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, 2006.


|_|   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. Employer
incorporation 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 |_|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      The number of shares outstanding of the Issuer's Common Stock,  $.0001 Par
Value, as of August 11, 2006 was 33,611,047.

      Transitional Small Business Format (check one); Yes |_| No |X|


<PAGE>

                                  WI-TRON, INC.
                                   FORM 10-QSB
                         SIX MONTHS ENDED June 30, 2006

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.                      Financial Statements (Unaudited):

                    Balance Sheets...........................................1-2

                    Statements of Operations...................................3

                    Statement of Cash Flows....................................4

                    Statement of Changes in Stockholders' Deficiency...........5

                    Notes to Financial Statements...........................6-12

Item 2.             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations....................13-19

Item 3.             Controls and Procedures...................................19

Item 6.             Exhibits..................................................20


PART II - OTHER INFORMATION

Item 1.      Legal Proceedings................................................21

Item 2.      Change in Securities.............................................21

Signatures....................................................................22

Certifications

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                  WI-TRON, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
 ASSETS - Pledged                                                                             Reclassified for
                                                                                              comparability to
                                                                             (Unaudited)       current period
                                                                               June 30           December 31
                                                                                2006                 2005
                                                                          ----------------    ----------------
<S>                                                                       <C>                 <C>
CURRENT ASSETS
         Cash                                                             $         38,836    $         34,998
         Accounts receivable, net of allowance for doubtful accounts of
           $1,000 and  $702 in 2006 and 2005, respectively                          86,589              21,926
         Inventories                                                                89,501             108,591
         Prepaid expenses and other                                                 14,577               1,208
                                                                          ----------------    ----------------

                                                   Total current assets            229,503             166,723
                                                                          ----------------    ----------------

PROPERTY AND EQUIPMENT - AT COST
         Machinery and equipment                                                   587,276             587,276
         Furniture and fixtures                                                     43,750              43,750
         Leasehold improvements                                                      8,141               8,141
                                                                          ----------------    ----------------
                                                                                   639,167             639,167
         Less accumulated depreciation and amortization                           (623,472)           (621,306)
                                                                          ----------------    ----------------
                                                                                    15,695              17,861
                                                                          ----------------    ----------------

SECURITY DEPOSITS AND OTHER NON-CURRENT ASSETS                                       5,500               5,500
                                                                          ----------------    ----------------
                                                           TOTAL ASSETS   $        250,698    $        190,084
                                                                          ================    ================
</TABLE>

Note: The balance sheet at December 31, 2005 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-
<PAGE>

                                  WI-TRON, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                       Reclassified for
                                                                                               comparability to
                                                                             (Unaudited)        current period
                                                                               June 30            December 31
                                                                                 2006                 2005
                                                                           ----------------    ----------------
<S>                                                                        <C>                 <C>
CURRENT LIABILITIES
         Secured note payable in connection with Phoenix investor
                  rescinded agreement - payment in default                 $         10,000    $         20,000
         Accounts payable                                                           226,997             280,293
         Notes payable issued in connection with private placement of
                  common stock, including accrued interest of $16,015               316,015             307,015
                  (2006) and $7,015 (2005)
         Accrued expenses and other current liabilities                             166,737             219,246
         Delinquent payroll taxes, penalties & interest -- Note I                    53,635              90,752
         Loans payable - officers                                                   402,900             423,200
                                                                           ----------------    ----------------

                Total current liabilities, representing total liabilities         1,176,284           1,340,506
                                                                           ----------------    ----------------

STOCKHOLDERS' DEFICIENCY

         Convertible Preferred stock, Series C authorized 5,000,000
                  shares of $.0001 par value; 136,000 and 140,000 shares
                  issued and outstanding at June 30, 2006 and
                  December 31,  2005, respectively,  with a liquidation
                  preference of $2 per share ($272,000)                                  14                  14
         Common stock - authorized, 100,000,000 shares of $.0001 par
             value; shares 32,811,047 and 23,338,267 shares issued
             and outstanding at June 30, 2006  and December 31,
             2005, respectively -- Note C                                             3,281               2,334
         Additional paid-in capital                                              24,747,348          23,794,954
         Accumulated deficit                                                    (25,676,229)        (24,947,724)
                                                                           ----------------    ----------------
                                                                                   (925,586)         (1,150,422)
                                                                           ----------------    ----------------

                                                                           $        250,698    $        190,084
                                                                           ================    ================
</TABLE>

Note: The balance sheet at December 31, 2005 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-
<PAGE>


                                  WI-TRON, INC.
                      STATEMENTS OF OPERATIONS (Unaudited)
                       Three and Six Months Ended June 30

<TABLE>
<CAPTION>
                                                      Three Months Ended                Six Months Ended
                                                            June 30                         June 30
                                                     2006            2005            2006            2005
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
Net sales                                        $     77,375         150,785    $    117,529    $    293,377
Cost of goods sold                                    157,383         190,219         222,906         293,627
                                                 ------------    ------------    ------------    ------------

                  Gross profit (loss)                 (80,008)        (39,434)       (105,377)           (250)
                                                 ------------    ------------    ------------    ------------

Operating expenses
         Selling, general and administrative          223,859         109,893         414,301         209,144
         Research, engineering and development         87,531         128,105         176,342         229,978
                                                 ------------    ------------    ------------    ------------
                  Total operating expenses            311,390         237,998         590,643         439,122
                                                 ------------    ------------    ------------    ------------

                  Operating loss                     (391,398)       (277,432)       (696,020)       (439,372)
                                                 ------------    ------------    ------------    ------------

Nonoperating income (expenses)
         Interest income and other income                  --              --           3,292           3,563
         Interest expense                              (4,500)           (300)         (9,000)           (600)
         Tax penalties and interest                   (13,325)         (2,500)        (26,152)         (5,500)
                                                 ------------    ------------    ------------    ------------

                  Loss before income taxes           (409,223)       (280,232)       (727,880)       (441,909)

Provision for income taxes                                125              60             625             674
                                                 ------------    ------------    ------------    ------------

                  NET LOSS                       $   (409,348)   $   (280,292)   $   (728,505)   $   (442,583)
                                                 ============    ============    ============    ============

Net loss per share - basic and diluted           $      (0.01)   $      (0.03)   $      (0.03)   $      (0.04)
                                                 ============    ============    ============    ============

Weighted average number of shares outstanding      31,929,946      10,622,396      28,519,857      10,500,127
                                                 ============    ============    ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      -3-
<PAGE>

                                  WI-TRON, INC.
                      STATEMENTS OF CASH FLOWS (Unaudited)
                            Six Months Ended June 30

<TABLE>
<CAPTION>
                                                                                           Six Months Ended
                                                                                                June 30
                                                                                         2006            2005
                                                                                     ------------    ------------
<S>                                                                                  <C>             <C>
Cash flows from operating activities:
Net Loss                                                                             $   (728,505)   $   (442,583)
                                                                                     ------------    ------------
Adjustments to reconcile net loss to net cash used in operating activities
                  Depreciation and amortization                                             2,166           1,747
                  Provision for doubtful accounts                                          (4,740)         (2,878)
                  Public/investor relations fees  payable by issuable common stock         39,445              --
                  Amortization of share-based compensation                                  4,978
                  Salaries deferred, added to officer loans                                    --           3,942
                  Interest accrued on notes payable - private placement                     9,000             600
                  Changes in assets and liabilities
                           Accounts receivable                                            (59,922)          2,498
                           Inventories                                                     19,090         (42,532)
                           Prepaid expenses and other assets                              (13,369)
                           Customer advances                                                   --          22,008
                           Accounts payable and accrued expense                           (95,888)        (18,125)
                           Delinquent payroll taxes payable                               (37,117)         64,364
                                                                                     ------------    ------------
                                    Total adjustments                                    (136,357)        (12,392)
                                                                                     ------------    ------------
                   Net cash (used) for operating activities                              (864,862)       (454,975)
                                                                                     ------------    ------------

Cash flows from financing activities:
         Repayment of officers' loans                                                     (20,300)         (5,700)
         Proceeds from convertible notes received directly in cash
                   pursuant to Lee financing agreement                                         --         194,745
         Partial payment of Phoenix secured promissory note (Note H)                      (10,000)        (10,000)
         Proceeds from private placement  of common stock                                 899,000         270,000
                                                                                     ------------    ------------
                  Net cash provided by financing activities                               868,700         449,045
                                                                                     ------------    ------------

                  NET INCREASE (DECREASE) IN CASH                                           3,838          (5,930)

Cash at beginning of period                                                                34,998         122,234
                                                                                     ------------    ------------
Cash at end of period                                                                $     38,836    $    116,304
                                                                                     ============    ============

Supplemental disclosures of cash flow information:
         Cash paid for:    Interest                                                  $        NIL    $        NIL
                           Income taxes                                              $        625    $        674
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      -4-
<PAGE>

                                  WI-TRON, INC.
                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
                         Six Months Ended June 30, 2006

<TABLE>
<CAPTION>
                                                                       Series C Convertible
                                                                          Preferred Stock                   Common Stock
                                                                  ------------------------------    -----------------------------
                                                                     Shares          Par Value         Shares         Par Value
                                                                  -------------    -------------    -------------   -------------
<S>                                                               <C>              <C>              <C>             <C>
BALANCE AT DECEMBER 31, 2005                                            140,000    $          14       23,338,267   $       2,334

Private placements of common stock                                                                      8,875,000             887
Conversion of preferred stock into common stock                          (4,000)             NIL          400,000              40
Offering costs paid through the issuance of stock options
Shares issued to employee in satisfaction of vacation pay                                                  40,000               4
Amortization of share based compensation
Public/investor relations fees  payable by issuable common
  stock                                                                                                   157,780              16
Net loss for six months ended June 30, 2006
                                                                  -------------    -------------    -------------   -------------

BALANCE AT JUNE 30, 2006                                                136,000    $          14       32,811,047   $       3,281
                                                                  =============    =============    =============   =============

----------------------------------------------------------------------------------------------------------------------------------

                                                                   Additional
                                                                     Paid-In        Accumulated     Subscriptions
                                                                     Capital          Deficit        Receivable         Total
                                                                  -------------    -------------    -------------   -------------
BALANCE AT DECEMBER 31, 2005                                      $  23,794,954    $ (24,947,724)   $          --   $  (1,150,422)

Private placements of common stock                                      835,304                                           836,191
Conversion of preferred stock into common stock                             (40)                                               --
Offering costs paid through the issuance of stock options                62,809                                            62,809
Shares issued to employee in satisfaction of vacation pay                 9,914                                             9,918
Amortization of share based compensation                                  4,978                                             4,978
Public/investor relations fees  payable by issuable common
  stock                                                                  39,429                                            39,445
Net loss for six months ended June 30, 2006                                             (728,505)                        (728,505)
                                                                  -------------    -------------    -------------   -------------

BALANCE AT JUNE 30, 2006                                             24,747,348    $ (25,676,229)   $          --   $    (925,586)
                                                                  =============    =============    =============   =============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      -5-
<PAGE>

                                  WI-TRON, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2006

NOTE A - NATURE OF OPERATIONS

      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.

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, 2005  included in the  Company's  Form
10-KSB filed with the Securities and Exchange Commission on April 06, 2006.

      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, 2006 and 2005, (b)
the financial  position at June 30, 2006,  (c) the  statements of cash flows for
the six month  period  ended  June 30,  2006 and 2005 , and (d) the  changes  in
stockholders'  deficiency for the six month period ended June 30, 2006 have been
made.  The results of operations for the three or six months ended June 30, 2006
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 $728,505 for the
six months ended June 30, 2006, has improved its working  capital by $227,002 to
a deficiency of $946,781 since the beginning of the fiscal year, but has limited
cash reserves.  Current  liabilities  exceed cash and  receivables by $1,050,859
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.

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.


                                      -6-
<PAGE>

                                  WI-TRON, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2006

NOTE  C  -  STOCKHOLDERS' EQUITY

1.    Warrants and Options

      At June 30, 2006, the following 95,000 warrants, remained outstanding:

      (1)   20,000 exercisable at $1.00 through May 2010
      (2)   75,000 exercisable at $.96 through March 2007

      At June 30, 2006,  the Company had employee  stock options  outstanding to
acquire 1,400,000 shares of common stock at exercise prices of $0.15 to $.20 per
share.

2.    Private Placements of Common Stock and Debt

      In  connection  with the August 10, 2005 private  placement of  restricted
common  stock and notes  there  remains an  unsecured  note  payable  balance of
$300,000,  which  were  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.  These notes remain unpaid at June 30, 2006, and the Company
is seeking a further  extension through October 2006. No actions have been taken
by the note holders to collect the balance up to and since June 30, 2006 through
the date of this filing.

      On March 10, 2006,  the Company  issued  5,550,000  shares of common stock
through a private  offering to  accredited  investors  at $.06 per share  (gross
proceeds of $333,000) pursuant to Regulation D of the Securities Act of 1933, as
amended,  and  Rule 506  promulgated  thereunder.  The  Company's  officers  and
directors directed the sale and received no commissions or other remuneration.

      In March 2006,  the Company  received  gross proceeds of $50,000 ($.08 per
share) from John C. Lee's wife for 625,000 shares of restricted common stock.

3.    Series C Convertible Preferred Stock

      As of June 30,  2006,  there were 136,000  shares of Series C  Convertible
Preferred  Stock  outstanding,  128,000  of which  are  owned by John  Lee,  the
Chairman  of the  Board  of  Directors.  Each  share of the  preferred  stock is
convertible  into 100  shares  of common  stock.  Accordingly,  the  outstanding
preferred  shares,  in the aggregate,  are convertible into 13,600,000 shares of
common stock.

4.    Other Issuances of Common Stock and Related Matters

      In January 2006, the Company issued to the securities lawyer non-qualified
10 year  options to  purchase  1,000,000  shares at $.20 per share for  services
rendered in connection  with  successful  private  placements.  The options were
value at $62,809 and were  charged  against the  proceeds of private  placements
during the quarter ended March 31, 2006.


                                      -7-
<PAGE>

                                  WI-TRON, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2006

      In January 2006,  John Lee and Jessica Lee each converted  2,000 shares of
their preferred stock into 200,000 shares of restricted  common stock (aggregate
of 400,000 shares).

      On February 8, 2006, the Company issued 50,000 shares of restricted common
stock to Eric Popkoff for  consulting  services  pursuant to an  agreement  with
Undiscovered  Equities  Research  Corporation  ("UERC") dated September 23, 2005
($5,850 was charged to operations in 2005).

      In  March  2006,  the  Company's  lawyer  was  issued  200,000  shares  of
restricted  common  stock  which  were  granted in 2005 in  connection  with the
private  placements  of  securities  and  accounted  for  in  the  Statement  of
Stockholders'  Equity as of December 31, 2005  ($26,000 was recorded as offering
costs reducing stockholders' equity in 2005).

      In  March  2006,  the  Company's   lawyer  drafted  an  amendment  to  its
certificate of  designation  for the preferred  shares  whereby the  liquidation
preference  will be  corrected  to be $2 per  preferred  share  rather  than the
incorrect  $750,000  per share in the original  certificate.  The holders of the
preferred  shares have agreed to this  change to be made and the  amendment  was
filed on May 19, 2006.

      Pursuant to a series of  subscription  agreements,  the  Company  received
$435,000 in proceeds from several  issuances of restricted  common stock it made
to an individual who is a public/investor relations consultant as follows:

                       Date            Shares       Gross
                      Issued           Issued      Proceeds
                     --------         ---------   ---------
                     03/30/06         1,500,000   $ 225,000
                     05/04/06           500,000     110,000
                     05/17/06   (A)     400,000     100,000
                                      ---------   ---------
                                      2,400,000   $ 435,000
                                      =========   =========

      (A) Governed by a subscription agreement dated July 18, 2006 for 1,200,000
shares at $.25 per share -- see Note I.

      On May 16, 2006, the Company  issued  300,000 shares of restricted  common
stock to an accredited investor for gross proceeds of $81,000.

      On May 17, 2006,  the Company  issued 40,000  shares of restricted  common
stock to an employee in payment of a previously  accrued  vacation  liability of
$9,918 .

      Net cash proceeds  received by the Company were $899,000 for the first six
months of 2006,  compared to $464,745 during the first six months of 2005. As of
June 30, 2006 the  Company  had  32,811,047  shares of common  stock  issued and
outstanding, compared to 17,778,267 in 2005.

5.    Preferred and Common Stock Restricted under Rule 144
      All preferred shares and all shares referred to as restricted common stock
are  governed  by SEC Rule 144 and  cannot be sold  unless  they are  registered
pursuant to the Securities Act of 1933, as amended,  or if such sale is pursuant
to a valid exemption from registration.


                                      -8-
<PAGE>

                                  WI-TRON, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2006

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 approximately $1,600.


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 $728,505 and $442,583 for the six
months ended June 30, 2006 and 2005, respectively.

      During the three months ended June 30, 2006, the Company increased efforts
to improve  sales of its legacy  products  and to gain new sales for current and
future products, which are in various stages of development. The Company also is
working  towards  the  establishment  of a  Wi-Tron  subsidiary  in  China.  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 months of 2006 sales revenues were not
enough to offset operations, SG&A and R&D expenses.


                                      -9-
<PAGE>

                                  WI-TRON, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2006


      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.

      Now,  under new  management,  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 intends 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,  2006,  the Company owes  $345,842 to Devendar S. Bains,  a
former Chief Executive  Officer for loans and unpaid salaries.  The Company also
owes other  officers an aggregate of $57,058.  These  balances are  non-interest
bearing, unsecured, and have no fixed maturity date. During the six months ended
June 30, 2006, the Company repaid $20,300 to officers.

      On June 27, 2005, the Board of Directors resolved to enter into settlement
agreements with Devendar S. Bains and Tarlochan S. Bains to settle the liability
for unpaid salaries as follows:

Devendar S. Bains - (as verbally  amended on August 14, 2006) in  settlement  of
the liability for accrued and unpaid salaries, the Company shall

      a.    issue a  three-year  warrant for the  purchase of  1,000,000  shares
            common stock exercisable at $.20 per share (the "Warrant");
      b.    pay the amount of  $200,000 in full  settlement  of the debt due him
            from the  Company,  payable  in  quarterly  installments  of $50,000
            starting September 30, 2006 through June 30, 2007;
      c.    cancel 250,000 warrants for each $50,000 quarterly installment paid;
      d.    provide the right to exercise the warrants  periodically  in lieu of
            receiving the quarterly cash payments;
      e.    offer continued employment with the Company through June 30, 2007 at
            a salary of $80,000 per year and;
      f.    offer a 2 year consulting agreement for $60,000 per year, commencing
            on or around July 1, 2007,  immediately  following  the last $50,000
            quarterly payment.

Devendar S. Bains owns 1,050,000 stock options that have been extended until May
2008, and are otherwise not affected by this settlement.

      Tarlochan S. Bains - in settlement of the liability for accrued and unpaid
salaries,  the Company shall (a) issue a three-year  warrant for the purchase of
1,000,000 shares of common stock  exercisable at $.20 per share (b) enter into a
three-year  employment  agreement  at $80,000  per year,  and (c) issue  500,000
employee stock options pursuant to the Plan, of which 166,667 will vest per year
for three years and be exercisable at $.20 per share.


                                      -10-
<PAGE>

                                  WI-TRON, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2006

      Neither  the  Warrants  nor the Options  described  above have as yet been
issued,  nor have the Employment  Agreements been executed and signed.  However,
the  settlement  of the  liability to Devendar S. Bains was  memorialized  in an
agreement  dated  April  12,  2006.  As some of the terms of the  agreement  are
presently under  re-negotiation and the warrants have not been issued, all debts
owing  to these  parties  at the time of the  agreement  and for any  subsequent
salary accruals remain on the Company's books as unpaid,  and no effect has been
given to the proposed issuance of the warrants.

2.    Other Related Party Transactions
      As of June 30, 2006, accounts payable includes $28,560 due to Tek, Ltd., a
company wholly owned by John C. Lee.  During the six months ended June 30, 2006,
Tek, Ltd. made purchase of parts on behalf of the Company for a total of $5,443.

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 31
                       2006                      $ 34,500
                       2007                        72,000
                       2008                        30,000
                                                 --------
                                                 $136,500
                                                 ========

      Rent  expense,  including  the  Company's  share  of  real  estate  taxes,
utilities and other occupancy  costs, was $34,500 and $51,387 for the six months
ended June 30, 2006 and 2005, 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,  2006 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.


                                      -11-
<PAGE>

                                  WI-TRON, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2006

NOTE I - SUBSEQUENT EVENTS

1.    Stock Subscriptions
      On July 18,  2006,  a  subscription  agreement  was  entered  into with an
individual who is a  public/investor  relations  consultant (the same individual
discussed in Note C.4) whereby the Company  agreed to sell  1,200,000  shares of
common stock for gross  proceeds of $300,000.  Of this  subscription  agreement,
$100,000  was  received in June 2006 and  $200,000  was received in August 2006.
Additionally,  during the quarter  ended June 30,  2006,  the Company  agreed to
issue this individual 157,780 shares as compensation to him for  public/investor
relations  services  valued at $39,445,  resulting in a charge to operations for
the period then ended.

2.    Satisfaction of Delinquent Federal Payroll Taxes Payable
      In July 2006, all delinquent federal payroll taxes, interest and penalties
approximating $22,000 were paid in full.

3.    Settlement of Loans Payable to Devendar S. Bains
      On  August  14,  2006,  Devendar  S.  Bains  verbally  agreed to amend the
settlement agreement (Note G.1.) by

      a.    accepting the amount of $200,000 in full  settlement of the debt due
            him from the Company,  payable in quarterly  installments of $50,000
            starting September 30, 2006 through June 30, 2007;
      b.    agreeing to the  cancellation  of 250,000  warrants for each $50,000
            quarterly  installment  paid; c. accepting the right to exercise the
            warrants  periodically  in  lieu of  receiving  the  quarterly  cash
            payments;
      d.    accepting  continued  employment  with the Company  through June 30,
            2007 at a salary of $80,000 per year and;
      e.    accept  a  2  year  consulting   agreement  for  $60,000  per  year,
            commencing on or around July 1, 2007, immediately following the last
            $50,000 quarterly payment.


                                      -12-
<PAGE>

                                  WI-TRON, INC.

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.


                                      -13-
<PAGE>

                                  WI-TRON, INC.

This new team,  led by Mr. Joe  Nordgaard  (CEO) is beginning to grow  Wi-Tron's
customer base through sales of legacy  systems while  simultaneously  developing
cutting  edge  technological  designs  for near and long  term  sales  growth to
leverage into a growing $2 billion a year amplifier market.

PLANS FOR IMPROVING RESULTS OF OPERATIONS
Purpose:  To  grow  revenues  and  profits  by  continuously  outperforming  the
competition in developing,  manufacturing  and selling  high-value,  high-demand
wireless technology products.

Method:  Initially,  Wi-Tron will work 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.  Wi-Tron
intends to build  partnership  and marketing  strengths  from a series of design
platforms - some of which have already have been  developed - in order to expand
our market opportunities across technologies, frequency bands and power ranges.

Corporate  Strategy - Develop,  manufacture and sell the most advanced amplifier
products in the world,  which will give Wi-Tron a lead-time to market  advantage
against the largest names in the  industry.  Wi-Tron's  new  amplifiers  already
under  development are key components in achieving power  efficient,  high voice
quality, high speed data, video and streaming video transmissions to hundreds of
millions of wireless customers spread across the world.

The  development  team is building  strength  through a series of product design
platforms - some of which have already have been  developed - in order to expand
the market  opportunity across  technologies,  frequency bands and power ranges.
These products are in great demand by wireless  service  providers and equipment
vendors  around  the world.  Wireless  operators  will  benefit  from  Wi-Tron's
products.

Current  Sales:  Wi-Tron has a proven design  library;  patents (first in Analog
Pre-Distortion  techniques);  over  10  years  experience  custom  designing  RF
amplifiers; manufacturing experience.

Future  sales:  Wi-Tron  is  exploiting  many  opportunities  by  developing  RF
amplifier  technology  for the  second,  third and  fourth  generation  wireless
telecommunications  systems. Wi-Tron is already developing advanced RF amplifier
designs that increase  power and frequency  efficiency  and resolving key issues
relating to the ever increasing need for more complex  broadband,  multi-channel
solutions.   Wi-Tron  has  assembled  an  engineering   team  to  address  these
opportunities at the cutting edge of advance RF Amplifier design, where both the
greatest  demand and the greatest  opportunity  to gain  market-share  with high
margin solutions exist.

Results of  Operations - The Three Months Ended June 30, 2006  Compared to Three
Months Ended June 30, 2005.

Revenues  for the three  months  ended June 30, 2006  declined  by $73,410  from
$150,785 to $77,375,  or 49%  compared to the three  months ended June 30, 2005.
The sales decreases were primarily in amplifiers.  The majority of the amplifier
sales for the three months ended June 30, 2006 were  obtained  from the Wireless
Local Loop amplifier products to a major European customer.  Sales of amplifiers
were 100% of total sales compared to 94% of total sales for the same period last
year. The Ampwave high speed wireless Internet products and broadband  solutions
accounted  for  approximately  6% of total sales for the three months ended June
30, 2005.


                                      -14-
<PAGE>

                                  WI-TRON, INC.

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  $157,383  or 203% of sales  compared  to 126% during the same
period for 2005.  Gross margin for the three months ended June 30, 2006 amounted
to a loss of $(80,008) ((103)%) compared to a loss of $(39,434) ((26)%), for the
same period ended June 30, 2005. 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 2006.

Selling,  general and  administrative  expenses increased in 2006 by $113,966 to
$223,859 from $109,893 in 2005. Expressed as a percentage of sales, the selling,
general  and  administrative  expenses  were  289% in 2006 and 73% in 2005.  The
principal  factors  contributing  to  the  increase  of  selling,   general  and
administrative expenses were increased expenses to attend sales related meetings
and events;  and costs  associated with  preparations for setting up our planned
subsidiary in China.

Research, engineering and development expenses were $87,531 or 113% of net sales
for the three  months  ended June 30,  2006  compared  to $128,105 or 85% of net
sales in 2005. In 2006,  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 2006 and 2005 because we have not been investing our
cash balances in interest bearing accounts due to immediate cash flow needs.

Interest expense was $9,000 in 2006 compared to $600 in 2005 and was for accrued
interest  on  other  promissory  notes  issued  in  connection  with  a  private
placement.


As a result of the  foregoing,  the Company  incurred  net losses of $409,348 or
$0.01 per share for the quarter  ended June 30, 2006 compared with net losses of
$280,292 or $0.03 per share for the same quarter in 2005.

Results of  Operations  - The Six Months  Ended June 30,  2006  Compared  to Six
Months Ended June 30, 2005.

Revenues  for the six months  ended June 30,  2006  declined  by  $175,848  from
$293,377 to $117,529, or 60% compared to the six months ended June 30, 2005.

The majority of the amplifier  sales for the six months ended June 30, 2006 were
obtained from 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.


                                      -15-
<PAGE>

                                  WI-TRON, INC.

Cost of sales was $222,906 or nearly 190% of sales  compared to $293,627 or 100%
of sales  during the same  period  for 2005.  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 2006.

Selling,  general and  administrative  expenses increased in 2006 by $205,157 to
$414,301  from  $209,144,  in 2005.  Expressed  as a  percentage  of sales,  the
selling,   general   and   administrative   expenses   (excluding   stock  based
compensation)  were  353%  in  2006  and  71% in  2005.  The  principal  factors
contributing  to the decrease in selling,  general and  administrative  expenses
were increased expenses related to raising financial capital; expenses to attend
sales related meetings and events;  and costs  associated with  preparations for
setting up our planned subsidiary in China.

Research,  engineering  and  development  expenses  were $176,342 or 150% of net
sales for the six months  ended June 30,  2006  compared  to  $229,978 or 78% in
2005. In 2006, 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 2006 and because we have not been investing our cash
balances in interest bearing accounts due to immediate cash flow needs.

As a result of the  foregoing,  the Company  incurred  net losses of $728,505 or
$0.03 per share for the six months ended June 30, 2006  compared with net losses
of $442,583 or $0.04 per share for the same period in 2005.


                                      -16-
<PAGE>

                                  WI-TRON, INC.

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, 2006 we had an accumulated  deficit of $25,676,229.
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, 2006, our current  liabilities  exceeded our cash and receivables
by  $1,050,859.  Our current  ratio was 0.20 to 1.00,  but our ratio of accounts
receivable to current  liabilities was only 0.11 to 1.00. This indicates that we
will have  difficulty  meeting our obligations as they come due. We are carrying
$89,501 in inventory, of which $30,776 represents component parts. Based on year
to date usage, we are carrying 145 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,  2006,  we had cash of $38,836  compared to an cash of $34,998 at
December 31, 2005.  Overall our cash  increased  $(3,838)  during 2006. Our cash
used for operating  actives was  $864,862.  This year we repaid loans of $20,300
and deferred salary payments to  officer/stockholders  of $NIL. We also received
proceeds from private placements of $899,000.

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 $19,090 to $89,501 in 2006 compared to $108,591 at
December 31, 2005, a decrease of 18%.

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.


                                      -17-
<PAGE>

                                  WI-TRON, INC.

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.

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:

o     Any obligation under certain guarantee contracts;
o     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;
o     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
o     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.


                                      -18-
<PAGE>

                                  WI-TRON, INC.

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.

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, 2006.

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

(a)   Evaluation of Disclosure Controls and Procedures:

      1.    Management is responsible for establishing and maintaining  adequate
      disclosure controls and procedures.

      2. WI-TRON, INC. carried out an evaluation, under the supervision and with
      the  participation  of the Company's  management,  including the Company's
      Chief  Executive  Officer  and  the  Chief  Financial   Officer,   of  the
      effectiveness  of the design and  operation  of the  Company's  disclosure
      controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based upon
      that  evaluation,  the chief  Executive and Principal  Accounting  Officer
      concluded that the Company's  disclosure  controls and procedures were not
      effective both as of June 30, 2006 and the date of this filing,  in timely
      alerting  him to  material  information  required  to be  included  in the
      Company's  periodic SEC filings  relating to the Company.  Our conclusions
      regarding the deficiencies appear in the next item.


                                      -19-
<PAGE>

                                  WI-TRON, INC.

      3.    Our  controls  relating to disclosure and related  assertions in the
      financial  statements,   particularly  in  the  area  of  non-routine  and
      non-systematic transactions were not adequate.

      4.    We had particular  difficulty in recording  transactions  related to
      stockholders'  equity  and  tracking  and  recording  related  charges  to
      operations.

      5.    We  found that our ability to track our inventory  quantities and to
      correctly  apply  complex  pricing  calculations  to  finished  goods  and
      work-in-progress  is  inadequate  and resulted in  substantial  additional
      adjustments. Furthermore, we discovered that lower of cost or market tests
      were not adequately applied.

      6.    Although  we  produced  our  financial  statements  and Form  10-QSB
      without outside  assistance for the current  quarter,  we believe that for
      subsequent  quarters  of the  current  year  we may  need  to  engage  the
      assistance of a third party  financial  accounting  consulting firm as our
      transactions,  particularly in the area of  stockholders'  equity,  become
      more complex.

(b)   Changes in Internal Controls Over Financial Reporting:

      1.    We have  instituted  additional  monitoring  procedures by the Chief
      Financial Officer,  but otherwise have made no substantive  changes to our
      internal controls.

Item 6. EXHIBITS

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

*     31.1 - Certification  of the  Company's  Chief  Executive  and  Principal
      Accounting Officer 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 Chief Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.
*     32.1 - Certification  of the  Company's  Chief  Executive  and  Principal
      Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.
*     32.2 - Certification of Chief Financial Officer pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.


                                      -20-
<PAGE>

                                  WI-TRON, INC.

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 three months ended June 30, 2006,  the Company  issued  securities as
follows.

      Pursuant to a series of  subscription  agreements,  the  Company  received
$210,000 in proceeds from several  issuances of restricted  common stock it made
to an individual who is a public/investor relations consultant as follows:

                        Date            Shares     Gross
                       Issued           Issued    Proceeds
                      --------         --------   --------
                      05/04/06          500,000   $110,000
                      05/17/06   (A)    400,000    100,000
                                       --------   --------
                                        900,000   $210,000
                                       ========   ========

      (A) Governed by a subscription agreement dated July 18, 2006 for 1,200,000
shares at $.25 per share.

      On May 16, 2006, the Company  issued  300,000 shares of restricted  common
stock to an accredited investor for gross proceeds of $81,000.

      On May 17, 2006,  the Company  issued 40,000  shares of restricted  common
stock to an employee in payment of an previously  accrued vacation  liability of
$9,918 .

      Subsequent  to June 30,  2006,  the  Company  also  issued  the  following
securities:

      On July 18,  2006,  a  subscription  agreement  was  entered  into with an
individual who is a  public/investor  relations  consultant (the same individual
discussed in Note C.4) whereby the Company  agreed to sell  1,200,000  shares of
common stock for gross  proceeds of $300,000.  Of this  subscription  agreement,
$100,000  was  received in June 2006 and  $200,000  was received in August 2006.
Additionally,  during the quarter  ended June 30,  2006,  the Company  agreed to
issue this individual 157,780 shares as compensation to him for  public/investor
relations  services  valued at $39,445,  resulting in a charge to operations for
the period then ended.


                                      -21-
<PAGE>

                                   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:  August 14, 2006                     By:    /s/  Joe Nordgaard
                                                   -----------------------------
                                            Name:  Joe Nordgaard
                                            Title: Chief Executive Officer,


Dated:  August 14, 2006                     By:    /s/  Jessica Lee
                                                   -----------------------------
                                            Name:  Jessica Lee
                                            Title: Chief Financial Officer


                                      -22-