|                                                 
|-------------------------------------------------
|UNITED STATES SECURITIES AND EXCHANGE
 COMMISSION
|WASHINGTON, D.C. 20549                           
|                                                 
|                                                 
|                                                 
|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 September 30, 2009                                        
|           |                                                                                          
|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                          
|                                                       
|                                                       
|                                                       
|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)

---

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 x 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 November 12, 2009: 25,658,203

---



WIRELESS TELECOM GROUP, INC.

Table of Contents

|                               |                                                                                                  |                                                                                                                              |         |        
|------------------------------ | ------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------- | ------- | -------
|                               |                                                                                                  |                                                                                                                              |         | Page(s)
|PART
 I. FINANCIAL INFORMATION |                                                                                                  |                                                                                                                             
|                               |                                                                                                  |                                                                                                                             
|                               | Item
 1  Consolidated Financial Statements:                                                     |                                                                                                                              |        
|                               |                                                                                                  |                                                                                                                              |        
|                               |                                                                                                  | Condensed Balance Sheets
 as of September 30, 2009 (unaudited) and December 31, 2008                                         |         | 3      
|                               |                                                                                                  |                                                                                                                              |         |        
|                               |                                                                                                  | Condensed Statements of
 Operations for the Three and Nine Months Ended September 30, 2009 (unaudited)
 and 2008 (unaudited) |         | 4      
|                               |                                                                                                  |                                                                                                                              |         |        
|                               |                                                                                                  | Condensed Statements of
 Cash Flows for the Nine Months Ended September 30, 2009 (unaudited) and 2008
 (unaudited)           |         | 5      
|                               |                                                                                                  |                                                                                                                              |         |        
|                               |                                                                                                  | Notes to Interim
 Condensed Financial Statements (unaudited)                                                                 |         | 6 - 12 
|                               |                                                                                                  |                                                                                                                              |         |        
|                               | Item
 2  Managements Discussion and Analysis of Financial Condition and Results
 of Operations |                                                                                                                              | 13  17
|                               |                                                                                                  |                                                                                                                              |        
|                               | Item
 3  Quantitative and Qualitative Disclosures About Market Risk                             |                                                                                                                              | 18     
|                               |                                                                                                  |                                                                                                                              |        
|                               | Item
 4T  Controls and Procedures                                                               |                                                                                                                              | 18     
|                               |                                                                                                  |                                                                                                                              |        
|PART
 II. OTHER INFORMATION    |                                                                                                  |                                                                                                                             
|                               |                                                                                                  |                                                                                                                             
|                               | Item
 1  Legal Proceedings                                                                      |                                                                                                                              | 19     
|                               |                                                                                                  |                                                                                                                              |        
|                               | Item
 1A  Risk Factors                                                                          |                                                                                                                              | 19     
|                               |                                                                                                  |                                                                                                                              |        
|                               | Item
 2  Unregistered Sales of Equity Securities and Use of Proceeds                            |                                                                                                                              | 19     
|                               |                                                                                                  |                                                                                                                              |        
|                               | Item
 3  Defaults upon Senior Securities                                                        |                                                                                                                              | 19     
|                               |                                                                                                  |                                                                                                                              |        
|                               | Item
 4  Submission of Matters to a Vote of Security Holders                                    |                                                                                                                              | 19     
|                               |                                                                                                  |                                                                                                                              |        
|                               | Item
 5  Other Information                                                                      |                                                                                                                              | 19     
|                               |                                                                                                  |                                                                                                                              |        
|                               | Item
 6  Exhibits                                                                               |                                                                                                                              | 19     
|                               |                                                                                                  |                                                                                                                              |        
|Signatures                     |                                                                                                  | 20                                                                                                                          
|                               |                                                                                                  |                                                                                                                             
|Exhibit
 Index                 |                                                                                                  | 21                                                                                                                          

2

---



PART 1  FINANCIAL INFORMATION

Item 1  Financial Statements

WIRELESS TELECOM GROUP, INC.CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                                       |  |                     |            |                    |   |            |  
|---------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                       |  | September 30,
 2009 |            | December 31,
 2008 |  
|                                                                                                                       |  |                     |            |                    |  
|                                                                                                                       |  | (unaudited)         |            |                    |  
|- ASSETS -                                                                                                            
|CURRENT ASSETS:                                                                                                        |  |                     |            |                    |   |            |  
|Cash and cash equivalents                                                                                              |  | $                   | 12,785,143 |                    | $ | 6,627,397  |  
|Investment in short-term U.S. Treasury securities, at cost                                                             |  |                     | 1,036,205  |                    |   | 5,016,092  |  
|Accounts receivable - net of allowance for doubtful
 accounts of $272,113 and $156,913 for 2009 and 2008, respectively |  |                     | 6,789,764  |                    |   | 7,278,561  |  
|Income taxes recoverable                                                                                               |  |                     |           |                    |   | 1,551,000  |  
|Inventories                                                                                                            |  |                     | 8,950,913  |                    |   | 10,028,314 |  
|Deferred income taxes-current                                                                                          |  |                     | 385,162    |                    |   | 198,216    |  
|Prepaid expenses and other current assets                                                                              |  |                     | 677,588    |                    |   | 1,147,999  |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|TOTAL CURRENT ASSETS                                                                                                   |  |                     | 30,624,775 |                    |   | 31,847,579 |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|PROPERTY, PLANT AND EQUIPMENT - NET                                                                                    |  |                     | 5,465,357  |                    |   | 5,835,178  |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|OTHER ASSETS:                                                                                                          |  |                     |            |                    |   |            |  
|Goodwill                                                                                                               |  |                     | 1,351,392  |                    |   | 1,351,392  |  
|Deferred income taxes - non-current                                                                                    |  |                     | 353,518    |                    |   | 527,599    |  
|Cash surrender value of foreign pension insurance and
 other assets                                                    |  |                     | 4,091,178  |                    |   | 3,970,861  |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|TOTAL OTHER ASSETS                                                                                                     |  |                     | 5,796,088  |                    |   | 5,849,852  |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|TOTAL ASSETS                                                                                                           |  | $                   | 41,886,220 |                    | $ | 43,532,609 |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|- LIABILITIES AND SHAREHOLDERS EQUITY -                                                                              
|CURRENT LIABILITIES:                                                                                                   |  |                     |            |                    |   |            |  
|Accounts payable                                                                                                       |  | $                   | 2,163,474  |                    | $ | 3,893,436  |  
|Accrued expenses and other current liabilities                                                                         |  |                     | 2,760,335  |                    |   | 2,732,454  |  
|Current portion of note payable - bank                                                                                 |  |                     | 382,017    |                    |   | 369,059    |  
|Current portion of mortgage payable                                                                                    |  |                     | 62,203     |                    |   | 58,784     |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|TOTAL CURRENT LIABILITIES                                                                                              |  |                     | 5,368,029  |                    |   | 7,053,733  |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|LONG TERM LIABILITIES:                                                                                                 |  |                     |            |                    |   |            |  
|Note payable - bank                                                                                                    |  |                     | 1,528,075  |                    |   | 1,660,768  |  
|Mortgage payable                                                                                                       |  |                     | 2,787,556  |                    |   | 2,834,645  |  
|Deferred rent payable                                                                                                  |  |                     | 101,308    |                    |   | 101,666    |  
|Provision for pension liability and other long term
 liabilities                                                       |  |                     | 1,246,639  |                    |   | 1,204,350  |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|TOTAL LONG TERM LIABILITIES                                                                                            |  |                     | 5,663,578  |                    |   | 5,801,429  |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|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, 28,753,861 shares issued, 25,658,203 shares outstanding   |  |                     | 287,539    |                    |   | 287,539    |  
|Additional paid-in-capital                                                                                             |  |                     | 37,461,477 |                    |   | 37,259,386 |  
|Retained (deficit)                                                                                                     |  |                     | (247,461   | )                  |   | (47,072    | )
|Accumulated other comprehensive income                                                                                 |  |                     | 899,872    |                    |   | 724,408    |  
|Treasury stock at cost, 3,095,658 shares                                                                               |  |                     | (7,546,814 | )                  |   | (7,546,814 | )
|                                                                                                                       |  |                     |            |                    |   |            |  
|TOTAL SHAREHOLDERS EQUITY                                                                                             |  |                     | 30,854,613 |                    |   | 30,677,447 |  
|                                                                                                                       |  |                     |            |                    |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS
 EQUITY                                                                            |  | $                   | 41,886,220 |                    | $ | 43,532,609 |  
|                                                                                                                       |  |                     |            |                    |   |            |  

See accompanying notes

3

---



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

|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|------------------------------------ |  | ----------------------------------------- | ---------- | ---------------------------------------- | - | ---------- | - | ---- | ---------- | - | - | ---------- | -
|                                     |  | For the Three Months
 Ended September 30, |            | For the Nine Months
 Ended September 30, |  
|                                     |  |                                           |            |                                          |  
|                                     |  | 2009                                      |            | 2008                                     |   | 2009       |   | 2008 |           
|                                     |  |                                           |            |                                          |   |            |   |      |           
|NET SALES                            |  | $                                         | 13,124,100 |                                          | $ | 13,608,518 |   | $    | 35,988,732 |   | $ | 39,604,945 |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|COST OF SALES                        |  |                                           | 6,754,432  |                                          |   | 6,732,605  |   |      | 18,432,119 |   |   | 20,348,778 |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|GROSS PROFIT                         |  |                                           | 6,369,668  |                                          |   | 6,875,913  |   |      | 17,556,613 |   |   | 19,256,167 |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|OPERATING EXPENSES                   |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|Research and development             |  |                                           | 1,641,889  |                                          |   | 1,804,631  |   |      | 5,199,557  |   |   | 5,724,712  |  
|Sales and marketing                  |  |                                           | 2,613,565  |                                          |   | 2,902,771  |   |      | 7,621,380  |   |   | 8,686,499  |  
|General and administrative           |  |                                           | 1,797,282  |                                          |   | 2,260,001  |   |      | 5,243,642  |   |   | 6,561,162  |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|TOTAL OPERATING EXPENSES             |  |                                           | 6,052,736  |                                          |   | 6,967,403  |   |      | 18,064,579 |   |   | 20,972,373 |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|OPERATING INCOME (LOSS)              |  |                                           | 316,932    |                                          |   | (91,490    | ) |      | (507,966   | ) |   | (1,716,206 | )
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|OTHER (INCOME) EXPENSE               |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|Interest (income)                    |  |                                           | (10,199    | )                                        |   | (51,831    | ) |      | (42,203    | ) |   | (243,043   | )
|Interest expense                     |  |                                           | 54,052     |                                          |   | 55,128     |   |      | 162,981    |   |   | 166,150    |  
|Other (income) expense - net         |  |                                           | 28,565     |                                          |   | 254,281    |   |      | (111,173   | ) |   | (208,880   | )
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|TOTAL OTHER (INCOME) EXPENSE         |  |                                           | 72,418     |                                          |   | 257,578    |   |      | 9,605      |   |   | (285,773   | )
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|INCOME (LOSS) BEFORE INCOME TAXES    |  |                                           | 244,514    |                                          |   | (349,068   | ) |      | (517,571   | ) |   | (1,430,433 | )
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|PROVISION (BENEFIT) FOR INCOME TAXES |  |                                           | 81,525     |                                          |   | 161,080    |   |      | (317,182   | ) |   | 598,508    |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|NET INCOME (LOSS)                    |  | $                                         | 162,989    |                                          | $ | (510,148   | ) | $    | (200,389   | ) | $ | (2,028,941 | )
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|NET INCOME (LOSS) PER COMMON SHARE:  |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|BASIC                                |  | $                                         | 0.01       |                                          | $ | (0.02      | ) | $    | (0.01      | ) | $ | (0.08      | )
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  
|DILUTED                              |  | $                                         | 0.01       |                                          | $ | (0.02      | ) | $    | (0.01      | ) | $ | (0.08      | )
|                                     |  |                                           |            |                                          |   |            |   |      |            |   |   |            |  

See accompanying notes

4

---



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

|                                                                                   |  |                                          |            |      |   |            |  
|---------------------------------------------------------------------------------- |  | ---------------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                   |  | For the Nine Months
 Ended September 30, |           
|                                                                                   |  |                                          |           
|                                                                                   |  | 2009                                     |            | 2008 |  
|                                                                                   |  |                                          |            |      |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                               |  |                                          |            |      |   |            |  
|Net (loss)                                                                         |  | $                                        | (200,389   | )    | $ | (2,028,941 | )
|Adjustments to reconcile net (loss) to net cash provided
 by operating activities: |  |                                          |            |      |   |            |  
|Depreciation and amortization                                                      |  |                                          | 682,266    |      |   | 1,425,021  |  
|Stock compensation expense                                                         |  |                                          | 202,091    |      |   | 355,557    |  
|Realized loss on sale of investment securities                                     |  |                                          |           |      |   | 158,249    |  
|Deferred rent                                                                      |  |                                          | (358       | )    |   | (2,981     | )
|Deferred income taxes                                                              |  |                                          | (12,865    | )    |   | (43,941    | )
|Provision for losses on accounts receivable                                        |  |                                          | 109,160    |      |   | 12,362     |  
|Changes in assets and liabilities:                                                 |  |                                          |            |      |   |            |  
|Accounts receivable                                                                |  |                                          | 746,420    |      |   | 461,780    |  
|Inventory                                                                          |  |                                          | 1,188,582  |      |   | 2,531,620  |  
|Prepaid expenses and other assets                                                  |  |                                          | 1,798,560  |      |   | (10,313    | )
|Accounts payable, accrued expenses and other current
 liabilities                  |  |                                          | (2,068,287 | )    |   | (911,368   | )
|Pension liability and other long-term liabilities                                  |  |                                          |           |      |   | 12,714     |  
|                                                                                   |  |                                          |            |      |   |            |  
|Net cash provided by operating activities                                          |  |                                          | 2,445,180  |      |   | 1,959,759  |  
|                                                                                   |  |                                          |            |      |   |            |  
|                                                                                   |  |                                          |            |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                               |  |                                          |            |      |   |            |  
|Capital expenditures                                                               |  |                                          | (230,026   | )    |   | (299,312   | )
|Proceeds from dispositions of property, plant and
 equipment                       |  |                                          |           |      |   | 15,243     |  
|Purchase of investment securities                                                  |  |                                          |           |      |   | (871,352   | )
|Proceeds from sale of short term securities - net                                  |  |                                          | 3,979,887  |      |   | 713,103    |  
|                                                                                   |  |                                          |            |      |   |            |  
|Net cash provided by (used for) investing
 activities                              |  |                                          | 3,749,861  |      |   | (442,318   | )
|                                                                                   |  |                                          |            |      |   |            |  
|                                                                                   |  |                                          |            |      |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                               |  |                                          |            |      |   |            |  
|Payments of mortgage note                                                          |  |                                          | (43,670    | )    |   | (40,500    | )
|Payments of bank note payable                                                      |  |                                          | (178,920   | )    |   |           |  
|Acquisition of treasury stock                                                      |  |                                          |           |      |   | (477,885   | )
|                                                                                   |  |                                          |            |      |   |            |  
|Net cash (used for) financing activities                                           |  |                                          | (222,590   | )    |   | (518,385   | )
|                                                                                   |  |                                          |            |      |   |            |  
|                                                                                   |  |                                          |            |      |   |            |  
|Effect of foreign currency on cash and cash equivalents                            |  |                                          | 185,295    |      |   | (24,346    | )
|                                                                                   |  |                                          |            |      |   |            |  
|                                                                                   |  |                                          |            |      |   |            |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                          |  |                                          | 6,157,746  |      |   | 974,710    |  
|                                                                                   |  |                                          |            |      |   |            |  
|Cash and cash equivalents, at beginning of period                                  |  |                                          | 6,627,397  |      |   | 10,387,250 |  
|                                                                                   |  |                                          |            |      |   |            |  
|                                                                                   |  |                                          |            |      |   |            |  
|CASH AND CASH EQUIVALENTS, AT END OF
 PERIOD                                       |  | $                                        | 12,785,143 |      | $ | 11,361,960 |  
|                                                                                   |  |                                          |            |      |   |            |  
|                                                                                   |  |                                          |            |      |   |            |  
|SUPPLEMENTAL INFORMATION:                                                          |  |                                          |            |      |   |            |  
|Cash paid during the period for:                                                   |  |                                          |            |      |   |            |  
|Taxes                                                                              |  | $                                        | 257,850    |      | $ | 975,543    |  
|                                                                                   |  |                                          |            |      |   |            |  
|Interest                                                                           |  | $                                        | 203,881    |      | $ | 166,898    |  
|                                                                                   |  |                                          |            |      |   |            |  

See accompanying notes

5

---



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 September 30, 2009 and the condensed
 consolidated statements of operations for the three and nine month periods
 ended September 30, 2009 and 2008 and the condensed consolidated statements
 of cash flows for the nine month periods ended September 30, 2009 and 2008
 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, WTG Foreign Sales Corporation and NC Mahwah,
 Inc., collectively the Company. All significant intercompany transactions
 and balances have been eliminated in consolidation.                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 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 preparation of
 financial statements in conformity with accounting principles generally
 accepted in the United States of America (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 and estimated fair
 values of stock options) 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 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, 2008. Specific reference is made to that report since
 certain information and footnote disclosures normally included in financial
 statements in accordance with US GAAP have been condensed or omitted from
 this report.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The results of
 operations for the three and nine-month periods ended September 30, 2009 and
 2008 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 U.S. Treasury investments and accounts
 receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The Company
 maintains significant cash investments primarily with three 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 September 30, 2009, primarily all
 of the Companys receivables do pertain to the telecommunications industry.
 Additionally, for the three and nine-months ended September 30, 2009, an
 unrelated customer accounted for approximately 17% and 24% of sales,
 respectively. For the three and nine-months ended September 30, 2008, this
 same unrelated customer accounted for approximately 15% and 11% of sales,
 respectively. Cash relating to this sales activity was collected on a timely
 basis, and at September 30, 2009 and December 31, 2008, the aforementioned
 unrelated customers accounts receivable balance was 1% and less than 1% of
 the Companys overall accounts receivable balance, respectively.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The carrying
 amounts of cash and cash equivalents, short-term investments, trade
 receivables, other current assets and accounts payable approximate fair value
 due to the short-term nature of these instruments. The carrying value of
 mortgage and notes payable approximate fair value based on their terms which
 reflect market conditions existing as of September 30, 2009. At September 30,
 the fair value (estimated based upon expected cash outflows discounted at
 current market rates) and carrying value of fixed rate mortgage and notes
 payable amounted to $4,853,458 and $4,759,851, respectively.                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

6

---



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

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

|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           | The Company classifies
 investments as short-term investments if their original or remaining
 maturities are greater than three months and their remaining maturities are
 one year or less. As of September 30, 2009, the Company is invested in U.S.
 treasury bills with a maturity date November 19, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           | The Company has evaluated
 subsequent events through November 16, 2009, which is the date on which these
 condensed consolidated financial statements were issued and has determined
 that there were no 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 October 2009, the Financial
 Accounting Standards Board (FASB) issued Accounting Standards Updates
 (ASU) 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable
 Revenue Arrangements  A Consensus of the FASB Emerging Issues Task Force.
 This update provides application guidance on whether multiple deliverables
 exist, how the deliverables should be separated and how the consideration
 should be allocated to one or more units of accounting. This update
 establishes a selling price hierarchy for determining the selling price of a
 deliverable. The selling price used for each deliverable will be based on
 vendor-specific objective evidence, if available, third-party evidence if
 vendor-specific evidence is not available, or estimated selling price if
 neither vendor-specific nor third-party evidence is available. The Company will
 be required to apply this guidance prospectively for revenue arrangements
 entered into or materially modified after January 1, 2011; however, earlier
 application is permitted. The Company is in the process of evaluating the
 impact of adopting this ASU on its condensed consolidated financial
 statements.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           | In August 2009, the FASB issued
 ASU 2009-05, Fair Value Measurements and Disclosures (Topic 820)  Measuring
 Liabilities at Fair Value. This ASU clarifies how an entity should measure
 the fair value of liabilities and that restrictions on the transfer of a
 liability should not be included in its fair value measurement. The effective
 date of this ASU is the first reporting period after issuance date, August
 26, 2009. The Company adopted this ASU for the quarter ended September 30,
 2009. The adoption of this ASU did not have an impact on the Companys
 condensed consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           | In June 2009, the FASB issued
 Accounting Standards Codification (ASC) 105, Generally Accepted Accounting
 Principles. ASC 105 establishes the FASB Accounting Standards Codification
 (Codification) as the source of authoritative accounting principles
 recognized by the FASB to be applied by nongovernmental entities in the
 preparation of financial statements in conformity with US GAAP for Securities
 and Exchange Commission (SEC) registrants. All guidance contained in the
 Codification carries an equal level of authority. The Codification supersedes
 all existing non-SEC accounting and reporting standards. The FASB will now
 issue new standards in the form of Accounting Standards Updates (ASUs). The
 FASB will not consider ASUs as authoritative in their own right. ASUs will
 serve only to update the Codification, provide background information about
 the guidance and provide the basis for conclusions on the changes in the
 Codification. References made to FASB guidance have been updated for the
 Codification throughout this document. The Codification did not have an
 impact on the Companys condensed consolidated financial statements.   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           | In June 2009, the Company adopted
 guidance issued by the FASB and included in ASC 855, Subsequent Events,
 which establishes general standards of accounting for and disclosures of
 events that occur after the balance sheet date but before the financial
 statements are issued or are available to be issued. It requires the
 disclosure of the date through which an entity has evaluated subsequent
 events. The additional disclosures required by this ASC are included in Note
 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           | In April 2009, the Company
 adopted guidance issued by the FASB that requires disclosure about the fair
 value of financial instruments for interim financial statements of publicly
 traded companies, which is included in the Codification in ASC 825,
 Financial Instruments. The adoption of ASC 825 did not have an impact on
 the Companys condensed consolidated financial statements. See Note 1 for
 additional disclosures included in accordance with ASC 825.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

7

---



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

NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       | In January 2009, the Company
 adopted guidance issued by the FASB that requires enhanced disclosures
 regarding derivative instruments and hedging activities, enabling a better
 understanding of their effects on an entitys financial position, financial
 performance and cash flows. The guidance is included in the Codification in
 ASC 815, Derivatives and Hedging. The adoption of ASC 815 did not have an impact
 on the Companys condensed consolidated financial statements.                                                                                                                                                                                                        
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                       | In January 2009, the Company
 adopted guidance issued by the FASB and included in (a.) ASC 805, Business
 Combinations, and (b.) ASC 810, Non controlling Interests in Consolidated
 Financial Statements. The application of these ASCs is intended to improve,
 simplify and converge internationally the accounting for business
 combinations and the reporting of non-controlling interests in consolidated
 financial statements. The adoption of these ASCs did not have any impact on
 its condensed consolidated financial statements.                                                                                                                                                  
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                       | (a.) ASC 805 requires an
 acquiring entity in a business combination to: (i) recognize all (and only)
 the assets acquired and the liabilities assumed in the transaction, (ii)
 establish an acquisition-date fair value as the measurement objective for all
 assets acquired and the liabilities assumed, and (iii) disclose to investors
 and other users all of the information they will need to evaluate and
 understand the nature of, and the financial effect of, the business
 combination, and, (iv) recognize and measure the goodwill acquired in the
 business combination or a gain from bargain purchase.                                                                           
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                       | (b.) ASC 810 is intended to
 improve the relevance, comparability and transparency of financial
 information provided to investors by requiring all entities to: (i) report
 non-controlling (minority) interests in subsidiaries in the same manner, as
 equity but separate from the parents equity, in consolidated financial
 statements, (ii) net income attributable to the parent and to the
 non-controlling interest must be clearly identified and presented on the face
 of the consolidated statement of income, and (iii) any changes in the
 parents ownership interest while the parent retains the controlling
 financial interest in its subsidiary be accounted for consistently.
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|NOTE 3  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 the tax basis of assets and liabilities and the amounts
 at which they are carried in the financial statements, based upon the enacted
 tax 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, 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.                                                                                                                                                                                                                                                             
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                       | The income tax provision for the
 three-months ended September 30, 2009 results from operating income derived
 from the Companys U.S. business entities and the net reduction of certain
 deferred tax benefits. For the nine-months ended September 30, 2009, the
 Company recognized an income tax benefit primarily due to adjustments
 recorded for the recoverability of taxes paid in prior periods. The income
 tax provision for the three and nine-months ended September 30, 2008 also
 results from operating income derived from the Companys U.S. business
 entities and the net reduction of certain deferred tax benefits.                                                          

8

---



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

NOTE 4 - 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
 September 30, |            | Nine Months Ended
 September 30, | 
|                                                              |  | 2009                              |            | 2008                             |  | 2009       |  | 2008 |           
|                                                              |  |                                   |            |                                  |  |            |  |      |           
|                                                             
|Weighted average common shares outstanding                    |  |                                   | 25,658,203 |                                  |  | 25,658,203 |  |      | 25,658,203 |  |  | 25,730,629 | 
|Potentially dilutive stock options                            |  |                                   |           |                                  |  |           |  |      |           |  |  |           | 
|                                                              |  |                                   |            |                                  |  |            |  |      |            |  |  |            | 
|Weighted average common shares outstanding, assuming dilution |  |                                   | 25,658,203 |                                  |  | 25,658,203 |  |      | 25,658,203 |  |  | 25,730,629 | 
|                                                              |  |                                   |            |                                  |  |            |  |      |            |  |  |            | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | None of the Companys common
 stock options were included in the diluted earnings (loss) per share
 calculation due to all option exercise prices being greater than the average
 market price of the common shares for the periods presented. The weighted
 average number of potentially dilutive shares not included in diluted earnings
 (loss) per share for the three-months ended September 30, 2009 and 2008 was
 2,805,141 and 3,488,967, respectively. For the nine-months ended September
 30, 2009 and 2008, the weighted average number of potentially dilutive shares
 not included in diluted earnings (loss) per share was 3,157,744 and
 3,517,092, respectively.

NOTE 5  SHAREHOLDERS EQUITY

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On January 17,
 2008 the Board of Directors authorized the repurchase of up to 5% of the
 Companys outstanding common stock. The stock repurchase authorization does
 not have an expiration date and the timing and amount of shares repurchased
 will be determined by a number of factors including the levels of cash
 generation from operations, cash requirements for investments, and current
 share price. During the first nine-months ended September 30, 2008, the
 Company repurchased 295,958 shares at a cost of $477,885. The Company did not
 repurchase shares during the nine-months ended September 30, 2009. The stock
 repurchase program is still active and may be modified or discontinued at any
 time.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Comprehensive
 income (loss) represents changes in equity during a period, except those
 resulting from investments by owners and distributions to owners. During the
 nine-months ended September 30, 2009 and 2008, other comprehensive income
 (loss) consisted of foreign currency translation gains and losses. The net
 amounts recognized in other comprehensive income (loss) was $150,303 and
 $95,563 for the three-months ended September 30, 2009 and 2008, respectively,
 and $175,464 and $74,883 for the nine-months ended September 30, 2009 and
 2008, respectively.                                                                                                                                             

|                             |  |                                           |         |                                          |   |          |   |      |          |   |   |            |  
|---------------------------- |  | ----------------------------------------- | ------- | ---------------------------------------- | - | -------- | - | ---- | -------- | - | - | ---------- | -
|                             |  | For the Three Months
 Ended September 30, |         | For the Nine Months
 Ended September 30, |  
|                             |  | 2009                                      |         | 2008                                     |   | 2009     |   | 2008 |         
|                             |  |                                           |         |                                          |   |          |   |      |         
|                            
|Net income (loss)            |  | $                                         | 162,989 |                                          | $ | (510,148 | ) | $    | (200,389 | ) | $ | (2,028,941 | )
|Other comprehensive income:  |  |                                           |         |                                          |   |          |   |      |          |   |   |            |  
|Foreign currency gain        |  |                                           | 150,303 |                                          |   | 95,563   |   |      | 175,464  |   |   | 74,883     |  
|                             |  |                                           |         |                                          |   |          |   |      |         
|Comprehensive
 income (loss) |  | $                                         | 313,292 |                                          | $ | (414,585 | ) | $    | (24,925  | ) | $ | (1,954,058 | )
|                             |  |                                           |         |                                          |   |          |   |      |         

9

---



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

NOTE 6  INVENTORIES

| |                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------
| | Inventory carrying
 value is net of inventory reserves of $2,867,007 and $2,729,259 at September
 30, 2009 and December 31, 2008, respectively.
| |                                                                                                                                                
| | Inventories
 consist of:                                                                                                                       

|                |  |                     |           |                    |   |            | 
|--------------- |  | ------------------- | --------- | ------------------ | - | ---------- | 
|                |  | September 30,
 2009 |           | December 31,
 2008 |  
|                |  |                     |           |                    |  
|                |  |                     |           |                    |   |            | 
|Raw materials   |  | $                   | 4,756,356 |                    | $ | 4,969,592  | 
|Work-in-process |  |                     | 2,150,616 |                    |   | 2,223,859  | 
|Finished goods  |  |                     | 2,043,941 |                    |   | 2,834,863  | 
|                |  |                     |           |                    |   |            | 
|                |  | $                   | 8,950,913 |                    | $ | 10,028,314 | 
|                |  |                     |           |                    |   |            | 

|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE
 7 - GOODWILL                    
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                       | The Company
 reviews its goodwill for impairment whenever events or changes in
 circumstances indicate that the carrying amount of these assets may not be
 recoverable, and also reviews goodwill annually in accordance with 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 units 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 values 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. At September 30,
 2009 and December 31, 2008, goodwill is attributable to one of the Companys
 reporting units, Microlab/FXR.
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|NOTE
 8 - ACCOUNTING FOR STOCK OPTIONS
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                       | The Company
 follows the provisions of ASC 718, Share-Based Payment. The Companys
 results for the three and nine-month periods ended September 30, 2009 include
 share-based compensation expense totaling $23,543 and $202,091, respectively.
 Results for the three and nine-month periods ended September 30, 2008 include
 share-based compensation expense of $118,519 and $355,557, respectively. Such
 amounts have been included in the Condensed Consolidated Statements of Operations
 within operating expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                       | Stock option
 compensation expense relative to serviced-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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                       | The fair value of
 options is estimated at the date of grant using the Black-Scholes option
 pricing model. For the 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

10

---



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

|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE
 8 - ACCOUNTING FOR STOCK OPTIONS (Continued)
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                   | The Company did
 not grant stock options during the nine-months ended September 30, 2009.
 However, during the nine-months ended September 30, 2008, the Company granted
 880,000 performance-based options at an exercise price of $1.42. During the
 nine-months ended September 30, 2009, no stock options were exercised or
 canceled, and 1,528,000 stock options were forfeited, primarily due to the
 departure of two of the Companys officers in the third quarter. During the
 nine-months ended September 30, 2008, no stock options were exercised, 22,500
 options were forfeited and 37,520 options were canceled. At September 30,
 2009, the total number of stock option shares outstanding, which includes
 both service-based and performance-based options, was 1,808,967.
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                   | The following
 table represents our service-based stock options granted, exercised,
 forfeited and canceled during the first nine months of 2009:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                                  |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|--------------------------------- |  | ----------------- | --------- | -------------------------------------------- | - | ----------------------------------------------- |  | --------------------------- | --- |  |  | - | 
|                                  |  | 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, 2009    |  |                   | 2,456,967 |                                              | $ | 2.55                                            |  |                             |     |  |  |   | 
|Granted                           |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|Exercised                         |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|Forfeited                         |  |                   | (868,000  | )                                            |   | 2.57                                            |  |                             |     |  |  |   | 
|Canceled                          |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|                                  |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|Outstanding at September 30, 2009 |  |                   | 1,588,967 |                                              | $ | 2.54                                            |  |                             | 4.3 |  |  |  | 
|                                  |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|                                  |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 
|Exercisable at September 30, 2009 |  |                   | 1,337,467 |                                              | $ | 2.52                                            |  |                             | 3.6 |  |  |  | 
|                                  |  |                   |           |                                              |   |                                                 |  |                             |     |  |  |   | 

| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | The following
 table represents our performance-based stock options granted, exercised,
 forfeited and canceled during the first nine months of 2009:

|                                  |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|--------------------------------- |  | ----------------- | -------- | -------------------------------------------- | - | ----------------------------------------------- |  | --------------------------- | --- |  |  | - | 
|                                  |  | 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, 2009    |  |                   | 880,000  |                                              | $ | 1.42                                            |  |                             |     |  |  |   | 
|Granted                           |  |                   |         |                                              |   |                                                 |  |                             |     |  |  |   | 
|Exercised                         |  |                   |         |                                              |   |                                                 |  |                             |     |  |  |   | 
|Forfeited                         |  |                   | (660,000 | )                                            |   | 1.42                                            |  |                             |     |  |  |   | 
|Canceled                          |  |                   |         |                                              |   |                                                 |  |                             |     |  |  |   | 
|                                  |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|Outstanding at September 30, 2009 |  |                   | 220,000  |                                              | $ | 1.42                                            |  |                             | 8.5 |  |  |  | 
|                                  |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|                                  |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 
|Exercisable at September 30, 2009 |  |                   |         |                                              |   |                                                |  |                             |    |  |  |  | 
|                                  |  |                   |          |                                              |   |                                                 |  |                             |     |  |  |   | 

| |                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The unearned
 compensation related to Company granted service-based and performance-based
 incentive stock options as of September 30, 2009, is $280,730 and $139,191,
 respectively.

11

---



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

NOTE 9  SEGMENT INFORMATION: REGIONAL ASSETS
AND SALES

| |                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company, in
 accordance with ASC 280, Disclosures about Segments of an Enterprise and
 Related Information, has disclosed the following segment information:

|                                     |  |                           |           |                          |   |           | 
|------------------------------------ |  | ------------------------- | --------- | ------------------------ | - | --------- | 
|Property, Plant
 and Equipment - net |  | As of September 30,
 2009 |           | As of December 31,
 2008 |  
|                                     |  |                           |           |                          |  
|United States                        |  | $                         | 4,567,450 |                          | $ | 4,858,059 | 
|Europe                               |  |                           | 897,907   |                          |   | 977,119   | 
|                                     |  |                           |           |                          |   |           | 
|                                     |  | $                         | 5,465,357 |                          | $ | 5,835,178 | 
|                                     |  |                           |           |                          |   |           | 

|                                    |  |                                           |            |                                          |   |            |  |      |            |  |   |            | 
|----------------------------------- |  | ----------------------------------------- | ---------- | ---------------------------------------- | - | ---------- |  | ---- | ---------- |  | - | ---------- | 
|                                    |  | For the Three Months
 Ended September 30, |            | For the Nine Months
 Ended September 30, |  
|Revenues by
 region                 |  | 2009                                      |            | 2008                                     |   | 2009       |  | 2008 |           
|                                    |  |                                           |            |                                          |   |            |  |      |           
|Americas                            |  | $                                         | 7,658,810  |                                          | $ | 7,207,177  |  | $    | 22,425,227 |  | $ | 21,060,990 | 
|Europe, Middle East, Africa
 (EMEA) |  |                                           | 3,430,071  |                                          |   | 4,945,386  |  |      | 9,763,479  |  |   | 14,411,268 | 
|Asia Pacific (APAC)                 |  |                                           | 2,035,219  |                                          |   | 1,455,955  |  |      | 3,800,026  |  |   | 4,132,687  | 
|                                    |  |                                           |            |                                          |   |            |  |      |            |  |   |            | 
|                                    |  | $                                         | 13,124,100 |                                          | $ | 13,608,518 |  | $    | 35,988,732 |  | $ | 39,604,945 | 
|                                    |  |                                           |            |                                          |   |            |  |      |            |  |   |            | 

|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                         | Net sales are
 attributable to a geographic area based on the destination of the product
 shipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|NOTE
 10 - COMMITMENTS AND CONTINGENCIES
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                         | 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 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 loss
 it suffers as a result. However, corporate counsel has informed management
 that, in their opinion, the owner would not prevail in any lawsuit filed due
 to the imposition by law of the statute of limitations. 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.                                                                                                                                                                                             
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                         | The Company is
 subject to contingent liabilities for employee notice and severance payments
 for any actions taken by management to restructure or reduce employees in
 Germany, the United States or other worldwide locations. These payments could
 have a significantly negative impact on the Companys cash flow and results
 of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                         | In September 2009,
 the Company secured 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
 September 30, 2009, the Company had no borrowings outstanding under the
 facility and approximately $6,400,000 of borrowing availability. The Company
 has no current plans to borrow from this credit facility as it believes cash
 generated from operations will adequately meet near-term working capital
 requirements.

12

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|INTRODUCTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Wireless Telecom Group, Inc., and
 its operating subsidiaries, Boonton Electronics Corporation, Microlab/FXR and
 Willtek Communications GmbH, (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, high-power passive microwave components and handset
 production testers 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|The financial information
 presented herein includes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(i) Condensed Consolidated
 Balance Sheets as of September 30, 2009 (unaudited) and as of December 31,
 2008 (ii) Condensed Consolidated Statements of Operations for the three and
 nine-month periods ended September 30, 2009 (unaudited) and 2008 (unaudited)
 and (iii) Condensed Consolidated Statements of Cash Flows for the nine-month
 periods ended September 30, 2009 (unaudited) and 2008 (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

13

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 in 2008, 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 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. Due to the Companys history with respect to incentive stock
 options, the estimate of forfeitures 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|As part of the process of
 preparing the condensed consolidated financial statements, the Company is
 required to estimate its income taxes in each of the jurisdictions in which
 it operates. The process incorporates an assessment of the current tax
 exposure together with temporary differences resulting from different
 treatment of transactions for tax and financial statement purposes. Such
 differences result in deferred tax assets and liabilities, which are included
 within the condensed consolidated balance sheet. The recovery of deferred tax
 assets from future taxable income must be assessed and, to the extent that
 recovery is not likely, the Company establishes a valuation allowance.
 Increases in valuation allowances result in the recording of additional tax
 expense. Further, if the ultimate tax liability differs from the periodic tax
 provision reflected in the condensed consolidated statements of operations,
 additional tax expense may be recorded.                                                                                     

14

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM
 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
 OF OPERATIONS (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Valuation of goodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|The Company reviews its goodwill
 for impairment whenever events or changes in circumstances indicate that the
 carrying amount of these assets may not be recoverable, and also reviews
 goodwill annually in accordance with ASC 350. 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 units 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 values 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. At September 30, 2009 and December 31, 2008, goodwill is
 attributable to one of the Companys reporting units, Microlab/FXR.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|For the nine-months ended
 September 30, 2009 as compared to the corresponding period of the previous
 year, net sales decreased to approximately $35,989,000 from approximately
 $39,605,000 a decrease of approximately $3,616,000 or 9.1%. For the
 three-months ended September 30, 2009 as compared to the corresponding period
 of the previous year, net sales decreased to approximately $13,124,000 from
 approximately $13,609,000 a decrease of approximately $485,000 or 3.6%. These
 decreases are primarily due to an overall softness in the wireless handset
 market. Further, for the periods presented herein, a significant percentage
 of the resulting sales are attributable to an unrelated customer. Sales to
 this unrelated customer accounted for approximately 17% and 24% of sales,
 respectively, for the three and nine-months ended September 30, 2009 and
 approximately 15% and 11% of sales, respectively, for the three and
 nine-months ended September 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Gross profit on net sales for the
 nine-months ended September 30, 2009 was approximately $17,557,000 or 48.8%
 as compared to approximately $19,256,000 or 48.6% of net sales for the
 nine-months ended September 30, 2008. Gross profit on net sales for the
 three-months ended September 30, 2009 was approximately $6,370,000 or 48.5%
 as compared to approximately $6,876,000 or 50.5% of net sales for the
 three-months ended September 30, 2008. Gross profit margins are lower for the
 quarter ended September 30, 2009 as compared to the corresponding period of
 the previous year primarily due to lower sales volumes and less favorable
 product mix, particularly in the Companys foreign subsidiary, partially
 off-set by lower manufacturing labor and overhead costs. The Company can
 experience variations in gross profit based upon the mix of products sold as
 well as variations due to revenue volume and economies of scale. The Company
 continues to carefully monitor costs associated with material acquisition,
 manufacturing and production.                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Operating expenses for the
 nine-months ended September 30, 2009 were approximately $18,065,000 or 50% of
 net sales as compared to approximately $20,972,000 or 53% of net sales for
 the nine-months ended September 30, 2008. Operating expenses for the quarter
 ended September 30, 2009 were approximately $6,053,000 or 46% as compared to
 approximately $6,967,000 or 51% of net sales for the quarter ended September
 30, 2008. Operating expenses are lower during the first nine months of 2009
 primarily due to a reduction in headcount, reduced overall spending on
 research and development outsourcing projects, lower professional and
 consulting fees and positive effects on the Companys expenses due to lower
 average foreign currency exchange rates. Additionally, due to the Companys
 decision to write-off of its intangible assets at December 31, 2008, no
 intangible amortization expense was incurred during 2009. The Company
 continues to adhere to its cost reduction plan, implemented in 2008, which
 effectively lowered operations spending to be more in alignment with current
 market conditions.                                                                                                                                                                                                                                                                                                

15

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM
 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
 OF OPERATIONS (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Interest income decreased by
 approximately $42,000 for the three-months ended September 30, 2009 as
 compared to the corresponding period of the previous year. For the nine-month
 period ended September 30, 2009, interest income decreased by approximately
 $201,000 as compared to the corresponding period of the previous year. These
 decreases were primarily due to lower interest rates and lower average cash
 and short-term investment balances, and consequently lower returns, in a
 working capital management account.                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|For the three-months ended
 September 30, 2009, other expenses-net were approximately $29,000 as compared
 to approximately $254,000 for the corresponding period of the previous year.
 These net expenses were lower primarily due to non-operating income,
 partially off-set by currency gains and losses and a realized loss from the sale of
 investment securitiesrecorded in the third quarter of 2008. For the
 nine-months ended September 30, 2009, other income-net was approximately
 $111,000 as compared to approximately $209,000 for the corresponding period
 of the previous year. Other non-operating income-net was lower in 2009
 primarily due to non-operating income realized in the second quarter of 2008
 relating to the partial recovery of a preferred stock investment previously
 written-off in a prior period.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|For the three and nine-months
 ended September 30, 2009, included in the Companys provision for income
 taxes was an adjustment to realize additional income taxes recoverable, in
 the amount of approximately $310,000, from prior tax reporting periods. This
 adjustment was due to the true-up of previously estimated income taxes
 recoverable as the Company finalized its 2008 tax return during the third
 quarter of 2009.                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|For the nine-months ended
 September 30, 2009, the Company incurred a net (loss) of approximately
 $(200,000), or $(.01) per share basic and diluted, as compared to a net
 (loss) of approximately $(2,029,000), or $(.08) per share basic and diluted
 for the nine-months ended September 30, 2008. For the three-months ended
 September 30, 2009, the Company realized net income of approximately
 $163,000, or $.01 per share basic and diluted, as compared to a net (loss) of
 approximately $(510,000), or $(.02) per share basic and diluted for the
 three-months ended September 30, 2008. The explanation of the change in net
 income (loss) can be derived from the operations analysis given above for the
 three and nine-month periods ending September 30, 2009 and 2008,
 respectively.                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|LIQUIDITY
 AND CAPITAL RESOURCES:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The Companys working capital has
 increased by approximately $463,000 to approximately $25,257,000 at September
 30, 2009, from approximately $24,794,000 at December 31, 2008. At September
 30, 2009 the Company had a current ratio of 5.7 to 1, and a ratio of debt to
 tangible net worth of .4 to 1. At December 31, 2008, the Company had a
 current ratio of 4.6 to 1, and ratio of debt to tangible net worth of .4 to
 1.                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The Company had a combined cash
 and short-term investment balance of approximately $13,821,000 at September
 30, 2009, compared to approximately $11,643,000 at December 31, 2008. The
 Company believes its current level of cash and short-term investments is
 sufficient enough to fund the current operating, investing and financing
 activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The Company realized cash from
 operating activities of approximately $2,445,000 for the nine-month period
 ending September 30, 2009. The primary source of this cash was due to a
 decrease in prepaid expenses and other assets, a decrease in inventory, and a
 decrease in accounts receivable, partially off-set by a decrease in accounts
 payable, accrued expenses and other current liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The Company has historically been
 able to collect its account receivables 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 continues to
 monitor production requirements and delivery times while maintaining
 manageable levels of goods on hand.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The Company realized cash from
 operating activities of approximately $1,960,000 for the nine-month period
 ending September 30, 2008. The primary source of this cash was due to a
 decrease in inventory and a decrease in accounts receivable, partially
 off-set by a decrease in accounts payable, accrued expenses and other current
 liabilities, and an increase in prepaid expenses and other assets.                                                                                                                                                                                                                                                                                                                                                                                                                                   

16

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM
 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
 OF OPERATIONS (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Net cash provided by investing
 activities for the nine-months ended September 30, 2009 was approximately
 $3,750,000. The primary source of these funds was from the sale of short-term
 securities, off-set by capital expenditures. For the nine-months ended 2008, net
 cash used for investing activities was approximately $442,000. The use of
 these funds was for the purchase of investment securities and for capital
 expenditures, off-set by proceeds from the sale of short-term securities and
 proceeds from the dispositions of property, plant and equipment.                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Cash used for financing
 activities for the nine-months ended September 30, 2009 was approximately
 $223,000. The use of these funds was for the periodic payments of a bank loan
 and a mortgage note. Cash used for financing activities for the nine-months
 ended September 30, 2008 was approximately $518,000. The use of these funds
 was for the acquisition of treasury stock and the periodic payment of a
 mortgage note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|On January 17, 2008, the
 Companys Board of Directors authorized the repurchase of up to 5% of the
 Companys common stock. The stock repurchase authorization does not have an
 expiration date and the timing and amount of shares will be determined by a
 number of factors including the levels of cash generation from operations,
 cash requirements for investments, and current share price. During the first
 nine-months ended September 30, 2008, the Company repurchased 295,958 shares
 at a cost of $477,885. The Company did not repurchase shares during the
 nine-months ended September 30, 2009. The stock repurchase program may be
 modified or discontinued at any time.                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|In light of on-going market
 challenges facing the Companys foreign subsidiary, Willtek Communications,
 including significant technology research and development expenses required
 to remain competitive, management is currently evaluating several strategic
 alternatives and opportunities. These include, among others, a significant
 restructuring of the existing business, finding a strategic partner, making
 additional investments in technology research and development or a sale of
 some or all of the Willtek assets.                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|In September 2009, the Company
 secured 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 September 30, 2009, the Company had no borrowings outstanding under the
 facility and approximately $5,400,000 of borrowing availability.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|The Company believes that its
 financial resources from working capital provided by operations are adequate
 to meet its current needs and therefore does not anticipate the need to
 borrow from its available line of credit. However, the loss of a major customer
 and/or the effects of the current global economic conditions may require
 additional working capital funding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

17

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
 RISK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|ITEM 4T - 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

18

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|                                                                     |                                                                                                                                                    
|-------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|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, 2008.
|                                                                     |                                                                                                                                                    
|Item 2.
 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|                                                                     |                                                                                                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 3. DEFAULTS
 UPON SENIOR SECURITIES                            
|                                                                     |                                                                                                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 4.
 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        
|                                                                     |                                                                                                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 5. OTHER
 INFORMATION                                          
|                                                                     |                                                                                                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 6. EXHIBITS                                                    

|            |  |                                                                                                                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                           
|            |  |                                                                                                                                                                                       
|            |  |                                                                                                                                                                                       
|10.1        |  | Credit Line Agreement                                                                                                                                                                 
|            |  |                                                                                                                                                                                       
|31.1        |  | Certification Pursuant to Section
 302 of The Sarbanes-Oxley Act of 2002 (Principal Executive Officer and
 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 and Principal Financial Officer)

19

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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: November 16,
 2009                                                                                                                                                                    | /S/Paul Genova                                                 
|                                                                                                                                                                                            |                                                                
|                                                                                                                                                                                            | Paul Genova                                                    
|                                                                                                                                                                                            | Chief Executive
 Officer, President and Chief Financial Officer

20

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EXHIBIT LIST

|            |  |                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                            
|            |  |                                                                                                                                                                                        
|            |  |                                                                                                                                                                                        
|10.1        |  | Credit Line Agreement                                                                                                                                                                  
|            |  |                                                                                                                                                                                        
|31.1        |  | Certification
 Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 (Principal
 Executive Officer and 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 and Principal
 Financial Officer)

21

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