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


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FORM 10-Q

|                                |                                                                                          
|------------------------------- | -----------------------------------------------------------------------------------------
|(Mark
 One)                    
|                                |                                                                                          
|x                               | QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                |                                                                                          
|                                | For the
 quarterly period ended March 31, 2010                                           
|                                |                                                                                          
|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 number
 1-11916
|                               

|                                                       |                               | 
|------------------------------------------------------ | ----------------------------- | 
|                                                       | 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)


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

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

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

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

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

Number of shares of Common
Stock outstanding as of May 14, 2010: 25,658,203

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WIRELESS TELECOM GROUP, INC.

Table of Contents

|                               |  |                                                                                                                 |  |        
|------------------------------ |  | --------------------------------------------------------------------------------------------------------------- |  | -------
|                               |  |                                                                                                                 |  | Page(s)
|PART
 I. FINANCIAL INFORMATION |  |                                                                                                                
|                               |  |                                                                                                                 |  |        
|                               |  | Item
 1  Consolidated Financial Statements:                                                                    |  |        
|                               |  |                                                                                                                 |  |        
|                               |  | Condensed Balance Sheets as of
 March 31, 2010 (unaudited) and December 31, 2009                                |  | 3      
|                               |  |                                                                                                                 |  |        
|                               |  | Condensed Statements of
 Operations for the Three Months Ended March 31, 2010 (unaudited) and 2009 (unaudited)  |  | 4      
|                               |  |                                                                                                                 |  |        
|                               |  | Condensed Statements of Cash
 Flows for the Three Months Ended March 31, 2010 (unaudited) and 2009
 (unaudited) |  | 5      
|                               |  |                                                                                                                 |  |        
|                               |  | Notes to Interim Condensed
 Financial Statements (unaudited)                                                    |  | 6 - 13 
|                               |  |                                                                                                                 |  |        
|                               |  | Item 2  Managements
 Discussion and Analysis of Financial Condition and Results of Operations                 |  | 14  18
|                               |  |                                                                                                                 |  |        
|                               |  | Item 3  Quantitative and Qualitative
 Disclosures About Market Risk                                            |  | 19     
|                               |  |                                                                                                                 |  |        
|                               |  | Item 4T  Controls and
 Procedures                                                                              |  | 19     
|                               |  |                                                                                                                 |  |        
|PART
 II. OTHER INFORMATION    |  |                                                                                                                
|                               |  |                                                                                                                 |  |        
|                               |  | Item
 1  Legal Proceedings                                                                                     |  | 20     
|                               |  |                                                                                                                 |  |        
|                               |  | Item
 1A  Risk Factors                                                                                         |  | 20     
|                               |  |                                                                                                                 |  |        
|                               |  | Item 2  Unregistered Sales of
 Equity Securities and Use of Proceeds                                           |  | 20     
|                               |  |                                                                                                                 |  |        
|                               |  | Item
 3  Defaults upon Senior Securities                                                                       |  | 20     
|                               |  |                                                                                                                 |  |        
|                               |  | Item
 4  Removed and Reserved                                                                                  |  | 20     
|                               |  |                                                                                                                 |  |        
|                               |  | Item
 5  Other Information                                                                                     |  | 20     
|                               |  |                                                                                                                 |  |        
|                               |  | Item
 6  Exhibits                                                                                              |  | 20     
|                               |  |                                                                                                                 |  |        
|Signatures                     |  | 21                                                                                                             
|                               |  |                                                                                                                 |  |        
|Exhibit
 Index                 |  | 22                                                                                                             

2

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PART 1 
FINANCIAL INFORMATION

Item 1  Financial Statements

WIRELESS TELECOM GROUP, INC. 
CONDENSED CONSOLIDATED BALANCE SHEETS

- ASSETS -

|                                                                                                                       |  |                 |            |                    |   |            |  
|---------------------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                       |  | March 31,
 2010 |            | December 31,
 2009 |  
|                                                                                                                       |  |                 |            |                    |  
|                                                                                                                       |  | (unaudited)     |            |                    |   |           
|CURRENT ASSETS:                                                                                                        |  |                 |            |                    |   |            |  
|Cash and cash equivalents                                                                                              |  | $               | 12,742,645 |                    | $ | 14,076,382 |  
|Accounts receivable - net of allowance for doubtful accounts
 of $101,115 and $155,173 for 2010 and 2009, respectively |  |                 | 3,950,344  |                    |   | 3,023,318  |  
|Income taxes recoverable                                                                                               |  |                 | 1,910,846  |                    |   | 1,910,846  |  
|Inventories                                                                                                            |  |                 | 7,220,243  |                    |   | 6,944,231  |  
|Deferred income taxes-current                                                                                          |  |                 | 422,733    |                    |   | 464,192    |  
|Prepaid expenses and other current assets                                                                              |  |                 | 466,683    |                    |   | 523,642    |  
|Assets held for sale                                                                                                   |  |                 | 5,331,640  |                    |   | 6,978,163  |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|TOTAL CURRENT ASSETS                                                                                                   |  |                 | 32,045,134 |                    |   | 33,920,774 |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|PROPERTY, PLANT AND EQUIPMENT - NET                                                                                    |  |                 | 4,314,641  |                    |   | 4,436,339  |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|OTHER ASSETS:                                                                                                          |  |                 |            |                    |   |            |  
|Goodwill                                                                                                               |  |                 | 1,351,392  |                    |   | 1,351,392  |  
|Deferred income taxes - non-current                                                                                    |  |                 | 4,645,169  |                    |   | 4,560,312  |  
|Other assets                                                                                                           |  |                 | 864,077    |                    |   | 863,023    |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|TOTAL OTHER ASSETS                                                                                                     |  |                 | 6,860,638  |                    |   | 6,774,727  |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|TOTAL ASSETS                                                                                                           |  | $               | 43,220,413 |                    | $ | 45,131,840 |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|- LIABILITIES
 AND SHAREHOLDERS EQUITY -                                                                             
|CURRENT LIABILITIES:                                                                                                   |  |                 |            |                    |   |            |  
|Accounts payable                                                                                                       |  | $               | 736,092    |                    | $ | 904,542    |  
|Accrued expenses and other current liabilities                                                                         |  |                 | 1,630,058  |                    |   | 1,930,225  |  
|Current portion of note payable - bank                                                                                 |  |                 | 352,252    |                    |   | 375,238    |  
|Current portion of mortgage payable                                                                                    |  |                 | 64,592     |                    |   | 63,386     |  
|Liabilities held for sale                                                                                              |  |                 | 4,330,092  |                    |   | 4,493,409  |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|TOTAL CURRENT LIABILITIES                                                                                              |  |                 | 7,113,086  |                    |   | 7,766,800  |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|LONG TERM LIABILITIES:                                                                                                 |  |                 |            |                    |   |            |  
|Note payable - bank                                                                                                    |  |                 | 1,232,882  |                    |   | 1,313,333  |  
|Mortgage payable                                                                                                       |  |                 | 2,754,652  |                    |   | 2,771,259  |  
|Deferred rent payable                                                                                                  |  |                 | 77,604     |                    |   | 90,946     |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|TOTAL LONG TERM LIABILITIES                                                                                            |  |                 | 4,065,138  |                    |   | 4,175,538  |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|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                                                                                             |  |                 | 37,578,932 |                    |   | 37,528,841 |  
|Retained earnings                                                                                                      |  |                 | 1,021,119  |                    |   | 1,985,181  |  
|Accumulated other comprehensive income                                                                                 |  |                 | 701,413    |                    |   | 934,755    |  
|Treasury stock at cost, 3,095,658 shares                                                                               |  |                 | (7,546,814 | )                  |   | (7,546,814 | )
|                                                                                                                       |  |                 |            |                    |   |            |  
|TOTAL SHAREHOLDERS EQUITY                                                                                             |  |                 | 32,042,189 |                    |   | 33,189,502 |  
|                                                                                                                       |  |                 |            |                    |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS
 EQUITY                                                                            |  | $               | 43,220,413 |                    | $ | 45,131,840 |  
|                                                                                                                       |  |                 |            |                    |   |            |  

See accompanying notes

3

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

|                                                              |  |                                        |            |      |   |           |  
|------------------------------------------------------------- |  | -------------------------------------- | ---------- | ---- | - | --------- | -
|                                                              |  | For the Three
 Months
 Ended March 31, |           
|                                                              |  |                                        |           
|                                                              |  | 2010                                   |            | 2009 |  
|                                                              |  |                                        |            |      |  
|                                                              |  |                                        |            |      |   |           |  
|NET SALES                                                     |  | $                                      | 6,137,342  |      | $ | 5,528,016 |  
|                                                              |  |                                        |            |      |   |           |  
|                                                              |  |                                        |            |      |   |           |  
|COST OF SALES                                                 |  |                                        | 3,334,295  |      |   | 2,901,949 |  
|                                                              |  |                                        |            |      |   |           |  
|                                                              |  |                                        |            |      |   |           |  
|GROSS PROFIT                                                  |  |                                        | 2,803,047  |      |   | 2,626,067 |  
|                                                              |  |                                        |            |      |   |           |  
|OPERATING EXPENSES                                            |  |                                        |            |      |   |           |  
|Research
 and development                                     |  |                                        | 541,332    |      |   | 519,928   |  
|Sales and
 marketing                                          |  |                                        | 986,256    |      |   | 1,077,300 |  
|General and
 administrative                                   |  |                                        | 963,915    |      |   | 1,225,195 |  
|                                                              |  |                                        |            |      |   |           |  
|TOTAL OPERATING EXPENSES                                      |  |                                        | 2,491,503  |      |   | 2,822,423 |  
|                                                              |  |                                        |            |      |   |           |  
|                                                              |  |                                        |            |      |   |           |  
|OPERATING INCOME (LOSS)                                       |  |                                        | 311,544    |      |   | (196,356  | )
|                                                              |  |                                        |            |      |   |           |  
|OTHER (INCOME) EXPENSE                                        |  |                                        |            |      |   |           |  
|Interest
 (income)                                            |  |                                        | (3,451     | )    |   | (25,924   | )
|Interest
 expense                                             |  |                                        | 53,482     |      |   | 54,600    |  
|Other
 (income) expense - net                                 |  |                                        | (62,128    | )    |   | 7,031     |  
|                                                              |  |                                        |            |      |   |           |  
|TOTAL OTHER (INCOME) EXPENSE                                  |  |                                        | (12,097    | )    |   | 35,707    |  
|                                                              |  |                                        |            |      |   |           |  
|                                                              |  |                                        |            |      |   |           |  
|INCOME (LOSS) FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES |  |                                        | 323,641    |      |   | (232,063  | )
|                                                              |  |                                        |            |      |   |           |  
|PROVISION (BENEFIT) FOR INCOME TAXES                          |  |                                        | 3,345      |      |   | (8,595    | )
|                                                              |  |                                        |            |      |   |           |  
|                                                              |  |                                        |            |      |   |           |  
|INCOME (LOSS) FROM CONTINUING OPERATIONS                      |  |                                        | 320,296    |      |   | (223,468  | )
|                                                              |  |                                        |            |      |   |           |  
|(LOSS) FROM DISCONTINUED OPERATIONS - NET
 OF TAXES           |  |                                        | (1,284,358 | )    |   | (63,004   | )
|                                                              |  |                                        |            |      |   |           |  
|                                                              |  |                                        |            |      |   |           |  
|NET (LOSS)                                                    |  | $                                      | (964,062   | )    | $ | (286,472  | )
|                                                              |  |                                        |            |      |   |           |  
|                                                              |  |                                        |            |      |   |           |  
|INCOME (LOSS) PER COMMON SHARE:                               |  |                                        |            |      |   |           |  
|                                                              |  |                                        |            |      |   |           |  
|BASIC AND DILUTED                                             |  |                                        |            |      |   |           |  
|Continuing
 operations                                        |  | $                                      | 0.01       |      | $ | (0.01     | )
|Discontinued
 operations                                      |  | $                                      | (0.05      | )    | $ | (0.00     | )
|                                                              |  |                                        |            |      |   |           |  
|                                                              |  |                                        |            |      |   |           |  
|NET (LOSS) PER COMMON SHARE:                                  |  | $                                      | (0.04      | )    | $ | (0.01     | )
|                                                              |  |                                        |            |      |   |           |  

See accompanying
notes

4

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

|                                                                                  |  |                                        |            |      |   |            |  
|--------------------------------------------------------------------------------- |  | -------------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                  |  | For the Three
 Months
 Ended March 31, |           
|                                                                                  |  |                                        |           
|                                                                                  |  | 2010                                   |            | 2009 |  
|                                                                                  |  |                                        |            |      |  
|                                                                                  |  |                                        |            |      |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                                        |            |      |   |            |  
|Net (loss)                                                                        |  | $                                      | (964,062   | )    | $ | (286,472   | )
|Adjustments
 to reconcile net (loss) to net cash (used for) operating activities: |  |                                        |            |      |   |            |  
|Depreciation
 and amortization                                                    |  |                                        | 219,132    |      |   | 229,542    |  
|Loss on
 sale of discontinued operations                                          |  |                                        | 609,630    |      |   |           |  
|Stock
 compensation expense                                                       |  |                                        | 50,091     |      |   | 89,274     |  
|Deferred
 rent                                                                    |  |                                        | (13,342    | )    |   | (994       | )
|Deferred
 income taxes                                                            |  |                                        | (43,398    | )    |   | (4,181     | )
|Provision
 for losses on accounts receivable                                      |  |                                        | (60,800    | )    |   | 22,338     |  
|Changes in
 assets and liabilities:                                               |  |                                        |            |      |   |            |  
|Accounts
 receivable                                                              |  |                                        | (539,320   | )    |   | 792,062    |  
|Inventory                                                                         |  |                                        | (214,062   | )    |   | 408,537    |  
|Prepaid
 expenses and other assets                                                |  |                                        | (81,489    | )    |   | (208,297   | )
|Accounts
 payable, accrued expenses and other current liabilities                 |  |                                        | (170,056   | )    |   | (1,228,451 | )
|Pension
 liability and other long-term liabilities                                |  |                                        |           |      |   | 49,689     |  
|                                                                                  |  |                                        |            |      |   |            |  
|Net cash (used for) operating activities                                          |  |                                        | (1,207,676 | )    |   | (136,953   | )
|                                                                                  |  |                                        |            |      |   |            |  
|                                                                                  |  |                                        |            |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                                        |            |      |   |            |  
|Capital
 expenditures                                                             |  |                                        | (13,435    | )    |   | (31,945    | )
|Proceeds
 from sale of short term securities - net                                |  |                                        |           |      |   | 2,983,270  |  
|                                                                                  |  |                                        |            |      |   |            |  
|Net cash (used for) provided by investing activities                              |  |                                        | (13,435    | )    |   | 2,951,325  |  
|                                                                                  |  |                                        |            |      |   |            |  
|                                                                                  |  |                                        |            |      |   |            |  
|CASH FLOWS (USED FOR) FINANCING
 ACTIVITIES                                       |  |                                        |            |      |   |            |  
|Payments of
 mortgage note                                                        |  |                                        | (15,401    | )    |   | (14,284    | )
|                                                                                  |  |                                        |            |      |   |            |  
|                                                                                  |  |                                        |            |      |   |            |  
|Effect of
 foreign currency on cash and cash equivalents                          |  |                                        | (97,225    | )    |   | (110,934   | )
|                                                                                  |  |                                        |            |      |   |            |  
|                                                                                  |  |                                        |            |      |   |            |  
|NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                             |  |                                        | (1,333,737 | )    |   | 2,689,154  |  
|                                                                                  |  |                                        |            |      |   |            |  
|Cash and
 cash equivalents, at beginning of period                                |  |                                        | 14,076,382 |      |   | 6,627,397  |  
|                                                                                  |  |                                        |            |      |   |            |  
|                                                                                  |  |                                        |            |      |   |            |  
|CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                       |  | $                                      | 12,742,645 |      | $ | 9,316,551  |  
|                                                                                  |  |                                        |            |      |   |            |  
|                                                                                  |  |                                        |            |      |   |            |  
|SUPPLEMENTAL INFORMATION:                                                         |  |                                        |            |      |   |            |  
|Cash paid
 during the period for:                                                 |  |                                        |            |      |   |            |  
|Taxes                                                                             |  | $                                      | 185,000    |      | $ | 240,000    |  
|                                                                                  |  |                                        |            |      |   |            |  
|Interest                                                                          |  | $                                      | 53,482     |      | $ | 56,071     |  

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 March 31, 2010, the
 condensed consolidated statements of operations for the three month periods
 ended March 31, 2010 and 2009 and the condensed consolidated statements of
 cash flows for the three month periods ended March 31, 2010 and 2009 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | As has been disclosed by the Company in its filings in prior periods,
 in light of on-going market challenges facing the Companys foreign
 subsidiary, Willtek Communications GmbH (Willtek), including significant
 technology research and development expenses required to remain competitive,
 management has been evaluating several strategic alternatives and
 opportunities.                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | In November 2009, the Companys board of directors made a decision to
 conclude efforts to seek strategic alternatives regarding the operations,
 assets and intellectual property relating to Willtek so that the Company
 could focus on growing its domestic based business divisions. The board of
 directors authorized management to begin negotiations with interested parties
 to sell substantially all of the assets of Willtek or cease incurring costs
 related to its development. On April 9, 2010, the Company entered into an
 asset purchase agreement to sell substantially all the operating assets and
 certain liabilities of Willtek and, on May 7, 2010, successfully completed
 this sale.                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | As a result of the sale of the assets and liabilities of Willtek, the
 Company has reflected its Willtek operation as assets and liabilities held
 for sale and discontinued operations in its 2010 and 2009 consolidated
 financial statements. Therefore, the information presented in these notes to
 the financial statements pertains primarily to the Companys continuing
 operations.                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 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, estimated fair values of stock options and assets held for
 sale) and disclosure of contingent assets and liabilities at the date of the
 financial statements and reported amounts of net revenue and expenses during
 the reporting period. Actual results could differ from those estimates.                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The 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, 2009. 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-month periods ended March 31,
 2010 and 2009 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                

6

---



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

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Concentrations of credit risk with respect to accounts receivable are
 limited due to the Companys large customer base. However, at March 31, 2010,
 primarily all of the Companys receivables do pertain to the
 telecommunications industry.                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 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 March 31, 2010. At March 31,
 2010, 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 $4,578,239 and $4,404,378, 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.                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The Company has evaluated subsequent events and, except for the
 events described with respect to the sale of Willtek (see Note 12), the
 Company has determined that there were no other subsequent events or
 transactions requiring recognition or disclosure in the condensed consolidated
 financial statements.                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Certain
 prior period information has been reclassified to conform to the current
 periods reporting presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In January 2010, the Financial Accounting Standards Board (FASB)
 issued Accounting Standards Update (ASU) 2010-06, Improving Disclosures
 about Fair Value Measurements. This update provides amendments to Subtopic
 820-10 that requires new disclosure as follows: 1) Transfers in and out of
 Levels 1 and 2. A reporting entity should disclose separately the amounts of
 significant transfers in and out of Level 1 and Level 2 fair value
 measurements and describe the reasons for the transfers. 2) Activity in Level
 3 fair value measurements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | In the reconciliation for fair value measurements using significant
 unobservable inputs (Level 3), a reporting entity should present separately
 information about purchases, sales, issuances, and settlements (that is, on a
 gross basis rather than as one net number). This update provides amendments
 to Subtopic 820-10 that clarify existing disclosures as follows: 1) Level of
 disaggregation. A reporting entity should provide fair value measurement
 disclosures for each class of assets and liabilities. A class is often a
 subset of assets or liabilities within a line item in the statement of
 financial position. A reporting entity needs to use judgment in determining
 the appropriate classes of assets and liabilities. 2) Disclosures about
 inputs and valuation techniques. A reporting entity should provide
 disclosures about the valuation techniques and inputs used to measure fair
 value for both recurring and nonrecurring fair value measurements. Those
 disclosures are required for fair value measurements that fall in either
 Level 2 or Level 3.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The new disclosures and clarifications of existing disclosures are
 effective for interim and annual reporting periods beginning after December
 15, 2009, except for the disclosures about purchases, sales, issuances, and
 settlements in the roll forward of activity in Level 3 fair value
 measurements. Those disclosures are effective for fiscal years beginning
 after December 15, 2010, and for interim periods within those fiscal years.
 The adoption of ASU 2010-06 did not have an impact on the Companys March 31,
 2010 condensed consolidated financial statements. The Company does not expect
 the adoption of the level 3 portion of the update to have a material impact
 on its condensed consolidated financial statements.                                                                                                                                                                                                                                                                                                                                               

7

---



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

NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS
(Continued)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

NOTE 3  DISCONTINUED OPERATIONS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In November 2009, the Companys board of directors made a decision to
 conclude efforts to seek strategic alternatives regarding the operations,
 assets and intellectual property relating to the Companys foreign subsidiary,
 so that the Company could focus on growing its domestic based divisions. The
 board of directors authorized management to begin negotiations with
 interested parties to sell substantially all of the assets of Willtek or
 cease incurring costs related to its development (see Note 12).                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | As a result of this decision, as well as additional circumstances
 leading up to the sale of Willtek during second quarter of 2010, Willtek has
 met the required criterion with respect to discontinued operations. At March
 31, 2010 and December 31, 2009, the net assets of Willtek continue to be
 reflected as assets and liabilities held for sale. Therefore, substantially
 all of the assets and liabilities of Willtek have been included as assets and
 liabilities held for sale within the Companys condensed consolidated
 financial statements for the periods presented and further presented as
 discontinued operations in the condensed consolidated statement of
 operations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Assets and liabilities held for sale consists of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| |                                                  |  |           |           |              |   |           |  |  | 
| | ------------------------------------------------ |  | --------- | --------- | ------------ | - | --------- |  |  | 
| |                                                  |  | March 31, |           | December 31, |  
| |                                                  |  |           |           |              |  
| |                                                  |  | 2010      |           | 2009         |  
| |                                                  |  |           |           |              |  
| | Assets held for
 sale                            |  |           |           |              |   |           | 
| | Accounts
 receivable -net                        |  | $         | 1,180,634 |              | $ | 2,037,731 | 
| | Inventory  net                                  |  |           | 813,387   |              |   | 1,284,005 | 
| | Prepaid expenses
 and other current assets  net |  |           | 203,882   |              |   | 235,457   | 
| | Property, plant
 and equipment - net             |  |           |          |              |   |          | 
| | Pension insurance
 and other long-term assets    |  |           | 3,133,737 |              |   | 3,420,970 | 
| |                                                  |  |           |           |              |   |           | 
| |                                                  |  | $         | 5,331,640 |              | $ | 6,978,163 | 
| |                                                  |  |           |           |              |   |           | 
| | Liabilities held
 for sale                       |  |           |           |              |   |           | 
| | Accounts payable                                 |  | $         | 1,645,070 |              | $ | 1,546,794 | 
| | Accrued expenses                                 |  |           | 1,169,884 |              |   | 1,332,607 | 
| | Pension liability                                |  |           | 1,190,872 |              |   | 1,268,582 | 
| | Other long-term
 liabilities                     |  |           | 324,266   |              |   | 345,426   | 
| |                                                  |  |           |           |              |   |           | 
| |                                                  |  | $         | 4,330,092 |              | $ | 4,493,409 | 
| |                                                  |  |           |           |              |   |           | 
| |                                                  |  |           |           |              |   |           |  |  | 

| |                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As a result of the sale of Willtek, the Company has recorded to date
 a loss on sale of discontinued operations of $3,957,752, of which $609,630
 was recognized during the three months ended March 31, 2010 to reflect a
 change in the estimate of the fair value less the cost to dispose Willtek.
 Such amount has been reflected as a reduction of assets held for sale in the
 aforementioned table.

8

---



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

NOTE 3  DISCONTINUED OPERATIONS (Continued)

The
following table summarizes the components of discontinued operations:

| |                                                   |  |                                        |            |      |   |           |   |  | 
| | ------------------------------------------------- |  | -------------------------------------- | ---------- | ---- | - | --------- | - |  | 
| |                                                   |  | For the Three Months 
 Ended March 31, |           
| |                                                   |  |                                        |           
| |                                                   |  | 2010                                   |            | 2009 |  
| |                                                   |  |                                        |            |      |  
| | Net sales                                         |  | $                                      | 5,108,979  |      | $ | 5,833,727 |  
| | Gross profit                                      |  |                                        | 2,206,293  |      |   | 3,025,019 |  
| | (Loss) from
 discontinued operations before taxes |  |                                        | (674,487   | )    |   | (63,003   | )
| | Provision for
 income taxes                       |  |                                        | 241        |      |   |          |  
| | (Loss) from
 discontinued operations              |  |                                        | (674,728   | )    |   | (63,003   | )
| | (Loss) from sale
 of discontinued operations      |  |                                        | (609,630   | )    |   |          |  
| |                                                   |  |                                        |            |      |   |           |  
| | Net (loss) from
 discontinued operations          |  | $                                      | (1,284,358 | )    | $ | (63,003   | )
| |                                                   |  |                                        |            |      |   |           |  

| |                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash flows from discontinued operations for the periods ended March
 31, 2010 and 2009 are combined with the cash flows from operations within
 each of the three categories presented. Cash flows from discontinued
 operations are as follows:

| |                                       |  |                                       |          |      |   |         |   |  | 
| | ------------------------------------- |  | ------------------------------------- | -------- | ---- | - | ------- | - |  | 
| |                                       |  | For the Three Months
 Ended March 31, |         
| |                                       |  |                                       |         
| |                                       |  | 2010                                  |          | 2009 |  
| |                                       |  |                                       |          |      |  
| | Cash flows from
 operating activities |  | $                                     | (74,764  | )    | $ | 16,624  |  
| | Cash flows from
 investing activities |  |                                       | (6,339   | )    |   | (25,325 | )
| | Cash flows from
 financing activities |  | $                                     | (685,688 | )    | $ | 417,408 |  

NOTE 4  INCOME TAXES

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

|                                                            |  |           |             |              |   |             |      |  |  |  | 
|----------------------------------------------------------- |  | --------- | ----------- | ------------ | - | ----------- | ---- |  |  |  | 
|                                                            |  | March 31, |             | December 31, |  
|                                                            |  |           | 2010        |              |   |             | 2009 |  | 
|                                                            |  |           |             |              |  
|Deferred tax
 assets:                                       |  |           |             |              |   |             |     
|Uniform capitalization of inventory costs
 for tax purposes |  | $         | 191,990     |              | $ | 185,322     |     
|Allowances for doubtful accounts                            |  |           | 40,446      |              |   | 62,069      |     
|Accruals                                                    |  |           | 25,920      |              |   | 216,800     |     
|Tax effect of goodwill                                      |  |           | (39,200     | )            |   | (13,524     | )   
|Book depreciation over tax                                  |  |           | (4,860      | )            |   | (7,644      | )   
|Net operating loss carryforward                             |  |           | 18,541,752  |              |   | 18,572,869  |     
|                                                            |  |           |             |              |   |             |     
|                                                            |  |           | 18,756,048  |              |   | 19,015,892  |     
|Valuation allowance for deferred tax assets                 |  |           | (13,688,146 | )            |   | (13,991,388 | )   
|                                                            |  |           |             |              |   |             |     
|                                                            |  | $         | 5,067,902   |              | $ | 5,024,504   |     
|                                                            |  |           |             |              |   |             |     

9

---



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

NOTE 4  INCOME TAXES (Continued)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under ASC 740, the Company must recognize the tax benefit from an
 uncertain position only if it is more-likely-than-not the tax position will
 be sustained on examination by the taxing authority, based on the technical
 merits of the position. The tax benefits recognized in the financial
 statements attributable to such position are measured based on the largest
 benefit that has a greater than 50% likelihood of being realized upon the
 ultimate resolution of the position.                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | By adoption of ASC 740, the Company has analyzed its filing positions
 in all of the federal, state and foreign jurisdictions where it is required to
 file income tax returns. As of March 31, 2010, the Company has identified its
 federal tax return, its state tax return in New Jersey and its foreign return
 in Germany as major tax jurisdictions, as defined, in which it is required
 to file income tax returns. Based on the evaluations noted above, the Company
 has concluded that there are no significant uncertain tax positions requiring
 recognition or disclosure in its condensed consolidated financial statements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Based on a review of tax positions for all open years and
 contingencies as set out in Companys notes to the consolidated financial
 statements, no reserves for uncertain income tax positions have been recorded
 pursuant to ASC 740 during the periods ended March 31, 2010 and 2009.                                                                                                                                                                                                                                                                                                                                                    

NOTE 5 - INCOME (LOSS) PER COMMON SHARE

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Basic earnings (loss) per share is calculated by dividing income
 (loss) available to common shareholders by the weighted average number of
 shares of common stock outstanding during the period. Diluted earnings (loss)
 per share are calculated by using the weighted average number of shares of
 common stock outstanding and, when dilutive, potential shares from stock
 options and warrants to purchase common stock, using the treasury stock
 method.

| |                                                                |  |                                |            |      |  |            | 
| | -------------------------------------------------------------- |  | ------------------------------ | ---------- | ---- |  | ---------- | 
| |                                                                |  | Three Months Ended 
 March 31, |           
| |                                                                |  | 2010                           |            | 2009 | 
| |                                                                |  |                                |            |      | 
| |                                                                |  |                                |            |      |  |            | 
| | Weighted average common shares outstanding                     |  |                                | 25,658,203 |      |  | 25,658,203 | 
| | Potentially dilutive stock options                             |  |                                | 38,807     |      |  |           | 
| |                                                                |  |                                |            |      |  |            | 
| | Weighted average common shares outstanding, assuming
 dilution |  |                                | 25,697,010 |      |  | 25,658,203 | 
| |                                                                |  |                                |            |      |  |            | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Common stock options are included in the diluted earnings (loss) per
 share calculation for the periods presented when the various option exercise
 prices are greater than the average market price of the common shares for
 each respective period presented. The number of common stock equivalents not
 included in diluted earnings (loss) per share, because the effects are
 anti-dilutive, was 2,270,160 and 3,336,967 for the three-months ended March
 31, 2010 and 2009, respectively.

NOTE 6  SHAREHOLDERS EQUITY

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Comprehensive (loss) represents changes in equity during a period,
 except those resulting from investments by owners and distributions to
 owners. During the three-months ended March 31, 2010 and 2009, other comprehensive
 (loss) consisted of foreign currency translation gains and losses. The net
 amounts recognized in other comprehensive (loss) was $233,342 and $220,213
 for the three-months ended March 31, 2010 and 2009, respectively.

| |                                  |  |                                        |            |      |   |          |  
| | -------------------------------- |  | -------------------------------------- | ---------- | ---- | - | -------- | -
| |                                  |  | For the Three Months 
 Ended March 31, |           
| |                                  |  | 2010                                   |            | 2009 |  
| |                                  |  |                                        |            |      |  
| |                                  |  |                                        |            |      |   |          |  
| | Net (loss)                       |  | $                                      | (964,062   | )    | $ | (286,472 | )
| | Other
     comprehensive (loss): |  |                                        |            |      |   |          |  
| | Foreign currency (loss)          |  |                                        | (233,342   | )    |   | (220,213 | )
| |                                  |  |                                        |            |      |   |          |  
| | Comprehensive
     (loss)        |  | $                                      | (1,197,404 | )    | $ | (506,685 | )
| |                                  |  |                                        |            |      |   |          |  

10

---



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

NOTE 7  INVENTORIES

| |                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------
| | Inventory carrying value is net of inventory reserves of $755,239 and
 $810,904 at March 31, 2010 and December 31, 2009, respectively.

|                         |  |                 |           |                    |   |           | 
|------------------------ |  | --------------- | --------- | ------------------ | - | --------- | 
|Inventories
 consist of: |  | March 31,
 2010 |           | December 31,
 2009 |  
|                         |  |                 |           |                    |  
|                         |  |                 |           |                    |   |           | 
|Raw materials            |  | $               | 4,599,549 |                    | $ | 4,393,992 | 
|Work-in-process          |  |                 | 1,294,323 |                    |   | 1,252,251 | 
|Finished goods           |  |                 | 1,326,371 |                    |   | 1,297,988 | 
|                         |  |                 |           |                    |   |           | 
|                         |  | $               | 7,220,243 |                    | $ | 6,944,231 | 
|                         |  |                 |           |                    |   |           | 

NOTE 8 - GOODWILL AND LONG-LIVED ASSETS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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
 Accounting Standards Codification (ASC) 350, Accounting for Business
 Combinations, Goodwill, and Other Intangible Assets. The process of
 evaluating the potential impairment of goodwill is ongoing, subjective and
 requires significant judgment and estimates regarding future cash flows and
 forecasts. Goodwill represents the excess of the cost of an acquisition over
 fair value of net assets acquired. Testing for the impairment of goodwill
 involves a two step process. The first step of the impairment test requires
 the comparing of a reporting 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Long-lived assets are reviewed for impairment whenever events or changes
 in circumstances indicate that the carrying amount of such assets may not be
 recoverable. Determination of recoverability is based on an estimate of
 undiscounted cash flows resulting from the use of the assets and its eventual
 disposition. Measurement of an impairment loss for long-lived assets that
 management expects to hold for sale is based on the fair value of the assets.
 Long-lived assets to be disposed of are reported at the lower of carrying
 amount or fair value less costs to sell.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

NOTE 9 - ACCOUNTING FOR STOCK OPTIONS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company follows the provisions of ASC 718, Share-Based Payment.
 The Companys results for the three-month periods ended March 31, 2010 and
 2009 include share-based compensation expense totaling $50,091 and $89,274, respectively.
 Such amounts have been included in the Condensed Consolidated Statements of
 Operations within operating expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Stock option compensation expense relative to service-based options
 is the estimated fair value of options granted, amortized on a straight-line
 basis over the requisite service period. Stock option compensation expense
 relating to performance-based options is the estimated fair value of options
 granted, recognized when stated performance targets are achieved, or expected
 to be achieved..                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The fair value of options 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.

11

---



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

NOTE 9 - ACCOUNTING FOR STOCK OPTIONS
(Continued)

| |                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company did not grant stock options during either of the
 three-months ended March 31, 2010 or 2009. Additionally, no stock options
 were exercised, forfeited or canceled during either of the three-months ended
 March 31, 2010 or 2009. At March 31, 2010, the total number of stock option
 shares outstanding, which includes both service-based and performance-based
 options, was 2,308,967.
| |                                                                                                                                                                                                                                                                                                                                                                                                          
| | The following table represents our service-based stock options
 granted, exercised, forfeited and canceled during the first three months of
 2010:                                                                                                                                                                                                                                                       

| |                                |  |                   |           |                                              |   |                                                 |  |                         |     |  |  |   | 
| | ------------------------------ |  | ----------------- | --------- | -------------------------------------------- | - | ----------------------------------------------- |  | ----------------------- | --- |  |  | - | 
| |                                |  | Number of
 Shares |           | Weighted
 Average
 Exercise
 Price per share |   | Weighted
 Average
 Remaining
 Contractual
 Term |  | AggregateIntrinsicValue |    
| |                                |  |                   |           |                                              |   |                                                 |  |                         |    
| | Service-based Stock Options    |  |                   |           |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Outstanding at January 1, 2010 |  |                   | 1,588,967 |                                              | $ | 2.54                                            |  |                         |     |  |  |   | 
| | Granted                        |  |                   |           |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Exercised                      |  |                   |          |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Forfeited                      |  |                   |          |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Canceled                       |  |                   |          |                                              |   |                                                 |  |                         |     |  |  |   | 
| |                                |  |                   |           |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Outstanding at March 31, 2010  |  |                   | 1,588,967 |                                              | $ | 2.54                                            |  |                         | 3.8 |  |  |  | 
| |                                |  |                   |           |                                              |   |                                                 |  |                         |     |  |  |   | 
| |                                |  |                   |           |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Exercisable at March 31, 2010  |  |                   | 1,338,217 |                                              | $ | 2.52                                            |  |                         | 2.9 |  |  |  | 
| |                                |  |                   |           |                                              |   |                                                 |  |                         |     |  |  |   | 

| |                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table represents our performance-based stock options
 granted, exercised, forfeited and canceled during the first three months of
 2010:

| |                                 |  |                   |         |                                              |   |                                                 |  |                         |     |  |  |   | 
| | ------------------------------- |  | ----------------- | ------- | -------------------------------------------- | - | ----------------------------------------------- |  | ----------------------- | --- |  |  | - | 
| |                                 |  | Number of
 Shares |         | Weighted
 Average
 Exercise
 Price per share |   | Weighted
 Average
 Remaining
 Contractual
 Term |  | AggregateIntrinsicValue |    
| |                                 |  |                   |         |                                              |   |                                                 |  |                         |    
| | Performance-based Stock Options |  |                   |         |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Outstanding at January 1, 2010  |  |                   | 720,000 |                                              | $ | 0.97                                            |  |                         |     |  |  |   | 
| | Granted                         |  |                   |        |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Exercised                       |  |                   |        |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Forfeited                       |  |                   |        |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Canceled                        |  |                   |        |                                              |   |                                                 |  |                         |     |  |  |   | 
| |                                 |  |                   |         |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Outstanding at March 31, 2010   |  |                   | 720,000 |                                              | $ | 0.97                                            |  |                         | 8.8 |  |  |  | 
| |                                 |  |                   |         |                                              |   |                                                 |  |                         |     |  |  |   | 
| |                                 |  |                   |         |                                              |   |                                                 |  |                         |     |  |  |   | 
| | Exercisable at March 31, 2010   |  |                   |        |                                              |   |                                                |  |                         |    |  |  |  | 
| |                                 |  |                   |         |                                              |   |                                                 |  |                         |     |  |  |   | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of March 31, 2010, the unearned compensation related to Company
 granted service-based incentive stock options is $202,278 which will continue
 to be amortized over the next two years. The fair value, and unamortized
 amount, of performance-based options granted by the Company as of March 31,
 2010 is $430,360. This unearned compensation will not be recognized until
 certain performance conditions are achieved.

NOTE 10  SEGMENT INFORMATION: REGIONAL SALES

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

| |                                     |  |                                        |           |      |   |           | 
| | ----------------------------------- |  | -------------------------------------- | --------- | ---- | - | --------- | 
| |                                     |  | For the Three Months 
 Ended March 31, |          
| | Revenues by region                  |  | 2010                                   |           | 2009 |  
| |                                     |  |                                        |           |      |  
| | Americas                            |  | $                                      | 4,225,397 |      | $ | 3,883,008 | 
| | Europe, Middle East, Africa
 (EMEA) |  |                                        | 1,408,101 |      |   | 1,061,075 | 
| | Asia Pacific (APAC)                 |  |                                        | 503,844   |      |   | 583,933   | 
| |                                     |  |                                        |           |      |   |           | 
| |                                     |  | $                                      | 6,137,342 |      | $ | 5,528,016 | 
| |                                     |  |                                        |           |      |   |           | 

| |                                                                                                    
| | ---------------------------------------------------------------------------------------------------
| | Net sales are
 attributable to a geographic area based on the destination of the product
 shipment.

12

---



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

NOTE 11 - 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.                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 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 March 31, 2010, 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 its present cash balances will adequately meet
 near-term working capital requirements.

NOTE 12 - SUBSEQUENT EVENTS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 9, 2010, the Company executed an agreement to sell substantially
 all of the assets and liabilities of Willtek, the Companys foreign
 subsidiary located in Ismaning, Germany, for the cash purchase price of
 $2,750,000, subject to certain purchase price adjustments as defined in the
 asset purchase agreement. Under the terms of the agreement, the purchaser
 would retain all of the employees of Willtek and all other assets of Willtek,
 except for any cash balances at the date of closing and specifically
 identified notes receivable balances. Additionally, the purchaser agrees to
 retain all of the liabilities of Willtek, except for, a bank note payable and
 accrued foreign income taxes. On May 7, 2010, the Company successfully
 completed this transaction.

13

---



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

INTRODUCTION

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

As has been disclosed by the Company in its
filings in prior periods, in light of on-going market challenges facing the
Companys foreign subsidiary, Willtek Communications GmbH (Willtek),
including significant technology research and development expenses required to
remain competitive, management has been evaluating several strategic
alternatives and opportunities.

In November 2009, the Companys board of
directors made a decision to conclude efforts to seek strategic alternatives
regarding Willtek so that the Company could focus on growing its domestic based
businesses. The board of directors authorized management to begin negotiations
with interested parties to sell substantially all of the assets of Willtek or
cease incurring costs related to its development. On April 9, 2010, the Company
entered into an asset purchase agreement to sell substantially all the
operating assets and certain liabilities of Willtek to certain subsidiaries of
Aeroflex Incorporated. On May 7, 2010, the Company completed the sale of
Willteks assets.

As a result of the sale of Willtek, the Company
has reflected its foreign business activities as assets and liabilities held
for sale and discontinued operations in its 2010 and 2009 condensed
consolidated financial statements disclosed in Item 1. Further to this
disclosure, managements discussion and analysis pertains primarily to the
Companys continuing operations.

The financial information presented herein
includes: 
(i) Condensed Consolidated Balance Sheets as of March 31, 2010 (unaudited) and
as of December 31, 2009 (ii) Condensed Consolidated Statements of Operations
for the three-month periods ended March 31, 2010 (unaudited) and 2009
(unaudited) and (iii) Condensed Consolidated Statements of Cash Flows for the
three-month periods ended March 31, 2010 (unaudited) and 2009 (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.

14

---



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

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.

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 2009, 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. The estimated forfeiture rate included in the option
valuation was zero.

Revenue Recognition

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

Valuation of Inventory

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

Comprehensive (loss)/Foreign currency

Assets and liabilities of the Companys
foreign subsidiaries are translated at period-end exchange rates, while income
and expenses are translated at average rates for the period. Translation gains
and losses are reported as a component of accumulated other comprehensive
(loss) in accordance with ASC 220, Comprehensive Income.

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.

15

---



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

Income Taxes

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

Uncertain Tax Positions

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

By adoption of ASC 740, the Company has
analyzed its filing positions in all of the federal, state and foreign
jurisdictions where it is required to file income tax returns. As of March 31,
2010 and December 31, 2009, the Company has identified its federal tax return,
its state tax return in New Jersey and its foreign return in Germany as major
tax jurisdictions, as defined, in which it is required to file income tax
returns. Based on the evaluations noted above, the Company has concluded that
there are no significant uncertain tax positions requiring recognition or
disclosure in its consolidated financial statements.

Based on a review of tax positions for all
open years and contingencies as set out in Companys notes to the consolidated
financial statements, no reserves for uncertain income tax positions have been
recorded pursuant to ASC 740 during the periods ended March 31, 2010 and 2009.

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, 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. The
goodwill on the Companys consolidated balance sheets is attributable to
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, 2009.

For the three months ended March 31, 2010 as
compared to the corresponding period of the previous year, net sales increased
to approximately $6,137,000 from approximately $5,528,000 an increase of
approximately $609,000 or 11.0%. The increase is primarily due to strengthening
demand for the Companys domestic subsidiaries products and services.

16

---



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

Gross profit on net sales for the three
months ended March 31, 2010 was approximately $2,803,000 or 45.7% as compared
to approximately $2,626,000 or 47.5% of net sales for the three months ended
March 31, 2009. Gross profit margins are lower primarily due to unfavorable
product mix and increased competition, particularly in the highly competitive
PIM market. Manufacturing labor and overhead costs remained relatively stable
period over period. 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 three months ended
March 31, 2010 were approximately $2,492,000 or 41% of net sales as compared to
approximately $2,822,000 or 51% of net sales for the three months ended March
31, 2009. Operating expenses are lower due to decreases in both sales and
marketing expenses and general and administrative expenses, partially off-set
by a slight increase in research and development expenses.

Interest income decreased by approximately
$22,500 for the three months ended March 31, 2010 as compared to the
corresponding period of the previous year. This decrease was primarily due to
the decline in interest rates in the Companys interest bearing accounts. In
reaction to uncertain financial market conditions, the Company has reallocated
substantially all of its cash investments to more secure money market funds.
Other income increased by approximately $69,000 for the three months ended
March 31, 2010. This increase was primarily due to foreign currency losses
realized during the quarter ended March 31, 2009.

Net income from continuing operations was
approximately $320,000 or $0.01 per share on a diluted basis for the quarter
ended March 31, 2010 as compared to a net loss from continuing operations of
approximately $223,000 or $0.01 per share on a diluted basis for the quarter
ended March 31, 2009, an increase of approximately $543,000. The increase was
primarily due to the analysis mentioned above.

Net loss from discontinued operations
    was approximately $1,284,000 or $0.05 per share on a diluted basis for the
    quarter ended March 31, 2010 as compared to a net loss from discontinued
    operations of approximately $63,000 or $0.00 per share on a diluted basis
    for the quarter ended March 31, 2009, a loss increase of approximately $1,221,000.
    The 2010 loss was primarily due to approximately $609,000 of a loss recognized
    in 2010 on the sale of Willtek resulting from an increase of the anticipated
closing costs and approximately $675,000 of operating losses in Willtek.

Net loss was approximately $964,000
    or $0.04 per share on a diluted basis for the quarter ended March 31, 2010
    as compared to a net loss of approximately $286,000 or $0.01 per share on
    a diluted basis for the quarter ended March 31, 2009, a loss increase of
approximately $678,000. The loss increase was primarily due to the analysis
mentioned above.

LIQUIDITY AND CAPITAL RESOURCES:

The Companys working capital has decreased
by approximately $1,222,000 to approximately $24,932,000 at March 31, 2010,
from approximately $26,154,000 at December 31, 2009. At March 31, 2010 the
Company had a current ratio of 4.5 to 1, and a ratio of debt to tangible net
worth of .4 to 1. At December 31, 2009, the Company had a current ratio of 4.4
to 1, and ratio of debt to tangible net worth of .4 to 1.

The Company had a cash and cash equivalents
balance of approximately $12,743,000 at March 31, 2010, compared to
approximately $14,076,000 at December 31, 2009. The Company believes its
current level of cash and cash equivalents is sufficient enough to fund the
current operating, investing and financing activities.

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

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

17

---



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

The Company used cash for operating
activities, including discontinued operations, of approximately $137,000 for
the three-month period ending March 31, 2009. The primary use of this cash was
due to a decrease in accounts payable, accrued expenses and other current
liabilities, and an increase in prepaid expenses and other assets, partially
off-set by a decrease in accounts receivable and a decrease in inventory.

Net cash used for investing activities for
the three-months ended March 31, 2010 was approximately $13,000. The use of
these funds was for capital expenditures. For the three-months ended March 31,
2009, net cash provided by investing activities was approximately $2,951,000.
The primary source of these funds was from the sale of short-term securities,
off-set by capital expenditures.

Cash used for financing activities for the
three-months ended March 31, 2010 and 2009 was approximately $15,000 and
$14,000, respectively. The use of these funds was for the periodic payments of
a mortgage note.

After the conclusion of the Willtek sale, the
Company anticipates satisfying the entire outstanding principal and interest
due on its bank note payable through payment of approximately $1,700,000.
However, since this bank note is in principle a Euro denominated loan, the
outstanding loan balance is subject to foreign currency fluctuations and will
likely be adjusted at time of payment.

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

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 March 31, 2010, the Company had no borrowings
outstanding under the facility and approximately $6,400,000 of borrowing
availability.

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

Throughout its ownership of Willtek, the
Company had been required to fund its foreign operations through cash loans and
advances. Due to the successful completion of the sale of Willteks assets,
this funding will no longer be required.

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.

18

---



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.

19

---



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, 2009.

Item 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS

| |      
| | -----
| | None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

| |      
| | -----
| | None.

Item 4. REMOVED AND RESERVED

Item 5. OTHER INFORMATION

| |      
| | -----
| | None.

Item 6. EXHIBITS

|            |  |                                                                                                                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                           
|            |  |                                                                                                                                                                                       
|            |  |                                                                                                                                                                                       
|31.1        |  | Certification Pursuant to Section
 302 of The Sarbanes-Oxley Act of 2002 (Principal Executive Officer 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)

20

---



SIGNATURES

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

|                   |                                 
|------------------ | --------------------------------
|                   | WIRELESS TELECOM
 GROUP, INC.   
|                   |                                 
|                   | (Registrant)                    
|                   |                                 
|Date: May 17, 2010 | /S/Paul Genova                  
|                   |                                 
|                   | Paul Genova                     
|                   | Chief Executive
 Officer and CFO

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EXHIBIT
LIST

|            |  |                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                            
|            |  |                                                                                                                                                                                        
|            |  |                                                                                                                                                                                        
|31.1        |  | Certification
 Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 (Principal
 Executive Officer 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)

22

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