M Wise 10QSB 2007 Q1 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB

(Mark One)

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2007

o Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _______________________ to ________________

Commission File Number 333-106160

m-Wise, Inc.

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

Delaware	11-3536906
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3 Sapir Street, Herzeliya Pituach, Israel 46852

(Address of principal executive offices)

+972-73-2620000

(Issuer's telephone number, including area code)

All Correspondence to:

Arthur S. Marcus, Esq.

Gersten Savage LLP

600 Lexington Avenue, 9^th Floor

New York, New York 10022

(212) 752-9700

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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

The number of shares outstanding of the issuer's common stock, as of May 14, 2007 was 136,523,990.

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

m-Wise, INC.

TABLE OF CONTENTS

	Page

PART I
FINANCIAL INFORMATION

Item 1.	Financial Statements
	Unaudited Balance Sheet as of March 31, 2007	2
	Unaudited Statements of Operations for the Three Months Ended March 31, 2007 and 2006	3
	Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006	5
	Notes to Unaudited Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Controls and Procedures	22

PART II
OTHER INFORMATION

Item 1	Legal Proceedings	23
Item 2	Changes in Securities and Small Business Issuer Purchases of Equity Securities	23
Item 3	Defaults upon Senior Securities	23
Item 4	Submission of Matters to a Vote of Security Holders	23
Item 5	Other Information	23
Item 6	Exhibits and Reports on Form 8-K	23

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

m-Wise, Inc. and Subsidiary

CONSOLIDATED FINANCIAL STATEMENTS

QUARTERS ENDED MARCH 31, 2007 AND 2006

UNAUDITED

CONTENTS


Consolidated Balance Sheets	1

Consolidated Statements of Operations	2

Consolidated Statements of Stockholders' Deficit	3

Consolidated Statements of Cash Flows	4

Notes to Consolidated Financial Statements	5 - 21

m-Wise, Inc. and Subsidiary

Consolidated Balance Sheets

March 31, 2007 and 2006

Unaudited

	2007			2006
ASSETS
Current
Cash and cash equivalents	$	143,435		$	20,239
Accounts receivable - trade (net of allowance for doubtful accounts of $126,906; 2006 - $63,952)		486,264			330,452
Prepaid and sundry assets		52,550			14,235
Loan receivable (note 3)		20,000			-

Total Current Assets		702,249			364,926

Long-term Prepaid Expenses		14,849			17,658
Equipment (note 4)		95,257			155,887
Deferred Financing Fees		9,481			22,109

Total Long-term Assets		119,587			195,654

Total Assets	$	821,836		$	560,580

LIABILITIES
Current
Trade accounts payable	$	29,800		$	77,019
Other payables and accrued expenses		946,894			1,004,375
Advances from shareholder (note 5)		377,423			450,484
Billings in excess of costs on uncompleted contracts		-			163,800

Total Current Liabilities		1,354,117			1,695,678
Accrued Severance Pay (note 6)		46,953			57,202

Total Liabilities		1,401,070			1,752,880

STOCKHOLDERS' DEFICIT
Capital Stock (note 7)		225,803			214,344
Paid-in Capital		10,165,060			9,619,964
Accumulated Deficit		(10,970,097	)		(11,026,608	)

Total Stockholders' Deficit		(579,234	)		(1,192,300	)

Total Liabilities and Stockholders' Deficit	$	821,836		$	560,580

(The accompanying notes of the consolidated financial statements is an integral part of these statements)

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m-Wise, Inc. and Subsidiary

Consolidated Statements of Operations

Quarters Ended March 31, 2007 and 2006

Unaudited

	2007			2006

Net Sales	$	478,866		$	253,783

Cost of Sales		59,110			12,947

Gross Profit		419,756			240,836

Expenses
General and administrative		355,011			262,518
Research and development		189,586			135,377
		544,597			397,895

Loss from operations		(124,841	)		(157,059	)

Other expenses
Financial		9,194			230,058

Net Loss after income taxes	$	(134,035	)	$	(387,117	)

Basic and Fully Diluted Loss Per Share (note 7)	$	0.00			0.00

Basic Weighted Average Number of Shares		131,652,883			116,868,131

(The accompanying notes of the consolidated financial statements is an integral part of these statements)

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m-Wise, Inc. and Subsidiary

Consolidated Statements of Stockholders' Deicit

Quarters ended March 31, 2007 and 2006

Unaudited

	Common Shares
					Additional
					Paid in			Accumulated
	Number		Amount		Capital			Deficit
Balance, January 1, 2006		113,514,158	$	192,974	$	7,399,394		$	(10,639,491	)

Conversion of note payable		12,400,448		21,081		2,160,057			-

Exercise of stock options		169,871		289		(18	)		-

Net loss		-		-		(387,117	)		-

Shares issued for employee
services		-		-		60,531			-
Balance, March 31, 2006		126,084,477	$	214,344	$	9,619,964		$	(11,026,608	)

Balance, January 1, 2007		128,902,659	$	219,135	$	9,981,686		$	(10,836,062	)

Share issuance pursuant to Equity
Financing Agreement		1,062,600		1,806		139,612			-

Exercise of stock options		2,859,646		4,862		-			-

Options vested for employee
services		-		-		-			43,762

Net loss		-		-		-			(134,035	)

Balance, March 31, 2007		132,824,905	$	225,803	$	10,165,060		$	(10,970,097	)

(The accompanying notes of the consolidated financial statements is an integral part of these statements)

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m-Wise, Inc. and Subsidiary

Consolidated Statements of Cash Flows

Quarters Ended March 31, 2007 and 2006

Unaudited

	2007			2006
Cash Flows from Operating Activities
Net loss	$	(134,035	)	$	(387,117	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation		16,390			26,764
Wages and salaries paid by options		-			271
Exercise of stock options		4,862			-
Financing fees paid by issuance of shares		-			222,104
Employee options vested		43,762			60,531
		(69,021	)		(77,447	)
Net changes in assets and liabilities
Accounts receivable - trade		32,648			(177,418	)
Loan receivable		(20,000	)		-
Prepaid and sundry assets		70,625			(3,336	)
Trade accounts payable		5,811			(17,885	)
Other payables and accrued liabilities		21,372			7,810
Billings in excess of costs on uncompleted contracts		-			150,000
Long-term prepaid expenses		4,016			4,639
Deferred financing fees		3,157			3,157
Accrued severance pay		11,078			(1,269	)

Net Cash Provided by (Used in) Operating Activities		59,686			(111,749	)

Cash Flows from Investing Activities
Acquisition of equipment		(543	)		(16,736	)

Net Cash Used in Investing Activities		(543	)		(16,736	)

Cash Flows from Financing Activities
Advances from shareholder		(58,948	)		159,219
Sale of common shares under Equity Financing agreement		141,418			-
Bank indebtedness - net		(3,250	)		(11,068	)

Net Cash Provided by Financing Activities		79,220			148,151

Net Increase in Cash and Cash Equivalents		138,363			19,666

Cash and Cash Equivalents - Beginning of Period		5,072			573

Cash and Cash Equivalents - End of Period	$	143,435		$	20,239

Interest and Income Taxes Paid

During the quarter, the company had no cash flows arising
from income taxes and interests paid as follows:

Interest paid	$	143		$	1,002

Income taxes	$	-		$	-

(The accompanying notes of the consolidated financial statements is an integral part of these statements)

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

1.	Description of Business and Going Concern

Description of Business

m-Wise Inc. (the "Company") is a Delaware corporation which develops interactive messaging platforms for mobile phone-based commercial applications, transactions and information services with internet billing capabilities.

The Company's wholly-owned subsidiary, m-Wise LTD., is located in Israel and was incorporated in 2000 under the laws of Israel.

Going Concern

The Company's consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced recurring losses since inception, has negative cash flows from operations with negative working capital that raise substantial doubt as to its ability to continue as a going concern. For the year ended March 31, 2007, the Company experienced net losses of $134,035 (2006 - $387,117) and working capital deficit of $651,868 (2006 - $1,330,752).

The Company is in an industry where operational fluctuation is usually higher than other ordinary industries. The accompanying financial statements reflect management's current assessment of the impact to date of the economic situation on the financial position of the Company. Actual results may differ materially from management's current assessment.

The Company's ability to continue as a going concern is also contingent upon its ability to secure additional financing, continuing sale of its products and attaining profitable operations.

The Company is pursuing additional financing, but there can be no assurance that the Company will be able to secure financing when needed or obtain financing on terms satisfactory to the Company, if at all.

The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

2.	Summary of Significant Accounting Policies

The accounting policies of the Company are in accordance with U.S. generally accepted accounting principles, and their basis of application is consistent with that of the previous year. Outlined below are those policies considered particularly significant:

Reporting Currency

A majority of the Company's revenues are generated in U.S. dollars. In addition, a substantial portion of the Company's costs are incurred in U.S. dollars. Management has determined that the U.S. dollar will be used as the Company's functional and reporting currency.

Basis of Consolidation

The consolidated financial statements include the operations of m-Wise Inc. and its wholly-owned subsidiary. Intercompany's balances and transactions have been eliminated.

Deferred Financing Fees

Deferred financing fees relate to a non-interest bearing credit line facility of $500,000 provided by a shareholder as disclosed in note . The overdraft from the credit facility is non-interest bearing and there are no covenants with which the Company will need to comply. The credit line facility has no expiration date and management expects to retain the facility for a period of at least five years. Accordingly, the fees are being amortized using the straight-line method over five years.

Equipment and Depreciation

Equipment is stated at cost. Depreciation is based on the estimated useful lives of the assets and is provided using the undernoted annual rates and methods:

Furniture and equipment	6-15%	Straight line
Computer equipment	33%	Straight line
Leasehold improvements	Straight line over the term of the lease.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

2.	Summary of Significant Accounting Policies (cont'd)

Revenue Recognition

The Company generates revenues from product sales, licensing, customer services and technical support.

Revenues from products sales are recognized on a completed-contract basis, in accordance with Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB No. 101"), Statement of Position 97-2 "Software Revenue Recognition" and Statement of Position 81-1 "Accounting for Performance of Construction-Type and Certain Production-Type Contracts". The Company has primarily short-term contracts whereby revenues and costs in the aggregate for all contracts is expected to result in a matching of gross profit with period overhead or fixed costs similar to that achieved by use of the percentage-of-completion method. Accordingly, financial position and results of operations would not vary materially from those resulting from the use of the percentage-of-completion method. Revenue is recognized only after all three stages of deliverables are complete; installation, approval of acceptance test results by the customer and when the product is successfully put into real-life application. Customers are billed, according to individual agreements, a percentage of the total contract fee upon completion of work in each stage; approximately 40% for installation, 40% upon approval of acceptance tests by the customer and the balance of the total contract price when the software is successfully put into real-life application. The revenues, less its' associated costs, are deferred and recognized on completion of the contract and customer acceptance. Amounts received for work performed in each stage are not refundable.

On-going service and technical support contracts are negotiated separately at an additional fee. The technical support is separate from the functionality of the products, which can operate without on-going support.

Technology license revenues are recognized in accordance with SAB No. 101 at the time the technology and license is delivered to the customer, collection is probable, the fee is fixed and determinable, a persuasive evidence of an agreement exists, no significant obligation remains under the sale or licensing agreement and no significant customer acceptance requirements exist after delivery of the technology.

Revenues relating to customer services and technical support are recognized as the services are rendered ratably over the period of the related contract.

The Company does not sell products with multiple deliverables. It is management's opinion that EITF 00-21, "Revenue Arrangements With Multiple Deliverables" is not applicable.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

2.	Summary of Significant Accounting Policies (cont'd)

Research and Development Costs

Research and development costs are expensed as incurred.

Use of Estimates

The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

SFAS No. 105, "Disclosure of Information About Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentration of Credit Risk", requires disclosure of any significant off-balance sheet risk and credit risk concentration. The Company does not have significant off-balance sheet risk or credit concentration. The Company maintains cash and cash equivalents with major Israel financial institutions.

The Company's provides credit to its clients in the normal course of its operations. Depending on their size, financial strength and reputation, customers are given credit terms of up to 60 days. The Company carries out, on a continuing basis, credit checks on its clients and maintains provisions for contingent credit losses which, once they materialize, are consistent with management's forecasts.

For other debts, the Company determines, on a continuing basis, the probable losses and sets up a provision for losses based on the estimated realizable value.

Concentration of credit risk arises when a group of clients having a similar characteristic such that their ability to meet their obligations is expected to be affected similarly by changes in economic or other conditions. The Company does not have any significant risk with respect to a single client.

Fair Value of Financial Instruments

The estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair value. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange. At March 31, 2006 and 2007, the carrying amounts of cash equivalents, short-term bank deposits, trade receivables and trade payables approximate their fair values due to the short-term maturities of these instruments.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

2.	Summary of Significant Accounting Policies (cont'd)

Loss per Common Share

The Company calculates net loss per share based on SFAS No. 128, "Earnings Per Share". Basic loss per share is computed by dividing net loss attributable to the common stockholders by the weighted average number of common shares outstanding. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Impact of Recently Issued Accounting Standards

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based Payment" (Statement 123). This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which the employee is required to provide service in exchange for the award requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met; those conditions are much the same as the related conditions in Statement 123. This Statement is effective for public entities that do not file as a small business issuers as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. This Statement applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. The cumulative effect of initially applying this Statement, if any, is recognized as of the required effective date and is not expected to have a material impact on the Company's consolidated financial statements.

In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and FASB Statement No. 3 (Statement No. 154). Statement No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Statement No. 154 requires retrospective application of any change in accounting principle to prior periods' financial statements. Statement No. 154 is effective for the first fiscal period beginning after December 15, 2005. We do not expect the implementation of Statement No. 154 to have a significant impact on our consolidated financial statements.

In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets", which amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". In a significant change to current guidance, SFAS No. 156 permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (1) Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company is currently reviewing the effect, if any, the proposed guidance will have on its financial position.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

2.	Summary of Significant Accounting Policies (cont'd)

Impact of Recently Issued Accounting Standards (cont'd)

In July 2006 FASB issued Financial Accounting Standards Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes”. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises’ financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently reviewing the effect, if any, FIN48 will have on its financial position.

In September 2006, the Securities and Exchange Commission (“SEC”) staff issued Staff Accounting Bulletin No. 108 (“SAB 108”), “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB 108 was issued to provide consistency in how registrants quantify financial statement misstatements. The Company is required to and will initially apply SAB 108 in connection with the preparation of its annual financial statements for the year ending December 31, 2006. The Company does not expect the application of SAB 108 to have a material effect on its financial position and results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 132 (R) ("SFAS 158"). SFAS 158 requires an employer to recognize the funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The funded status of a benefit plan is defined as the difference between the fair value of the plan assets and the plans benefit obligation. For a pension plan the benefit obligation is the projected benefit obligation and for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation. SFAS 158 requires an employer to recognize as a component of other comprehensive income, net of tax, the gains and losses and prior service costs or credits that arise during the period but that are not recognized as components of net periodic benefit costs pursuant to SFAS 87. SFAS 158 also requires an employer to measure the funded status of a plan as of the date of its year-end. Additional footnote disclosure is also required about certain effects on net periodic benefit cost for the next year that arise from the delayed recognition of gains or losses, prior service costs or credits, and transition asset or obligation. Except for the year-end measurement requirement, SFAS 158 is effective for the year ending December 31, 2006. The Company does not anticipate that the adoption of this Statement will have a material effect on its financial condition or operations.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

2.	Summary of Significant Accounting Policies (cont'd)

Impact of Recently Issued Accounting Standards (cont'd)

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” which is effective for calendar year companies on January 1, 2008. The Statement defines fair value, establishes a framework for measuring fair value in accordance with Generally Accepted Accounting Principles, and expands disclosures about fair value measurements. The Statement codifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The Company is currently assessing the potential impacts of implementing this standard.

In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 159, "The Fair Value of Option for Financial Assets and Liabilities" ("SFAS No. 159"), which permits entities to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. An entity would report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The decision about whether to elect the fair value option is applied instrument by instrument, with a few exceptions; the decision is irrevocable; and it is applied only to entire instruments and not to portions of instruments.

The statement requires disclosures that facilitate comparisons (a) between entities that choose different measurement attributes for similar assets and liabilities and (b) between assets and liabilities in the financial statements of an entity that selects different measurement attributes for similar assets and liabilities.

SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157, “Fair Value Measurement”. Upon implementation, an entity shall report the effect of the first remeasurement to fair value as a cumulative-effect adjustment to the opening balance of retained earnings. Since the provisions of SFAS No. 159 are applied prospectively, any potential impact will depend on the instruments selected for fair value measurement at the time of implementation.

3.	Loan receivable

The loan receivable from a customer is non-interest bearing and due on demand.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

4.	Equipment

Equipment is comprised as follows:

			2007				2006
			Accumulated				Accumulated
	Cost		Depreciation		Cost		Depreciation

Furniture and equipment	$	62,329	$	34,093	$	57,930	$	27,865
Computer equipment		319,241		254,239		386,929		262,637
Leasehold improvements		2,593		574		18,810		17,280

	$	384,163	$	288,906	$	463,669	$	307,782

Net carrying amount			$	95,257			$	155,887

Depreciation expenses of $15,696 (2006 - $24,074) and $694 (2006 - $2,690) have been included in research and development, and general and administrative expenses respectively.

5.	Advances from Shareholder

The advances from the major shareholder are non-interest bearing and have no fixed terms of repayment. According to an agreement dated January 2003, a shareholder granted a credit facility of $500,000 to the Company in return for preferred class "C" shares as described in note 7. At the quarter ended March 31, 2007, the line of credit has an outstanding balance of $377,423.

6.	Accrued Severance Pay

The Company accounts for its potential severance liability of its Israel subsidiary in accordance with EITF 88-1, "Determination of Vested Benefit Obligation for a Defined Benefit Pension Plan". The Company's liability for severance pay is calculated pursuant to applicable labour laws in Israel on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date for all employees. The Company's liability is fully accrued and reduced by monthly deposits with severance pay funds and insurance policies. As at March 31, 2006 and 2007, the amount of the liabilities accrued were $113,123 and $115,283 respectively. Severance pay expenses for the periods ended March 31, 2006 and 2007 were $590 and $20,483 respectively.

The deposit funds include profits accumulated up to the balance sheet date from the Israeli company. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israeli severance pay laws or labour agreements. Cash surrender values of the deposit funds as at March 31, 2006 and 2007 were $55,921 and $68,330 respectively. Income earned from the deposit funds for 2006 and 2007 was immaterial.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

7.	Capital Stock

Authorized
210,000,000	Common shares
170,000,000	Preferred shares
	Series "A": convertible, voting, par value of $0.0017 per share
	Series "B": 10% non-cumulative dividend, redeemable,
	convertible, voting, par value of $0.0017 per share
	Series "C": 10% non-cumulative dividend, convertible, voting,
	par value of $0.0017 per share
			2007		2006
Issued
132,824,905	Common shares (2006 - 126,084,477)	$	225,803	$	214,344

Stock Warrants and Options:

The Company has accounted for its stock options and warrants in accordance with SFAS 123 "Accounting for Stock - Based Compensation" and SFAS 148 "Accounting for Stock - Based compensation - Transition and Disclosure." Value of options granted has been estimated by the Black Scholes option pricing model. The assumptions are evaluated annually and revised as necessary to reflect market conditions and additional experience. The following assumptions were used:

	2007						2006
	Israel			International			Israel			International
Interest rate		8	%		8	%		8	%		8	%
Expected volatility		80	%		80	%		80	%		80	%
Expected life in years		4			6			5			7

Warrants:

In April 2000, 56,180 warrants, equivalent to 337,080 shares after the 1 to 6 forward stock split, were issued to one of the shareholders with his preferred Class "A" shares for a total investment of $750,000. Warrants will expire in the event of an initial public offering of the Company's securities. Warrants have an exercise price for preferred Class "A" shares of the Company at $4.45 per share, equivalent to $0.74 after the 1 to 6 forward stock split. No value has been assigned to the warrants and the total investment net of par value of preferred Class "A" shares has been presented as additional paid in capital. The warrants for preferred Class "A" shares were converted into warrants for common shares on a 1 to 1 basis during the year.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

7.	Capital Stock (cont'd)

Warrants (cont'd):

In January 2003, the Company issued warrants to purchase 180,441 Class "B" preferred shares of the Company for deferral of debt for legal services rendered, which was valued at $10,000. The warrants will expire in 2010.

The warrants for preferred Class "B" shares have been converted into warrants for common shares during the year at a ratio of 1 to 6.3828125. After the conversion, the warrants were further split at the ratio of 1 to 6 in accordance with the forward stock split of the common shares. After the conversion and the forward split, there were warrants to purchase 7,025,788 shares outstanding.

On December 22, 2005, the Company entered into an agreement with Syntek Capital AG, as part of the agreement for conversion of the note payable into common shares, whereby the Company issued warrants to purchase up to 5,263,158 common shares of the Company at an exercise price of $0.19. As of March 31, 2007, the warrants have not been converted into common stocks.

On February 2, 2006, the Company entered into an identical agreement with DEP Technology Holdings Ltd. The value assigned to the warrants was $ 218,114. As of March 31, 2007, the warrants have not been converted into common stocks.

Capital Stock:

In January 2003, the Company issued 4,297,816 common shares, equivalent to 25,786,896 after the 1 to 6 forward stock split, for $250,000 of offering costs with regard to the registration of its securities with the Securities and Exchange Commission. In November 2003 it was agreed upon by the parties that the fair value of the offering costs was only $60,000 and therefore 19,786,896 of the post-split shares were forfeited. The offering costs have been charged to professional services expense in the year.

In January 2003, the Company issued 6,315,258 Class "C" preferred shares to a shareholder for providing a non-interest bearing credit line facility of $300,000. These shares were issued at par value, which approximates the fair market value of the financing fees relating to the credit line facility. At March 31, 2007, the line of credit has an outstanding balance of $377,423. The 6,315,258 Class "C" preferred shares were subsequently converted into 37,891,548 common shares post forward stock split.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

7.	Capital Stock (cont'd)

Capital Stock (cont'd):

On November 19, 2003, the Company, in accordance with the holders, agreed to convert all the 268,382 Class "A", 489,456 Class "B", and 6,315,258 Class "C" preferred shares into common shares. Following the conversion, the Company granted a 1 to 6 forward stock split of its common shares. The conversion has been recorded prospectively in the consolidated financial statements, while the forward stock split has been recorded retroactively.

On July 29, 2005, the Company issued 5,000,000 common shares, at par value, to its Chief Financial Officer as compensation for services rendered from September 2002 to December 2005. It was agreed upon by the parties that the fair value of such services was $500,000, all of which has been charged to wage expense.

On March 8, 2006, the Company issued 12,400,448 common stocks for repayment of the $1,800,000 note payable to Syntek Capital AG ("Syntek") and DEP.

On April 28, 2006, the Company issued 2,818,182 common stocks to its external consultant in exchange for consulting services. It was agreed upon by the parties that the fair value of such services was $310,000. For the quarter ended March 31, 2007, $77,500 has been charged to consulting expense and $25,833 has been deferred and will be amortized over the term of the contract.

On March 6, 2007, the Company exercised its right pursuant to the February 6, 2006 equity financing agreement with a Delaware limited partnership ("DLP"). The agreement entitled the Company to sell up to 20,000,000 of the Company's common shares (up to $10,000,000) over the course of 36 months. The amount that the Company shall be entitled to request from each of the purchase "Puts", shall be equal to either 1) $300,000 or 2) 200% of the average daily volume ("ADV") multiplied by the average of the 3 daily closing prices immediately preceding the Put date. The ADV shall be computed using the 10 trading days prior to the Put Date. The Purchase Price for the common stock identified in the Put Notice shall be set at 93% of the lowest closing bid price of the common stock during the Pricing Period. The Pricing Period is equal to the period beginning on the Put Notice date and ending on and including the date that is 5 trading days after such Put Date. There are put restrictions applied on days between the Put Date and the Closing Date with respect to that Put. During this time, the Company shall not be entitled to deliver another Put Notice.

In connection with the equity financing agreement, the Company has issued a preliminary prospectus whereby the DLP and a current significant shareholder can sell up to 30,000,000 common shares at market value.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

7.	Capital Stock (cont'd)

Stock Options:

In February 2001 the Board of Directors of the Company adopted two option plans to allow employees and consultants to purchase ordinary shares of the Company.

Under the Israel 2001 share option plan management authorized stock options for 2,403,672 common shares of the Company having a $0.0017 nominal par value each and an exercise price of $0.0017, and under the International 2001 share option plan, stock options for 300,000 common shares having a $0.0017 nominal par value each and an exercise price of $0.0017. As of March 31, 2007, 3,672 options under the Israel 2001 share option plan for common stock were not yet granted.

In the quarter ended March 31, 2006, a total of 169,871 common stock options were exercised by the employees.

Under the Israel 2003 share option plan management authorized stock options (on a post conversion, post split basis) for 16,094,106 preferred Class "B" shares, which were converted to options for common shares of the Company having a $0.0017 nominal par value each and an exercise price of $0.0017, and under the International 2003 share option plan stock options (on a post conversion, post split basis) for 25,061,094 preferred Class "B" shares which were converted to options for common shares of the Company having a $0.0017 nominal par value each and an exercise price of $0.0017. On January 5, 2006, the share option plan was amended to authorize an additional 1,260,000 stock options and the exercise price per share for the new options will be $0.12 for options granted after January 5, 2006. On August 14, 2006, the share option plan was amended to authorize an additional 6,000,000 stock options at an exercise price of $0.04. As of March 31, 2007, 38,256 options under the Israel 2003 share option plan were not yet granted.

On January 12, 2006, 1,260,000 stock options under the Israel 2003 share options plan were granted at an exercise price of $0.12. On June 6, 2006, the exercise price was amended to $0.05. The compensation cost has been revalued as if the option plan has been cancelled and reissued in accordance with SFAS 123, paragraph 187 Accounting for Stock Based Payments (Modification of Awards).

On August 14, 2006, 6,000,000 stock options under the Israel 2003 share options plan were granted at an exercise price of $0.04.

On November 1, 2006, 700,000 stock options under the Israel 2003 share options plan were granted at an exercise price of $0.04.

On November 27, 2006, 1,000,000 stock options under the International 2003 share options plan were granted at an exercise price of $0.08.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

7.	Capital Stock (cont'd)

Stock Options (cont'd):

On November 27, 2006, 2,500,000 stock options under the Israel 2003 share options plan were granted at an exercise price of $0.08.

On December 1, 2006, 200,000 stock options under the Israel 2003 share options plan were granted at an exercise price of $0.05.

On January 16, 2007, 1,250,000 stock options at an exercise price of $0.08 and 280,000 stock options at an exercise price of $0.05 were granted, all under the Israel 2003 share option plan. .

In February, 2007, 872,864 stock options under the Israel 2001 share options plan were exercised.

In March 2007, 1,586,782 stock options under the Israel 2003 share option plan and 400,000 under the Israel 2001 share option plan were exercised.

The options vest gradually over a period of 4 years from the date of grant for Israel and 10 years (no less than 20% per year for five years for options granted to employees) for the International plan. The term of each option shall not be more than 8 years from the date of grant in Israel and 10 years from the date of grant in the International plan. The outstanding options that have vested have been expensed in the consolidated statements of operations as follows:

Year ended December 31, 2001	$	9,000
Year ended December 31, 2002		-
Year ended December 31, 2003		384,889
Year ended December 31, 2004		25,480
Year ended December 31, 2005		13,733
Year ended December 31, 2006		117,044
Period ended March 31, 2007		43,762

	$	593,908

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

7.	Capital Stock (cont'd)

The following table summarizes the activity of common stock options during 2007 and 2006:

		2007					2006
		Israel			International		Israel			International

Outstanding, beginning of period		14,233,508			11,026,797		3,745,192			1,026,797
Granted		1,530,000			-		1,260,000			-
Exercised		(2,859,646	)		-		(169,871	)		-
Forfeited		(45,000	)		-		(1,813	)		-

Outstanding, end of period		12,858,862			11,026,797		4,833,508			1,026,797

Weighted average fair value of
options granted during the period	$	0.0339		$	-	$	0.1284		$	-

Weighted average exercise price of
common stock options,
beginning of period	$	0.0217		$	0.0727	$	0.0017		$	0.0017

Weighted average exercise price of
common stock options granted in
the period	$	0.0686		$	-	$	0.1200		$	-

Weighted average exercise price of
common stock options, end of
period	$	0.0280		$	0.0727	$	0.0300		$	0.0017

Weighted average remaining
contractual life of common stock
options		4 years			6 years		5 years			7 years

The stock options have not been included in the calculation of the diluted earnings per share as their inclusion would be antidilutive.

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

8.	Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". This Standard prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.

Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. Management determined that accounting values of its assets and liabilities recorded are not materially different from their tax values and therefore no deferred tax assets/liabilities have been setup to account for the temporary differences.

The Company has deferred income tax assets as follows:

	2007			2006
Deferred income tax assets
Net operating loss carryforwards	$	2,631,000			2,654,000
Valuation allowance for deferred income tax assets		(2,631,000	)		(2,654,000	)
	$	-			-

The Company provided a valuation allowance equal to the deferred income tax assets because it is not presently more likely than not that they will be realized.

As at March 31, 2007, the Company has approximately $10,524,000 in tax losses in the United States parent and insignificant tax losses in its Israeli subsidiary. Losses in the United States, if not utilized, will expire in twenty years from the year of origin as follows:

December 31, 2020	$	909,500
2021		2,398,000
2022		778,000
2023		5,005,000
2024		581,000
2025		560,500
2026		196,000
2027		96,000

	$	10,524,000

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

9.	Related Party Transactions

During the period, the Company incurred consulting fees and salaries to directors in the amount of $42,000 (2006 - $55,000). At the quarter end, $542,000 (2006 - $568,000) was unpaid and included in other payables and accrued expenses.

These transactions were in the normal course of business and recorded at an exchange value established and agreed upon by the above mentioned parties.

10.

Major Customers

In the quarter ended March 31, 2007, the Company had three major customers which accounted for 52%, 17% and 11% of the total revenue. In the quarter ended 2006, the Company had three major customers which accounted for 53%, 16% and 15% of the total revenue. For the quarter ended March 31, 2007, 83% of the total sales were in the United States and 12% in Asia. For the quarter ended March 31, 2006, 84% of the sales were in the United States and 9% were in Asia.

11.

Commitments

Leases

The Company is committed under an operating lease for its premises expiring November 11, 2009. Minimum annual payments (exclusive of taxes, insurance, and maintenance costs) under the lease is $54,000.

In addition, the Company is committed under operating vehicle leases as follows:

2008	$	67,000
2009		51,000
2010		17,000
	$	135,000

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m-Wise, Inc. and Subsidiary

Notes to Consolidated Financial Statements

March 31, 2007 and 2006

Unaudited

11.

Commitments (cont'd)

Equity Financing Agreement

12.

Subsequent Events

Exercise of warrants

On April 4, 2007, 500,000 warrants, as described in note 7, were exercised.

Equity Financing Agreement

Pursuant to the February 6, 2006 equity financing agreement with DLP as described in note 7, the Company sold 2,516,454 common shares for total proceeds of $340,928 in April 2007, and from May 1 to May 8, 2007, the Company sold an additional 682,631 common shares for total proceeds of $98,541.

New subsidiary

On May 1, 2007, m-Wise Interactive, Inc., owned 51% by the Company, was incorporated in the State of Delaware. The other 49% of common shares are owned by the Company's customer as mentioned in note 3. The newly incorporated subsidiary will be primarily engaged in generating and providing mobile marketing activities and certain interactive mobile services.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Report.

This filing contains forward-looking statements. The words "anticipate," "believe," "expect, "plan," "intend," "seek," "estimate," "project," "will," "could," "may," and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect our management’s current views with respect to future events and financial performance and involve risks and uncertainties, including, without limitation: (a) the timing of our sales could fluctuate and lead to performance delays; (b) without additional equity or debt financing we cannot carry out our business plan; (c) our stockholders have pre-emptive rights to purchase securities of m-Wise, which could impair our ability to raise capital; (d) we operate internationally and are subject to currency fluctuations, which could cause us to incur losses even if our operations are profitable; (e) we are dependent upon certain major customers, and the loss of one or more of such customers could adversely affect our revenues and profitability; (f) our research and development facilities are located in Israel and we have important facilities and resources located in Israel which could be negatively affected due to military or political tensions; (g) certain of our officers and employees are required to serve in the Israel defense forces and this could force them to be absent from our business for extended periods; (h) the rate of inflation in Israel may negatively impact our costs if it exceeds the rate of devaluation of the NIS against the Dollar. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. These forward-looking statements speak only as of the date of this prospectus. Subject at all times to relevant federal and state securities law disclosure requirements, we expressly disclaim any obligation or undertaking to disseminate any update or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. Consequently, all of the forward-looking statements made in this Report are qualified by these cautionary statements and there can be no assurance of the actual results or developments.

RESULTS OF OPERATIONS

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THREE MONTHS ENDED MARCH 31, 2007 COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 2006.

REVENUES

License fees and products. Revenues from license fees and products decreased 26% to $99,999 for the three months ended March 31, 2007 from $135,000 for the same period in 2006.

Revenue share. Revenues from revenue share increased 277% to $141,271 for the three months ended March 31, 2007 from $37,433 for the same period in 2006. The increase primarily consisted of revenues from current customers who were not our customers during the first three months of 2006 and from customers that did not generate revenues from selling services to end users previously.

Customer services and technical support. Revenues from customer services and technical support increased 192% to $237,596 for the three months ended March 31, 2007 from $81,350 for the same period in 2006. The increase primarily consisted of increased orders for services from existing customers.

Cost of revenues.

Cost of revenues increased 357% to $59,110 for the three months ended March 31, 2007 from $12,947 for the same period in 2006. This increase was primarily due to Higher revenues from customer services and technical support.

Operating expenses.

Research and development.

Research and development expenses increased 40% to $189,586 for the three months ended March 31, 2007 from $135,377 for the same period in 2006. This increase was primarily due to a $44,047 increase in payroll and related expenses. Research and development expenses, stated as a percentage of revenues decreased to 40% for the three months ended March 31, 2007 from 53% for the same period in 2006.

General and administrative.

General and administrative expenses increased 35% to $355,011 for the three months ended March 31, 2007 from $262,518 for the same period in 2006. This increase was primarily due to a $55,853 increase in consulting expenses and a $40,563 increase in marketing expenses. General and administrative expenses, stated as a percentage of revenues, decreased to 74% for the three months ended March 31, 2007 from 103% for the same period in 2006.

Financing expenses.

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Financing expenses. Our financing expenses decreased 96% to $9,194 for the three months ended March 31, 2007 from $230,058 for the same period in 2006. The decrease primarily consisted of $222,104 financing fee paid by issuance of common shares in 2006.

Liquidity and Capital Resources

Our principal sources of liquidity since our inception have been private sales of equity securities, stockholder loans, borrowings from banks and to a lesser extent, cash from operations. We had cash and cash equivalents of $143,435 as of March 31, 2007 and $5,072 as of December 31, 2006. Our initial capital came from an aggregate investment of $1.3 million from Cap Ventures Ltd. To date, we have raised an aggregate of $5,300,000 from placements of our equity securities (including the investment by Cap Ventures and a $4,000,000 investment by Syntek Capital AG and DEP Technology Holdings Ltd.). We have also borrowed an aggregate of $1,800,000 from Syntek Capital AG and DEP Technology Holdings Ltd. and as of the date of this prospectus we have no funds available to us under bank lines of credit. We have a credit line agreement with Miretzky Holdings Limited. As of March 31, 2007, $377,423 is outstanding under the credit line. The credit line is for $500,000. The credit line has no termination date and does not provide for interest payments.

Other than the credit line agreement with Miretzky, we do not have any commitments from any of our affiliates or current stockholders, or any other non-affiliated parties, to provide additional sources of capital to us. We do have an equity line for $10.0 million

with Dutchess Private Equity Fund and as of May 14, 2007 we have drawn $580,887 under the Equity Line. We will need approximately $1.0 million for the next twelve months for our operating costs which mainly include salaries, office rent and network connectivity, which total approximately $60,000 per month, and for working capital. We intend to finance this amount from our ongoing sales and through the sale of either our debt or equity securities or a combination thereof, to affiliates, current stockholders and/or new investors. Currently we do not believe that our future capital requirements for equipment and facilities will be material.

Operating activities.

For the three months ended March 31, 2007 net cash provided by operating activities was $59,686 primarily due to a $70,625 decrease in prepaid and sundry assets, a $43,762 in employee vested options expense and a $32,648 decrease in accounts receivables, partially offset by our net loss of $134,035. In the same period in 2006 we used $111,749 of cash in operating activities primarily due to our net loss of $387,117 and a $177,418 increase in accounts receivables, partially offset by a $222,104 financing fees paid by issuance of shares and a $150,000 increase in billing in excess of costs on uncompleted contracts.

Investing and financing activities.

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Property and equipment consist primarily of computers, software, and office equipment. For the three months ended March 31, 2007, net cash used in investing activities was $543 consisting of an investment in equipment. In the same period in 2006 net cash used in investing activities was $16,736 consisting of an investment in equipment. For the three months ended March 31, 2007, net cash provided by financing activities was $79,220 primarily due to a $141,418 sale of common shares under equity financing agreement, partially offset by a $58,948 decrease in advances from a shareholder. In the same period in 2006, net cash provided by financing activities was $148,151 due to a $159,219 increase in advances from a shareholder, partially offset by a $11,068 decrease in bank indebtedness.

Dividends

We have not paid any dividends on our common stock. We currently intend to retain any earnings for use in our business, and therefore do not anticipate paying cash dividends in the foreseeable future.

Off Balance Sheet Arrangements

None.

Item 3. Controls and Procedures

With the participation of management, our Chief Executive Officer and Chief Financial Officer evaluated our disclosure controls and procedures within the 90 days preceding the filing date of this quarterly report. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that material information required to be disclosed is included in the reports that we file with the Securities and Exchange Commission.

There were no significant changes in our internal control over financial reporting to the knowledge of our management, or in other factors that have materially affected or are reasonably likely to materially affect these internal controls over financial reporting subsequent to the evaluation date.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity Securities

Pursuant to the February 6, 2006 equity line credit agreement with Dutchess Private Equities Fund, LP , the Company sold 1,062,600 common shares for total proceeds of $141,418 in March , 2,516,454 common shares for total proceeds of $340,928 in April 2007, and from May 1 to May 8, 2007, the Company sold an additional 682,631 common shares for total proceeds of $98,541.

Item 3. Default upon Senior Securities

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Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5.��Other Information

On May 1, 2007, m-Wise Interactive, Inc., owned 51% by the Company, was incorporated in the State of Delaware. The other 49% of common shares are owned by Divine Management Holdings Limited. The newly incorporated subsidiary will be primarily engaged in generating and providing mobile marketing activities and certain interactive mobile services.

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

3.1	Amended and restated Certificate of Incorporation**

3.2

Bylaws**

4.1	Purchase and registration rights agreement and schedule of details**

10.1	Amended and Restated Employment Agreement with Mordechai Broudo**

10.2	Amendment to Amended and Restated Employment Agreement with Mordechai Broudo**

10.3	Amended and Restated Employment Agreement with Shay Ben-Asulin**

10.4	Amendment to Amended and Restated Employment Agreement with Shay Ben-Asulin**

10.5	Employment Agreement, Gabriel Kabazo**

10.6	Confidentiality rider to Gabriel Kabazo Employment Agreement**

10.7	Employment Agreement Asaf Lewin**

10.8	2003 International Share Option Plan**

10.9	Form of Option Agreement, 2003 International Share Option Plan**

10.10

2001 International Share Option Plan**

10.11

Form of Option Agreement, 2001 International Share Option Plan**

10.12

2003 Israel Stock Option Plan**

10.13

Form of Option Agreement, 2003 Israel Stock Option Plan**

10.14

2001 Israel Share Option Plan**

10.15

Form of Option Agreement, 2001 Israel Share Option Plan**

10.16

Investors’ Rights Agreement dated January 11, 2001**

10.17

Stockholders Agreement**

10.18

Agreement for Supply of Software and Related Services dated October 14, 2002, by and between I Touch plc and m-Wise, Inc.**

10.19

Purchase agreement between m-Wise, Inc. and Comtrend Corporation dated May 22, 2002**

10.20

Amended and Restated Consulting agreement between Hilltek Investments Limited and m-Wise dated November 13, 2003**

10.21

Consulting agreement between Hilltek Investments Limited and m-Wise dated June 24, 2003, subsequently amended see exhibit 10.20 above**

10.22

Amendment to Investors’ Rights Agreement dated October 2, 2003**

10.23

Appendices to 2003 Israel Stock Option Plan**

-7-

10.24

Appendices to 2001 Israel Share Option Plan**

10.25

Credit Line Agreement between m-Wise, Inc. and Miretzky Holdings, Limited dated January 25, 2004**

10.26

Termination and Release Agreement by and among the Company and Syntek capital AG. (Incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on January 13, 2006)

10.27

Termination and Release Agreement dated February 2, 2006 by and among the Company and DEP Technology Holdings Ltd (Incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on February 7, 2006)

21.	List of Subsidiaries**

31.1	Rule 13a-14(a)/15d-14(a) Certification.*

31.2	Rule 13a-14(a)/15d-14(a) Certification.*

32.1	Certification by the Chairman Relating to a Periodic Report Containing Financial Statements. ***

32.2	Certification by the Chief Financial Officer Relating to a Periodic Report Containing Financial Statements. ***

_____________

* Filed herewith.

** Incorporated by reference from the registration statement filed with the Securities and Exchange Commission Registration Statement on Form SB-2 (Reg. No. 333-106160).

*** The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

(b)	Reports on Form 8-K

The Company filed a current report on Form 8-K on February 13, 2007 pursuant to the Election of Mr. Mordechai Broudo as Chairman and Mr. Zach Sivan as Chief Executive Officer.

The Company filed a current report on Form 8-K on March 30, 2007 pursuant to the resignation of SF Partnership, LLC as our auditor. As a result, we have retained Davis Accounting Group, LLC, to serve as our independent auditor and will report on our financial statements.

-8-

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.

		m-Wise, INC.
		(Registrant)
Date: May 15, 2007		/s/ Mordechai Broudo
		Name: Mordechai Broudo
		Title: Chairman

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M Wise (MWIS) Inactive 10QSB2007 Q1 Quarterly report (small business)