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, 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)


      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 |_|

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 May 19, 2006 was 31,913,267.

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

<PAGE>

                                  WI-TRON, INC.
                                   FORM 10-QSB
                        THREE MONTHS ENDED MARCH 31, 2006


                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1                  Financial Statements (Unaudited):

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

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

               Statements of Cash Flows..............................4

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

               Notes to Financial Statements......................6-10

Item 2         Management's Discussion and Analysis of Financial
               Condition and Results of Operations...............11-14

Item 3.        Controls and Procedures..............................15


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..........................................16

Item 2.  Change in Securities.......................................16

Signatures..........................................................17

Certifications...................................................18-19

Exhibits.........................................................20-21


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).


<PAGE>


                                          PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                  WI-TRON, INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                            March 31       December 31
ASSETS (Pledged)                                                              2006             2005
                                                                          ------------    ------------
<S>                                                                       <C>             <C>

CURRENT ASSETS
         Cash and cash equivalents                                        $     32,006    $     34,998
         Accounts receivable, net of allowance for doubtful accounts of
           $1,000 and  $702 in 2006 and 2005, respectively                      13,284          21,926
         Inventories                                                           104,548         108,591
         Prepaid expenses and other                                                 --           1,208
                                                                          ------------    ------------

                  Total current assets                                         149,838         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                       (622,389)       (621,306)
                                                                          ------------    ------------
                                                                                16,778          17,861
                                                                          ------------    ------------

SECURITY DEPOSITS AND OTHER NON-CURRENT ASSETS                                   5,500           5,500
                                                                          ------------    ------------

                                                                          $    172,116    $    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>
                                                                                                          (Reclassified for
                                                                                                           comparability to
                                                                                                           current period)
                                                                                           March 31          December 31,
LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                      2006               2005
                                                                                        ---------------    ---------------
<S>                                                                                     <C>                <C>
CURRENT LIABILITIES
         Secured note payable in connection with Phoenix investor
                  rescinded agreement - payment in default                                       20,000             20,000
         Accounts payable                                                                       268,659            280,293
         Notes payable issued in connection with private placement of
                  common stock, including accrued interest of $11,515
                   (2006) and $7,015 (2005)                                                     311,515            307,015
         Accrued expenses and other current liabilities (including
                  delinquent federal payroll taxes, penalties and interest
                           aggregating $101,676  at March 31, 2006 and
                                     $90,752 at December 31, 2005                               247,133            309,998
         Loans payable - officers                                                               408,900            423,200
                                                                                        ---------------    ---------------
                             Total current liabilities representing total liabilities         1,256,207          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 March 31, 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 31,413,267 and 23,338,267 shares issued
                  and outstanding at March 31, 2006  and December 31,
                   2005, respectively                                                             3,141              2,334
         Additional paid-in capital                                                          24,404,636         23,794,954
         Subscriptions receivable - preferred stock                                            (225,000)                --
         Accumulated deficit                                                                (25,266,882)       (24,947,724)
                                                                                        ---------------    ---------------

(1,084,091) (1,150,422)
                                                                                        ---------------    ---------------

                                                                                        $       172,116    $       190,084
                                                                                        ===============    ===============
</TABLE>


Note:  The balance sheet at December 31, 2005 has been derived from the restated
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-
<PAGE>

                                  WI-TRON, INC.
                            STATEMENTS OF OPERATIONS
                           Three Months Ended March 31

                                                       Three Months Ended
                                                            March 31
                                                       2006             2005
                                                   ------------    ------------
Net sales                                          $     40,156    $    142,593
Cost of goods sold                                       65,522         103,408
                                                   ------------    ------------

                  Gross profit (loss)                   (25,366)         39,185
                                                   ------------    ------------

Operating expenses
         Selling, general and administrative            190,444          99,252
         Research, engineering and development           88,811         101,873
                                                   ------------    ------------

                  Operating loss                       (304,621)       (161,940)
                                                   ------------    ------------

Nonoperating income (expenses)
         Other income                                     3,292           3,563
         Interest expense                                (4,500)           (300)
         Federal tax penalties and interest             (12,827)         (3,000)
                                                   ------------    ------------

                  Loss before income taxes             (318,656)       (161,677)

Provision for income taxes                                  500             614
                                                   ------------    ------------

                  NET LOSS                         $   (319,156)   $   (162,291)
                                                   ============    ============

Net loss per share - basic and diluted             $      (0.01)   $      (0.02)
                                                   ============    ============

Weighted average number of shares outstanding        25,071,878      10,376,500
                                                   ============    ============


    The accompanying notes are an integral part of these financial statements

                                       -3-
<PAGE>

                                  WI-TRON, INC.
                            STATEMENTS OF CASH FLOWS
                           Three Months Ended March 31

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31
                                                                               2006         2005
                                                                             ---------    ---------
<S>                                                                          <C>          <C>
Cash flows from operating activities:
Net Loss                                                                     $(319,156)   $(162,291)
                                                                             ---------    ---------
Adjustments to reconcile net loss to net cash used in operating activities
                  Depreciation and amortization                                  1,082        1,747
                  Amortization of share based compensation                       2,489           --
                  (Decrease) increase in allowance for doubtful accounts           298       (4,000)
                  Interest accrued on convertible promissory note                               300
                  Interest accrued on notes payable issued in connection
                           with private placement of common stock                4,500           --
                  Salary deferred, added to officer loans                           --        3,942
                  Changes in assets and liabilities
                           Accounts receivable                                   8,344      (23,436)
                           Inventories                                           4,043      (27,468)
                           Prepaid expenses and other assets                     1,208
                           Customer advances                                        --       10,741
                           Accounts payable and accrued expenses               (74,500)      32,201
                                                                             ---------    ---------
                                    Total adjustments                          (52,536)     (27,455)
                                                                             ---------    ---------
                   Net cash (used) for operating activities                   (371,692)    (189,746)
                                                                             ---------    ---------

Cash flows from investing activities:
                  Net cash provided by investing activities                         --           --
                                                                             ---------    ---------

Cash flows from financing activities:
         Officer loans                                                         (14,300)      (2,200)
         Advances pursuant to financing agreement                                   --       92,000
         Proceeds from sale of common stock                                    383,000           --
                                                                             ---------    ---------
                  Net cash provided by financing activities                    368,700       89,800
                                                                             ---------    ---------

                  DECREASE IN CASH                                              (2,992)     (99,946)

Cash at beginning of period                                                     34,998      122,234
                                                                             ---------    ---------

Cash at end of period                                                        $  32,006    $  22,288
                                                                             =========    =========

Supplemental disclosures of cash flow information:
         Cash paid for: Interest                                             $      --    $      --
                        Income taxes                                         $     500    $     614
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       -4-
<PAGE>

                                  WI-TRON, INC.
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                        Three Months Ended March 31, 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                                                            7,675,000            767
Conversion of preferred stock into common stock                   (4,000)            NIL        400,000             40
Offering costs paid through the issuance of stock options
Amortization of share based compensation
Net loss for March 31 March 31, 2006
                                                            ------------    ------------   ------------   ------------

BALANCE AT MARCH 31, 2006                                        136,000    $         14     31,413,267   $      3,141
                                                            ============    ============   ============   ============

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

                                                                      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                               544,424                        (225,000)        320,191
Conversion of preferred stock into common stock                      (40)
Offering costs paid through the issuance of stock options         62,809                                          62,809
Amortization of share based compensation                           2,489                                           2,489
Net loss for March 31 March 31, 2006                                            (319,158)                       (319,158)
                                                            ------------    ------------   -------------   -------------

BALANCE AT MARCH 31, 2006                                     24,404,636    $(25,266,882)  $    (225,000)  $  (1,084,091)
                                                            ============    ============   =============   =============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       -5-
<PAGE>

                                  WI-TRON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006


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, 2006 and 2005 (b) the
financial  position at March 31, 2006 (c) the  statements  of cash flows for the
three  month  period  ended  March 31,  2006 and 2005 , and (d) the  changes  in
stockholders'  deficiency  for the three month  period ended March 31, 2006 have
been made.  The results of operations  for the three months ended March 31, 2006
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, 2005  included in the  Company's  Form
10-KSB filed with the Securities and Exchange Commission on April 6, 2006.

      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 $319,156 for the
three  months ended March 31, 2006,  has limited cash  reserves  even though its
working capital  improved by $67,414 to a deficiency of  $(1,106,369)  since the
beginning  of the  fiscal  year.  Current  liabilities  still  exceed  cash  and
receivables  by  $1,210,917  indicating  that the Company will have  substantial
difficulty  meetings its  financial  obligations  for the balance of this fiscal
year.  These factors  raise  substantial  doubt as to the  Company's  ability to
continue as a going concern. Recently, operations have been funded by loans from
the  Chief  Executive  Officer  and  costs  have  been cut  through  substantial
reductions in labor and operations.

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-
<PAGE>

                                  WI-TRON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006

NOTE C - STOCKHOLDERS' EQUITY

1.    Warrants and Options

      At March 31, 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 March 31, 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 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.

3. Series C Convertible Preferred Stock

      As of March 31, 2006,  there were 136,000  shares of Series C  Convertible
Preferred Stock  outstanding,  128,000 of which are owned by John Lee, the Chief
Executive  Officer.  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.

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

      On February 8, 20306,  the Company issued 50,000 shares of 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 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.

                                       -7-
<PAGE>

                                  WI-TRON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006

      On March 30,  2006,  a  subscription  agreement  was entered  into with an
individual who is a  public/investor  relations  consultant  whereby the Company
agreed to sell 1,500,000  shares of common stock for gross proceeds of $225,000.
In May, this individual made an additional investment of $110,000 (see Note J).


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 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 $319,156  and $162,291 for the three months
ended March 31, 2006 and 2005, respectively.

      With little remaining 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.

                                       -8-
<PAGE>

                                  WI-TRON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006


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.

    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, 2006,  the Company owes  $345,842 to the Chief  Technology
Officer  (formerly the Chief Executive  Officer) for loans and unpaid  salaries.
The Company also owes other officers an aggregate of $63,058.  These balance are
non-interest bearing, unsecured, and have no fixed maturity dates.

                                       -9-
<PAGE>

                                  WI-TRON, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006

NOTE H - SEGMENT INFORMATION

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


NOTE I - COMMITMENTS

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 31
                   2006                        $    51,750
                   2007                             72,000
                   2008                             30,000
                                               -----------
                                               $   153,750
                                               ===========

      Rent  expense,  including  the  Company's  share  of  real  estate  taxes,
utilities  and other  occupancy  costs,  was  $17,250  and $29,431 for the three
months ended ended March 31, 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 March 31, 2006 was  $20,000.  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.


NOTE J - SUBSEQUENT EVENTS

      On May 4,  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  500,000  shares of
common stock for gross proceeds of $110,000.

      In April 2006,  the Company paid the balance of its payroll tax  liability
incurred  during the first  quarter of 2006 as  follows:  Federal  $49,106;  New
Jersey State $13,710.

                                      -10-
<PAGE>

                                  WI-TRON, INC.
                                 MARCH 31, 2006

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, 2006 Compared to Three
Months Ended March 31, 2005.

Revenues for the three months  ended March 31, 2006  decreased by $102,437  from
$142,593 to $40,156,  or 72%  compared to the three months ended March 31, 2005.
Coupled  with  the  increased   production   costs,  the  first  quarter  losses
significantly increased compared with the first quarter of last year.

The  majority of the  amplifier  sales for the three months ended March 31, 2006
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  $65,522  or 163% of sales  compared  to 73%  during  the same
period for 2005. 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 2006.

Selling,   general   and   administrative   expenses   (excluding   stock  based
compensation)  increased in 2006 by $91,192 to $190,444 from  $99,252,  in 2005.
Expressed as a percentage  of sales,  the  selling,  general and  administrative
(SG&A) expenses  (excluding stock based  compensation) were 474% in 2006 and 70%
in 2005.  Most of the SG&A expenses are 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 $91,192 or 92%. The  principal  factors  contributing  to the
increase  in  selling,  general  and  administrative  expenses  were  related to
regulatory compliance costs.

Research,  engineering and  development  expenses were 221% of net sales for the
three months ended March 31, 2006 compared to 71% in 2005. In 2006 and 2005, 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 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.

We had no appreciable  interest  income in 2006 and 2005 because our excess cash
balances which we have  historically  temporarily  invested in interest  bearing
accounts have been fully depleted.

                                      -11-
<PAGE>

                                  WI-TRON, INC.
                                 MARCH 31, 2006

As a result of the  foregoing,  the Company  incurred  net losses of $319,156 or
$0.01 per share for the three  months  ended  March 31, 2006  compared  with net
losses of $162,291 or $0.02 per share for the same period in 2005.

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,  2006,  we had an
accumulated  deficit of $25,266,882.  Potential  immediate  sources of liquidity
continued to be private placements of common stock.

As of March 31, 2006, our current liabilities  exceeded our cash and receivables
by  $1,210,917.  Our current  ratio was 0.12 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  difficulty  meeting our obligations as they come due. We are carrying
$104,548 in inventory,  of which $42,484 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, 2006, we had cash of $32,006 compared to $34,998 at December 31,
2005.  Overall our cash and cash  equivalents  decreased $2,992 during 2006. Our
cash used for operating  activities was $371,692.  We received the proceeds from
private  placements of equity  securities  of $383,000  during the quarter ended
March 31, 2006.

The allowance for doubtful accounts on trade receivables was $1,000 at March 31,
2006.  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 $4,043 to $104,548 in 2006 compared to $108,591 at
December 31, 2005, a decrease of 4%.

Although the Company did not convert  salaries to officers  through the issuance
of Common Stock since 2002, but it may do so in 2006.

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-
<PAGE>

                                  WI-TRON, INC.
                                 MARCH 31, 2006

With little  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-
<PAGE>

                                  WI-TRON, INC.
                                 MARCH 31, 2006


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 $2,489 of stock-based compensation for the
three months ended March 31, 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.

7. SEGMENT INFORMATION
The Company commenced its wireless Internet  connectivity business in the summer
of  2000.  The  Company  does not  measure  its  operating  results,  assets  or
liabilities by segment.  We presented certain segment  information  representing
sales and inventories  for our amplifier and internet  segments.  However,  this
information is becoming less relevant as we begin to move away from the internet
business  and  concentrate  on our core  competence,  which is in the  amplifier
business.

                                      -14-
<PAGE>

                                  WI-TRON, INC.
                                 MARCH 31, 2006

Item 3. 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 March 31, 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.

      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.

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

      / 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.

      / 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  assitance  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  addtional  monitoring  procedures  by the  Chief
      Financial Officer,  but otherwise have made no substantive  changes to our
      internal controls.

                                      -15-
<PAGE>

                                  WI-TRON, INC.
                                 MARCH 31, 2006

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, 2006, the Company issued  securities as
follows.

      In January 2006, the Company issued to the securities  lawyer for services
non qualified options to purchase 1,000,000 shares at $.20 per share.

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

      On February 8, 2006,  the Company  issued 50,000 shares of 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 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.

      On March 30,  2006,  a  subscription  agreement  was entered  into with an
individual who is a  public/investor  relations  consultant  whereby the Company
agreed to sell 1,500,000 shares of common stock for gross proceeds of $225,000.

      Subsequent  to March 31,  2006,  the  Company  also  issued the  following
securities:

      On May 4,  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  500,000  shares of
common stock for gross proceeds of $110,000.

                                      -16-
<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:  May 19, 2006                 By:    /s/ John C. Lee
                                            ----------------
                                     Name:  John C. Lee
                                     Title: Chief Executive Officer and Director

Dated:  May 19, 2006                 By:    /s/ Jessica Lee
                                            ----------------
                                     Name:  Jessica Lee
                                     Title: Chief Financial Officer and Director

                                      -17-