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                                  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 March 31, 2003

                         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 April 10, 2003, there were 5,222,080 shares of the registrant's Common
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 2002 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.

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<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.
                 FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 2003

                                      INDEX

PART I.   FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

          Consolidated Condensed Balance Sheet March 31,
          2003 (unaudited) and December 31,
          2002..............................................................  3

          Consolidated Condensed Statements of Operations
          for the three months ended March 31, 2003 and
          2002. (unaudited).................................................  4

          Consolidated Statements of Cash Flows for the three months
          ended  March 31, 2003 and 2002
          (unaudited).......................................................  5

          Notes to Consolidated Condensed Financial Statements..............  6

ITEM 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.............................................  9

ITEM 3.   Controls and Procedures........................................... 12

PART II. OTHER INFORMATION


ITEM 1.   Legal proceedings................................................. 12

ITEM 2.   Changes in Securities and Use of Proceeds......................... 12

ITEM 3.   Defaults upon Senior Securities................................... 12

ITEM 4.   Submission of Matters to a Vote of Security Holders............... 12

ITEM 5.   Other information................................................. 12

ITEM 6.   Exhibits and reports on Form 8-K.................................. 12



          Signatures........................................................ 14





                                        2
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

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

<TABLE><CAPTION>
                                  ASSETS                 December 31, 2002  March 31, 2003
                                                              --------         --------
                                                                             (unaudited)
<S>                                                           <C>              <C>
CURRENT ASSETS:
Cash and cash equivalents                                     $    985         $  1,232
Accounts receivable (net of allowance of
$536 and $594, respectively)                                     1,029              696
Inventories                                                      1,381            1,094
Prepaid expenses and other current assets                          154              222

Current portion- notes receivable                                  184              183
                                                              --------         --------
                  Total Current Assets                           3,733            3,427


PROPERTY AND EQUIPMENT - Net                                       772              746

NOTES RECEIVABLE - Net of Current Portion                          175              134

OTHER ASSETS                                                        90               64
                                                              --------         --------
TOTAL ASSETS                                                  $  4,770         $  4,371
                                                              ========         ========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt                             $     32         $     20
Bank overdraft                                                     207               54
Accounts payable                                                   405              583
Net liabilities on disposal of discontinued operations              58               58
Accrued payroll and related benefits                                92               88
Amounts due to officer                                             209              179
Other accrued expense                                              218              273
                                                              --------         --------
                  Total Current Liabilities                      1,221            1,255
                                                              --------         --------
LONG-TERM DEBT                                                       9                5
                                                              --------         --------
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, 5,222,080 issued                                       5                5
  Additional paid - in capital                                  11,331           11,331
  Accumulated deficit                                           (7,708)          (8,101)
  Treasury Stock at cost, 344,810 and 484,210 shares,
  respectively                                                     (88)            (124)
                                                              --------         --------
                  Total Stockholders' Equity                     3,540            3,111
                                                              --------         --------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $  4,770         $  4,371
                                                              ========         ========
</TABLE>

              The accompanying notes are an integral part of these
                  Consolidated condensed financial statements.

                                        3
<PAGE>

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


<TABLE><CAPTION>
                                                                          Three Months Ended
                                                                               March 31,
                                                                    -------------------------------
                                                                        2002                2003
                                                                    -----------         -----------
<S>                                                                 <C>                 <C>
NET SALES                                                           $     3,514         $     2,378
COST OF SALES                                                             2,038               1,359
                                                                    -----------         -----------
            Gross profit                                                  1,476               1,019

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                              1,833               1,409
INTEREST EXPENSE (INCOME), net                                                5                   1
                                                                    -----------         -----------

             (Loss) before income taxes                                    (362)               (391)

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

             Net (Loss)                                             ($      362)        ($      391)
                                                                    ===========         ===========

(Loss) per common share- Basic and Diluted                          $      (.07)        $      (.08)
                                                                    ===========         ===========

Basic and Diluted weighted average common shares outstanding          5,127,329           4,810,067
                                                                    ===========         ===========
</TABLE>
















              The accompanying notes are an integral part of these
                   Consolidated condensed financial statements

                                        4
<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE><CAPTION>
                                                             Three Months Ended March 31
                                                               2002               2003
                                                            ----------         ----------
<S>                                                         <C>                <C>
OPERATING ACTIVITIES:
Net (Loss)                                                  $     (362)        ($     391)
Adjustments to reconcile net (loss) to cash
       provided by operating activities-
          Depreciation and amortization                            122                136
          Provision for doubtful accounts                           82                 72

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

          Accounts receivable                                      700                260
          Inventories                                              306                287
          Prepaid expenses and other assets                        (95)               (42)
          Accounts payable and accrued expenses                    173                 46
                                                            ----------         ----------

Net cash provided by operating activities                          926                368
                                                            ----------         ----------

INVESTING ACTIVITIES:
Purchase of property and equipment                                  (7)              (110)
Principal payments on notes receivables                             43                 40
                                                            ----------         ----------
Net cash provided by (used in) investing activities                 36                (70)
                                                            ----------         ----------

FINANCING ACTIVITIES:
Net payments on borrowings                                      (1,129)               (15)
Repurchase of company stock                                         (5)               (36)
                                                            ----------         ----------
Net cash (used in) financing activities                         (1,134)               (51)
                                                            ----------         ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              (172)               247

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     648                985
                                                            ----------         ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                           476              1,232
                                                            ==========         ==========

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

             Income taxes net of refunds                    $        0         $        0
                                                            ==========         ==========
</TABLE>

              The accompanying notes are an integral part of these
                  Consolidated condensed financial statements

                                        5
<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

1. BASIS OF PRESENTATION

The consolidated condensed financial statements included herein have been
prepared by the management of Wireless Xcessories Group, Inc. ("Wireless
Xcessories" or the "Company") without 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 generally accepted accounting principles 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 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-K for the year ended December 31,
2002. The results of operations for the three months ended March 31, 2003 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. LOAN FACILITY

The Company entered into a Revolving Credit, Term Loan and Security Agreement,
dated January 6, 1997, (the "Loan Facility"), with IBJ Whitehall-Financial Group
(formerly known as IBJ Schroder Bank and Trust Company), as agent ("IBJ"). The
Loan Facility that expires on January 7, 2004 consisted of a Term Loan facility
(which was paid off in full effective in June 2001) and a Revolving credit
facility (the "Revolver Loan". Currently, the Company under the Revolver Loan
facility may borrow up to $5,000,000 (less an undrawn availability of $800,000
to be maintained at all times) to be advanced at the rate of 80% of eligible
accounts receivable and 40% of inventories. The Loan Facility is secured by a
pledge of the assets of the borrowers and a pledge of the outstanding capital
stock of the subsidiaries of the Company. The interest rate on borrowings under
the Loan Facility is equal to the sum of the alternate base rate (as defined)
plus .75% with respect to domestic rate loans or the sum of the Eurodollar rate
plus 2-1/2% with respect to Eurodollar rate loans. The Loan Facility contains
covenants that include maintenance of certain financial ratios, amounts of
earnings before interest, taxes and depreciation and amortization (EBITDA) as
defined, and net worth as well as other affirmative and negative covenants. As
of December 31, 2002 and March 31, 2003, the Company was not in compliance with
two and three of its covenants, respectively. The Company is still in the
process of negotiating a possible restructure of the existing credit facility to
better reflect the Company's reduced borrowing requirements. Management
anticipates that any restructuring of the existing credit facility would include
the receipt of a waiver of the non-compliance of the aforementioned covenants.
There was no debt outstanding under the credit facility as of either December
31, 2002 or March 31, 2003.

3. STOCK REPURCHASE PROGRAM

On January 11, 2001, the Board of Directors approved a stock buy back plan
whereby the Company will repurchase a total of up to 500,000 shares of common
stock at a total cost not to exceed $250,000 through July 20, 2001. The Company
has extended the buyback period to July 20, 2003. As of March 31, 2003, the
Company had repurchased 484,210 shares at an average approximate price of $.26
share, recorded at cost as Treasury Stock in the accompanying balance sheet as
at March 31,2003.

4. 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 March 31, 2003 and during the periods presented.

                                        6
<PAGE>

5. 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 Consolidated
Statement of Operations.

Options to purchase 277,152 and 340,652 shares were outstanding at March 31,
2003 and March 31, 2002, respectively, with exercise prices ranging $.28 to
$4.44. Because of losses incurred during both the three months ended March 31,
2003 and March 31, 2002, the impact of outstanding options were not considered
because the effect is anti-dilutive.

6. 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 Consolidated Financial Statements. The significant
accounting policies that we believe are most critical to aid in fully
understanding our reported financial results are the following:

Significant Estimates-- We have made a number of estimates and assumptions
related to the reporting of assets and liabilities in preparation of the
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, 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.

7. CONTINGENCY

The Company was notified in the fall of 2000 that certain of its products might
have infringed the patents of an original equipment manufacturer (OEM). We have
discontinued the sale of such products in question, and in early 2001 developed
alternative products to meet our customer's needs that we believe do not
infringe. Several other distributors have either settled or are in the process
of litigating similar claims with the OEM. We have outside counsel to assist us
in resolving all financial issues relating to our sales prior to the
discontinuance of alleged patent infringement. At this point, we are involved in
the information discovery phase with the OEM, which hopefully will lead to a
reasonable resolution of any and all outstanding issues. The amount of any
possible claim is unknown at this time and management cannot reasonably assess
our liability exposure. We believe that the possibility of an unfavorable
outcome will not have a material adverse effect on our financial position.

8. NEW ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 144, " Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS 144"). This statement addresses financial

                                       7
<PAGE>

accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes FASB Statement No.121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and the
accounting and reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". This statement also amends ARB No. 51, "Consolidated Financial
Statements", to eliminate the exception to consolidation for a subsidiary for
which control is likely to be temporary.

This statement requires that one accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or newly acquired.
This statement also broadens the presentation of discontinued operations to
include more disposal transactions. SFAS 144 is effective for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal years.
Adoption of SFAS 144 on January 1, 2002 did not have any impact on the Company's
financial position, cash flows or results of operations for the year ended
December 31, 2002.

In April 2002, the FASB issued SFAS No. 145, "Recission of FASB statements No.
4,44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections"
("SFAS 145"). The rescission of FASB No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" applies to us. FASB No. 4 required that gains and losses
from extinguishments of debt were included in the determination of net income be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. SFAS 145 is effective for our fiscal year beginning January
1, 2003. Effective January 1, 2003, pursuant to SFAS 145, the treatment of the
early extinguishments of debt will be included in "other expenses" in the
financial statements. Currently, the Company is assessing, but has not yet
determined, how the adoption of SFAS 144 will impact its financial position and
results of operations.

In June 2002, the FASB issued Statement No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities"("SFAS 146"). The standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with restructuring,
discontinued operation, plant closing, or other exit or disposal activity.
Previous accounting guidance provided by EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit on
Activity (Including Certain Costs Incurred in a Restructuring)" is replaced by
this statement. SFAS 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. Management does not anticipate
that the adoption of this statement will have a significant effect on the
Company's financial position or results of operations.

In December 2002, the FASB issued Statement No. 148 "Accounting for Stock-Based
Compensation- Transition and Disclosure, an amendment of FASB Statement No. 123,
Accounting for Stock-Based Compensation" ("SFAS 148"), to provide alternative
methods of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation. Finally, this
statement amends Accounting Principles Board ("APB") Opinion No. 28, "Interim
Financial Reporting", to require disclosure about those effects in interim
financial information. SFAS 148 is effective for financial statements for fiscal
years ending after December 15, 2002. The Company will continue to account for
stock-based employee compensation using the intrinsic value method of APB
Opinion No. 25, "Accounting for Stock Issued to Employees," but has adopted the
enhanced disclosure requirements of SFAS 148.

9. SUBSEQUENT EVENTS

The Company in late April 2003, in accordance with Board approval in June 2002,
issued 40,000 shares of the Company's Common Stock to its non-employee directors
for service on the Board and its various committees out of the Company's
Treasury Stock. This issuance included a total of 10,000 shares each to
Christopher McConnell, Christopher Cole, Bradley MacDonald and Alan Kalish.

                                       8
<PAGE>

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 operations data
expressed as a percentage of net sales for the respective periods:

                                                  Three Months Ended March 31
                                                      2002             2003
                                                    -------          -------

Net Sales                                             100.0%           100.0%
Cost of Sales                                          58.0             57.1
                                                    -------          -------

Gross Profit                                           42.0             42.9
Selling, General and administrative Expenses           52.2             59.3
Interest Expense, net                                   0.1              0.0
                                                    -------          -------
Net (Loss) before Income Tax                          (10.3)           (16.4)
Income Tax                                             (0.0)             0.0
                                                    -------          -------
Net (Loss)                                            (10.3)%          (16.4)%
                                                    =======          =======

Three Months Ended March 31, 2003 ("2003") Compared to Three Months ended March
31, 2002 ("2002").

Net sales decreased by $1.1 million or 32% from $3.5 million in 2002 to $2.4
million in 2003. Sales continued to be negatively effected by the reduced market
demand for new cellular phones and its resultant effect on after market
accessory sales. The sluggish overall economy and highly competitive market
conditions in our industry have had a continued negative effect on a major
portion of our dealer and distributor base who in turn have cut back on ordering
from prior year levels to keep inventories in balance. Additionally, the Company
has not been able to make up the loss of sales volume due to either bankruptcy
or assorted financial difficulties of several key high volume customers. The
above factors combined with the Company's decision to drop selected lower volume
marginally profitable accounts combined to more than offset additional sales
generated by newer lower volume accounts generated from our telemarketing
initiatives and enhanced new product offerings.

Gross profit decreased by $.5 million from $1.5 million in 2002 to $1.0 million
in 2003 but gross profit as a percentage of sales increased from 42.0% to 42.9
%. The improvement was due to increased pricing and reductions in packaging
services and incentives given to selected lower margin customers, favorable
margins on newer product mix, continued favorable vendor pricing and continued
reductions in freight costs to customers. These factors more than offset the
overall continuing industry trend toward significantly lower pricing per
accessory unit sold and related squeeze on margins.

Selling, general and administrative (SG&A) expenses decreased approximately
$424,000 from $1.8 million in 2002 to $1.4 million in 2003, or 23.0 %, and as a
percentage of sales, increased from 52.2% in 2002 to 59.3% in 2003. The
reduction in expense was a result of the Company's continuous cost cutting
program and emphasis on improved employee productivity. This resulted in major
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 expenses. In addition, the Company was able to reduce its
warehouse, packaging and shipping labor and related expense at approximately the
same level as our sales decline percentage for the quarter due to reduced
packaging services offered to lower margin customers, the effect of having an
increased percentage of our product offerings pre-packaged by our vendors at
lower cost, and a larger percentage of our product dropped shipped direct from
our vendors to our customers.

The increase in SG&A on a percentage basis was due to the Company being able to
achieve smaller percentage decreases in its more fixed expenses as such as
occupancy costs then the comparative sales percentage decline for the quarter.

                                       9
<PAGE>

In addition, there was an additional $35,000 increase in our bad debt provision
to cover the bankruptcy of a substantial customer late in the quarter.

Net interest expense decreased from $5,000 in 2002 to $1,000 in 2003 due
primarily to substantially decreased borrowings.

The Company's effective income tax rate in calculating a possible benefit based
on the loss for the quarter in 2003 would have been 38% or a total benefit of
$148,000 but 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 $1,607,000 at March 31, 2003 inclusive of the additional $148,000
added in this quarter. The income tax rate effective in both 2003 and 2002 is
the same 38%.

                        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 upgrades. The Company's primary
sources of financing during the twelve months ended March 31, 2003 were cash
flow from reductions in Accounts Receivable and Inventory, principal payments of
Notes Receivable related to the disposition of the discontinued operations
(Battery Network and Tauber) and bank borrowings.

The Company's working capital as of March 31, 2003 and 2002 were $2,172,000 and
$2,243,000, respectively. Net cash provided by operating activities for the
three months ended March 31, 2003 and 2002 were $368,000 and $926,000,
respectively. In 2003, the Company lost cash from operations of $183,000 from
its net loss of $391,000 as adjusted for non-cash items of depreciation and
amortization of $136,000 and a bad debt provision of $72,000. Cash provided from
changes in assets and liabilities of $551,000 resulted from net decreases in
accounts receivable of $260,000, inventory of $287,000 and an increase in
accounts payable and accrued expenses of $46,000 offset in part by an increase
in prepaid expense and other assets of $42,000. In 2002, The Company lost cash
from operations of $158,000 from its net loss of $362,000 as adjusted for
non-cash items of depreciation and amortization of $122,000 and a bad debt
provision of $82,000. Cash provided from changes in assets and liabilities
totaled $1,084,000 resulting from net decreases in accounts receivable of
$700,000, inventory of $306,000 and an increase in accounts payable and accrued
expenses of $173,000 offset in part by an increase in prepaid expense and other
assets of $95,000.

Net cash used in investing activities for the three months ended March 31, 2003
was $70,000 resulting from the purchase of property and equipment of $110,000
(Principally a new business system) offset in part by principal note payments
received of approximately $40,000 relating to the sale of the discontinued
operations. Net cash used in investing activities for the three months ended
March 31, 2002 was $36,000 resulting from the collection of note principal
payments of $43,000 relating to the sale of Battery Network offset, in part, by
the purchase of property and equipment of $7,000.

Cash used in financing activities for the three months ended March 31, 2003 was
$51,000 resulting from net reductions in capital leases of $15,000 and $36,000
for the repurchase of the Company's common stock. Cash used in financing
activities for the three months ended March 31, 2002 of $1,134,000 was
principally used for $1,115,000 net payments under the Revolver Loan, net
reductions in capital leases of $14,000 and $5,000 for the repurchase of the
Company's common stock. The Company had cash and cash equivalents of
approximately $1,232,000 on March 31,2003.

The Company entered into a Revolving Credit, Term Loan and Security Agreement,
dated January 6, 1997, (the "Loan Facility"), with IBJ Whitehall-Financial Group
(formerly known as IBJ Schroder Bank and Trust Company), as agent ("IBJ"). The
Loan Facility, which expires on January 7, 2004, consisted of a Term Loan
facility (which was paid off in full effective in June 2001) and a Revolving

                                       10
<PAGE>

credit facility (the "Revolver Loan". Currently, the Company under the Revolver
Loan facility may borrow up to $5,000,000 (less an undrawn availability of
$800,000 to be maintained at all times) to be advanced at the rate of 80% of
eligible accounts receivable and 40% of inventories. The Loan Facility is
secured by a pledge of the assets of the borrowers and a pledge of the
outstanding capital stock of the subsidiaries of the Company. The interest rate
on borrowings under the Loan Facility is equal to the sum of the alternate base
rate (as defined) plus .75% with respect to domestic rate loans or the sum of
the Eurodollar rate plus 2-1/2% with respect to Eurodollar rate loans. The Loan
Facility contains covenants that include maintenance of certain financial
ratios, amounts of earnings before interest, taxes and depreciation and
amortization (EBITDA) as defined, and net worth as well as other affirmative and
negative covenants. As of December 31, 2002 and March 31, 2003, the Company was
not in compliance with two and three of its covenants, respectively. The Company
is still in the process of negotiating a possible restructure of the existing
credit facility to better reflect our current reduced borrowing requirements.
Management anticipates that any restructuring of the existing credit facility
would include the receipt of a waiver of the non-compliance of the
aforementioned covenants.

There was no debt outstanding under the credit facility as of either December
31, 2002 or March 31, 2003.

The Company estimates that it will incur capital expenditures of approximately
$100,000 during the twelve months ended March 31, 2004, principally for business
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 March 31, 2004.

SEASONALITY AND INFLATION

Our quarterly operating results have fluctuated only to a limited extent in the
past. However, with the discontinuation of the Battery Segment, it is likely
that they will fluctuate significantly in the future with lower product revenues
in the first and second quarters as compared with the third and fourth quarters.
This fluctuation is due primarily to the lower demand for wireless accessories
during the winter and spring months and higher demand during the December
holiday season. Though, in the fiscal years ended December 31, 2001 and 2002,
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. In addition, our net sales
could be affected in the future by business acquisitions. The impact of
inflation on the Company's operations has not been significant to date. However,
a high rate of inflation in the future poses a risk to the Company and its
ability to sustain its operating results.

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 May 16, 2003 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.

                                       11
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.     Legal proceedings
-----------------------------
From time to time, the Company is involved in litigation relating to claims
arising out of its operation in the normal course of business. The Company is
not involved in any legal proceedings, which would, in management's opinion,
have a material adverse effect on the Company's business or results of
operations.

Item 2.     Changes in Securities and Use of Proceeds
-----------------------------------------------------
There have been no changes in securities during the quarter ended March 31,
2003.

Item 3.     Defaults Upon Senior Securities
-------------------------------------------
There have been no defaults by the Company on any Senior Securities during the
quarter ended March 31, 2003.

Item 4.     Submission of Matters to a vote of Security Holders
---------------------------------------------------------------
At the Annual Meeting of shareholders held on June 11, 2002, pursuant to the
Notice of Annual Meeting of Stockholders dated May 8, 2002, the following
actions were taken:

     1.  The Proposal to elect, Stephen Rade, Bradley T. McDonald, Allan Kalish
         and Christopher C. Cole and Christopher F. McConnell directors to hold
         office until the 2002 Annual Meeting of Stockholders and until their
         successors are elected and qualified was approved as follows: Stephen
         Rade, Allan Kalish, Christopher C. Cole and Christopher F. McConnell-
         (4,239,735 shares in Favor, 263,348 shares against; and no shares
         abstained) Bradley T. McDonald- (4,199,535 shares in favor, 303,348
         shares against; and no shares abstained)
     2.  The proposal to appoint BDO Seidman LLP as independent auditors for the
         Company for the fiscal year ending December 31, 2002 was approved
         (4,222,393 shares in favor: 62,700 shares against; and 217,790
     3.  Shares outstanding).

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

Item 5.     OTHER INFORMATION
-----------------------------
None


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------
            (a) Exhibits

                99-1 Statement under oath of principal executive officer.
                99-2 Statement under oath of principal financial officer.


            (b) Reports on Form 8-K

                None



                                       12
<PAGE>

                                   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: May 20, 2003                              Stephen Rade
                                                Chief Executive Officer

                                                By: /s/ Ronald E. Badke
                                                -----------------------------
Date: May 20, 2003                              Ronald E. Badke
                                                Chief Financial Officer




































                                       13
<PAGE>

                                                                    EXHIBIT 99.1
                                                                    ------------

                         WIRELESS XCESSORIES GROUP, INC
                         ------------------------------

               CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

I, Stephen Rade, Chief Executive Officer, certify that:

(1)  I have reviewed this quarterly report on form 10-Q of Wireless Xcessories
     Group, Inc. (the "registrant");

(2)  Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to sate a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

(3)  Based on my knowledge, the financial statements and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

(4)  The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls: and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

(6)  The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 20, 2003                                /s/ Stephen Rade
                                                  ----------------------------
                                                  Stephen Rade
                                                  Chief Executive Officer

                                       14
<PAGE>

                                                                    EXHIBIT 99.2
                                                                    ------------

                         WIRELESS XCESSORIES GROUP, INC
                         ------------------------------

               CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

I, Ronald E. Badke, Chief Financial Officer, certify that:

(1)  I have reviewed this quarterly report on form 10-Q of Wireless Xcessories
     Group, Inc. (the "registrant");

(2)  Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to sate a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

(3)  Based on my knowledge, the financial statements and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

(4)  The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls: and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

(6)  The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 20, 2003                                /s/ Ronald E. Badke
                                                  ---------------------------
                                                  Ronald E. Badke
                                                  Chief Financial Officer

                                       15