EX-31.1 6 file006.htm CERTIFICATION


                                                                    EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
                            -------------------------
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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         I, Karabet Simonyan, certify that:

         1.       I have reviewed this annual report on Form 10-K of Wireless
         Telecom Group, Inc.;

         2.       Based on my knowledge, this annual report does not contain any
         untrue statement of a material fact or omit to state 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 report;

         3.       Based on my knowledge, the financial statements, and other
         financial information included in this annual 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 report;

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

                  a) Designed such disclosure controls and procedures, or caused
         such disclosure controls and procedures to be designed under our
         supervision, 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 report is being prepared;

                  b) Evaluated the effectiveness of the registrant's disclosure
         controls and procedures and presented in this report our conclusions
         about the effectiveness of the disclosure controls and procedures, as
         of the end of the period covered by this report based on such
         evaluation; and

                  c) Disclosed in this report any change in the registrant's
         internal control over financial reporting that occurred during the
         registrant's most recent fiscal quarter (the registrant's fourth fiscal
         quarter in the case of an annual report) that has materially affected,
         or is reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and 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 report is being prepared;

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

                  a) All significant deficiencies and material weaknesses in the
         design or operation of internal control over financial reporting which
         are reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; 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 over financial reporting.



         Date: March 30, 2005
                                                    /s/ Karabet Simonyan
                                                    --------------------
                                                    Karabet Simonyan
                                                    Chief Executive Officer
                                                    Principal Executive Officer)