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 MARCH 31, 2007.








o
      TRANSITION 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 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)








Check
      whether the issuer (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 o No x





The
      number of shares outstanding of the Issuer's Common Stock, $.0001 Par Value,
      as
      of June 19, 2007 was 50,528,293.





Transitional
      Small Business Format (check one); Yes o No x










WI-TRON,
      INC.


FORM
      10-QSB


THREE
      MONTHS ENDED MARCH 31, 2007





TABLE
      OF
      CONTENTS





PART
      I - FINANCIAL
      INFORMATION





Item
                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 FinancialCondition
                and Results of Operations
            11-14Item
                3.
            Controls
                and Procedures
            14PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            15Item
                2. Change in Securities
            15Signatures
            16Exhibit
                31.1
            17Exhibit
                31.2
            18Exhibit
                32.1
            19Exhibit
                32.2
            20





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)
            
            March
                31
              2007
            
            December
                31
              2006**CURRENT
                ASSETS**Accounts
                receivable, net of allowance for doubtful accounts of
              $10,000
                and $702 in 2007 and 2006, respectively
            
            $
            7,032
            
            $
            25,077Inventories
            
            
            97,592
            
            
            94,587Prepaid
                expenses and other
            
            
            -
            
            
            -Total
                current assets
            
            
            104,624
            
            
            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
            
            
            (626,719
            )
            
            (625,635
            )12,448
            
            
            13,532**SECURITY
                DEPOSITS AND OTHER NON-CURRENT ASSETS**
            
            
            5,500
            
            
            5,500$
            122,572
            
            $
            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**
            
            March
                31
              2007
            
            December
                31,
              2006**CURRENT
                LIABILITIES**Overdraft
            
            $
            57,944
            
            $
            36,140Secured
                note payable in connection with Phoenix investor
              rescinded
                agreement - payment in default
            
            
            10,000
            
            
            10,000Accounts
                payable, including $126,093 and $69,636 due to
              Tek,
                Ltd. at March 31, 2007 and December 31, 2006
              respectively
            
            
            322,369
            
            
            211,700Notes
                payable issued in connection with private placement of
              common
                stock, including accrued interest of $11,515
              (2006)
                and $7,015 (2005) - payment in default
            
            
            329,516
            
            
            325,016Accrued
                expenses and other current liabilities (including
              delinquent
                federal and state payroll taxes, penalties and
              interest
                aggregating $96,051 at March 31, 2007
              and
                $1,822 at December 31, 2006
            
            
            241,982
            
            
            197,397Loans
                payable to Tek, Ltd.
            
            
            213,005
            
            
            44,500Loans
                payable - officers
            
            
            150,100
            
            
            150,100Total
                current liabilities representing total liabilities
            
            
            1,324,916
            
            
            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 March 31, 2007 and
              December
                31, 2006, respectively, with a liquidation
              preference
                of $2 per share
            
            
            -
            
            
            13Common
                stock - authorized, 100,000,000 shares of $.0001 par
              value;shares
                50,028,293 and 36,928,293 shares issued
              and
                outstandingat
                March 31, 2007 and December 31,
              2006,
                respectively
            
            
            5,003
            
            
            3,694Additional
                paid-in capital
            
            
            26,000,287
            
            
            25,999,095Accumulated
                deficit
            
            
            (27,207,634
            )
            
            (26,838,959
            )(1,202,344
            )
            
            (836,157
            )$
            122,572
            
            $
            138,696Note:
                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 of America for complete financial
                statements.





The
        accompanying notes are an integral part of these financial
        statements




2





**WI-TRON,
      INC.**


**STATEMENTS
      OF OPERATIONS**


**Three
      Months Ended March 31**





Three
                Months Ended
              March
                312007
            
            2006Net
                sales
            
            $14,026
            
            $40,156Cost
                of goods sold(net
                of inventory write-down of $233,995 in 2002)
            
            
            43,836
            
            
            65,522Gross
                (loss)
            
            
            (29,810
            )
            
            (25,366
            )Operating
                expensesSelling,
                general and administrative
            
            
            149,867
            
            
            190,444Research,
                engineering and development
            
            
            173,340
            
            
            88,811Operating
                loss
            
            
            (353,017
            )
            
            (304,621
            )Nonoperating
                income (expenses)Other
                income
            
            
            -
            
            
            3,292Interest
                expense
            
            
            (4,500
            )
            
            (4,500
            )Federal
                tax penalties and interest
            
            
            (10,637
            )
            
            (12,827
            )Loss
                before income taxes.
            
            
            (368,154
            )
            
            (318,656
            )Provision
                for income taxes
            
            
            520
            
            
            500NET
                LOSS
            
            $
            (368,674
            )
            $
            (319,156
            )Net
                loss per share - basic and diluted
            
            $
            (0.01
            )
            $
            (0.01
            )Weighted
                average number of shares outstanding
            
            
            48,427,182
            
            
            25,071,878





The
        accompanying notes are an integral part of these financial
        statements


3





**WI-TRON,
      INC.**


**STATEMENTS
      OF CASH FLOWS**


**Three
      Months Ended March 31**




Three
                  Months Ended
                March
                  312007
              
              2006**Cash
                  flows from operating activities:**Net
                  Loss
              
              $
              (368,674
              )
              $
              (319,156
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activitiesDepreciation
                  and amortization
              
              
              1,083
              
              
              1,082Amortization
                  of share based compensation
              
              
              2,488
              
              
              2,489(Decrease)
                  increase in allowance for doubtful accounts
              
              
              (10,000
              )
              
              298Interest
                  accrued on notes payable issued in connection
                with
                  private placement of common stock
              
              
              4,500
              
              
              4,500Changes
                  in assets and liabilitiesAccounts
                  receivable
              
              
              28,045
              
              
              8,344Inventories
              
              
              (3,005
              )
              
              4,043Prepaid
                  expenses and other assets
              
              
              -
              
              
              1,208Accounts
                  payable and accrued expenses
              
              
              155,254
              
              
              (74,500
              )Total
                  adjustments
              
              
              178,365
              
              
              (52,536
              )Net
                  cash (used) for operating activities
              
              
              (190,309
              )
              
              (371,692
              )**Cash
                  flows from financing activities:**Overdraft
              
              
              21,804
              
              
              -Advances
                  from Tek, Ltd.
              
              
              168,505
              
              
              -Officer
                  loans
              
              
              -
              
              
              (14,300
              )Proceeds
                  from sale of common stock
              
              
              -
              
              
              383,000Net
                  cash provided by financing activities
              
              
              190,309
              
              
              368,700**DECREASE
                  IN CASH**
              
              
              -
              
              
              (2,992
              )Cash
                  at beginning of period
              
              
              -
              
              
              34,998**Cash
                  at end of period**
              
              $
              -
              
              $
              32,006Supplemental
                  disclosures of cash flow information:Cash
                  paid for:Interest
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              520
              
              $
              500





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, 2007**





Series
                C Convertible
              Preferred
                Stock
            
            Common
                Stock
            
            Additional
              Paid-In
            
            AccumulatedShares
            
            Par
                Value
            
            Shares
            
            Par
                Value
            
            Capital
            
            Deficit
            
            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 March 31, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (368,675
            )
            
            (368,675
            )Conversion
                of preferred stock into common stock
            
            
            (131,000
            )
            
            (13
            )
            
            13,100,000
            
            
            1,309
            
            
            (1,296
            )Amortization
                of share based compensation
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,488
            
            
            
            
            
            2,488BALANCE
                AT MARCH 31, 2007
            
            
            -
            
            
            -
            
            
            50,028,293
            
            
            5,003
            
            
            26,000,287
            
            
            (27,207,634
            )
            
            (1,202,344
            )







The
        accompanying notes are an integral part of these financial
        statements
 5
 **WI-TRON,
          INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **MARCH
        31, 2007**


NOTE
      A -
      ADJUSTMENTS





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, 2007 and 2006 (b) the financial position
      at
      March 31, 2007 (c) the statements of cash flows for the three month period
      ended
      March 31, 2007 and 2006 , and (d) the changes in stockholders' deficiency for
      the three month period ended March 31, 2007 have been made. The results of
      operations for the three months ended March 31, 2007 are not necessarily
      indicative of the results to be expected for the full year.





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.





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 $368,674 for the
      three months ended March 31, 2007, has no cash and its working capital declined
      by $(365,103) to a deficiency of $(1,220,292) since the beginning of the fiscal
      year. Current liabilities still exceed cash and receivables by $1,317,884
      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.





As
      further discussed in Note F, management is seeking additional financing and
      intends to aggressively market its products, control operating costs and broaden
      its product base through enhancements of products. The Company believes that
      these measures may provide sufficient liquidity for it to continue as a going
      concern in its present form. 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.




6


WI-TRON,
      INC.


**NOTES
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2007**






NOTE
      C -
      STOCKHOLDERS' EQUITY





1.
            Warrants
                and Options





At
      March
      31, 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
      March
      31, 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 March 31,
      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 March 31, 2007 through the date of this
      filing.





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.





7


WI-TRON,
      INC.


**NOTES
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2007**






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 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 $368,674 and $319,156 for the three months ended
      March 31, 2007 and 2006, respectively.





With
      no
      cash and reduced revenues, management believes that the Company will have great
      difficulty meeting its working capital and litigation settlement obligations
      over the next 12 months. The Company is presently dependent on cash flows
      generated from sales and private placements of common stock to meet our
      obligations. Our failure to consummate a merger with an appropriate partner
      or
      to substantially improve our revenues will have serious adverse consequences
      and, accordingly, there is substantial doubt in our ability to remain in
      business over the next 12 months. There can be no assurance that any financing
      will be available to the Company on acceptable terms, or at all. If adequate
      funds are not available, the Company may be required to delay, scale back or
      eliminate its research, engineering and development or manufacturing programs
      or
      obtain funds through arrangements with partners or others that may require
      the
      Company to relinquish rights to certain of its technologies or potential
      products or other assets. Accordingly, the inability to obtain such financing
      could have a material adverse effect on the Company's business, financial
      condition and results of operations.





Management's
      plans for dealing with the foregoing matters include:





o  Increasing
      sales of its high speed internet connectivity products through both individual customers,
      strategic alliances and mergers.




8
 
 WI-TRON,
        INC. **NOTES
          TO FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**


o  Decreasing
      the dependency on certain major customers by aggressively seeking other
      customers in the amplifier markets;




o  Partnering
      with significant companies to jointly develop innovative products, which has
      yielded orders with multinational companies to date, and which are expected
      to
      further expand such relationships;




o  Maintaining
      a reduced cost structure through a more streamlined operation by using automated
      machinery to produce components for our products;




o  Deferral
      of payments of officers' salaries, as needed;




o  Selling
      remaining net operating losses applicable to the State of New Jersey, pursuant
      to a special government high-technology incentive program in order to provide
      working capital, if possible;




o  Reducing
      overhead costs and general expenditures.




o  Merging
      with another company to provide adequate working capital and jointly develop
      innovative products.






NOTE
      G -
      OFFICER LOANS




As
      of
      March 31, 2007, 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 $100. These balance are non-interest bearing,
      unsecured, and have no fixed maturity dates.





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, 2007, the aggregate balance due to Tek, Ltd. (a company wholly owned
      by John C. Lee, the Company's Chairman and Chief Executive Officer) was
      $339,098, consisting of loans payable of $213,005 and trade accounts payable
      of
      $126,093. 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, 2007, Tek advanced funds to the
      Company of $168,505, allowed deferral of rent payments of $18,000 and sold
      the
      Company goods and services at cost totaling $38,457. Subsequent to March 31,
      2007 through June 19, 2007, Tek advanced funds to the Company $126,000, allowed
      deferral of rent payments of $18,000 and sold the Company goods and services
      at
      cost totaling $20,414.




9


WI-TRON,
      INC. **NOTES
        TO FINANCIAL STATEMENTS**
 **MARCH
        31, 2007**






NOTE
      J -
      COMMITMENTS AND OTHER COMMENTS





1.
            Premises
                leases


In
      July
      2004, Tek, Ltd. ("Tek") a company wholly owned by John Lee, entered into a
      contract with the existing landlord of the operating premises to purchase the
      building. In connection therewith, Tek negotiated a return of the security
      deposit and accumulated interest thereon to the Company in the aggregate amount
      of $40,160. The Company was leasing the premises on a month to month basis
      and
      paying rent on a semi-monthly basis. 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 minimum annual rental payments as follows:





Year
                ending December 312007
            
            $
            36,0002008
            
            
            30,000$
            66,000





Rent
      expense, including the Company's share of real estate taxes, utilities and
      other
      occupancy costs, was $18,000
      and $17,250 for the three months ended ended March 31, 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 March 31, 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 further action
      has been taken by Phoenix concerning this default.





3.
            Delaware
                Annual Report Delinquency


The
      Company is delinquent with certain franchise taxes and filing fees for the
      State
      of Delaware. Consequently, this delinquency could affect the Company's ability
      to amend its certificate of incorporation, issue new classes of stock and,
      reorganize its capital structure among other potential ramifications.
      Additionally, the Company is delinquent in paying its transfer agent, which
      may
      limit transferability of shares.





NOTE
      K -
      SUBSEQUENT EVENTS





From
      April 1, 2007 through June 16, 2007, the Company incurred $38,414 in additional
      trade accounts payable to Tek, Ltd. and received an additional $126,000 in
      loans
      from Tek, Ltd. Tek, Ltd. is wholly owned by John C. Lee, the Company's Chairman
      and Chief Executive Officer.




10


**WI-TRON,
        INC.**
 **MARCH
        31, 2007**





**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, 2007 Compared to Three Months
      Ended March 31, 2006.**





Revenues
      for the three months ended March 31, 2007 decreased by $26,130 from $40,156
      to
      $14,026, or 65% compared to the three months ended March 31, 2006.





The
      majority of the amplifier sales for the three months ended March 31, 2007 were
      obtained from the sale of the Wireless Local Loop amplifier products to a major
      European customer.





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 $43,836 or 313% of sales compared to $65,522 or 163% of sales during
      the same period for 2006. 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 2007 by $40,577 to $149,867
      from $190,444, in 2006. Expressed as a percentage of sales, the selling, general
      and administrative (SG&A) expenses were 1,068% in 2007 and 474% in 2006.
      Most of the SG&A expenses are relatively fixed and management has cut costs
      about as low as operations can sustain. The actual dollar increase in SG&A
      from the previous year was $40,577 or 21%.




Research,
      engineering and development expenses were 1,236% of net sales for the three
      months ended March 31, 2007 compared to 221% in 2006. In 2007 and 2006, the
      principal activity of the business related to the design and production of
      product for OEM manufacturers, particularly for the W-CDMA amplifier 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 2007 and 2006 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 $368,674 or $0.01
      per share for the three months ended March 31, 2007 compared with net losses
      of
      $319,156 or $0.01 per share for the same period in 2006.




11


**WI-TRON,
      INC.**


**MARCH
      31, 2007**






**Liquidity
      and Capital Resources**





Liquidity
      refers to our ability to generate adequate amounts of cash to meet our needs.
      We
      have been generating the cash necessary to fund our operations from 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, 2007, we had an accumulated
      deficit of $27,207,634. Potential immediate sources of liquidity continued
      to be
      loans from our Chief Executive Officer and private placements of common
      stock.





As
      of
      March 31, 2007, our current liabilities exceeded our cash and receivables by
      $1,317,884. Our current ratio was 0.08 to 1.00, but our ratio of accounts
      receivable to current liabilities was only 0.01 to 1.00. This indicates that
      we
      will have significant difficulty meeting our obligations as they come due.
      We
      are carrying $97,592 in inventory, of which $39,726 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, 2007, we had a bank overdraft of $57,944 compared to $36,140 at
      December 31, 2006. Our overdraft increased $21,804 during 2007. Our cash used
      for operating activities was $21,804. We received no proceeds from private
      placements of equity securities during the quarter ended March 31, 2007. Tek,
      Ltd., a company wholly owned by John C. Lee, loaned the Company $168,505 during
      the quarter ended March 31, 2007. Additionally, we incurred accounts payable
      to
      Tek of $56,457.





The
      allowance for doubtful accounts on trade receivables was $10,000 at March 31,
      2007. 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 $3,005 to $97,592 in 2007 compared to $94,587 at
      December 31, 2006, a decrease of 3%.





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, 2007**






With
      no
      remaining cash and no near term prospects of private placements, options or
      warrant exercises and reduced revenues, we believe that we will have great
      difficulty meeting our working capital and litigation settlement obligations
      over the next 12 months. We are presently dependent on cash flows generated
      from
      sales and loans from officers to meet our obligations. Our failure to consummate
      a merger. or substantially improve our revenues will have serious adverse
      consequences and, accordingly, there is substantial doubt in our ability to
      remain in business over the next 12 months. There can be no assurance that
      any
      financing will be available to the Company on acceptable terms, or at all.
      If
      adequate funds are not available, the Company may be required to delay, scale
      back or eliminate its research, engineering and development or manufacturing
      programs or obtain funds through arrangements with partners or others that
      may
      require the Company to relinquish rights to certain of its technologies or
      potential products or other assets. Accordingly, the inability to obtain such
      financing could have a material adverse effect on the Company's business,
      financial condition and results of operations.








***Critical
      Accounting Policies***





1.
      REVENUE RECOGNITION


Revenue
      is recognized upon shipment of products to customers because our shipping terms
      are F.O.B. shipping point. And there are generally no rights of return, customer
      acceptance protocols, installation or any other post-shipment obligations.
      All
      of our products are custom built to customer specifications. We provide an
      industry standard one-year limited warranty under which the customer may return
      the defective product for repair or replacement.





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, 2007**




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, 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.





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.








**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 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.





14


**WI-TRON,
      INC.**


**MARCH
      31, 2007**




**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





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








**ITEM
      2. CHANGE IN SECURITIES**





During
      the first quarter ended March 31, 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.




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:
                June 19, 2007
            By:
            /s/
                John C. LeeName:
            John
                C. LeeTitle:
            Chief
                Executive Officer and DirectorDated:
                June 19, 2007
            By:
            /s/
                Tarlochan S. BainsName:
            Tarlochan
                S. BainsTitle:
            Vice
                President and Principal Accounting Officer







16