
      ALLOWANCE FOR DOUBTFUL ACCOUNTS


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





4.
      USE OF
      ESTIMATES


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




5.
      STOCK-BASED EMPLOYEE COMPENSATION


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 $4,978 of stock-based compensation for
      the
      six months ended June 30, 2007.





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.








**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 the 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 were effective 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, 2006, which remained in effect during the
      quarter ended March 31, 2007, there were no other changes during such
      quarter.




-16-







**Item
      6. EXHIBITS**





The
      following is a list of exhibits to this Form 10-QSB:





*
            31.1
                - Certification of the Company's Chief Executive pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 302 of the Sarbanes
                Oxley Act
                of 2002.


*
            31.2
                - Certification of Principal Accounting Officer pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002.


*
            32.1
                - Certification of the Company's Chief Executive 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 Principal Accounting Officer pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002




-17-









**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





None








**ITEM
      2. CHANGE IN SECURITIES**





During
      the six months ended June 30, 2007, the Company issued securities as
      follows.





On
      January 11, 2007, John C. Lee converted 125,000 shares of preferred stock into
      12,500,000 shares of common stock.





On
      January 11, 2007, Jessica Lee converted 6,000 shares of preferred stock into
      600,000 shares of common stock.




-18-









**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.Date: August
              20, 2007
            By:
            /s/ John
              C.
              LeeName:
                John C. Lee
              Title:Chief
                Executive Officer,




Date: August
                20, 2007
              By:
              /s/ Tarlochan
                S. BainsName:Tarlochan
                    S. Bains
                  TitleVice
                    President and Principal Accounting
                    Officer
  -19-