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 SEPTEMBER 30,
                2007




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





FOR
      THE
      TRANSITION PERIOD FROM ____________ TO _____________




Commission
      File Number 0-21931





WI-TRON,
      INC.


(Exact
      name of small business issuer as specified in its charter)





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





59
      La
      Grange Street


Raritan,
      New Jersey 08869


(Address
      of principal executive offices)





(908)
      253-6870


(Issuer's
      telephone number)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days.
      Yes x No o





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





The
      number of shares outstanding of the Issuer's common stock, $.0001 par value,
      as
      of November 16, 2007 was 36,653,293.





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









WI-TRON,
      INC.


FORM
      10-QSB


NINE
      MONTHS ENDED SEPTEMBER 30, 2007




TABLE
      OF
      CONTENTS




PART
                I -FINANCIAL
                INFORMATIONItem
                1
            Financial
                Statements (Unaudited):Balance
                Sheets
            1-2Statements
                of Operations
            3Statement
                of Cash Flows
            4Statement
                of Changes in Stockholders' Deficiency
            5Notes
                to Financial Statements
            6-11Item
                2
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            12-17Item
                3.
            Controls
                and Procedures
            17PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            18Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            18Item
                3.
            Defaults
                Upon Senior Securities
            18Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            18Item
                6.
            Exhibits
            19Signatures
            
            20Exhibits
            
            21-24











**PART
      I - FINANCIAL INFORMATION**





Item
      1.
      Financial Statements


**WI-TRON,
      INC.**


**BALANCE
      SHEETS**




**ASSETS**
            
            September
                30,
              2007
            
            December
                31,
              2006(Unaudited)
            
            (Reclassified forComparability)**CURRENT
                ASSETS**Cash
            
            $
            -
            
            $
            -Accounts
                receivable, net of allowance for doubtful accounts of $10,000 and
                $1,000
                in 2007 and 2006, respectively
            
            
            1,081
            
            
            25,077Inventories
            
            
            93,698
            
            
            94,587Total
                current assets
            
            
            94,779
            
            
            119,664**PROPERTY
                AND EQUIPMENT - AT COST**Machinery
                and equipment
            
            
            587,276
            
            
            587,276Furniture
                and fixtures
            
            
            43,750
            
            
            43,750Leasehold
                improvements
            
            
            8,141
            
            
            8,141639,167
            
            
            639,167Less
                accumulated depreciation and amortization
            
            
            (628,883
            )
            
            (625,635
            )10,284
            
            
            13,532SECURITY
                DEPOSITS AND OTHER NON-CURRENT ASSETS
            
            
            5,500
            
            
            5,500**TOTAL
                ASSETS**
            
            $
            110,563
            
            $
            138,696




Note:  The
      balance sheet at December 31, 2006 has been derived from the audited financial
      statements at that date but does not include all of the information and
      footnotes required by accounting principles generally accepted in the Unites
      States for complete financial statements.





THE
      ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS




-1-




**WI-TRON,
      INC.**


**BALANCE
      SHEETS**





**LIABILITIES
                AND STOCKHOLDERS' DEFICIENCY**
            
            September 30,2007
            
            December 31,2006(Unaudited)
            
            (Reclassified forComparability)**CURRENT
                LIABILITIES**Overdraft
            
            $
            36,545
            
            $
            36,140Note
                payable in connection with Phoenix investor rescission - in
                default
            
            
            10,000
            
            
            10,000Accounts
                payable
            
            
            246,470
            
            
            142,064Notes
                payable issued in connection with private placement of common stock,
                including accrued interest of $20,515 (2007) and $7,015
                (2006)
            
            
            338,516
            
            
            325,016Accrued
                expenses and other current liabilities
            
            
            197,796
            
            
            195,575Federal
                and state payroll taxes, penalties & interest -
                delinquent
            
            
            205,184
            
            
            1,822Loans
                payable to Tek, Ltd.
            
            
            694,807
            
            
            114,136Loans
                payable - officers
            
            
            150,100
            
            
            150,100Total
                current liabilities, representing total liabilities
            
            
            1,879,418
            
            
            974,853**STOCKHOLDERS'
                DEFICIENCY**


Convertible
                  Preferred stock, Series C authorized 5,000,000shares
                  of $.0001 par value; NIL and 131,000shares
                  issued and outstanding at September 30, 2007and
                  December 31, 2006, respectively, with aliquidation
                  preference of $2 per share (-)
              
              
              -
              
              
              13Common
                  stock - authorized, 100,000,000 shares of $.0001 parvalue;
                  50,028,293 shares and 36,928,293 shares issuedand
                  outstanding at September 30, 2007 andDecember
                  31, 2006, respectively
              
              
              5,003
              
              
              3,694


Additional
                paid-in capital
            
            
            26,005,265
            
            
            25,999,095Accumulated
                deficit
            
            
            (27,779,123
            )
            
            (26,838,959
            )(1,768,855
            )
            
            (836,157
            )$
            110,563
            
            $
            138,696





Note:  The
      balance sheet at December 31, 2006 has been derived from the audited financial
      statements at that date but does not include all of the information and
      footnotes required by accounting principles generally accepted in the Unites
      States for complete financial statements.





THE
      ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS




-2-





**WI-TRON,
      INC.**


**STATEMENTS
      OF OPERATIONS (Unaudited)**


**Nine
      Months Ended September 30**





Three Months Ended September 30
            
            Nine Months Ended September 302007
            
            2006
            
            2007
            
            2006Net
                sales
            
            $
            16,000
            
            
            16,380
            
            $
            72,225
            
            $
            133,910Cost
                of goods soldin
                2002)
            
            
            44,945
            
            
            58,264
            
            
            190,111
            
            
            281,169Gross
                profit (loss)
            
            
            (28,945
            )
            
            (41,884
            )
            
            (117,886
            )
            
            (147,259
            )Operating
                expensesSelling,
                general and administrative, including share- based compensation
                (A)
            
            
            102,923
            
            
            707,502
            
            
            364,476
            
            
            1,121,804Research,
                engineering and development
            
            
            102,050
            
            
            79,011
            
            
            386,209
            
            
            255,353Total
                operating expenses
            
            
            204,973
            
            
            786,513
            
            
            750,685
            
            
            1,377,157Operating
                loss
            
            
            (233,918
            )
            
            (828,397
            )
            
            (868,571
            )
            
            (1,524,416
            )Nonoperating
                income (expenses)Interest
                income and other income
            
            
            -
            
            
            -
            
            
            -
            
            
            3,292Interest
                expense
            
            
            (4,501
            )
            
            (4,501
            )
            
            (13,500
            )
            
            (13,500
            )Federal
                tax penalties and interest
            
            
            (20,362
            )
            
            (406
            )
            
            (56,309
            )
            
            (26,558
            )Settlements
                of accounts payable incurred in prior years
            
            
            -
            
            
            17,629
            
            
            -
            
            
            17,629Loss
                before income taxes.
            
            
            (258,781
            )
            
            (815,675
            )
            
            (938,380
            )
            
            (1,543,553
            )Provision
                for income taxes
            
            
            1,264
            
            
            -
            
            
            1,784
            
            
            625NET
                LOSS.
            
            $
            (260,045
            )
            $
            (815,675
            )
            $
            (940,164
            )
            $
            (1,544,178
            )Net
                loss per share - basic and diluted
            
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.02
            )
            $
            (0.05
            )Weighted
                average number of shares outstanding
            
            
            50,028,293
            
            
            34,318,780
            
            
            49,500,454
            
            
            30,441,082(A) 
                Share-based compensation:included in general and administrative
                expensesOfficers
            
            $
            -
            
            $
            273,365
            
            $
            -
            
            $
            273,365Employees
            
            
            -
            
            
            9,689
            
            
            -
            
            
            24,585Consultants
                (1)
            
            
            -
            
            
            226,250
            
            
            -
            
            
            265,695$
            -
            
            $
            509,304
            
            $
            -
            
            $
            563,645




(1)
                Paid to a (now former) officer/director and an entityowned by him in
                his capacity as a investor/publicrelations consultant




THE
      ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS




-3-


**WI-TRON,
      INC.**


**STATEMENTS
      OF CASH FLOWS (Unaudited)**





Nine Months Ended September 302007
            
            2006Cash
                flows from operating activities:Net
                Loss
            
            $
            (940,164
            )
            $
            (1,544,178
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesDepreciation
                and amortization
            
            
            3,248
            
            
            3,248Provision
                for doubtful accounts
            
            
            9,000
            
            
            (4,740
            )Public/investor
                relations fees paid by issuance of common stock
            
            
            -
            
            
            59,445Additional
                public/investor relations fees pursuant to consulting
                agreement
            
            
            -
            
            
            206,250Restricted
                common stock issued to employee in satisfaction of vacation
                pay
            
            
            -
            
            
            9,918Restricted
                common stock issued on employee options exercise
            
            
            -
            
            
            7,200Amortization
                of share based compensation
            
            
            7,466
            
            
            7,467Officer
                compensation from restricted common stock issued at below
                market
            
            
            -
            
            
            3,200Officer
                compensation arising from options granted/restricted common stock
                issuedpursuant
                to new employment agreement and settlement of officer
                loans
            
            
            -
            
            
            223,879Interest
                accrued on notes payable
            
            
            13,500
            
            
            13,500Restricted
                common stock issued to officer as reimbursement for legal feespaid
                by him in 2003 with Company shares owned by him
            
            
            -
            
            
            46,286Changes
                in assets and liabilitiesAccounts
                receivable
            
            
            14,996
            
            
            7,711Inventories
            
            
            889
            
            
            16,348Prepaid
                expenses and other assets
            
            
            -
            
            
            1,208Delinquent
                federal and state payroll taxes, interest and penalties
            
            
            203,362
            
            
            (76,968
            )Accounts
                payable and accrued expense
            
            
            106,627
            
            
            (162,792
            )Total
                adjustments
            
            
            359,088
            
            
            361,160Net
                cash (used) for operating activities
            
            
            581,076
            
            
            (1,183,018
            )Cash
                flows from financing activities:Change
                in overdraft
            
            
            405Loans
                from Tek, Ltd.
            
            
            580,671
            
            
            -Proceeds
                from shares sold to officer at prices below market
            
            
            -
            
            
            10,000Repayment
                of officer's loans
            
            
            -
            
            
            (76,346
            )Payments
                on Phoenix secured promissory note
            
            
            -
            
            
            (10,000
            )Proceeds
                from private placements of common stock
            
            
            -
            
            
            1,349,000Proceeds
                from exercise of employee stock options
            
            
            -
            
            
            3,000Net
                cash provided by financing activities
            
            
            581,076
            
            
            1,275,654NET
                INCREASE (DECREASE) IN CASH
            
            
            
            
            
            92,636Cash
                at beginning of period
            
            
            -
            
            
            34,998Cash
                at end of period
            
            $
            -
            
            $
            127,634Supplemental
                disclosures of cash flow information:Cash
                paid for:
                      Interest
            
            $
            NIL
            
            $
            NILIncome
                taxes
            
            $
            1,784
            
            $
            625




THE
      ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS




-4-




**WI-TRON,
      INC.**


**STATEMENT
      OF STOCKHOLDERS' DEFICIENCY (Unaudited)**


**Nine
      Months Ended September 30, 2007**




Series C Convertible Preferred
              Stock
            
            Common Stock
            
            Additional
              Paid-In
            
            AccumulatedShares
            
            Par Value
            
            Shares
            
            Par Value
            
            Capital
            
            Deficit
            
            TotalBALANCE
                AT DECEMBER 31, 2006
            
            
            131,000
            
            $
            13
            
            
            36,928,293
            
            $
            3,694
            
            $
            25,999,095
            
            $
            (26,838,959
            )
            $
            (836,157
            )Net
                loss for the quarter ended September 30, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (940,164
            )
            
            (940,164
            )Conversion
                of preferred stock into common stock
            
            
            (131,000
            )
            
            (13
            )
            
            13,100,000
            
            
            1,309
            
            
            (1,296
            )Amortization
                of share based compensation
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            7,466
            
            
            
            
            
            7,466BALANCE
                AT SEPTEMBER 30, 2007
            
            
            -
            
            $
            -
            
            
            50,028,293
            
            $
            5,003
            
            $
            26,005,265
            
            $
            (27,779,123
            )
            $
            (1,768,855
            )





THE
      ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS




-5-




**WI-TRON,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS (UNAUDITED)**


**September
      30, 2007**





NOTE
      A -
      NATURE OF OPERATIONS AND ADJUSTMENTS





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





Recent
      Developments


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





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





Recently
      Issued Accounting Pronouncements :





In
      February, 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities including an amendment of FAS 115, or FAS
      159.
      This statement provides companies with an option to report selected financial
      assets and liabilities at fair value. This statement is effective for fiscal
      years beginning after November 15, 2007 with early adoption permitted. We are
      assessing FAS No. 159 and have not yet determined the impact that the adoption
      of FAS No. 159 will have on our results of operations or financial position,
      if
      any.





In
      September 2006, the FASB issued SFAS No. 158 Employers' Accounting for Defined
      Benefit Pension and Other Postretirement Plans - an Amendment of FASB Statements
      No. 87, 88, 106, and 132(R). This statement requires a company to recognize
      the
      funded status of a benefit plan as an asset or a liability in its statement
      of
      financial position. In addition, a company is required to measure plan assets
      and benefit obligations as of the date of its fiscal year-end statement of
      financial position. The recognition provision of this statement, along with
      additional disclosure requirements, is effective for fiscal years ending after
      December 15, 2006, while the measurement date provision is effective for fiscal
      years ending after December 15, 2008. Management does not believe that adoption
      of this statement will have a material impact on the financial position of
      the
      Company.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the
      definition of fair value, establishes a framework for measuring fair value,
      and
      expands on required disclosures about fair value measurement. SFAS 157 will
      be
      effective for the Company on January 1, 2008 and will be applied prospectively.
      The Company is currently assessing whether adoption of SFAS 157 will have an
      impact on our financial




-6-




**WI-TRON,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS (UNAUDITED)**


**September
      30, 2007**





statements
      but does not believe the adoption of SFAS 157 will have a material impact on
      the
      Company’s financial position, cash flows, or results of operations.





In
      June,
      2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes, an Interpretation of FASB Statement No. 109, Accounting for Income
      Taxes (FIN48), to create a single model to address accounting for uncertainty
      in
      tax positions. FIN 48 clarifies the accounting for income taxes by prescribing
      a
      minimum recognition threshold a tax position is required to meet before being
      recognized in the financial statements. FIN 48 also provides guidance on
      derecognition, measurement, classification, interest, and penalties, accounting
      in interim periods, disclosure and transition. The Company adopted FIN 48 as
      of
      January 1, 2007 and the adoption did not have a material impact to the Company's
      consolidated financial statements or effective tax rate and did not result
      in
      any unrecognized tax benefits.





Interest
      costs and penalties related to income taxes are classified as interest expense
      and general and administrative costs, respectively, in the Company's
      consolidated financial statements. For the nine months ended September 30,
      2007
      and 2006, the Company did not recognize any interest or penalty expense related
      to income taxes. The Company is currently subject to a three year statue of
      limitations by major tax jurisdictions. The Company files income tax returns
      in
      the U.S. federal jurisdiction and New Jersey.




NOTE
      B -
      UNAUDITED INTERIM FINANCIAL INFORMATION




The
      accompanying unaudited financial statements have been prepared in accordance
      with generally accepted accounting principles for interim financial information.
      Accordingly, they do not include all the information and footnotes required
      by
      generally accepted accounting principles for financial statements. For further
      information, refer to the audited financial statements and notes thereto for
      the
      year ended December 31, 2006 included in the Company's Form 10-KSB filed with
      the Securities and Exchange Commission on April 6, 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 nine month periods ended September 30, 2007 and 2006, (b) the
      financial position at September 30, 2007, (c) the statements of cash flows
      for
      the nine month period ended September 30, 2007 and 2006 , and (d) the changes
      in
      stockholders' deficiency for the nine month period ended September 30, 2007
      have
      been made. The results of operations for the three or nine months ended
      September 30, 2007 are not necessarily indicative of the results to be expected
      for the full year.





The
      Company's financial statements have been presented on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. The liquidity of the Company has been
      adversely affected in recent years by significant losses from operations. As
      further discussed in Note F, the Company incurred losses of $940,164 for the
      nine months ended September 30, 2007 and has limited cash reserves. Current
      liabilities exceed cash and receivables by $1,878,337 indicating that the
      Company will have difficulty meetings its financial obligations for
      the




-7-




**WI-TRON,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS (UNAUDITED)**


**September
      30, 2007**





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 well as the Secretary and a Director.
      Additionally, the Company received funds from other private placements and
      used
      restricted common stock, options and warrants to pay officers and consultants
      in
      lieu of cash.




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. Accordingly, the
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts or the amount and
      classification of liabilities or any other adjustments that might be necessary
      should the Company be unable to continue as a going concern in its present
      form.





***Off-balance
      sheet arrangements***


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




NOTE
      C -
      STOCKHOLDERS' EQUITY





1.
            Warrants
                and Options





At
      September 30, 2007, the following 1,370,000 warrants, remained
      outstanding:





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


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


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





At
      September 30, 2007, the Company had employee stock options outstanding to
      acquire 2,900,000 shares of common stock at exercise prices of $0.15 to $.20
      per
      share. These option expire at various dates through January 2016.





2.
            Private
                Placements of Common Stock and
                Debt





In
      August
      2005, the Company completed a private placement of common stock and notes
      payable aggregating 600,000 shares with $336,000 in cash proceeds as of December
      31, 2005. The offering was represented by 6 units at $56,000 each. Each unit
      consists of 100,000 shares of common stock and a $50,000 note payable with
      interest at 6%. A total of 600,000 shares were issued in this offering for
      a
      total of $36,000. The notes, aggregating $300,000, are due upon the earlier
      of
      the Company completing any financing with gross proceeds in excess of
      $1,000,000; or March 1, 2006. Since the Company was unable to repay the notes
      on
      March 1, 2006. The Company requested and all of the investors agreed to a 90
      day
      extension on the notes until June 1, 2006 and again through November 2006.
      The
      Company issued warrants to purchase an aggregate of 600,000 shares of common
      stock exercisable at $.20 per share. These notes remain unpaid at September
      30,
      2007, and the Company may continue to seek further similar




-8-


**WI-TRON,
        INC.**
 **NOTES
        TO FINANCIAL STATEMENTS (UNAUDITED)**
 **September
        30, 2007**


extensions
      on an ongoing basis. No actions have been taken by the note holders to collect
      the balance up to and since September 30, 2007 through the date of this
      filing.





3.  Series
      C Convertible Preferred Stock





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




NOTE
      D -
      LOSS PER SHARE





The
      Company complies with the requirements of the Financial Accounting Standards
      Board issued Statement of Financial Accounting Standards No. 128, "Earnings
      per
      Share" ("SFAS No. 128"). SFAS No. 128 specifies the compilation, presentation
      and disclosure requirements for earnings per share for entities with publicly
      held common stock or potential common stock. Net loss per common share - basic
      and diluted is determined by dividing the net loss by the weighted average
      number of common stock outstanding.





Net
      loss
      per common share - diluted does not include potential common shares derived
      from
      stock options and warrants (see Note C) because they are
      antidilutive.





NOTE
      E -
      LITIGATION





From
      time
      to time, the Company is party to what it believes are routine litigation and
      proceedings that may be considered as part of the ordinary course of its
      business. Except for the proceedings noted below, the Company is not aware
      of
      any pending litigation or proceedings that could have a material effect on
      the
      Company's results of operations or financial condition.





In
      April
      2004, a law firm filed a judgment against the Company in the amount of
      approximately $40,000 in connection with non-payment of legal fees owed to
      it.
      Inasmuch as this is a perfection of an already recorded liability, management
      does not believe that the judgment will have a material impact on the financial
      position of the Company. In March 2005, a settlement was reached whereby the
      Company made a down payment of $2,500 and agreed to pay the balance in 24 equal
      monthly installments of $1,595.




NOTE
      F -
      LIQUIDITY





The
      Company's financial statements are presented on a going concern basis, which
      contemplates the realization of assets and the satisfaction of liabilities
      in
      the normal course of business. The Company has a recent history of significant
      losses and has incurred losses of $940,164 and $1,544,178 for the nine months
      ended September 30, 2007 and 2006, respectively.


-9-


**WI-TRON,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS (UNAUDITED)**


**September
      30, 2007**





Our
      financial condition relies on continuing equity investment until, if ever,
      we
      are successful in commercializing our new product lines and opening up new
      geographic regions. During the first six months of 2007 sales revenues were
      not
      enough to offset operations, SG&A and R&D expenses. Management is
      believes that the merger with Tek, Ltd. will provide liquidity to sustain
      operations and continue research and development. There is no assurance that
      the
      merger will take place or that if it occurs, that it will provide the necessary
      working capital to sustain operations without additional sales. Our failure
      to
      consummate that merger 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.


.


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





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




NOTE
      G -
      OFFICER LOANS




1.  Officer
      Loans and Employment Agreements




As
      of
      September 30, 2007, the Company owes $150,000 to Devendar S. Bains, a former
      Chief Executive Officer for loans and unpaid salaries. These balances are
      non-interest bearing, unsecured, and have no fixed maturity
      date.


-10-


**WI-TRON,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS (UNAUDITED)**


**September
      30, 2007**




2.  Other
      Related Party Transactions


During
      the nine months ended September 30, 2007, Tek, Ltd. made purchases of parts,
      supplies, services and equipment rentals on behalf of the Company for a total
      of
      $35,576 and, as per Note I.1., incurred rent to Tek, Ltd of
      $54,000.




NOTE
      I -
      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 commences on June 1, 2005 and expires
      on May 31, 2008. Tek is holding a security deposit of $5,500 in connection
      with
      this lease.The Company is obligated for minimum annual rental payments as
      follows:




Year
                ending December 312007
            
            $
            18,0002008
            
            
            30,000$
            48,000





Rent
      expense, including the Company's share of real estate taxes, utilities and
      other
      occupancy costs, was  $54,000
      and $51,750 for the nine months ended September 30, 2007 and 2006,
      respectively.





2.  Phoenix
      Opportunity Fund II, L.P.


On
      January 28, 2004, the Company entered into a Subscription Agreement (the
      "Agreement") with Phoenix Opportunity Fund II, L.P. ("Phoenix"), to make certain
      investments in the Company. Due to a dispute among the Parties with respect
      to
      the terms of the loan transaction, the Company and Phoenix agreed to rescind
      their agreement, and the Company agreed to pay Phoenix in settlement, which
      included a $40,000 secured promissory note due March 31, 2005, and bearing
      interest at the rate of eight percent per annum secured by substantially all
      the
      assets of the Company. The Company did not make all of the required payments
      due
      under the Phoenix rescission agreement, and the Company remains currently
      delinquent. The balance due on the note at September 30, 2007 was $10,000.
      As
      yet, no action has been taken by Phoenix concerning this default.





3.  Delinquent
      Federal and State Payroll Taxes


We
      are
      delinquent in paying Federal and State payroll taxes of which we currently
      owe
      $205,184 including accrued interest and penalties.


-11-





**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 nine months ended September 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 May 18,
      2007.


-12-




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





Revenues
      for the nine months ended September 30, 2007 declined by $380 from $16,380
      to
      $16,000, or 2% compared to the nine months ended September 30, 2006. The
      majority of the amplifier sales for the nine months ended September 30, 2007
      were obtained from the Wireless Local Loop amplifier products to a European
      customer.





We
      continue to develop and refine our amplifier products for the wireless
      communications market. We have completed the development of our W CDMA amplifier
      with DSP control, with sales initially targeted at Asian markets. To this end
      product is being submitted to potential customers for evaluation. If we are
      successful, we anticipate production orders and as such we are retaining our
      core production personnel even though the sales of our older products are
      declining.





Cost
      of
      sales was $44,945 or 281% of sales compared to 356% during the same period
      for
      2006. Gross margin for the three months ended September 30, 2007 amounted to
      a
      loss of $(28,945) (181%) compared to a loss of $(41,884) (256%), for the same
      period ended September 30, 2006. The Company is continuing to assess cost
      reduction and is promoting increased product demand to improve gross margins
      in
      ensuing periods.





Selling,
      general and administrative expenses for the nine months ended September 30,
      2007
      decreased by $- to $- (approximately - time sales) from $- (approximately -
      times sales) for the same period in 2006, principally the result of having
      no
      share based compensation in the current quarter and reductions in professional
      fees. In the quarter ended September 30, 2007, we continued to maintain lower
      staffing levels.





Research,
      engineering and development expenses were $102,050 or approximately 6 times
      net
      sales for the nine months ended September 30, 2007 compared to $79,011 or
      approximately 5 times net sales 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 efforts are
      influenced by available funds and the level of effort required by the
      engineering staff on customer specific projects.





Interest
      income was $NIL in 2007 and 2006 because we have not been investing our cash
      balances in interest bearing accounts due to immediate cash flow
      needs.





Interest
      expense was $4,501 for the three months ended September 30, 2007 compared to
      $4,501 the three months ended September 30, 2006 and was principally related
      to
      private placement notes payable in the current year and other convertible notes
      payable in the preceding year..





As
      a
      result of the foregoing, the Company incurred net losses of $(260,045) or
      $(0.01) per share for the quarter ended September 30, 2007 compared with net
      losses of $(815,675) or $(0.02) per share for the same quarter in
      2006.


-13-




**Results
      of Operations - The Nine Months Ended September 30, 2007 Compared to Nine Months
      Ended September 30, 2006.**





Revenues
      for the nine months ended September 30, 2007 declined by $61,685 from $133,910
      to $72,225, or 46% compared to the nine months ended September 30, 2006.





The
      majority of the amplifier sales for the nine months ended September 30, 2007
      were obtained from the Wireless Local Loop amplifier products to a European
      customer.





Cost
      of
      sales was $190,111 or approximately 3 times sales compared to $281,169 or 210%
      of sales during the same period for 2006. The Company is continuing to assess
      cost reduction and is promoting increased product demand to improve gross
      margins in 2007.





Selling,
      general and administrative expenses decreased for the nine months ended
      September 30, 2007 by $(757,328) to $364,476 (including share based compensation
      of $NIL) from $1,121,804 in 2006. Expressed as a multiple of sales, the selling,
      general and administrative expenses were approximately 5.0 times sales in 2007
      and approximately 8 times sales in 2006, principally the result of having no
      share based compensation in the current quarter and reductions in professional
      fees.




Research,
      engineering and development expenses were $386,209 or 535% of net sales for
      the
      nine months ended September 30, 2007 compared to $255,353 or 191% in 2006.
      In
      2007, the principal activity of the business related to the design and
      production of product for OEM manufacturers, particularly for the W-CDMA
      amplifier. The research, engineering and development expenses consist
      principally of salary cost for engineers and the expenses of equipment purchases
      specifically for the design and testing of the prototype products. The Company's
      research and development efforts are influenced by available funds and the
      level
      of effort required by the engineering staff on customer specific
      projects.





The
      Company had other income in 2006 of $3,292. Other income was $NIL in 2007.





Interest
      expense was $13,500 in 2007 compared to $13,500 in 2006 and was principally
      related to private placement notes payable in the current year and other
      convertible notes payable in the preceding year.





As
      a
      result of the foregoing, the Company incurred net losses of $(940,164) or
      $(0.02) per share for the nine months ended September 30, 2007 compared with
      net
      losses of $(1,544,178) or $(0.05) per share for the same period in
      2006.





**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 through the
      sale
      of restricted common stock in private placements and paying officers and
      consultants with restricted common stock, options and warrants in lieu of cash.
      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 September 30, 2007 we had an accumulated deficit of
      $27,779,123. Potential immediate sources of liquidity are private placements
      of
      common stock.





As
      of
      September 30, 2007, our current liabilities exceeded our cash and receivables
      by
      $1,878,337. Our current ratio was 0.05 to 1.00, but our ratio of accounts
      receivable to current liabilities was only NIL to 1.00. This indicates that
      we
      will have difficulty meeting our obligations as they come due. We are carrying
      $93,698 in inventory, of which $26,175 represents component parts. Based on
      year
      to date usage, we are carrying 88 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 to
      realize cash from all of


-14-




our
      existing inventories.





As
      of
      September 30, 2007, we had an overdraft of $36,545 compared to an overdraft
      of
      $36,140 at December 31, 2006. Overall our overdraft decreased $(405) during
      2007. Our cash used for operating activities was $577,026. This year we repaid
      officer loans of $4,050.





Because
      of our small number of customers and low sales volume, accounts receivable
      balances and allowances for doubtful accounts do not reflect a consistent
      relationship to sales. We determine our allowance for doubtful accounts based
      on
      a specific customer-by-customer review of collectible accounts. At September
      30,
      2007 and December 31, 2006 no allowance for doubtful accounts was
      required.





Our
      inventories decreased by $889 to $93,698 in 2007 compared to $94,587 at December
      31, 2006, a decrease of 1%.





The
      Company has a lease obligation for its premises and certain equipment 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.





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 collectible accounts.
      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.


-15-




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 $- of stock-based compensation for
        the
        nine months ended September 30, 2007.
 
 6.
        LOSS
        PER SHARE
 Statement
        of Financial Accounting Standards No.128 (SFAS No. 128), Earnings per Share,
        specifies the computation, presentation and disclosure requirements for earnings
        per share for entities with publicly held common stock or potential common
        stock.
 
 Net
        loss
        per common share - basic and diluted is determined by dividing the net loss
        by
        the weighted average number of shares of common stock outstanding. Net loss
        per
        common share - diluted does not include potential common shares derived from
        stock options and warrants because they are antidilutive.
 
 Recently
        Issued Accounting Pronouncements :
 
 In
        February, 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
        Assets and Financial Liabilities including an amendment of FAS 115, or FAS
        159.
        This statement provides companies with an option to report selected financial
        assets and liabilities at fair value. This statement is effective for fiscal
        years beginning after November 15, 2007 with early adoption permitted. We
        are
        assessing FAS No. 159 and have not yet determined the impact that the adoption
        of FAS No. 159 will have on our results of operations or financial position,
        if
        any.
 
 In
        September 2006, the FASB issued SFAS No. 158 Employers' Accounting for Defined
        Benefit Pension and Other Postretirement Plans - an Amendment of FASB Statements
        No. 87, 88, 106, and 132(R). This statement requires a company to recognize
        the
        funded status of a benefit plan as an asset or a liability in its statement
        of
        financial position. In addition, a company is required to measure plan assets
        and benefit obligations as of the date of its fiscal year-end statement of
        financial position. The recognition provision of this statement, along with
        additional disclosure requirements, is effective for fiscal years ending
        after
        December 15, 2006, while the measurement date provision is effective for
        fiscal
        years ending after December 15, 2008. Management does not believe that adoption
        of this statement will have a material impact on the financial position of
        the
        Company.
 
 In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the
        definition of fair value, establishes a framework for measuring fair value,
        and
        expands on required disclosures about fair value measurement. SFAS 157 will
        be
        effective for the Company on January 1, 2008 and will be applied prospectively.
        The Company is currently assessing whether adoption of SFAS 157 will have
        an
        impact on our financial statements but does not believe the adoption of SFAS
        157
        will have a material impact on the Company’s
 
 -16-
  financial
        position, cash flows, or results of operations.
 
 In
        June,
        2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
        Income Taxes, an Interpretation of FASB Statement No. 109, Accounting for
        Income
        Taxes (FIN48), to create a single model to address accounting for uncertainty
        in
        tax positions. FIN 48 clarifies the accounting for income taxes by prescribing
        a
        minimum recognition threshold a tax position is required to meet before being
        recognized in the financial statements. FIN 48 also provides guidance on
        derecognition, measurement, classification, interest, and penalties, accounting
        in interim periods, disclosure and transition. The Company adopted FIN 48
        as of
        January 1, 2007 and the adoption did not have a material impact to the Company's
        consolidated financial statements or effective tax rate and did not result
        in
        any unrecognized tax benefits.
 
 Interest
        costs and penalties related to income taxes are classified as interest expense
        and general and administrative costs, respectively, in the Company's
        consolidated financial statements. For the nine months ended September 30,
        2007
        and 2006, the Company did not recognize any interest or penalty expense related
        to income taxes. The Company is currently subject to a three year statue
        of
        limitations by major tax jurisdictions. The Company files income tax returns
        in
        the U.S. federal jurisdiction and New Jersey.
  **Item
        3.** **CONTROLS
        AND PROCEDURES**
 
 As
        required by Rule 13a-15(b) under the Securities Exchange Act of 1934
        (the"Exchange Act"), the Company's management, with the participation of
        the
        Company's Chief Executive Officer ("CEO") and the Principal Financial Officer,
        evaluated the effectiveness of the Company's disclosure controls and procedures
        as of the end of the period covered by this report in reaching a reasonable
        level of assurance that the information required to be disclosed by the Company
        in the reports that it files with the Securities and Exchange Commission
        (“SEC”)
        is recorded, processed, summarized and reported within the time period specified
        in the SEC's rules and forms. Based upon that evaluation, the CEO and Principal
        Financial Officer concluded that the Company's disclosure controls and
        procedures were effective as of the end of the period covered by this
        report.
 
 As
        required by Exchange Act Rule 13a-15(d), the Company's management, including
        the
        Chief Executive Officer and Principal Financial Officer, conducted an evaluation
        of the Company's internal control over financial reporting to determine whether
        any changes occurred during the fiscal quarter ended March 31, 2007 that
        have
        materially affected, or are reasonably likely to materially affect, the
        Company's internal control over financial reporting. Based on that evaluation,
        other than the changes reported in the Company's Annual Report on Form 10-KSB
        for the year ended December 31, 2006, which remained in effect during the
        quarter ended September 30, 2007, there were no other changes during such
        quarter.




-17-




**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**


None





**ITEM
      2. CHANGE IN SECURITIES**





During
      the nine months ended September 30, 2007, the Company issued securities as
      follows.





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





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





**ITEM
      3. Defaults Upon Senior Securities.**


We
      are in
      default on payments of principal and interest on the notes payable in connection
      with private placement of notes and common stock in the aggregate principal
      amount of $300,000 and accrued interest of $38,516.





**Item
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**


None.





-18-




**Item
      6. EXHIBITS**





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





31.1
      -
      Certification of the Company's Principal Executive Officer pursuant to Section
      302 of the Sarbanes Oxley Act of 2002.


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


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


32.2
      -
      Certification of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





-19-




**SIGNATURES**





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





WI-TRON,
              INC.Dated:
                November 19, 2007
            By:
            /s/
                John C. LeeName:
            John
                C. LeeTitle:
            Chief
                Executive Officer,Dated:
                November 19, 2007
            By:
            /s/
                Tarlochan S. BainsName:
            Tarlochan
                S. BainsTitle
            Chief
                Financial Officer





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