================================================================================
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACTS OF 1934

                For the quarterly period ended September 30, 2004


                         Commission File Number 0-27996



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

                Delaware                                   13-3835420
    -------------------------------                     ----------------
    (State or other jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                  Identification Number)


                              1840 COUNTY LINE ROAD
                           HUNTINGDON VALLEY, PA 19006
                    ----------------------------------------
                    (Address of principal executive offices)


                                 (215) 322-4600
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          If changed since last report)


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

As of November 1, 2004, there were 4,425,295 shares of the registrant's Common
Stock, net of Treasury Stock, par value $.001 per share, outstanding.

FORWARD LOOKING STATEMENTS

Some of the information presented in this quarterly report constitutes
forward-looking statements within the meaning of the private Securities
Litigation Reform Act of 1995. Statements that are not historical facts,
including statements about management's expectations for fiscal year 2004 and
beyond, are forward looking statements and involve various risks and
uncertainties. Although the Company believes that its expectations are based on
reasonable assumptions within the bounds of its knowledge, there can be no
assurance that actual results will not differ materially from the Company's
expectations. Factors that could cause the actual results to differ materially
from expectations are discussed in the Company's Annual Report on Form 10-K and
in other filings with the Securities and Exchange Commission.

================================================================================
<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.
               FORM 10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 2004



                                      INDEX

PART I.    FINANCIAL INFORMATION
--------------------------------

ITEM 1.    CONDENSED FINANCIAL STATEMENTS

                 Condensed Balance Sheets September 30, 2004
                 (unaudited) and December 31, 2003........................     3

                 Condensed Statements of Income for the three months
                 And nine months ended September 30, 2004 and 2003
                 (unaudited)..............................................     4

                 Condensed Statements of Cash Flows for the nine months
                 ended September 30, 2004 and 2003 (unaudited)............     5

                 Notes to Condensed Financial Statements .................   6-7

ITEM 2.          Management's Discussion and Analysis of Financial
                 Condition and Results of Operations......................  7-10

ITEM 3.          Financial graphs.........................................    10

ITEM 4.          Controls and Procedures .................................    11

PART II.   COMPANY HISTORY, OVERVIEW, AND DESCRIPTION OF RECENT EVENTS
----------------------------------------------------------------------

ITEM 1.          Company history, overview, and description of recent
                 events .................................................. 11-14

ITEM 2.          Risk Factors.............................................    14

PART III.  OTHER INFORMATION
----------------------------

ITEM 1.          Submission of Matters to a Vote of Security Holders...... 14-15

                 Signatures...............................................    15


                                       2
<PAGE>

                              FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


                        WIRELESS XCESSORIES GROUP, INC.
                            CONDENSED BALANCE SHEETS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE><CAPTION>
                               ASSETS                                           September 30, 2004     December 31,2003
                                                                                    ------------         ------------
                                                                                     (unaudited)
<S>                                                                                 <C>                  <C>
  CURRENT ASSETS:
  Cash and cash equivalents                                                         $      2,144         $      1,316
  Accounts receivable (net of allowance of                                                   940                  730
  $394 and $317, respectively)
  Inventories                                                                              1,526                1,438
  Prepaid expenses and other current assets                                                  211                  128
  Current portion- notes receivable                                                           67                  161
                                                                                    ------------         ------------

                      Total Current Assets                                                 4,888                3,773


  PROPERTY AND EQUIPMENT - Net                                                               537                  520

  NOTES RECEIVABLE - Net of Current Portion                                                 --                     13

  OTHER ASSETS                                                                                36                   36
                                                                                    ------------         ------------

  TOTAL ASSETS                                                                      $      5,461         $      4,342
                                                                                    ============         ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
  Current portion of long-term debt                                                 $          3         $          4
  Accounts payable                                                                         1,457                  652
  Net liabilities on disposal of discontinued operations                                      36                   36
  Accrued payroll and related benefits                                                       186                   93
  Amounts due to officer                                                                    --                    103
  Other accrued expense                                                                      105                   94
                                                                                    ------------         ------------
                     Total Current Liabilities                                             1,787                  982
                                                                                    ------------         ------------

  LONG-TERM DEBT                                                                            --                      2
                                                                                    ------------         ------------

STOCKHOLDERS' EQUITY
  Preferred stock, par value $0.001, 1,000,000 shares authorized,
  no shares issued or outstanding
  Common Stock, par value $.001, 10,000,000 shares authorized, 5,272,080 and
  5,262,080 issued and outstanding at September 30, 2004 and December 31, 2003,
  respectively                                                                                 5                    5
  Additional paid - in capital                                                            11,343               11,341
  Accumulated deficit                                                                     (7,207)              (7,872)
 Treasury Stock (at cost) 901,785 and 448,110 shares, respectively                          (467)                (116)
                                                                                    ------------         ------------
  Total Stockholders' Equity                                                               3,674                3,358
                                                                                    ------------         ------------


  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $      5,461         $      4,342
                                                                                    ============         ============

            The accompanying notes on page 6 and 7 are an integral part of these condensed financial statements.
</TABLE>
                                       3
<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE><CAPTION>
                                                                 Three Months Ended                  Nine Months Ended
                                                                   September  30,                      September  30,
                                                           ------------------------------      ------------------------------
                                                               2004              2003              2004              2003
                                                           ------------      ------------      ------------      ------------
<S>                                                        <C>               <C>               <C>               <C>
NET SALES                                                  $      4,075      $      3,279      $     11,131      $      8,466

COST OF SALES                                                     2,329             1,741             6,159             4,619
                                                           ------------      ------------      ------------      ------------
            Gross profit                                          1,746             1,538             4,972             3,847

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                      1,495             1,373             4,324             4,095
INTEREST (INCOME), net                                               (8)               (1)              (17)               (2)
                                                           ------------      ------------      ------------      ------------

               Income (Loss) before income taxes                    259               166      $        665              (246)

INCOME TAX (BENEFIT)                                               --                --                --                --
                                                           ------------      ------------      ------------      ------------

                 Net Income (Loss)                         $        259      $        166      $        665      ($       246)
                                                           ============      ============      ============      ============



Net Income (Loss) per common share- Basic  and Diluted     $        .06      $        .03      $        .14      $        (05)
                                                           ============      ============      ============      ============

Basic weighted average common shares outstanding              4,531,810         4,818,652         4,788,599         4,814,383
                                                           ============      ============      ============      ============


Diluted weighted average common shares outstanding            4,601,690         4,818,652         4,840,741         4,814,383
                                                           ============      ============      ============      ============




























            The accompanying notes on page 6 and 7 are an integral part of these condensed financial statements
</TABLE>
                                       4
<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE><CAPTION>
                                                                         Nine Months Ended September 30
                                                                         ------------------------------
                                                                             2004              2003
                                                                         ------------      ------------
<S>                                                                      <C>               <C>
OPERATING ACTIVITIES:
Net Income (Loss)                                                        $        665      $       (246)
Adjustments to reconcile net Income (loss) to cash
         provided by operating activities-
             Depreciation and amortization                                        245               368
             Provision for doubtful accounts                                      129               199
                 Issuance of Common Stock to Directors                             26                 9

Changes in assets and liabilities, net of effects from dispositions:

             Accounts receivable                                                 (339)             (672)
                 Inventories                                                      (89)              372
             Prepaid expenses and other assets                                    (90)               29
             Accounts payable and accrued expenses                                808               397
                                                                         ------------      ------------

Net cash provided by operating activities                                       1,355               456
                                                                         ------------      ------------

INVESTING ACTIVITIES:
Purchase of property and equipment                                               (256)             (121)
Principal payments on notes receivables                                           107               121
                                                                         ------------      ------------
Net cash (used in) investing activities                                          (149)             --
                                                                         ------------      ------------

FINANCING ACTIVITIES:
Net payments on borrowings                                                         (3)              (33)
Repurchase of company stock                                                      (375)              (37)
                                                                         ------------      ------------
Net cash (used in) financing activities                                          (378)              (70)
                                                                         ------------      ------------

NET INCREASE  IN CASH AND CASH EQUIVALENTS                                        828               386

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                  1,316               985
                                                                         ------------      ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                        2,144             1,371
                                                                         ============      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for-
             Interest                                                    $          7      $          3
                                                                         ============      ============



SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION

             Non-Cash Issuance of Common Stock as Compensation           $         26      $          9
                                                                         ============      ============








 The accompanying notes on page 6 and 7 are an integral part of these condensed financial statements
</TABLE>
                                       5
<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements included herein have been
prepared by the management of Wireless Xcessories Group, Inc. ("Wireless
Xcessories" or the "Company") without certified audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
These statements include all adjustments that, in the opinion of management, are
necessary to provide a fair statement of the results for the periods covered.
All such adjustments are of a normal recurring nature. These condensed financial
statements should be read in conjunction with the audited financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2003. The results of operations for the nine months
ended September 30, 2004 are not necessarily indicative of the results for the
full year. Certain prior year amounts have been reclassified to conform to
current period presentations.

2. STOCKHOLDERS' EQUITY

As of September 30, 2004, the Company under a Stock buyback program authorized
by its Board of Directors had repurchased 981,785 shares at an average
approximate price of $.51 share, recorded at cost as Treasury Stock in the
accompanying condensed consolidated balance sheet net of re-issuances as at
September 30, 2004. The Company in accordance with earlier Board approval in
August, 2004 has issued 40,000 shares of the Company's Common Stock to its
non-employee directors for service on the Board and its various committees and
includes a total of 10,000 shares each to the four current non-employee
directors the Board of Directors during the September 2004 quarter approved an
increase in the Company Stock buyback plan to a total of up to 1,250,000 shares
at a cost not to exceed $1,000,000 through July 20, 2005. In addition, in
August, 2004, the Company issued 10,000 shares of its Common Stock to management
employees under its restrictive Stock Grant Program.

3. SEGMENT DISCLOSURE

The Company operates in one business segment, which distributes cellular
telephone accessory products principally in North America. The Wireless Products
Segment is headquartered in Huntingdon Valley, Pennsylvania and all revenue and
essentially all long-lived assets were related to operations in the United
States as of September 30, 2004 and during the periods presented.

4. EARNINGS PER SHARE

The Company follows the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings per Share." The calculation of basic and diluted
earnings per share ("EPS") is reflected on the accompanying condensed Statement
of Operations.

Options to purchase 216,500 and 272,152 shares were outstanding at September 30,
2004 and September 30, 2003, respectively, with exercise prices ranging $.28 to
$4.44.

5. SIGNIFICANT ACCOUNTING POLICIES

Financial Reporting Release No. 60, which was recently released by the
Securities and Exchange Commission, requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Our significant accounting policies are described in Note
1 of the Notes to the Condensed Financial Statements. The significant accounting
policies that we believe are most critical to aid in fully understanding our
reported financial results are the following:

                                       6
<PAGE>
Significant Estimates-- We have made a number of estimates and assumptions
related to the reporting of assets and liabilities in preparation of the
condensed consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America. The most
significant estimates relate to the allowance for doubtful accounts, the reserve
for Inventory obsolescence and the deferred tax valuation allowance.

In determining the adequacy of the allowance for doubtful accounts, we consider
a number of factors including the aging of the receivable portfolio, customer
payment trends, and financial condition of the customer, industry conditions and
overall credibility of the customer. Actual amounts could differ significantly
from our estimates.

In determining the adequacy of the reserve for inventory obsolescence, we
consider a number of factors including the aging of the inventory, recent sales
trends, availability of the product in the market, industry market conditions
and overall economic conditions. Actual amounts could differ significantly from
our estimates.

In assessing the realizability of deferred income tax assets, we consider
whether it is more likely than not that the deferred income assets will be
realized through the future generation of taxable income.

Inventories -- Inventories, which consist solely of finished goods, are carried
at the lower of cost, determined on a first-in, first-out basis (FIFO), or
market value.

Revenue Recognition -- Revenue is recognized at the time of shipment.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS:

The following table represents the Company's statement of income data expressed
as a percentage of net sales for the respective periods:
<TABLE><CAPTION>
                                                   Three Months Ended September       Nine Months Ended September 30
                                                    --------------------------          --------------------------
                                                      2004              2003              2004              2003
                                                    --------          --------          --------          --------
<S>                                                    <C>               <C>               <C>               <C>
Net Sales                                              100.0%            100.0%            100.0%            100.0%
Cost of Sales                                           57.2              53.1              55.3              54.6
                                                    --------          --------          --------          --------
Gross Profit                                            42.8              46.9              44.7              45.4

Selling, General and administrative Expenses            36.7              41.9              38.8              48.4
Interest Expense (Income), net                          (0.2)             (0.0)             (0.2)              0.0
                                                    --------          --------          --------          --------
Net Income (Loss) before Income Tax                      6.3               5.0               6.1              (3.0)
Income Tax                                               0.0)              0.0               0.0               0.0
                                                    --------          --------          --------          --------
Net Income (Loss)                                        6.3%            5.0 %               6.1%             (3.0)%
                                                    ========          ========          ========          ========
</TABLE>

MANAGEMENT DISCUSSION
---------------------

THREE MONTHS ENDED SEPTEMBER 30, 2004 ("2004") COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2003 ("2003").

Net sales increased by $.8 million or 24% from $3.3 million in 2003 to $4.1
million in 2004. The increase in sales is mainly attributable to the
introduction of our industrial Strength product line in the December 2003
quarter, and development of a few higher volume customers, and to overall
general improvement in handset sales throughout the Wireless industry.
Additionally, the Company has significantly improved its competitive position
due to the introduction of these product lines, expanded value added services
offered to customers bolstered by a 25 person well trained and incentivized
sales representative and Customer service department, expanded product
selection, expanded marketing and overall pricing/value relationship offered to
Customers. We have made significant progress in fostering the growth of new
customers and highly compensate our sales force for their success in booking new
business.
                                       7
<PAGE>
Gross profit increased by $.2 million from $1.5 million in 2003 to $1.7 million
in 2004 and as a percentage of sales decreased from 46.9% to 42.8%. The fall off
in percentage resulted from an expansion of lower margin brand name product
sales, more aggressive pricing on overstocked and slower moving product earlier
in the year to prevent bigger end of year markdowns and added air freight cost
to bring in newer product timely and to fill anticipated increased customer
fourth quarter demand:

Selling, general and administrative (SG&A) expenses increased by only $122,000
or 9 %, as compared to a sales increase of 24%. As a result, total SG&A
expenses as a percentage of sales decreased from 41.9% in 2003 to 36.7% in 2004.
This is a result of the Company's continuous cost cutting program and emphasis
on improved employee productivity, which resulted in reductions in our number of
employees and in several other general and administrative line items such as
professional fees, bank fees, telephone costs, bad debts due to stringent
collection procedures and various other administrative expenses.

Net interest (income) increased from a net of $1,000 in 2003 to net income of
$8,000 in 2004. This is primarily due to interest earned on increased excess
cash.

The Company's effective income tax rate in calculating a possible expense based
on the net income for the third quarter in 2004 would have been 38% or a total
approximate expense of $99,000. As result of a Company decision to provide an
offsetting tax valuation allowance to cover the amount of the net deferred tax
asset, the net benefit was reduced to $0. The Company has provided the tax
allowance as a result of the uncertainty that the Company will generate
sufficient income in the future to fully or partially realize the net deferred
tax asset of approximately $1,265,000 at September 30, 2004 inclusive of the
additional $99,000 added in this quarter. The income tax rate effective in both
2004 and in computation of a benefit in 2003 is the same 38% respectively.

NINE MONTHS ENDED SEPTEMBER 30, 2004 ("2004") COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2003 ("2003").

Net sales increased by $2.7 million or 31% from $8.5 million in 2003 to $11.1
million in 2004. The increase in sales continues to be mainly attributable to
the introduction of our industrial Strength product line in the December 2003
quarter, development of a few higher volume customers, and to overall general
improvement in handset sales throughout the Wireless industry. Additionally, the
Company has significantly improved its competitive position due to the
introduction of these product lines, expanded value added services offered to
customers bolstered by a 25 person well trained and incentivized sales
representative and Customer service department personnel, expanded product
selection, expanded marketing and overall pricing/value relationship offered to
Customers. We have made significant progress in fostering the growth of new
customers and highly compensate our sales force for their success in booking new
business.

Gross profit increased by $1.1 million from $3.9 million in 2003 to $5.0 million
in 2004 and as a percentage of sales decreased 45.4% to 44.7%. The fall off in
percentage resulted from an expansion of lower priced brand name product sales,
more aggressive pricing on overstocked and slower moving product in the third
quarter to prevent bigger end of year markdowns and added air freight cost to
bring in newer product timely and to fill anticipated increased customer order
demand.: offsetting these factors at least in part is:

     o    Our Core Industrial Strength Product line, which carries higher
          margins and is subject to less competition than our standard product
          lines.

     o    We continue to secure cost reductions and favorable pricing on many of
          our non-branded product obtained from the Far East

     o    We have been able to keep our customer base intact.

     o    Closer monitoring and scrutinizing of Customer pricing and other
          incentives.

Selling, general, and administrative (SG&A) expenses increased by only $228,000
or 5.6%, as compared to a sales increase of 31.5%. As a result, total SG& A
expenses as a percentage of sales decreased from 48.4% in 2003 to 38.8% in 2004.
This is a result of the Company's continuous cost cutting program and emphasis
on improved employee productivity, which resulted in reductions in our number of
employees and in several other general and administrative line items such as
professional fees, bank fees, telephone costs and various other administrative
expenses.
                                       8
<PAGE>

The Company has achieved significant productivity improvements and cost increase
far below our sales volume increases in warehouse labor due to continuing
pre-packing of product in the Far East introduction of Radio Frequency guns and
Bar Code technology and overall upgrade in management and worker capabilities.

Net interest (income) increased from $2,000 in 2003 to net income of $17,000 in
2004. This is primarily due to increased interest earned on its excess cash.

The Company's effective income tax rate in calculating a possible expense based
on the net income for the nine months in 2004 would have been 38% or a total
approximate expense of $252,000. As result of a Company decision to provide an
offsetting tax valuation allowance to cover the amount of the net deferred tax
asset, the net benefit was reduced to $0. The Company has provided the tax
allowance as a result of the uncertainty that the Company will generate
sufficient income in the future to fully or partially realize the net deferred
tax asset of approximately $1,265,000 at September 30, 2004 inclusive of the
additional $252,000 added in this quarter. The income tax rate effective in both
2004 and in computation of a benefit in 2003 is the same 38% respectively.

                        LIQUIDITY AND CAPITAL RESOURCES:

The Company's requirements for capital are to fund (I) sales growth, (ii)
financing for possible acquisitions, (iii) repurchase of stock, and (iv) capital
expenditures mainly related to business system and warehouse upgrades. The
Company's primary sources of financing during the twelve months ended September
30, 2004 were cash flow from operations and reductions in Accounts Receivable,
and principal and interest payments of Notes Receivable.

The Company's working capital as of September 30, 2004 and 2003 was $3,101,000
and $2,791,000, respectively. Net cash provided by operating activities for the
nine months ended September 30, 2004 and 2003 were $1,355,000 and $456,000
respectively. In 2004, the Company provided $1,065,000 from operations from its
net income of $665,000 as adjusted for non-cash items of depreciation and
amortization of $245,000, bad debt provision of $129,000 and the issuance of
$26,200 of common stock to its Directors and a key employee. Cash provided from
changes in assets and liabilities of $290,000 resulted from an increase in
accounts payable and accrued expenses of $808,000 offset in part by increases in
accounts receivable, inventory and in prepaid expenses and other assets of
$339,000, $89,000 and $90,000 respectively. The increase in accounts receivable
was directly attributable to substantially higher customer billings in September
2004, compared to December 2003, offset in part by continued in improvement in
customer collections.

In the nine months ended September 30, 2003, the Company provided cash from
operations of $330,000 from its net loss of $246,000 as adjusted for non-cash
items of depreciation and amortization of $368,000 and a bad debt provision of
$199,000 and $9,000 for issuance of common stock to Directors. Cash provided
from changes in assets and liabilities totaled $126,000 resulting from net
decreases in inventory of $372,000 and an increase in accounts payable and
accrued expenses of $397,000 and an increase in prepaid expense and other assets
of $29,000 offset in part by an increase in accounts receivable of $672,000.

Net cash used in investing activities for the nine months ended September 30,
2004 was $149,000 resulting from the purchase of property and equipment of
$256,000 (Principally new Radio Frequency guns and software related to
enhancements to our business system and computer equipment and peripherals,
warehouse equipment including labor saving trash and carton compactors, and a
new telephone system) offset in part by $107,000 of principal note receivable
payments.

Cash used in financing activities for the nine months ended September 30, 2004
was $378,000 resulting from the repurchase of company stock of $375,000 and in
net reductions in capital leases of $3,000.

The Company estimates that it will incur capital expenditures of approximately
$125,000 during the twelve months ended September 30, 2005, principally for
business, warehouse and telephone system upgrades.

Based upon its present plans, management believes that operating cash flow,
available cash and available credit resources will be adequate to meet the
working capital cash and capital expenditure needs of the Company during the
twelve months ending September 30, 2005.

                                       9
<PAGE>

SEASONALITY AND INFLATION

In fiscal year 2003, the Company shipped approximately 55% of its sales in the
second half of the year. This reflected the more traditional pick up of
additional business in the months preceding the December holiday season. In the
fiscal years ended December 31, 2002 and 2001, combined sales for the third and
fourth quarters were less than the combined sales for the first and second
quarters due to the poor cellular accessory market and the timing of the loss of
key customers.

The impact of inflation on our operations has not been significant to date.
However, there can be no assurance that a high rate of inflation in the future
would not have an adverse effect on our operating results.


GRAPHS

Total Revenue - Quarterly
Dollars in Millions

          3.253   2.378   2.809   3.279   3.003   3.151   3.905   4.075
         --------------------------------------------------------------
QTR         4       1       2       3       4       1       2       3
 FY        02      03      03      03      03      04      04      04


Gross Profit - Quarterly
Dollars in Millions

          1.356   1.109   1.290   1.538   1.419   1.461   1.765   1.746
         --------------------------------------------------------------
QTR         4       1       2       3       4       1       2       3
 FY        02      03      03      03      03      04      04      04


Operating Cash Flow - Quarterly
Dollars in Thousands

          469     368     319    -231      31     263     473     619
         --------------------------------------------------------------
QTR         4       1       2       3       4       1       2       3
 FY        02      03      03      03      03      04      04      04

Earnings Per Share - Quarterly
Dollars

         -.05    -.08       0     .03     .02     .01     .07     .06
         --------------------------------------------------------------
QTR         4       1       2       3       4       1       2       3
 FY        02      03      03      03      03      04      04      04

                                       10
<PAGE>

ITEM THREE- CONTROLS AND PROCEDURES

                EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.

As of November 1, 2004 we completed an evaluation, under the supervision and
with the participation of our management, including our chief executive officer
and chief financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on the foregoing, our chief
executive officer and chief financial officer concluded that the Company's
disclosure controls and procedures were effective.

                          CHANGES IN INTERNAL CONTROLS

There have not been any significant changes in the Company's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.



PART 11. COMPANY HISTORY
------------------------
ITEM 1 - NARRATIVE,
-------------------

OVERVIEW & HISTORY
------------------

Wireless Xcessories Group is a leading provider of accessories to dealers,
distributors, retailers, agents and airtime carriers throughout the United
States and Canada. We have created a variety of product lines, totaling over
3,000 items designed to appeal to the widest possible spectrum of wholesale
buyers.

In addition to our products, we support our customers with a wide assortment of
Value Added services, including customized retail packaging, displays, posters,
marketing, and sales training materials, and free e-commerce websites.

Our corporation was formed in 1988, as Advanced Fox Antenna, and our product
line increased steadily as handheld cell phones grew in popularity. As part of
an IPO in April 1996, Advanced Fox Antenna, along with two battery related
companies were acquired by the parent company Batteries Batteries, Inc. Between
1997 and 2001 we sold off or otherwise divested ourselves of the battery
companies' businesses, merged a similar cell phone accessory company into our
main operation and changed our name to Wireless Xcessories Group. We have, since
then, focused on our core strengths. We consider ourselves to be the largest
distributor of accessories to independent wireless dealers in the Unites States.
Our website address is Wirexgroup.com

PRODUCTS & SERVICES
-------------------

We source, design, create, market and sell a series of accessory product lines
that appeal to all categories of wireless resellers. The bulk of our lines are
aftermarket accessories that our customers offer in lieu of OEM accessories sold
by the cell phone manufacturers.

Our current product lines are called "Standard," "Platinum," and "Industrial
Strength(R)."

                                       11
<PAGE>
In 2004 we created a product design and development division and produced a
series of cases, vehicle power adapters, hands free headsets, and a line of
accessories for popular PDA'S like Treo and Blackberry. Our current projects
involve a series of Blue Tooth hands free accessories. The mission of our
product development department is to design and create accessories with
exclusive styling and functionality. We offer these items to phone manufacturers
and major distributors under our name or as a private labeled product.

The close working relationship with our Chinese factories also allows us to
replicate the most popular accessories appearing on the world market at costs
30-40% below their current wholesale pricing.

The majority of our products are manufactured in China, Hong Kong and Taiwan. In
addition, we also act as a master distributor for well-known brand name products
like Plantronics, Body Glove, and Nextel.

Our product lines are sold along with comprehensive sales and marketing
programs, and a series of value added products designed to separate and
distinguish us in the minds of wireless resellers.

These Services Are Offered Free of Charge:
------------------------------------------
    |X|     Airtime carrier phone and accessories compatible charts
    |X|     E-Mail blast management programs
    |X|     Customized retail packaging
    |X|     Sales training materials
    |X|     In store displays and posters
    |X|     Private Label E-commerce websites that allow customers to offer our
            full product line to their end users

Also in 2004, we introduced an on-line ordering option to our customers which
permits them to view our current inventory along with our next receive date if
an item is out of stock.

CUSTOMERS
---------

Our customer base consists of more than 2,000 independent dealers from a
one-location mall kiosk to multi-store retail franchisers covering 250 locations
and more. In addition, we sell to some of the largest distributors of cell
phones, computers, and infrastructure products. These distributors in turn
resell to airtime carriers, mass retailers, and prepaid phone distributors.

About 25% of our customers either repackage our products for resale through
their resale channels or ask us to provide custom packaging as part of our value
added services.

BUSINESS MODEL
--------------

We have developed a product line wide enough to offer "one-stop shopping"
convenience to all categories of resellers.

We believe we are virtually the only organization that offers resellers three
full product lines to provide a "good, better, best" choice for end users to
purchase.

The wireless phone industry is characterized by the continuous introduction of
new model handsets with design changes, new operating features, and enhancements
that limit the ability of all but a few of our competitors to compete with
aftermarket accessories, especially by having them available for purchase soon
after the phone manufacturers introduces their new models.

In addition to being quick to market on new accessories, it is necessary to have
inventory for some handsets for 1-2 years because of their continuing popularity
in certain parts of the country that do not follow the latest fashion trends.

Our customers have come to expect same day shipping on orders placed before 3pm,
and we meet this commitment on more then 99% of our orders.

We encourage customers to try selected new products by offering a no risk,
60-day opportunity to stock balance and return products that do not sell up to
their expectations. This "guaranteed sale" option has proven very popular with
our customers.
                                       12
<PAGE>

We encourage customers to place orders on line 24/7 which ensures them same day
shipment and reduces our order processing costs.

Because of the rapid pace of new handset introductions, retail sales people find
it hard to keep current on which accessories are compatible among various brands
and models. We help solve this problem by publishing a monthly chart of phone
and accessory compatibilities for our customers who are agents of Verizon,
Cingular, Nextel, T-Mobile, AT&T, and Sprint.

MANAGEMENT DISCUSSION OF FACTORS THAT HAVE AFFECTED OUR SALES GROWTH:
---------------------------------------------------------------------

     A)   During the fourth quarter of 2003 we introduced a new line of rugged
          accessories, which we called Industrial Strength. These accessories
          are designed to appeal primarily to Nextel dealers. This line has
          received an enthusiastic reception and is being continually expanded
          to include Handsets promoted by other major airtime carriers.

     B)   In 2003 we began providing accessories to a major Unites States
          distributor that involves our supplying more than 300 items for their
          dealers and airtime carrier accounts.

     C)   Early in 2004 we introduced a value-added catalog that shows our
          customers and prospects all of the free services that are available to
          grow their business. To our knowledge, we are the only organization
          that offers this variety and depth of market and sales assistance.

     D)   In 2004 we realigned our sales force and our sales compensation plan
          to incentivize and reward the sales people who grow their business.

     E)   We continue to introduce new products and product lines so that there
          is always something new to offer customers and prospects.

EMPLOYEES
---------

Wireless Xcessories Group employs approximately 70 full time and 5-10 temporary
workers divided into accounting, sales, customer services, marketing,
purchasing/product development, MIS, quality control, and warehouse picking and
packing. Our 8-person management team has been with the company from 2-15 years,
with most managers having 5-10 years experience.

All members of our management team receive restricted stock grants tied to an
agreement not to compete and have incentive to remain with the company for at
least 5 years as a result of the vesting provisions of the stock grants.

No employee is covered by collective bargaining and we consider our employee
relations to be excellent.

COMPETITION
-----------

The aftermarket wireless accessory industry is both competitive and fragmented.
There are a number of local and regional distributors who import their products
from the Far East, and there are 15 or more national distributors.

Barriers to entry are low assuming one wants to market a limited product line.
We believe that it would require a large investment in inventory, quality
assurance, packaging capabilities, sales training, purchasing, and marketing to
duplicate the total program we have developed.

The continual introduction of new handsets combined with popularity changes that
can be measured in weeks and months have caused some of the larger distributors
to seek out accessory specialists like WIRX to manage the selection, packaging
and sourcing of their accessory programs.

INTELLECTUAL PROPERTY
---------------------

We seek to protect our intellectual property through a combination of
trademarks, service marks, and confidentiality agreements, non-compete
agreements, and patent protection when appropriate.

                                       13
<PAGE>

We maintain a number of registered trade names and registered trademarks,
including Industrial Strength(R), IndustrialStrength.com(R),
Platinumaccessories.com and WireXGroup.com.

As our product development initiatives bear fruit we intend to seek protection
for the patentable technology we create.

PROPERTIES AND FACILITIES
-------------------------

We lease a total of close to 70,000 square feet of warehouse space in Huntingdon
Valley, Pa., which we have occupied since 2001.

Our facility is divided into 10,000 square feet of office and administrative
space and 60,000 square feet of warehouse pick, pack, and quality control
facilities.

Earlier this year we signed a new 5-year lease, expiring in 2009, with no
increase in costs. Our rent is approximately $450,000 annually.

LEGAL PROCEEDINGS
-----------------

Lawsuits and claims are filed against us from time to time in the ordinary
course of business. We do not believe that any lawsuits or claims currently
pending against our company are material or will have a material adverse affect
on our financial condition.

INDUSTRY RISK FACTORS THAT COULD AFFECT OUR PERFORMANCE
-------------------------------------------------------

     A)   General economic conditions deteriorate, thereby reducing the demand
          for handsets and accessories.

     B)   Manufacturers reduce the number of new handset introductions, thereby
          reducing our competitive advantage of speed to market new accessories.

COMPANY SPECIFIC RISKS
----------------------

     A)   Our sales and marketing plans are ineffective or poorly executed.

     B)   One or more major customers decide to buy elsewhere or suffer
          financial difficulties resulting in reduced purchasing of our
          products.

     C)   One or more competitors successfully take customers from us.

     D)   Lawsuits resulting from alleged infringement of another of another
          company's designs or products.

     E)   Key employee resignation or sickness.

     F)   Failure of our products to be accepted in the market place based on
          poor quality, design, or features.

     G)   Disruption in our Far East supply chain due to accidents, shipping
          delays or intensive customs inspections.

     H)   Problems experienced by our factories in China. These could be based
          on component scarcity, labor problems, production delays, all of which
          are beyond our control.


                                    PART II1
                                OTHER INFORMATION

Submission of Matters to a vote of Security Holders
---------------------------------------------------

At the Annual Meeting of shareholders held on June 23, 2004, pursuant to the
Notice of Annual Meeting of Stockholders dated May 21, 2004 the following
actions were taken:

                                       14
<PAGE>

Proposal No 1: Election of Directors.

The following individuals were elected as Directors:

        Name                                For                Against
        ----                                ---                -------
Stephen Rade                             4,274,636             630,923
Christopher McConnell                    4,515,059             390,500
Bradley T. McDonald                      4,274,636             630,923
Allan Kalish                             4,515,059             390,500
Christopher C.  Cole                     4,274,636             630,923


No other matters were submitted to a vote of the Company's stockholders during
the third quarter of the fiscal year covered by this report through the
solicitation of proxies or otherwise.

Proposal No 2: Proposal to ratify the appointment by our Board of Directors of
Bagell, Josephs & Company, L.L.C the Company's independent auditors for the
fiscal year ending December 31, 2004.

For: 4,716,577   Against: 185,082   Abstained 3,900

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits

          31.1      Certification of Principal Executive Officer Pursuant to
                    Rule 13a-14 and 15d-14 of the Securities and Exchange Act of
                    1934
          31.2      Certification of Principal Financial Officer Pursuant to
                    Rule 13a-14 and 15d-14 of the Securities and Exchange Act of
                    1934
          32.1      Certification of Principal Executive Officer Pursuant to 18
                    U.S.C Section 1350, as Adopted Pursuant to Section 906 of
                    the Sarbanes -Oxley Acts of 2002
          32.2      Certification of Principal Financial Officer Pursuant to 18
                    U.S.C Section 1350, as Adopted Pursuant to Section 906 of
                    the Sarbanes -Oxley Acts of 2002

        (b) Reports on Form 8-K
            None




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.


                                                   By:  /s/ Stephen Rade
                                                   -----------------------------
         Date: November 9, 2004                    Stephen Rade
                                                   Chief Executive Officer


                                                   By:  /s/ Ronald E. Badke
                                                   -----------------------------
         Date: November 9, 2004                    Ronald E. Badke
                                                   Chief Financial Officer

                                       15