UNITED STATES SECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 20549


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FORM 10-Q


|           |                                                                                          
|---------- | -----------------------------------------------------------------------------------------
|(Mark One)
|x          | QUARTERLY REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|           |                                                                                          
|           | For the quarterly period ended March 31, 2011                                            
|           |                                                                                          
|           | OR                                                                                       
|           |                                                                                          
|o          | TRANSITION REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|           |                                                                                          
|           | For the transition period from _______________ to _______________                        

Commission file number1-11916


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|                                                       
|-------------------------------------------------------
|WIRELESS
 TELECOM GROUP, INC.                          
|                                                       
|(Exact name of registrant as specified in
 its charter)

|                                         |                    
|---------------------------------------- | -------------------
|New Jersey                               | 22-2582295         
|(State or Other Jurisdiction             | (I.R.S. Employer   
|of Incorporation or Organization)        | Identification No.)
|25 Eastmans Road                         |                    
|Parsippany, New Jersey                   | 07054              
|(Address of Principal Executive Offices) | (Zip Code)         

(973) 386-9696(Registrants Telephone Number, Including
Area Code)

Not Applicable(Former Name, Former Address and
Former Fiscal Year, if Changed Since Last Report)


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Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company (see
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act). (Check one):

|                           |                      |                          |                             
|-------------------------- | -------------------- | ------------------------ | ----------------------------
|Large
 accelerated filer o | Accelerated
 filer o | Non-accelerated
 filer o | Smaller
 reporting company x

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

Number of shares of Common
Stock outstanding as of May 12, 2011: 25,055,286

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WIRELESS TELECOM GROUP, INC.

Table of Contents

|                              |                                                                                                  |                                                                                                                 |    |  
|----------------------------- | ------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------- | -- | -
|                              |                                                                                                  | Page(s)                                                                                                        
|PART I. FINANCIAL INFORMATION |                                                                                                  |                                                                                                                
|                              |                                                                                                  |                                                                                                                
|                              | Item 1  Consolidated Financial Statements:                                                      |                                                                                                                 |   
|                              |                                                                                                  |                                                                                                                 |   
|                              |                                                                                                  | Condensed
 Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010                                |    | 3
|                              |                                                                                                  |                                                                                                                 |    |  
|                              |                                                                                                  | Condensed
 Statements of Operations for the Three Months Ended March 31, 2011
 (unaudited) and 2010 (unaudited) |    | 4
|                              |                                                                                                  |                                                                                                                 |    |  
|                              |                                                                                                  | Condensed
 Statements of Cash Flows for the Three Months Ended March 31, 2011
 (unaudited) and 2010 (unaudited) |    | 5
|                              |                                                                                                  |                                                                                                                 |    |  
|                              |                                                                                                  | Condensed
 Statement of Shareholders Equity for the Three Months Ended March 31, 2011
 (unaudited)             |    | 6
|                              |                                                                                                  |                                                                                                                 |    |  
|                              |                                                                                                  | Notes to
 Interim Condensed Financial Statements (unaudited)                                                    |    | 7
|                              |                                                                                                  |                                                                                                                 |    |  
|                              | Item 2 
 Managements Discussion and Analysis of Financial Condition and Results of
 Operations |                                                                                                                 | 15
|                              |                                                                                                  |                                                                                                                 |    |  
|                              | Item 3  Quantitative and Qualitative Disclosures About Market Risk                              |                                                                                                                 | 20
|                              |                                                                                                  |                                                                                                                 |   
|                              | Item 4  Controls and Procedures                                                                 |                                                                                                                 | 20
|                              |                                                                                                  |                                                                                                                 |   
|PART II. OTHER INFORMATION    |                                                                                                  |                                                                                                                
|                              |                                                                                                  |                                                                                                                
|                              | Item 1  Legal Proceedings                                                                       |                                                                                                                 | 21
|                              |                                                                                                  |                                                                                                                 |   
|                              | Item 1A  Risk
 Factors                                                                          |                                                                                                                 | 21
|                              |                                                                                                  |                                                                                                                 |   
|                              | Item 2 
 Unregistered Sales of Equity Securities and Use of Proceeds                            |                                                                                                                 | 21
|                              |                                                                                                  |                                                                                                                 |   
|                              | Item 3 
 Defaults upon Senior Securities                                                        |                                                                                                                 | 21
|                              |                                                                                                  |                                                                                                                 |   
|                              | Item 4 
 Removed and Reserved                                                                   |                                                                                                                 | 21
|                              |                                                                                                  |                                                                                                                 |   
|                              | Item 5  Other
 Information                                                                      |                                                                                                                 | 21
|                              |                                                                                                  |                                                                                                                 |   
|                              | Item 6 
 Exhibits                                                                               |                                                                                                                 | 21
|                              |                                                                                                  |                                                                                                                 |   
|Signatures                    |                                                                                                  | 22                                                                                                             
|                              |                                                                                                  |                                                                                                                
|Exhibit Index                 |                                                                                                  | 23                                                                                                             

2

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PART
1  FINANCIAL INFORMATION


Item 1 
Financial Statements


WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS


|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                                                                                |  | March 31,
 2011 |            | December 31,
 2010 |  
|                                                                                                                                                                                |  |                 |            |                    |  
|                                                                                                                                                                                |  | (unaudited)     |            |                    |   |           
|- ASSETS -                                                                                                                                                                     
|CURRENT ASSETS:                                                                                                                                                                 |  |                 |            |                    |   |            |  
|Cash and cash equivalents                                                                                                                                                       |  | $               | 12,142,131 |                    | $ | 13,643,220 |  
|Accounts receivable - net of allowance for doubtful
 accounts of $92,524 and $73,819 for 2011 and 2010, respectively                                                            |  |                 | 4,376,976  |                    |   | 4,303,720  |  
|Inventories                                                                                                                                                                     |  |                 | 7,097,730  |                    |   | 6,935,172  |  
|Deferred income taxes - current                                                                                                                                                 |  |                 | 256,016    |                    |   | 457,215    |  
|Prepaid expenses and other current assets                                                                                                                                       |  |                 | 390,051    |                    |   | 465,798    |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|TOTAL CURRENT ASSETS                                                                                                                                                            |  |                 | 24,262,904 |                    |   | 25,805,125 |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|PROPERTY, PLANT AND EQUIPMENT - NET                                                                                                                                             |  |                 | 4,331,222  |                    |   | 4,333,690  |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|OTHER ASSETS:                                                                                                                                                                   |  |                 |            |                    |   |            |  
|Goodwill                                                                                                                                                                        |  |                 | 1,351,392  |                    |   | 1,351,392  |  
|Deferred income taxes - non-current                                                                                                                                             |  |                 | 5,574,945  |                    |   | 5,236,175  |  
|Other assets                                                                                                                                                                    |  |                 | 896,481    |                    |   | 892,433    |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|TOTAL OTHER ASSETS                                                                                                                                                              |  |                 | 7,822,818  |                    |   | 7,480,000  |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|TOTAL ASSETS                                                                                                                                                                    |  | $               | 36,416,944 |                    | $ | 37,618,815 |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|- LIABILITIES
 AND SHAREHOLDERS EQUITY -                                                                                                                                      
|CURRENT LIABILITIES:                                                                                                                                                            |  |                 |            |                    |   |            |  
|Accounts payable                                                                                                                                                                |  | $               | 655,198    |                    | $ | 743,398    |  
|Accrued expenses and other current liabilities                                                                                                                                  |  |                 | 1,313,366  |                    |   | 2,360,057  |  
|Current portion of mortgage payable                                                                                                                                             |  |                 | 69,647     |                    |   | 68,347     |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                       |  |                 | 2,038,211  |                    |   | 3,171,802  |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|LONG TERM LIABILITIES:                                                                                                                                                          |  |                 |            |                    |   |            |  
|Mortgage payable                                                                                                                                                                |  |                 | 2,685,005  |                    |   | 2,702,912  |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                   |  |                 |            |                    |   |            |  
|SHAREHOLDERS EQUITY:                                                                                                                                                           |  |                 |            |                    |   |            |  
|Preferred stock, $.01 par value, 2,000,000 shares
 authorized, none issued                                                                                                      |  |                 |           |                    |   |           |  
|Common stock, $.01 par value, 75,000,000 shares
 authorized, 28,843,861 and 28,753,861 shares issued, respectively, 25,055,286
 and 25,658,203 shares outstanding, respectively |  |                 | 288,439    |                    |   | 287,539    |  
|Additional paid-in-capital                                                                                                                                                      |  |                 | 37,766,506 |                    |   | 37,746,005 |  
|Retained earnings                                                                                                                                                               |  |                 | 1,642,923  |                    |   | 1,257,371  |  
|Treasury stock at cost, 3,788,575 and 3,095,658 shares,
 respectively                                                                                                           |  |                 | (8,004,140 | )                  |   | (7,546,814 | )
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|TOTAL SHAREHOLDERS EQUITY                                                                                                                                                      |  |                 | 31,693,728 |                    |   | 31,744,101 |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS
 EQUITY                                                                                                                                     |  | $               | 36,416,944 |                    | $ | 37,618,815 |  
|                                                                                                                                                                                |  |                 |            |                    |   |            |  

See accompanying notes

3

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WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

|                                                       |  |                                       |           |      |   |            |  
|------------------------------------------------------ |  | ------------------------------------- | --------- | ---- | - | ---------- | -
|                                                       |  | For the Three Months
 Ended March 31, |          
|                                                       |  |                                       |           |      |  
|                                                       |  | 2011                                  |           | 2010 |  
|                                                       |  |                                       |           |      |  
|                                                       |  |                                       |           |      |   |            |  
|NET SALES                                              |  | $                                     | 6,076,955 |      | $ | 6,137,342  |  
|                                                       |  |                                       |           |      |   |            |  
|                                                       |  |                                       |           |      |   |            |  
|COST OF SALES                                          |  |                                       | 3,427,095 |      |   | 3,334,295  |  
|                                                       |  |                                       |           |      |   |            |  
|                                                       |  |                                       |           |      |   |            |  
|GROSS PROFIT                                           |  |                                       | 2,649,860 |      |   | 2,803,047  |  
|                                                       |  |                                       |           |      |   |            |  
|OPERATING EXPENSES                                     |  |                                       |           |      |   |            |  
|Research and development                               |  |                                       | 524,784   |      |   | 541,332    |  
|Sales and marketing                                    |  |                                       | 1,193,807 |      |   | 986,256    |  
|General and administrative                             |  |                                       | 633,637   |      |   | 963,915    |  
|                                                       |  |                                       |           |      |   |            |  
|TOTAL OPERATING EXPENSES                               |  |                                       | 2,352,228 |      |   | 2,491,503  |  
|                                                       |  |                                       |           |      |   |            |  
|                                                       |  |                                       |           |      |   |            |  
|OPERATING INCOME                                       |  |                                       | 297,632   |      |   | 311,544    |  
|                                                       |  |                                       |           |      |   |            |  
|OTHER (INCOME) EXPENSE                                 |  |                                       |           |      |   |            |  
|Interest (income)                                      |  |                                       | (3,296    | )    |   | (3,451     | )
|Interest expense                                       |  |                                       | 52,277    |      |   | 53,482     |  
|Other (income) - net                                   |  |                                       | (55,550   | )    |   | (62,128    | )
|                                                       |  |                                       |           |      |   |            |  
|TOTAL OTHER (INCOME) EXPENSE                           |  |                                       | (6,569    | )    |   | (12,097    | )
|                                                       |  |                                       |           |      |   |            |  
|                                                       |  |                                       |           |      |   |            |  
|INCOME FROM CONTINUING OPERATIONS BEFORE
 INCOME TAXES |  |                                       | 304,201   |      |   | 323,641    |  
|                                                       |  |                                       |           |      |   |            |  
|PROVISION (BENEFIT) FOR INCOME TAXES                   |  |                                       | (81,351   | )    |   | 3,345      |  
|                                                       |  |                                       |           |      |   |            |  
|                                                       |  |                                       |           |      |   |            |  
|INCOME FROM CONTINUING OPERATIONS                      |  |                                       | 385,552   |      |   | 320,296    |  
|                                                       |  |                                       |           |      |   |            |  
|(LOSS) FROM DISCONTINUED OPERATIONS - NET
 OF TAXES    |  |                                       |          |      |   | (1,284,358 | )
|                                                       |  |                                       |           |      |   |            |  
|                                                       |  |                                       |           |      |   |            |  
|NET INCOME (LOSS)                                      |  | $                                     | 385,552   |      | $ | (964,062   | )
|                                                       |  |                                       |           |      |   |            |  
|                                                       |  |                                       |           |      |   |            |  
|INCOME (LOSS) PER COMMON SHARE:                        |  |                                       |           |      |   |            |  
|                                                       |  |                                       |           |      |   |            |  
|BASIC AND DILUTED                                      |  |                                       |           |      |   |            |  
|Continuing operations                                  |  | $                                     | 0.02      |      | $ | 0.01       |  
|Discontinued operations                                |  | $                                     | 0.00      |      | $ | (0.05      | )
|                                                       |  |                                       |           |      |   |            |  
|                                                       |  |                                       |           |      |   |            |  
|NET INCOME (LOSS) PER COMMON SHARE:                    |  | $                                     | 0.02      |      | $ | (0.04      | )
|                                                       |  |                                       |           |      |   |            |  

See accompanying notes

4

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WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

|                                                                                         |  |                                       |            |      |   |            |  
|---------------------------------------------------------------------------------------- |  | ------------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                         |  | For the Three Months
 Ended March 31, |           
|                                                                                         |  |                                       |           
|                                                                                         |  | 2011                                  |            | 2010 |  
|                                                                                         |  |                                       |            |      |  
|                                                                                         |  |                                       |            |      |   |            |  
|CASH
 FLOWS FROM OPERATING ACTIVITIES                                                    |  |                                       |            |      |   |            |  
|Net income (loss)                                                                        |  | $                                     | 385,552    |      | $ | (964,062   | )
|Adjustments to reconcile net income (loss)
 to net cash (used for) operating activities: |  |                                       |            |      |   |            |  
|Depreciation and amortization                                                            |  |                                       | 124,613    |      |   | 219,132    |  
|Loss on sale of discontinued operations                                                  |  |                                       |           |      |   | 609,630    |  
|Stock compensation expense                                                               |  |                                       | 21,401     |      |   | 50,091     |  
|Deferred income taxes                                                                    |  |                                       | (137,571   | )    |   | (43,398    | )
|Provision for (recovery of) losses on
 accounts receivable                               |  |                                       | 18,705     |      |   | (60,800    | )
|Changes in assets and liabilities:                                                       |  |                                       |            |      |   |            |  
|Accounts receivable                                                                      |  |                                       | (91,961    | )    |   | (539,320   | )
|Inventories                                                                              |  |                                       | (162,558   | )    |   | (214,062   | )
|Prepaid expenses and other assets                                                        |  |                                       | 71,699     |      |   | (81,489    | )
|Accounts payable, accrued expenses and
 other current liabilities                        |  |                                       | (1,134,891 | )    |   | (183,398   | )
|                                                                                         |  |                                       |            |      |   |            |  
|Net cash (used for) operating
 activities                                                |  |                                       | (905,011   | )    |   | (1,207,676 | )
|                                                                                         |  |                                       |            |      |   |            |  
|                                                                                         |  |                                       |            |      |   |            |  
|CASH
 FLOWS FROM INVESTING ACTIVITIES                                                    |  |                                       |            |      |   |            |  
|Capital expenditures                                                                     |  |                                       | (122,145   | )    |   | (13,435    | )
|                                                                                         |  |                                       |            |      |   |            |  
|Net cash (used for) investing
 activities                                                |  |                                       | (122,145   | )    |   | (13,435    | )
|                                                                                         |  |                                       |            |      |   |            |  
|                                                                                         |  |                                       |            |      |   |            |  
|CASH
 FLOWS FROM FINANCING ACTIVITIES                                                    |  |                                       |            |      |   |            |  
|Payments of mortgage note                                                                |  |                                       | (16,607    | )    |   | (15,401    | )
|Acquisition of treasury stock - 692,917
 shares                                          |  |                                       | (457,326   | )    |   |           |  
|                                                                                         |  |                                       |            |      |   |            |  
|Net cash (used for) financing
 activities                                                |  |                                       | (473,933   | )    |   | (15,401    | )
|                                                                                         |  |                                       |            |      |   |            |  
|                                                                                         |  |                                       |            |      |   |            |  
|Effect of foreign currency on cash and cash
 equivalents                                 |  |                                       |           |      |   | (97,225    | )
|                                                                                         |  |                                       |            |      |   |            |  
|                                                                                         |  |                                       |            |      |   |            |  
|NET
 (DECREASE) IN CASH AND CASH EQUIVALENTS                                             |  |                                       | (1,501,089 | )    |   | (1,333,737 | )
|                                                                                         |  |                                       |            |      |   |            |  
|Cash and cash equivalents, at beginning of
 period                                       |  |                                       | 13,643,220 |      |   | 14,076,382 |  
|                                                                                         |  |                                       |            |      |   |            |  
|                                                                                         |  |                                       |            |      |   |            |  
|CASH AND CASH EQUIVALENTS, AT
 END OF PERIOD                                             |  | $                                     | 12,142,131 |      | $ | 12,742,645 |  
|                                                                                         |  |                                       |            |      |   |            |  
|                                                                                         |  |                                       |            |      |   |            |  
|SUPPLEMENTAL
 INFORMATION:                                                               |  |                                       |            |      |   |            |  
|Cash paid during the period for:                                                         |  |                                       |            |      |   |            |  
|Taxes                                                                                    |  | $                                     | 1,470      |      | $ | 185,000    |  
|                                                                                         |  |                                       |            |      |   |            |  
|Interest                                                                                 |  | $                                     | 52,277     |      | $ | 53,482     |  

See accompanying notes

5

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WIRELESS TELECOM GROUP, INC.CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(unaudited)

|                                           |  |              |         |                             |   |                    |   |                |           |                              |   |            |   |   |            |  
|------------------------------------------ |  | ------------ | ------- | --------------------------- | - | ------------------ | - | -------------- | --------- | ---------------------------- | - | ---------- | - | - | ---------- | -
|                                           |  | Common Stock |         | Additional Paid
 In Capital |   | Retained
 Earnings |   | Treasury Stock |           | Total
 Shareholders
 Equity |  
|                                           |  |              |         |                             |   |                    |   |                |           |                              |  
|Balances at
 December 31, 2010             |  | $            | 287,539 |                             | $ | 37,746,005         |   | $              | 1,257,371 |                              | $ | (7,546,814 | ) | $ | 31,744,101 |  
|                                           |  |              |         |                             |   |                    |   |                |           |                              |   |            |   |   |            |  
|Net income                                 |  |              |        |                             |   |                   |   |                | 385,552   |                              |   |           |   |   | 385,552    |  
|Shares
 issued under restricted stock plan |  |              | 900     |                             |   | (900               | ) |                |          |                              |   |           |   |   |           |  
|Stock
 compensation expense                |  |              |        |                             |   | 21,401             |   |                |          |                              |   |           |   |   | 21,401     |  
|Repurchase
 of treasury stock              |  |              |        |                             |   |                   |   |                |          |                              |   | (457,326   | ) |   | (457,326   | )
|                                           |  |              |         |                             |   |                    |   |                |           |                              |   |            |   |   |            |  
|                                           |  |              |         |                             |   |                    |   |                |           |                              |   |            |   |   |            |  
|Balances at March 31, 2011                 |  | $            | 288,439 |                             | $ | 37,766,506         |   | $              | 1,642,923 |                              | $ | (8,004,140 | ) | $ | 31,693,728 |  
|                                           |  |              |         |                             |   |                    |   |                |           |                              |   |            |   |   |            |  

See accompanying notes

6

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WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES AND POLICIES

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 condensed consolidated balance sheet as of March 31, 2011, the condensed
 consolidated statements of operations for the three-month periods ended March
 31, 2011 and 2010 and the condensed consolidated statements of cash flows for
 the three-month periods ended March 31, 2011 and 2010 have been prepared by
 the Company without audit. The condensed consolidated financial statements
 include the accounts of Wireless Telecom Group, Inc. and its wholly-owned
 subsidiaries Boonton Electronics Corporation, Microlab/FXR, Willtek
 Communications GmbH (Willtek), WTG Foreign Sales Corporation and NC Mahwah,
 Inc., collectively the Company. All significant intercompany transactions
 and balances have been eliminated in consolidation.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | In
 2010, the Company sold substantially all of the assets and liabilities of its
 foreign subsidiary, Willtek. Accordingly, the operating activities of Willtek
 for the three-months ended March 31, 2010 are included in the Companys
 condensed consolidated statement of operations as discontinued operations
 (see Note 3).                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | In
 the opinion of management, the accompanying condensed consolidated financial
 statements referred to above contain all necessary adjustments, consisting of
 normal accruals and recurring entries, which are necessary to present fairly
 the Companys results for the interim periods being presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The
 accounting policies followed by the Company are set forth in Note 1 to the
 Companys financial statements included in its annual report on Form 10-K for
 the year ended December 31, 2010. Specific reference is made to that report
 since certain information and footnote disclosures normally included in
 financial statements in accordance with accounting principles generally
 accepted in the United States of America (US GAAP) have been condensed or
 omitted from this report.                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The
 preparation of financial statements in conformity with US GAAP requires
 management to make estimates and assumptions that affect the reported amounts
 of assets and liabilities (including inventory valuation, accounts receivable
 valuation, valuation of deferred tax assets, accrued warranty expense,
 estimated fair values of stock options and assets held for sale) and
 disclosure of contingent assets and liabilities at the date of the financial
 statements and reported amounts of net revenue and expenses during the
 reporting period. Actual results could differ from those estimates.                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The
 results of operations for the three-month periods ended March 31, 2011 and
 2010 are not necessarily indicative of the results to be expected for the
 full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Financial
 instruments that potentially subject the Company to concentrations of credit
 risk consist principally of cash and accounts receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The
 Company maintains significant cash investments primarily with two financial
 institutions, which at times may exceed federally insured limits. The Company
 performs periodic evaluations of the relative credit rating of these
 institutions as part of its investment strategy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Concentrations
 of credit risk with respect to accounts receivable are limited due to the
 Companys large customer base. However, at March 31, 2011, primarily all of
 the Companys receivables do pertain to the telecommunications industry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The
 carrying amounts of cash and cash equivalents, trade receivables, other
 current assets and accounts payable approximate fair value due to the
 short-term nature of these instruments. At March 31, 2011, the fair value
 (estimated based upon expected cash outflows discounted at current market
 rates) and carrying value of the fixed rate mortgage payable amounted to
 $2,831,484 and $2,754,652, respectively.                                                                                                                                                                                                                                                                                                                                        

7

---



WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES AND POLICIES (Continued)

|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          | The
 Company considers all highly liquid investments purchased with an original
 maturity of three months or less to be cash equivalents. Cash and cash
 equivalents consist of bank and money market accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                          | The
 Company has evaluated subsequent events and other than events specified in
 this report (see Note 11), the Company has determined that there were no
 other subsequent events or transactions requiring recognition or disclosure
 in the condensed consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                          | Certain
 prior period information has been reclassified to conform to the current
 periods reporting presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                          | In
 December 2010, the Financial Accounting Standards Board (FASB) issued
 Accounting Standard Update (ASU) 2010-28, When to Perform Step 2 of the
 Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying
 Amounts (amendments to FASB ASC Topic 350, Intangibles, Goodwill and Other).
 The objective of this ASU is to address diversity in practice in the
 application of goodwill impairment testing by entities with reporting units
 with zero or negative carrying amounts, eliminating an entitys ability to
 assert that a reporting unit is not required to perform Step 2 because the
 carrying amount of the reporting unit is zero or negative despite the
 existence of qualitative factors that indicate the goodwill is more likely
 than not impaired. This ASU is effective for interim periods after January 1,
 2011. The Companys adoption of this ASU did not have a material impact on
 its condensed consolidated financial statements.                                                                                                                                                                                                                                                                                                          
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                          | In
 April 2010, the FASB issued ASU 2010-17, Revenue Recognition  Milestone
 Method (Topic 605). ASU 2010-17 provides guidance in applying the milestone
 method of revenue recognition to research and development arrangements. Under
 this guidance management may recognize revenue contingent upon the
 achievement of a milestone in its entirety, in the period in which the
 milestone is achieved, only if the milestone meets all the criteria within
 the guidance to be considered substantive. This ASU is effective on a
 prospective basis for research and development milestones achieved in fiscal
 years, beginning on or after June 15, 2010. The Companys adoption of this
 standard did not have a material impact on its condensed consolidated
 financial statements as the Company has no material research and development
 arrangements which will be accounted for under the milestone method.                                                                                                                                                                                                                                                                                                                                                                          
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                          | In
 January 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements. This
 update provides amendments to Subtopic 820-10 that requires new disclosure
 about recurring or nonrecurring fair-value measurements including significant
 transfers into or out of Level 1 and Level 2 fair-value classifications. It
 also requires information on purchases, sales, issuances and settlements on a
 gross basis in the reconciliation of Level 3 fair-value assets and
 liabilities. These disclosures are required for fiscal years beginning on or
 after December 15, 2009. The ASU also clarifies existing fair-value
 measurement disclosure guidance about the level of disaggregation, inputs and
 valuation techniques, which are required to be implemented in fiscal years
 and interim periods beginning on or after December 15, 2010. Since the
 requirements of this ASU only relate to disclosure, the adoption of the
 portion of this guidance that became effective January 1, 2010 did not have a
 material impact on the Companys consolidated financial
 statements. Furthermore, the portion of this guidance that became effective
 January 1, 2011 did not have a material impact in the Companys condensed
 consolidated financial statements.

8

---



WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 3  DISCONTINUED OPERATIONS

| |                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As
 mentioned above (see Note 1), the operating activities of Willtek for the
 three-months ended March 31, 2010 are included in the Companys condensed
 consolidated statement of operations as discontinued operations. The
 following table summarizes the components of discontinued operations for the
 three-months ended March 31, 2010:

|                                                  |  |   |            |  
|------------------------------------------------- |  | - | ---------- | -
|Net sales                                         |  | $ | 5,108,979  |  
|Gross profit                                      |  |   | 2,206,293  |  
|(Loss) from discontinued
 operations before taxes |  |   | (674,487   | )
|Provision for income taxes                        |  |   | 241        |  
|(Loss) from discontinued
 operations              |  |   | (674,728   | )
|(Loss) on sale of
 discontinued operations        |  |   | (609,630   | )
|                                                  |  |   |            |  
|Net income (loss) from
 discontinued operations   |  | $ | (1,284,358 | )
|                                                  |  |   |            |  

| |                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash
 flows from discontinued operations for the three-months ended March 31, 2010
 are combined with the cash flows from operations within each of the three
 categories presented below. Cash flows from discontinued operations for the
 three-months ended March 31, 2010 are as follows:

|                                      |  |   |          |  
|------------------------------------- |  | - | -------- | -
|Cash flows from operating
 activities |  | $ | (760,452 | )
|Cash flows from investing
 activities |  | $ | (6,339   | )
|Cash flows from financing
 activities |  | $ |         |  

NOTE 4  INCOME TAXES

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 Company records deferred taxes in accordance with ASC 740, Accounting for
 Income Taxes. This ASC requires recognition of deferred tax assets and
 liabilities for temporary differences between tax basis of assets and
 liabilities and the amounts at which they are carried in the financial
 statements, based upon the enacted rates in effect for the year in which the
 differences are expected to reverse. The Company establishes a valuation
 allowance when necessary to reduce deferred tax assets to the amount expected
 to be realized. The Company periodically assesses the value of its deferred
 tax asset and determines the necessity for a valuation allowance. The Company
 evaluates which portion, if any, will more likely than not be realized by
 offsetting future taxable income, taking into consideration any limitations
 that may exist on its use of its net operating loss carry-forwards.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The
 components of deferred income taxes are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                                           |  |                  |             |                     |   |             |  
|---------------------------------------------------------- |  | ---------------- | ----------- | ------------------- | - | ----------- | -
|                                                           |  | March
 31,
 2011 |             | December
 31,
 2010 |  
|                                                           |  |                  |             |                     |  
|Deferred tax assets:                                       |  |                  |             |                     |   |             |  
|Uniform capitalization of inventory costs for tax purposes |  | $                | 189,006     |                     | $ | 185,024     |  
|Allowances for doubtful accounts                           |  |                  | 37,010      |                     |   | 29,528      |  
|Accruals                                                   |  |                  | 30,000      |                     |   | 242,663     |  
|Tax effect of goodwill                                     |  |                  | (141,904    | )                   |   | (116,228    | )
|Book depreciation over tax                                 |  |                  | 28,180      |                     |   | 23,494      |  
|Net operating loss carryforward                            |  |                  | 18,574,491  |                     |   | 18,709,159  |  
|                                                           |  |                  |             |                     |   |             |  
|                                                           |  |                  | 18,716,783  |                     |   | 19,073,640  |  
|Valuation allowance for deferred tax assets                |  |                  | (12,885,822 | )                   |   | (13,380,250 | )
|                                                           |  |                  |             |                     |   |             |  
|                                                           |  | $                | 5,830,961   |                     | $ | 5,693,390   |  
|                                                           |  |                  |             |                     |   |             |  

9

---



WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 4  INCOME TAXES (Continued)

|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                        | Under
 ASC 740, the Company must recognize the tax benefit from an uncertain
 position only if it is more-likely-than-not the tax position will be
 sustained on examination by the taxing authority, based on the technical
 merits of the position. The tax benefits recognized in the financial
 statements attributable to such position are measured based on the largest
 benefit that has a greater than 50% likelihood of being realized upon the
 ultimate resolution of the position.                                                                                                                                                
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                        | By
 adoption of ASC 740, the Company has analyzed its filing positions in all of
 the federal, state and foreign jurisdictions where it is required to file
 income tax returns. As of March 31, 2011, the Company has identified its
 federal tax return, its state tax return in New Jersey and its foreign return
 in Germany as major tax jurisdictions, as defined, in which it is required
 to file income tax returns. Based on the evaluations noted above, the Company
 has concluded that there are no significant uncertain tax positions requiring
 recognition or disclosure in its condensed consolidated financial statements.
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                        | Based
 on a review of tax positions for all open years and contingencies as set out
 in Companys notes to the consolidated financial statements, no reserves for
 uncertain income tax positions have been recorded pursuant to ASC 740 during
 the periods ended March 31, 2011 and 2010.                                                                                                                                                                                                                                                                                                                                                    
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|NOTE 5 - INCOME (LOSS) PER COMMON SHARE
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                        | Basic
 earnings (loss) per share is calculated by dividing income (loss) available
 to common shareholders by the weighted average number of shares of common
 stock outstanding during the period. Diluted earnings (loss) per share are
 calculated by using the weighted average number of shares of common stock
 outstanding and, when dilutive, potential shares from stock options and
 warrants to purchase common stock, using the treasury stock method.                                                                                                                                                                             

|                                                               |  |                                 |            |      |  |            | 
|-------------------------------------------------------------- |  | ------------------------------- | ---------- | ---- |  | ---------- | 
|                                                               |  | Three
 Months Ended 
 March 31, |           
|                                                               |  | 2011                            |            | 2010 | 
|                                                               |  |                                 |            |      | 
|                                                              
|Weighted average common
 shares outstanding                    |  |                                 | 24,981,985 |      |  | 25,658,203 | 
|Potentially dilutive stock options                             |  |                                 | 251,490    |      |  | 38,807     | 
|                                                               |  |                                 |            |      |  |            | 
|Weighted average common
 shares outstanding, assuming dilution |  |                                 | 25,233,475 |      |  | 25,697,010 | 
|                                                               |  |                                 |            |      |  |            | 

|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     | Common
 stock options are included in the diluted earnings (loss) per share
 calculation when the various option exercise prices are less than their
 relative average market price during the periods presented in this quarterly
 report. The weighted average number of options not included in diluted
 earnings (loss) per share, because the effects are anti-dilutive, was
 2,262,177 and 2,270,160 for the three-months ended March 31, 2011 and 2010,
 respectively.
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|NOTE 6  INVENTORIES
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                     | Inventory
 carrying value is net of inventory reserves of $476,729 and $452,310 at March
 31, 2011 and December 31, 2010, respectively.                                                                                                                                                                                                                                                                                                                                      

|                         |  |               |           |                    |   |          
|------------------------ |  | ------------- | --------- | ------------------ | - | ---------
|Inventories
 consist of: |  | March 31,2011 |           | December 31,
 2010
|                         |  |               |           |                   
|                         |  |               |           |                    |   |          
|Raw
 materials           |  | $             | 4,552,915 |                    | $ | 4,632,195
|Work-in-process          |  |               | 1,061,211 |                    |   | 830,684  
|Finished
 goods          |  |               | 1,483,604 |                    |   | 1,472,293
|                         |  |               |           |                    |   |          
|                         |  | $             | 7,097,730 |                    | $ | 6,935,172
|                         |  |               |           |                    |   |          

10

---



WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 7 - GOODWILL

|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                  | The
 Company reviews the goodwill of its subsidiary, Microlab, for impairment
 whenever events or changes in circumstances indicate that the carrying amount
 of this asset may not be recoverable, and also reviews Microlabs goodwill
 annually in accordance with Accounting Standards Codification (ASC) 350,
 Accounting for Business Combinations, Goodwill, and Other Intangible Assets.
 The process of evaluating the potential impairment of goodwill is ongoing,
 subjective and requires significant judgment and estimates regarding future
 cash flows and forecasts. Goodwill represents the excess of the cost of an
 acquisition over fair value of net assets acquired. Testing for the
 impairment of goodwill involves a two step process. The first step of the
 impairment test requires the comparing of a reporting units fair value to
 its carrying value. If the carrying value is less than the fair value, no
 impairment exists and the second step is not performed. If the carrying value
 is higher than the fair value, there is an indication that impairment may
 exist and the second step must be performed to compute the amount of the
 impairment.
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | In
 the second step, the impairment is computed by estimating the fair value of
 all recognized and unrecognized assets and liabilities of the reporting unit
 and comparing the implied fair value of reporting unit goodwill with the
 carrying amount of that units goodwill. As noted above, goodwill is
 attributable to one of the Companys reporting units, Microlab.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|NOTE 8 - ACCOUNTING FOR STOCK BASED
 COMPENSATION
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | The Company follows the provisions of ASC 718,
 Share-Based Payment. The Companys results for the three-month periods
 ended March 31, 2011 and 2010 include share-based compensation expense
 totaling $21,401 and $50,091, respectively. Such amounts have been included
 in the Condensed Consolidated Statements of Operations within operating
 expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | Stock
 option compensation expense relative to service-based options is the
 estimated fair value of options granted, amortized on a straight-line basis
 over the requisite service period. Stock option compensation expense relating
 to performance-based options is the estimated fair value of options granted,
 recognized when stated performance targets are achieved, or expected to be
 achieved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | The
 fair value of options at the date of grant was estimated using the
 Black-Scholes option pricing model. For all performance-based options
 granted, the Company took into consideration guidance under ASC 718 and SEC
 Staff Accounting Bulletin No. 107 (SAB 107) when reviewing and updating
 assumptions. The expected option life is derived from assumed exercise rates
 based upon historical exercise patterns and represents the period of time
 that options granted are expected to be outstanding. The expected volatility
 is based upon historical volatility of our shares using weekly price
 observations over an observation period that approximates the expected life
 of the options. The risk-free rate is based on the U.S. Treasury yield curve
 rate in effect at the time of grant for periods similar to the expected
 option life. The estimated forfeiture rate included in the option valuation
 was zero.                                                                                                                                                                                                                                                  
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | The
 Company did not grant stock options during either of the three-months ended
 March 31, 2011 or 2010. Additionally, no stock options were exercised,
 forfeited or canceled during either of the three-months ended March 31, 2011
 or 2010. At March 31, 2011, the total number of stock option shares
 outstanding, which includes both service-based and performance-based options,
 was 2,513,667.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | The
 following table represents our service-based stock options granted,
 exercised, forfeited and canceled during the first three months of 2011:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

11

---



WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 8 - ACCOUNTING FOR STOCK BASED
COMPENSATION (Continued)

|                                |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|------------------------------- |  | ----------------- | --------- | -------------------------------------------- | - | ----------------------------------------------- |  | --------------------------- | --- |  |  | - | 
|                                |  | Number of
 Shares |           | Weighted
 Average
 Exercise
 Price per share |   | Weighted
 Average
 Remaining
 Contractual
 Term |  | Aggregate
 Intrinsic
 Value |    
|                                |  |                   |           |                                              |   |                                                 |  |                             |    
|Service-based
 Stock Options    |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|Outstanding
 at January 1, 2011 |  |                   | 1,143,667 |                                              | $ | 2.60                                            |  |                             |     |  |  |   | 
|Granted                         |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|Exercised                       |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|Forfeited/Expired               |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|Canceled                        |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|                                |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|Outstanding
 at March 31, 2011  |  |                   | 1,143,667 |                                              | $ | 2.60                                            |  |                             | 3.5 |  |  |  | 
|                                |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|                                |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|Exercisable
 at March 31, 2011  |  |                   | 1,083,667 |                                              | $ | 2.58                                            |  |                             | 3.2 |  |  |  | 
|                                |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 

| |                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 following table represents our performance-based stock options granted,
 exercised, forfeited and canceled during the first three months of 2011:

|                                 |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|-------------------------------- |  | ----------------- | --------- | -------------------------------------------- | - | ----------------------------------------------- |  | --------------------------- | --- |  |  | - | 
|                                 |  | Number of
 Shares |           | Weighted
 Average
 Exercise
 Price per share |   | Weighted
 Average
 Remaining
 Contractual
 Term |  | Aggregate
 Intrinsic
 Value |    
|                                 |  |                   |           |                                              |   |                                                 |  |                             |    
|Performance-based
 Stock Options |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|Outstanding
 at January 1, 2011  |  |                   | 1,370,000 |                                              | $ | 0.92                                            |  |                             |     |  |  |   | 
|Granted                          |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|Exercised                        |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|Forfeited/Expired                |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|Canceled                         |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|                                 |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|Outstanding
 at March 31, 2011   |  |                   | 1,370,000 |                                              | $ | 0.92                                            |  |                             | 8.8 |  |  |  | 
|                                 |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|                                 |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|Exercisable
 at March 31, 2011   |  |                   |          |                                              |   |                                                |  |                             |    |  |  |  | 
|                                 |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As
 of March 31, 2011, the unearned compensation related to Company granted
 service-based incentive stock options is $39,003 which will continue to be
 amortized on a straight-line basis through the end of 2011. The fair value,
 and unamortized amount, of performance-based options granted by the Company
 as of March 31, 2011 is $836,959. This unearned compensation will not be
 recognized until management considers the respective performance conditions
 to be achievable.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | On
 March 22, 2011, the Company awarded 50,000 shares of restricted common stock to
 its Chief Executive Officer. The shares were granted at the March 22, 2011
 closing market price of $1.08 per share and will fully vest on the one-year
 anniversary from date of grant. The total compensation expense to be
 recognized over the vesting period is $54,000 which will be amortized on a
 straight-line basis.                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | A
 summary of the status of the Companys non-vested restricted common stock as
 of March 31, 2011, and changes during the three-months ended March 31, 2011
 are presented below:                                                                                                                                                                                                                                                                                                         

|                               |  |                   |        |                                           |   |      | 
|------------------------------ |  | ----------------- | ------ | ----------------------------------------- | - | ---- | 
|Non-vested Shares              |  | Number
 of Shares |        | Weighted
 Average
 Grant Date
 Fair Value |  
|                               |  |                   |        |                                           |  
|Non-vested at January 1,
 2011 |  |                   | 40,000 |                                           | $ | 0.84 | 
|Granted                        |  |                   | 50,000 |                                           | $ | 1.08 | 
|Vested                         |  |                   |       |                                           |   |     | 
|                               |  |                   |        |                                           |   |      | 
|Non-vested at March 31,
 2011  |  |                   | 90,000 |                                           | $ | 0.97 | 
|                               |  |                   |        |                                           |   |      | 

| |                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of March 31, 2011, the unearned compensation related to Company
 granted restricted stock is $62,400 which will continue to be amortized
 through March 31, 2012.

12

---



WIRELESS TELECOM GROUP, INC. 
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
(unaudited)

NOTE 9  SEGMENT INFORMATION: REGIONAL SALES

The Company, in accordance with ASC 280,
Disclosures about Segments of an Enterprise and Related Information, has
disclosed the following segment information: For the Three Months 
 Ended March 31,Revenues by region
 
 2011
 
 2010Americas
 
 $
 4,061,963
 
 $
 4,225,397Europe, Middle East, Africa
 (EMEA)
 
 
 1,548,266
 
 
 1,408,101Asia Pacific (APAC)
 
 
 466,726
 
 
 503,844$
 6,076,955
 
 $
 6,137,342 Net sales are attributable to a geographic
area based on the destination of the product shipment. The majority of
shipments in the Americas are to customers located within the United States.
For the three-months ended March 31, 2011 and 2010, sales in the United States
amounted to $3,819,327 and $3,808,018, respectively. For the three-months ended
March 31, 2011 and 2010, shipments to the EMEA region were not significantly
concentrated in one country. Shipments to the APAC region were largely
concentrated in China. For the three-months ended March 31, 2011 and 2010,
sales in China amounted to $217,626 and $245,895, respectively.


NOTE 10 - COMMITMENTS AND CONTINGENCIES

The Company typically provides one-year
warranties on all of its products covering both parts and labor. The Company,
at its option, repairs or replaces products that are defective during the
warranty period if the proper preventive maintenance procedures have been
followed by its customers. Historically, warranty expense within the Company
has been minimal. In 2009, there was a onetime increase of $240,000 in warranty
costs due to the potential rework of specific product shipped in 2008. In the
first quarter of 2011, the Company reversed the one-time warranty accrual as
this product is no longer being produced at original specifications and
management believes there is a remote likelihood that any units will be
returned. This amount represented the maximum potential warranty related to
these shipments. Following an investigation by the New Jersey
Department of Environmental Protection (NJDEP) in 1982, of the waste disposal
practices at a certain site formerly leased by Boonton, the Company put a
ground water management plan into effect as approved by the NJDEP. Costs
associated with this site are charged directly to income as incurred. The owner
of this site has previously notified the Company that if the NJDEP
investigation proves to have interfered with a sale of the property, the owner
may seek to hold the Company liable for any resulting damages. Since May 1983,
the owner has been on notice of this problem and has failed to institute any
legal proceedings with respect thereto. While this does not bar the owner from
instituting a suit, it is the opinion of the Companys legal counsel that it is
unlikely that the owner would prevail on any claim. In 2010, the Company hired a new
environmental consultant to evaluate the results of the current remediation plan
that has been in effect since 1982. The Company is diligently pursuing efforts
to satisfy the requirements of the original plan and receive a new
determination from the NJDEP. While management anticipates that the
expenditures in connection with this site will not be substantial in future
years, the Company could be subject to significant future liabilities and may
incur significant future expenditures if further contaminants from Boontons
testing are identified and the NJDEP requires additional remediation
activities. Management is unable to estimate future remediation costs, if any,
at this time. The Company will continue to be liable under the plan, in all
future years, until such time as the NJDEP releases it from all obligations
applicable thereto. In 2010, the Company entered into a software
license and support agreement with an accounting and business software supplier
as part of an investment to upgrade the Companys business and systems
infrastructure. The costs associated with the systems migration are expected
not to exceed $350,000.


13

---



WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
(unaudited)

NOTE 10 - COMMITMENTS AND CONTINGENCIES
(Continued)

The Company maintains a line of credit with
its investment bank. The credit facility provides borrowing availability of up
to 100% of the Companys money market account balance and 99% of the Companys
short-term investment securities (U.S. Treasury bills) and, under the terms and
conditions of the loan agreement, is fully secured by said money fund account
and short-term investment holdings. Advances under the facility will bear
interest at a variable rate equal to the London InterBank Offered Rate
(LIBOR) in effect at time of borrowing. Additionally, under the terms and
conditions of the loan agreement, there is no annual fee and any amount
outstanding under the loan facility may be paid at any time in whole or in part
without penalty. As of March 31, 2011, the Company had no borrowings
outstanding under the facility and approximately $6,000,000 of borrowing
availability. The Company has no current plans to borrow from this credit
facility as it believes its present cash balances will adequately meet
near-term working capital requirements. Proprietary information and know-how are
important to the Companys commercial success. There can be no assurance that
others will not either develop independently the same or similar information or
obtain and use proprietary information of the Company. Certain key employees
have signed confidentiality and non-compete agreements regarding the Companys
proprietary information. The Company believes that its products do not
infringe the proprietary rights of third parties. There can be no assurance,
however, that third parties will not assert infringement claims in the future.


NOTE 11 - SUBSEQUENT EVENT

On May 5, 2011, the Company entered into a
building lease agreement with its current landlord to remain at its principal
corporate headquarters in Hanover Township, Parsippany, NJ. The term of the
lease agreement is for three years beginning October 1, 2011 and ending
September 30, 2014. The Company will benefit from a reduction in the base rent
rate, realizing savings of approximately $480,000 over the three year term, or approximately
$160,000 when annualized.


14

---



ITEM 2 -
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

Wireless Telecom Group, Inc., and its
operating subsidiaries, (collectively, the Company), develop, manufacture and
market a wide variety of electronic noise sources, electronic testing and
measuring instruments including power meters, voltmeters and modulation meters
and high-power passive microwave components for wireless products. The
Companys products have historically been primarily used to test the
performance and capability of cellular/PCS and satellite communication systems
and to measure the power of RF and microwave systems. Other applications
include radio, radar, wireless local area network (WLAN) and digital
television.

In 2010, the Company sold substantially all
of the assets and liabilities of its foreign subsidiary, Willtek. Accordingly,
the operating activities of Willtek for the three-months ended March 31, 2010
are included in the Companys condensed consolidated statement of operations as
discontinued operations.

The financial information presented herein includes:


(i) Condensed Consolidated Balance Sheets as
of March 31, 2011 (unaudited) and as of December 31, 2010 (ii) Condensed
Consolidated Statements of Operations for the three-month periods ended March
31, 2011 (unaudited) and 2010 (unaudited) and (iii) Condensed Consolidated
Statements of Cash Flows for the three-month periods ended March 31, 2011
(unaudited) and 2010 (unaudited).


FORWARD LOOKING STATEMENTS

The statements contained in this Quarterly
Report on Form 10-Q that are not historical facts, including, without
limitation, the statements under Managements Discussion and Analysis of
Financial Condition and Results of Operations, are forward-looking statements
as defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may be identified by, among other things, the use of
forward-looking terminology such as believes, expects, intends, plans,
may, will, should, anticipates or continues or the negative thereof
of other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. These statements are based on the
Companys current expectations of future events and are subject to a number of
risks and uncertainties that may cause the Companys actual results to differ
materially from those described in the forward-looking statements. These risks
and uncertainties include, but are not limited to, product demand and
development of competitive technologies in our market sector, the impact of
competitive products and pricing, the loss of any significant customers, the
effects of adoption of newly announced accounting standards, the effects of
economic conditions and trade, legal and other economic risks, among others.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected. These risks and uncertainties are
disclosed from time to time in the Companys filings with the Securities and
Exchange Commission, the Companys press releases and in oral statements made
by or with the approval of authorized personnel. The Company assumes no
obligation to update any forward-looking statements as a result of new
information or future events or developments.

CRITICAL ACCOUNTING POLICIES

Managements discussion and analysis of the
financial condition and results of operations are based upon the Companys
condensed consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires the Company
to make estimates and judgments 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 amount of revenues and expenses for
each period. The following represents a summary of the Companys critical
accounting policies, defined as those policies that the Company believes are:
(a) the most important to the portrayal of its financial condition and results
of operations, and (b) that require managements most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the
effects of matters that are inherently uncertain.

15

---



ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Share-Based Compensation

The Company follows the provisions of
Accounting Standards Codification (ASC) 718, Share-Based Payment. The fair
value of options at the date of grant was estimated using the Black-Scholes
option pricing model. For the performance-based options granted, the Company
takes into consideration guidance under ASC 718 and SEC Staff Accounting
Bulletin No. 107 (SAB 107) when reviewing and updating assumptions. The
expected option life is derived from assumed exercise rates based upon
historical exercise patterns and represents the period of time that options
granted are expected to be outstanding. The expected volatility is based upon
historical volatility of our shares using weekly price observations over an
observation period of three years. The risk-free rate is based on the U.S.
Treasury yield curve rate in effect at the time of grant for periods similar to
the expected option life. The estimated forfeiture rate included in the option
valuation was zero.

Revenue Recognition

Revenue from product shipments, including
shipping and handling fees, is recognized once delivery has occurred provided
that persuasive evidence of an arrangement exists, the price is fixed or
determinable, and collectibility is reasonably assured. Delivery is considered
to have occurred when title and risk of loss have transferred to the customer.
Sales to international distributors are recognized in the same manner. If title
does not pass until the product reaches the customers delivery site, then
recognition of revenue is deferred until that time. There are no formal sales
incentives offered to any of the Companys customers. Volume discounts may be
offered from time to time to customers purchasing large quantities on a per
transaction basis. There are no special post shipment obligations or acceptance
provisions that exist with any sales arrangements.

Valuation of Inventory

Raw material inventories are stated at the
lower of cost (first-in, first-out method) or market. Finished goods and
work-in-process are valued at average cost of production, which includes
material, labor and manufacturing expenses.

Allowances for Doubtful Accounts

The Company maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. A key consideration in estimating the allowance for
doubtful accounts has been, and will continue to be, our customers payment
history and aging of its accounts receivable balance. If the financial
condition of any of its customers were to decline, additional allowances might
be required.

Income Taxes

The Company records deferred taxes in
accordance with ASC 740, Accounting for Income Taxes. This ASC requires
recognition of deferred tax assets and liabilities for temporary differences
between tax basis of assets and liabilities and the amounts at which they are
carried in the financial statements, based upon the enacted rates in effect for
the year in which the differences are expected to reverse. The Company
establishes a valuation allowance when necessary to reduce deferred tax assets
to the amount expected to be realized. The Company periodically assesses the
value of its deferred tax asset, a majority of which has been generated by a
history of net operating losses and determines the necessity for a valuation
allowance. The Company evaluates which portion, if any, will more likely than
not be realized by offsetting future taxable income, taking into consideration
any limitations that may exist on its use of its net operating loss
carry-forwards.

Uncertain Tax Positions

Under ASC 740, the Company must recognize the
tax benefit from an uncertain position only if it is more-likely-than-not the
tax position will be sustained on examination by the taxing authority, based on
the technical merits of the position. The tax benefits recognized in the
financial statements attributable to such position are measured based on the
largest benefit that has a greater than 50% likelihood of being realized upon
the ultimate resolution of the position.

16

---



ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

By adoption of ASC 740, the Company has
analyzed its filing positions in all of the federal, state and foreign
jurisdictions where it is required to file income tax returns. As of March 31,
2011 and December 31, 2010, the Company has identified its federal tax return,
its state tax return in New Jersey and its foreign return in Germany as major
tax jurisdictions, as defined, in which it is required to file income tax
returns. Based on the evaluations noted above, the Company has concluded that
there are no significant uncertain tax positions requiring recognition or
disclosure in its consolidated financial statements.

Based on a review of tax positions for all open years and contingencies
as set out in Companys notes to the consolidated financial statements, no
reserves for uncertain income tax positions have been recorded pursuant to ASC
740 during the periods ended March 31, 2011 and 2010.

RESULTS OF OPERATIONS

The following discussion of our financial
condition and results of operations should be read in conjunction with our
interim condensed consolidated financial statements and the notes to those
statements included in Part I, Item I of this Quarterly Report on Form 10-Q and
in conjunction with the consolidated financial statements contained in our
Annual Report on Form 10-K for the year ended December 31, 2010.

For the three-months ended March 31, 2011 as
compared to the corresponding period of the previous year, net sales slightly
decreased to approximately $6,077,000 from approximately $6,137,000, a decrease
of approximately $60,000 or 1.0%. This slight decrease is primarily due to what
management believes is a temporary softening in demand for the Companys
products and services, driven mostly by the delay in the release of government
related programs. The Company expects government spending on specific defense
programs to increase throughout 2011 as spending budgets are approved.

Gross profit on net sales for the
three-months ended March 31, 2011 was approximately $2,650,000 or 43.6% as
compared to approximately $2,803,000 or 45.7% of net sales for the three-months
ended March 31, 2010. Gross profit margins are lower for the three-months ended
March 31, 2011 as compared to the same period of the previous year primarily
due to significant non-recurring costs being allocated to comparatively flat
revenues and an unfavorable product mix. During the three-months ended March
31, 2011, the Company incurred severance costs relating to the implementation
of a cost reduction plan which included several manufacturing employees. The
severance amount paid to these manufacturing employees was approximately
$73,000. Additionally, during the quarter ended March 31, 2011, the Company
carried excess inventory in the amount of approximately $270,000 relating to
    a recently discontinued product line. This inventory was sold in its entirety
at cost which negatively impacted gross profit.

The Companys products consist of several
models with varying degrees of capabilities which can be customized to meet
particular customer requirements. They may be incorporated directly into the
electronic equipment concerned or may be stand alone components or devices that
are connected to, or used in conjunction with, such equipment from an external
site, in the factory or in the field. The Company can experience variations in
gross profit based upon the mix of these products sold, as well as, variations
due to revenue volume and economies of scale. Manufacturing overhead costs
remained relatively consistent period over period. The Company continues to
carefully monitor costs associated with material acquisition, manufacturing and
production.

Operating expenses for the three-months ended
March 31, 2011 were approximately $2,352,000 or 39% of net sales as compared to
approximately $2,492,000 or 41% of net sales for the three-months ended March
31, 2010. Operating expenses are lower for the three-months ended March 31,
2011 primarily due to decreases in general and administrative expenses and a
slight decrease in research and development expenses, offset by an increase in
sales and marketing expenses. The decreases in general and administrative
expenses are primarily due to a decrease in non-cash stock option charges, a
decrease in professional fees and the reversal of a specific warranty accrual
in the amount of $240,000 relating to product shipped in 2008. The Company determined
that there is a remote likelihood that any of these specific units will be
returned and subsequently reversed the accrual. Sales and marketing expenses
increased primarily due to higher, order-specific commissions paid to the
Companys external, non-employee sales representatives and severance paid to
certain sales employees in connection with the cost reduction plan mentioned
above.

17

---



ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Interest income was approximately $3,000 the
three-months ended March 31, 2011 and 2010, respectively. Interest income is
derived from the Companys cash investment account. Substantially all of the
Companys cash is invested in money market funds. Other income, net of other
non-operating expense, decreased by approximately $6,000 for the three-months
ended March 31, 2011 as compared to the corresponding period of the previous
year. The decrease in other income is primarily due to non-operating expense
incurred during the quarter ended March 31, 2011 for services relating to the
ground water testing being performed at the former site of the Companys
subsidiary, Boonton. The Company has been testing the ground water in this site
since 1982 in accordance with state regulations. The Company has hired a new
environmental consultant to evaluate the results of the current remediation
plan that has been in effect since 1982. The Company is diligently pursuing
efforts to satisfy the requirements of the original plan and receive a new
determination from the NJDEP. Management continues to be encouraged by recent
test results which support improvements in ground water conditions over time.
While management anticipates that the expenditures in connection with this site
will not be substantial in future years, the Company could be subject to
significant future liabilities and may incur significant future expenditures if
any additional contamination is identified and the NJDEP requires additional
remediation.

The income tax benefit for the quarter ended
March 31, 2011 includes an adjustment to deferred taxes of approximately
$138,000 based upon estimated realizable amounts of the utilization of
operating loss carryforwards, offset by state income tax expense of approximately
$57,000. For the quarter ended March 31, 2010, income tax expense includes
state income tax expense of approximately $46,000, offset by an adjustment to
deferred taxes of approximately $43,000. The Company has recorded a net
deferred tax benefit for federal tax purposes in connection with its
disposition of Willtek. This tax benefit is expected to be realized in future
periods as taxable income in those periods will be offset by net operating loss
carryforwards. Management has provided a valuation allowance in the deferred
tax asset resulting from these net operating loss carryforwards based upon the
expected benefit to be realized from the future utilization of these
carryforward losses. In evaluating the recoverability of the deferred tax
asset, management projects actual taxable income over the next five years.
Accordingly, the recorded amount of the deferred tax asset is subject to
judgment by management and could differ from the actual benefit.

For the three-months ended March 31, 2011,
the Company realized income from continuing operations of approximately
$386,000 or $0.02 per share on a diluted basis, as compared to income from
continuing operations of approximately $320,000 or $0.01 per share on a diluted
basis for the three-months ended March 31, 2010, an increase of approximately
$66,000. This increase was primarily due to the analysis mentioned above.

For the three-months ended March 31, 2011, net results from
discontinued operations was $0 or $0.00 per share on a diluted basis as
compared to a net loss from discontinued operations of approximately $1,284,000
or $0.05 per share on a diluted basis for the three-months ended March 31,
2010. The loss during the three-months ended March 31, 2010 was primarily due
to approximately $609,000 of a loss recognized on the sale of Willtek resulting
from an increase in anticipated closing costs and approximately $675,000 of
operating losses in Willtek.

Net income was approximately $386,000 or
$0.02 income per share on a diluted basis for the quarter ended March 31, 2011
as compared to a net loss of approximately $964,000 or $0.04 loss per share on
a diluted basis for the quarter ended March 31, 2010, an increase of
approximately $1,350,000. The net income and loss fluctuation was primarily due
to the divestiture of Willtek as mentioned in the overall analysis above.

LIQUIDITY AND CAPITAL RESOURCES:

The Companys working capital has decreased
by approximately $408,000 to approximately $22,225,000 at March 31, 2011, from
approximately $22,633,000 at December 31, 2010. The decrease in working capital
is primarily due to the repurchase of approximately 693,000 shares of the
Companys common stock in 2011. At March 31, 2011 the Company had a current
ratio of 11.9 to 1, and a ratio of debt to tangible net worth of .2 to 1. At
December 31, 2010, the Company had a current ratio of 8.1 to 1, and ratio of
debt to tangible net worth of .2 to 1.

The Company had cash and cash equivalents of
approximately $12,142,000 at March 31, 2011, compared to approximately
$13,643,000 at December 31, 2010. In January 2011, the Company paid
approximately $874,000 in disposition fees relating to the sale of Willtek
which were recorded as accrued expenses in the Companys consolidated balance
sheet at December 31, 2010. The Company believes its current level of cash and
cash equivalents is sufficient to fund the current operating, investing and
financing activities.

18

---



ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The Company expects to realize tax benefits
in future periods due to the available net operating loss carryforwards
resulting from the disposition of Willtek in 2010. Accordingly, future taxable
income is expected to be offset by the utilization of operating loss carryforwards
and as a result, will increase the Companys liquidity as cash needed to pay
Federal income taxes will be substantially reduced.

The Company used cash for operating
activities of approximately $905,000 for the three-month period ending March
31, 2011. The primary use of this cash was due to a decrease in accounts
payable, accrued expenses and other current liabilities, an increase in
inventory and an increase in accounts receivable, partially offset by a
decrease in prepaid expenses and other assets.

The Company has historically been able to
turn over its accounts receivable approximately every two months. This average
collection period has been sufficient to provide the working capital and
liquidity necessary to operate the Company.

The Company used cash for operating
activities, including discontinued operations, of approximately $1,208,000 for
the three-month period ending March 31, 2010. The primary use of this cash was
due to a loss from operations as well as an increase in accounts receivable, an
increase in inventory, a decrease in accounts payable, accrued expenses and
other current liabilities, and an increase in prepaid expenses and other
assets.

Net cash used for investing activities for
the three-months ended March 31, 2011 and 2010 was approximately $122,000 and
$13,000, respectively. The use of these funds was for capital expenditures.

Cash used for financing activities for the
three-months ended March 31, 2011 was approximately $474,000. The use of these
funds was for the acquisition of treasury stock, which was approved by the
Companys board of directors in 2010, and the periodic payment of a mortgage
note. For the three-months ended March 31, 2010, cash used for financing
activities was approximately $15,000. The use of these funds was for the
periodic payment of a mortgage note.

The Company maintains a line of credit with
its investment bank. The credit facility provides borrowing availability of up
to 100% of the Companys money market account balance and 99% of the Companys
short-term investment securities (U.S. Treasury bills) and, under the terms and
conditions of the loan agreement, is fully secured by said money fund account
and short-term investment holdings. Advances under the facility will bear
interest at a variable rate equal to the London InterBank Offered Rate
(LIBOR) in effect at time of borrowing. Additionally, there is no annual fee
and any amount outstanding under the loan facility may be paid at any time in
whole or in part without penalty. As of March 31, 2011, the Company had no
borrowings outstanding under the facility and approximately $6,000,000 of
borrowing availability.

The Company believes that its financial
resources from working capital are adequate to meet its current needs. However,
should current global economic conditions deteriorate, additional working
capital funding may be required which may be difficult to obtain due to
restrictive credit markets.

OFF-BALANCE SHEET ARRANGEMENTS

Other than contractual obligations incurred
in the normal course of business, the Company does not have any off-balance
sheet arrangements.

INFLATION AND SEASONALITY

The Company does not anticipate that
inflation will significantly impact its business or its results of operations
nor does it believe that its business is seasonal.

19

---



ITEM 3 -
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4 - CONTROLS
AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, as of the end of the period covered by this
report, we conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Act of 1934. Our disclosure
controls and procedures are designed to provide reasonable assurance that the
information required to be included in our Securities and Exchange Commission
(SEC) reports is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, relating to Wireless Telecom Group,
Inc., including our consolidated subsidiaries, and was made known to them by
others within those entities, particularly during the period when this report
was being prepared. Based on this evaluation, our principal executive officer
and principal financial officer concluded that, as of the period covered by
this report, our disclosure controls and procedures are effective at these
reasonable assurance levels.

(b) Changes in Internal Controls over Financial Reporting

In connection with the evaluation required by
paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change
identified in our internal control over financial reporting that occurred
during the last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

20

---



PART II - OTHER
INFORMATION

|                                                                     |                                                                                                                                                    
|-------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1. LEGAL PROCEEDINGS                                           
|                                                                     |                                                                                                                                                    
|                                                                     | The
 Company is not aware of any material legal proceeding against the Company or
 in which any of their property is subject.                      
|                                                                     |                                                                                                                                                    
|Item 1A. RISK FACTORS                                               
|                                                                     |                                                                                                                                                    
|                                                                     | The
 Company is not aware of any material changes from risk factors as previously
 disclosed in its Form 10-K for the year ended December 31, 2010.
|                                                                     |                                                                                                                                                    
|Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
 USE OF PROCEEDS
|                                                                     |                                                                                                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 3. DEFAULTS UPON SENIOR SECURITIES                             
|                                                                     |                                                                                                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 4. REMOVED AND RESERVED                                        
|                                                                     |                                                                                                                                                    
|Item 5. OTHER INFORMATION                                           
|                                                                     |                                                                                                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 6. EXHIBITS                                                    

|            |  |                                                                                                                                                        | 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Exhibit No. |  | Description                                                                                                                                            | 
|            |  |                                                                                                                                                        | 
|            |  |                                                                                                                                                       
|31.1        |  | Certification Pursuant to Section
 302 of The Sarbanes-Oxley Act of 2002 (Principal Executive Officer)                                                
|            |  |                                                                                                                                                       
|31.2        |  | Certification Pursuant to Section
 302 of The Sarbanes-Oxley Act of 2002 (Principal Financial Officer)                                                
|            |  |                                                                                                                                                       
|32.1        |  | Certification Pursuant to 18
 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley
 Act of 2002 (Principal Executive Officer)
|            |  |                                                                                                                                                       
|32.2        |  | Certification Pursuant to 18
 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley
 Act of 2002 (Principal Financial Officer)

21

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SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

|                   |  |                                                | 
|------------------ |  | ---------------------------------------------- | 
|                   |  | WIRELESS TELECOM
 GROUP, INC.                 
|                   |  |                                                | 
|                   |  | (Registrant)                                   | 
|                   |  |                                                | 
|Date: May 16, 2011 |  | /S/Paul Genova                                 | 
|                   |  |                                                | 
|                   |  | Paul Genova
 Chief Executive Officer           | 
|                   |  |                                                | 
|Date: May 16, 2011 |  | /S/Robert Censullo                             | 
|                   |  |                                                | 
|                   |  | Robert Censullo
 ActingChief Financial Officer | 

22

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EXHIBIT
LIST

|            |  |                                                                                                                                                        | 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Exhibit No. |  | Description                                                                                                                                            | 
|            |  |                                                                                                                                                        | 
|            |  |                                                                                                                                                       
|31.1        |  | Certification
 Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 (Principal
 Executive Officer)                                               
|            |  |                                                                                                                                                       
|31.2        |  | Certification
 Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 (Principal
 Financial Officer)                                               
|            |  |                                                                                                                                                       
|32.1        |  | Certification
 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The
 Sarbanes-Oxley Act of 2002 (Principal Executive Officer)
|            |  |                                                                                                                                                       
|32.2        |  | Certification
 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The
 Sarbanes-Oxley Act of 2002 (Principal Financial Officer)

23

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