8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):          July 1, 2005

Wireless Telecom Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

001-11916				22-582295
(Commission File Number)				(IRS Employer Identification No.)
25 Eastmans Road Parsippany, New Jersey				07054
(Address of Principal Executive Offices)				(Zip Code)

(201) 261-8797

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This amendment on Form 8-K/A (this "Amendment") amends the Current Report on Form 8-K filed by Wireless Telecom Group, Inc., a New Jersey corporation ("WTT"), with the Securities and Exchange Commission on July 1, 2005 (the "Original Current Report"), to report, among other items, the completion of its acquisition of all of the outstanding share capital of Willtek Communications GmbH (the "Willtek Acquisition"). The Willtek Acquisition was effective as of July 1, 2005. As permitted under Item 9.01 and as indicated in the Original Current Report, this Amendment is being filed solely to amend Items 9.01(a) and (b) of the Original Current Report to provide the required historical and pro forma financial information which was not available at the time of filing of the Original Current Report.

Item 9.01.	Financial Statements and Exhibits.

	(a)	Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K are attached hereto as Exhibit 99.2 and are incorporated by reference in their entirety into this Item 9.01(a).

	(b)	Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K are attached hereto as Exhibit 99.3 and are incorporated by reference in their entirety into this Item 9.01(b).

	(c)	Exhibits.

Exhibit No.				Description
2.1*				Amended and Restated Stock Purchase Agreement, dated March 29, 2005, by and among Wireless Telecom Group, Inc., Investcorp Technology Ventures, L.P., Damany Holding GmbH and Willtek Communications GmbH.
10.1*				Amended and Restated Loan Agreement, dated March 29, 2005, by and among Investcorp Technology Ventures, L.P., Willtek Communications GmbH and Wireless Telecom Group, Inc.
10.2**				Shareholders' Agreement, dated as of July 1, 2005, among Wireless Telecom Group, Inc., Investcorp Technology Ventures, L.P. and Damany Holding GmbH.
10.3**				Indemnification Escrow Agreement, dated as of July 1, 2005, by and among Wireless Telecom Group, Inc., Investcorp Technology Ventures, L.P., Damany Holding GmbH and American Stock Transfer & Trust Company.
23.1				Consent of Ernst & Young AG Wirtschaftsprufungsgesellschaft.
99.1**				Press Release of Wireless Telecom Group, Inc., dated July 1, 2005.
99.2				Audited Consolidated Balance Sheets of Willtek Communications GmbH as of March 31, 2005 and 2004 and the related Consolidated Statements of Operations, Statements of Changes in Shareholders' Equity and Statements of Cash Flows for the two years in the period ended March 31, 2005.
99.3				Unaudited Pro Forma Condensed Consolidated Balance Sheet of Wireless Telecom Group, Inc. as of March 31, 2005 and the related Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2005 and for the Year Ended December 31, 2004.

*	Previously filed as an Exhibit to WTT's Current Report on Form 8-K, dated March 29, 2005, and incorporated herein by reference.

**	Previously filed as an Exhibit to the Original Current Report and incorporated herein by reference.

SIGNATURES

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

				WIRELESS TELECOM GROUP, INC.
Date:   September 9, 2005				By:				/s/ Paul Genova
								Paul Genova Interim Chief Executive Officer, President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.				Description
23.1				Consent of Ernst & Young AG Wirtschaftsprufungsgesellschaft.
99.2				Audited Consolidated Balance Sheets of Willtek Communications GmbH as of March 31, 2005 and 2004 and the related Consolidated Statements of Operations, Statements of Changes in Shareholders' Equity and Statements of Cash Flows for the two years in the period ended March 31, 2005.
99.3				Unaudited Pro Forma Condensed Consolidated Balance Sheet of Wireless Telecom Group, Inc. as of March 31, 2005 and the related Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2005 and for the Year Ended December 31, 2004.

EX-23.1

           Consent of Ernst & Young AG Wirtschaftsprufungsgesellschaft

We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 333-59856 and 333-04893) pertaining to the 2000 Stock Option Plan
and the 1995 Stock Option Plan of Wireless Telecom Group, Inc. of our report
dated June 17, 2005, with respect to the consolidated financial statements of
Willtek Communications GmbH included in Amendment No. 1 on Form 8-K/A to
Wireless Telecom Group, Inc.'s Current Report on Form 8-K dated July 1, 2005
filed with the Securities and Exchange Commission.

/s/ Ernst & Young AG

Ernst & Young AG Wirtschaftsprufungsgesellschaft

Munich, Germany
September 8, 2005

EX-99.2

                                                          ----------------------
                                                            WIRTSCHAFTSPRUFUNG
                                                          ----------------------







               REPORT OF INDEPENDENT AUDITORS

               WILLTEK COMMUNICATIONS GMBH
               ISMANING




               CONSOLIDATED FINANCIAL STATEMENTS
               (U.S. GAAP)
               FOR THE YEARS ENDED
               MARCH 31, 2005 AND 2004







- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


















                                      A-1







[ERNST & YOUNG LOGO OMITTED]

                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Shareholders of
Willtek Communications GmbH

We have audited the accompanying consolidated balance sheets of Willtek
Communications GmbH as of March 31, 2005 and 2004, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. We were not engaged to perform an audit of the
Company's internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Willtek
Communications GmbH at March 31, 2005 and 2004, and the consolidated results of
its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.

Ernst & Young AG
Wirtschaftsprufungsgesellschaft

Munich, Germany
June 17, 2005



                                      A-2




CONSOLIDATED BALANCE SHEETS
Willtek Communications GmbH
All Amounts in EURO

                                     ASSETS

                                                     MARCH 31,       MARCH 31,
                                                       2005            2004
CURRENT ASSETS:
  Cash and cash equivalents                           374,811       1,394,331
  Accounts receivable (net of allowance for
  doubtful accounts of EUR 76,922 in FY 2005,
  EUR 150,648 in FY 2004)                           3,843,042       2,952,418
  Inventories                                       1,782,895       2,513,084
  Prepaid expenses and other current assets         1,207,745         664,444
                                                   ----------      ----------
TOTAL CURRENT ASSETS                                7,208,493       7,524,277
                                                   ----------      ----------
NON CURRENT ASSETS:
Property, plant and equipment - net                   879,530       1,013,578

Intangible assets                                     372,656         127,513

Cash surrender value of pension insurance           1,060,547         995,872
Loan to shareholder                                    86,768          90,674
Other assets                                          168,892         129,138
                                                   ----------      ----------
TOTAL NON CURRENT ASSETS                            2,568,393       2,356,775
                                                   ----------      ----------
TOTAL ASSETS                                        9,776,886       9,881,052
                                                   ==========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Bank overdraft                                      200,333               0
  Accounts payable                                  2,370,037       1,357,507
  Accrued expenses and other current liabilities    1,638,640         849,998
  Accrued expenses employees                          703,888         616,932
  Payables to shareholders                            472,593         425,193
  Deferred tax liabilities                                  0           8,359
  Income taxes payable                                  3,887          12,990
  Deferred revenue                                     91,320         197,041
                                                   ----------      ----------
TOTAL CURRENT LIABILITIES                           5,480,698       3,468,020
                                                   ----------      ----------

LONG TERM LIABILITIES:
Provisions for pensions and similar obligations     2,272,646       2,605,718
Notes payables                                      1,030,552               0
Liabilities to shareholders                         4,037,623       3,757,275
                                                   ----------      ----------

SHAREHOLDERS' EQUITY:
  Subscribed capital                                  120,000         120,000
  Additional paid-in capital                       14,036,078      14,036,078
  Accumulated deficit                             -13,630,318     -10,688,162
  Accumulated other comprehensive loss               -455,231        -475,721
  Net loss for the period                          -3,115,162      -2,942,156
                                                   ----------      ----------
                                                   -3,044,633          50,039
                                                   ----------      ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          9,776,886       9,881,052
                                                   ==========      ==========

                             See accompanying notes

                                       A-3



CONSOLIDATED STATEMENTS OF OPERATIONS
WILLTEK COMMUNICATIONS GMBH
ALL AMOUNTS IN EURO


                                                       FOR THE YEAR ENDED
                                                MARCH 31, 2005   MARCH 31, 2004

Net revenue                                        21,289,827      21,833,830
Cost of sales                                       9,158,035      10,457,318
                                                   ----------      ----------
Gross Profit                                       12,131,792      11,376,512
                                                   ==========      ==========
Operating Expenses
  Selling expenses                                  7,595,137       6,299,363
  General and administrative expenses               2,425,004       2,418,623
  Research and development                          4,875,366       4,854,539
  Impairment of goodwill                                    0         668,653
                                                   ----------      ----------
Total Operating Expenses                           14,895,507      14,241,178
                                                   ----------      ----------

  Other income                                         49,970         615,934
  Other expenses                                      136,703         577,884

  Interest income                                      16,886           5,080
  Interest expenses                                   304,214         254,731

LOSS BEFORE INCOME TAXES                           -3,137,776      -3,076,267

Provision (benefit) for income taxes                  -22,614        -134,111
                                                   ----------      ----------
NET LOSS                                           -3,115,162      -2,942,156
                                                   ==========      ==========




                             See accompanying notes

                                       A-4



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
WILLTEK COMMUNICATIONS GMBH
ALL AMOUNTS IN EURO

<TABLE>

                                                                              Accumulated
                                                                 Additional   Other
                                                    Subscribed   Paid-in      Comprehensive    Retained                Comprehensive
                                                    Capital      Capital      Loss             Earnings       Total    Loss

                                                    --------------------------------------------------------------------------------

AS AT MARCH 31, 2003                                 120,000     14,054,404     -308,409     -10,688,162    3,177,833
                                                    =================================================================
Merger with Willtek Communications Holding GmbH            0        -18,326            0               0

Foreign currency translation adjustment                    0              0     -167,312               0                  -167,312

Net loss                                                   0              0            0      -2,942,156                -2,942,156

                                                                                                                         ---------
Total comprehensive loss                                                                                                -3,109,468
                                                                                                                         =========
                                                    -----------------------------------------------------------------
AS AT MARCH 31, 2004                                 120,000     14,036,078     -475,721     -13,630,318       50,039
                                                    =================================================================

Foreign currency translation adjustment                                           20,490                                    20,490

Net loss                                                                                      -3,115,162                -3,115,162

                                                                                                                         ---------
Total comprehensive loss                                                                                                -3,094,672
                                                                                                                         =========
                                                    -----------------------------------------------------------------
AS AT MARCH 31, 2005                                 120,000     14,036,078     -455,231     -16,745,480   -3,044,633
                                                    =================================================================
</TABLE>





                             See accompanying notes


                                       A-5



CONSOLIDATED STATEMENTS OF CASH FLOWS
WILLTEK COMMUNICATIONS GMBH
ALL AMOUNTS IN EURO


                                                       FOR THE YEAR ENDED
                                                MARCH 31, 2005   MARCH 31, 2004
CASH FLOW FROM OPERATING ACTIVITIES:

  Net loss                                        -3,115,162      -2,942,156
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation                                    460,102         480,219
     Amortization of purchased intangibles            52,517         148,096
     Impairment of goodwill                                0         668,653
     Accrued interest                                280,348         235,103
     Deferred taxes                                   -8,359           1,596
     Provision for doubtful accounts                  60,350          28,706
     Provision for inventory reserve                 144,171        -688,166
     Provision for pension and similar
      obligations                                   -333,072         332,596
     Provision for warranty reserves                  15,372        -117,102
  Changes in operating assets and liabilities,
   net of effect from acquisitions:
     Accounts receivable                            -950,974         621,529
     Inventories                                     586,018       1,978,904
     Prepaids expenses and other current assets     -137,742         392,823
     Accounts payable, accrued expenses and
      other liabilities                            1,920,156      -1,042,681
     Cash surrender value                            -64,675         -60,526
     Other assets                                   -445,313        -418,230
     Deferred revenue                               -105,721          21,408
     Income taxes payable                             -9,103        -119,991

  Net cash used in operating activities           -1,651,087        -479,219

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                -360,912        -532,093
  Purchase of intangible assets                     -304,095               0
  Proceeds from disposals of property, plant
   and equipment                                      23,908          79,490

  Net cash used in investing activities             -641,099        -452,603

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Proceeds from repayment of notes receivables
   from officer loan                                   3,906           9,326
  Increase in notes payables from third party      1,030,552               0
  Increase in liabilities to shareholders                  0       1,219,284
  Increase from bank overdraft                       200,333               0

  Net cash provided by financing activities        1,234,791       1,228,610

EFFECT OF EXCHANGE RATES ON CASH                      37,875         -36,983

Net decrease in cash                              -1,019,520         259,805

Cash and cash equivalents, beginning of period     1,394,331       1,134,526

Cash and cash equivalents, end of period             374,811       1,394,331

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

        Interest paid                                 18,440             835
        Taxes paid                                     7,726               0



                             See accompanying notes

                                       A-6




SCHEDULE OF LONG-LIVED ASSETS FOR FINANCIAL YEAR 2004/2005

<TABLE>

                                      Apr. 1,    Currency             Cost                     Mar. 31,       Apr. 1,
                                         2004      change        Additions     Disposals           2005          2004
                                          EUR         EUR              EUR           EUR            EUR           EUR
                                   ----------------------------------------------------------------------------------

1. INTANGIBLE ASSETS

a. Licence                                  0           0          304,095             0        304,095             0
b. Finite lived intangible assets     434,006     -24,526                0             0        409,480       306,493
                                   ----------------------------------------------------------------------------------
                                      434,006     -24,526          304,095             0        713,575       306,493

2. PROPERTY, PLANT AND EQUIPMENT

a. Land and buildings                 213,116           0           40,354             0        253,470       172,071
b. Plant and equipment              1,842,703     -26,367          174,000        35,430      1,954,906     1,356,351
c. Other plant and equipment        1,908,622      -3,545          129,575             0      2,034,652     1,422,441
d. Assets under construction                0           0           16,983         8,619          8,634             0
                                   ----------------------------------------------------------------------------------
                                    3,964,441     -29,912          360,912        44,049      4,251,392     2,950,863
                                   ==================================================================================
                                    4,398,447     -54,438          665,009        44,049      4,964,967     3,257,356




                                     Currency   Additions        Disposals Mar. 31, 2005  Mar. 31, 2005 Mar. 31, 2004
                                       change      change        Additions     Disposals           2005          2004
                                          EUR         EUR              EUR           EUR            EUR           EUR
                                   ----------------------------------------------------------------------------------

1. INTANGIBLE ASSETS

a. Licence                                  0      20,525                0        20,525        283,570             0
b. Finite lived intangible assets     -18,091      31,992                0       320,394         89,086       127,513
                                   ----------------------------------------------------------------------------------
                                      -18,091      52,517                0       340,919        372,656       127,513

2. PROPERTY, PLANT AND EQUIPMENT

a. Land and buildings                       0      13,046                0       185,117         68,353        41,045
b. Plant and equipment                -18,008     226,372           20,141     1,544,574        410,332       486,352
c. Other plant and equipment             -954     220,684                0     1,642,171        392,481       486,181
d. Assets under construction                0           0                0             0          8,634             0
                                   ----------------------------------------------------------------------------------
                                      -18,962     460,102           20,141     3,371,862        879,530     1,013,578
                                   ==================================================================================
                                      -37,053     512,619           20,141     3,712,781      1,252,186     1,141,091
</TABLE>


                             See accompanying notes


                                       A-7






NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2004/2005
- --------------------------------------------------------------------------------

WILLTEK COMMUNICATIONS GMBH, ISMANING/ GERMANY


1.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


THE COMPANY:

Willtek and subsidiaries (the Company), develops and markets a wide variety of
equipment that measures the quality of radio frequencies (RF), applied in two
markets: The product group Terminal Test includes instruments used to test
wireless devices ("terminals") in development, production or repair. The product
group Air Interface includes field instruments used to test wireless network
performance, cell site coverage and base stations, as well as all other
applications ("general purpose") requiring RF spectrum analysis. These products
are sold worldwide to hand set manufacturers, technical service companies and
other customers through the Company's own sales force and distributors.

The consolidated financial statements as of March 31, 2005 include the accounts
of Willtek Communications GmbH (parent company) and its wholly-owned
subsidiaries, Willtek Communications Ltd. (United Kingdom), Willtek
Communications SARL (France), and Willtek Communications Inc. (USA).

On October 5, 2004, Wireless Telecom Group, Inc., announced that it entered into
a definitive agreement to acquire all of Willtek's subscribed capital.

This agreement has been amended on March 29, 2005. Closing of this share
purchase will require approval of Wireless Telecom Group's shareholders.
Wireless Telecom Group expects to close the transaction by no later than July 1,
2005.

At the closing of the acquisition, Wireless Telecom Group will enter into a
shareholders' agreement with Willtek's two shareholders, Investcorp Technology
Ventures L.P. and Damany Holding GmbH.

The shareholders' agreement will provide that, upon the closing of the
acquisition, Wireless Telecom Group's board of directors will consist of seven
directors, five of which will be existing directors of Wireless Telecom Group
and two of which will be designated by Investcorp.















                                       A-8





GOING CONCERN

During the fiscal year 2005, the Company financed its operations through a
combination of its existing cash balances and securing a loan.

The Company's ability to continue funding its operations depends upon its
success in realizing the expected cost reductions that result from a recently
introduced cost savings plan, and upon achieving the expected revenues and
related gross margins. In addition our major shareholder has committed to
finance our operations through the earlier of the closing of the planned
acquisition by Wireless Telecom Group or March 31, 2006. If the planned
acquisition is closed on July 1, 2005; then Wireless Telecom Group will provide
financial support at least through March 31, 2006.



SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES:


BASIS OF CONSOLIDATION

The accompanying consolidated statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States
("U.S.-GAAP"). The assets, liabilities and results of operations of the above
mentioned companies in which the Company has controlling interest have been
consolidated. All significant intercompany balances have been eliminated.



FOREIGN CURRENCY TRANSLATION

The Company's financial statements are prepared in euros. The functional
currency of each of the Company's subsidiaries is the local currency in which
each subsidiary is located. Assets and liabilities denominated in foreign
currencies are translated at rates of exchange in effect at the balance sheet
date. Revenues and expenses are translated at average rates of exchange in
effect during the year. Differences arising from translation are recorded to
"Accumulated other comprehensive income (loss)". Transactions in foreign
currencies are translated at the exchange rate in effect at the date of each
transaction. Differences in exchange rates during the period between the date a
transaction denominated in a foreign currency is consummated and the date on
which it is either settled or translated for inclusion in the consolidated
balance sheet are recognized in the statement of income and are included in
"other income (expenses), net" for that period. The foreign currency exchange
gain (loss) recognized in the Statement of Operations was KEUR (136) and KEUR
(130) for the years ended March 31, 2005 and 2004, respectively.












                                       A-9




The exchange rates used to translate the assets and liabilities were as of the
last business day of the year for the years ended March 31, 2005 and 2004 for
the U.S. dollar and Great Britain pound. The rates used to translate the assets
and liabilities in the balance sheets, and the average rates used to translate
the Statements of operations were as follows:

<TABLE>


Currency rate, Balance Sheet

                                                        Mar. 31, 2005         Mar. 31, 2004
                                                       -------------------------------------

  USD / EUR                                                    1.2992                1.2258
  GBP / EUR                                                    0.6904                0.6684

  Currency rate, Statement of Operations
                                                            2004/2005             2003/2004
                                                       -------------------------------------
  USD / EUR                                                    1.2679                1.1813
  GBP / EUR                                                    0.6863                0.6947
</TABLE>


USE OF ESTIMATES

In preparing financial statements in accordance with accounting principles
generally accepted in the United States of America, management makes certain
estimates and assumptions, where applicable, that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. While actual results could
differ from those estimates, management does not expect such variances, if any,
to have a material effect on the financial statements.


CASH AND CASH EQUIVALENTS

All short-term liquid financial assets with an original term of three months or
less at the date of purchase, are classified as cash and cash equivalents. Cash
and cash equivalents consist of bank balances and cash on hand.



FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of certain of the Company's financial instruments,
including cash and cash equivalents, accounts receivable, accounts payable,
accrued compensation and other accrued liabilities, approximate fair value
because of their short maturities. Fair value of long-term debt is based on
discounted cash flow analyses using interest rates at which similar loans would
be made to borrowers with similar credit ratings.










                                      A-10



INVENTORIES

Inventories are stated at the lower of cost (on a first-in, first-out basis) or
market. The Company evaluates ending inventories for estimated excess quantities
and obsolescence. This evaluation includes analyses of sales levels by product
and projections of future demand within specific time horizons, generally twelve
and 24 months. Inventories in excess of future demand are written down. In
addition, the Company assesses the impact of changing technology on its
inventory-on-hand and writes-off inventories that are considered obsolete.



PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS (OTHER THAN GOODWILL)

Property, plant and equipment is stated at cost and is depreciated on a
straight-line basis over its estimated useful live. The estimated useful life is
3 years for computer hardware, 5 to 10 years for machinery, office equipment and
other machinery, and up to 25 years for buildings. Leasehold improvements are
amortized over the estimated useful lives of the assets or the related lease
term, whichever is shorter.

The historical cost of assets that are either sold or scrapped is eliminated
after deduction of accumulated depreciation. Gains and losses on the sale of
fixed assets are shown as "Other income or "other expenses respectively.
Maintenance and repairs are expensed when incurred.

Intangible assets consist of proprietary technology which is amortized over a
two year period which approximates the marketable life of the technology and
customer related intangible assets, which are amortized on an accelerated basis
over a twenty year period.

In the current financial year, the Company signed a licence agreement with
Qualcomm Incorporated, San Diego/USA, which allows Willtek to use certain
technologies during the next ten years. The total costs for the licence
agreement has been capitalized in the financial year and will amortized over the
period of the agreement.



IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The Company assesses the recoverability of the long-lived assets
by comparing the estimated undiscounted cash flow associated with the related
asset or group of assets against their respective carrying amounts. An
impairment loss is measured as the amount by which the carrying amount exceeds
its fair value, which is typically calculated using discounted expected future
cash flows. As of March 31, 2005 and 2004, the Company believes that no such
impairment exists.







                                      A-11




GOODWILL

Goodwill represents the excess of acquisition costs over the estimated fair
value of net assets acquired in a business combination.

The Company performs goodwill impairment tests annually during the fourth
quarter of the fiscal year, and more frequently if an event or circumstance
indicates that an impairment loss has occurred. Circumstances that could trigger
an impairment test include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business climate
or legal factors; an adverse action or assessment by a regulator; unanticipated
competition; loss of key personnel; the likelihood that a reporting unit or
significant portion of a reporting unit will be sold or otherwise disposed of;
results of testing for recoverability of a significant asset group within a
reporting unit; and recognition of a goodwill impairment loss in the financial
statements of a subsidiary that is a component of a reporting unit.

The Company performs the impairment tests at the reporting unit level. The tests
are performed by determining the fair values of the reporting units using a
discounted future cash flow model and comparing those fair values to the
carrying values of the reporting units, including goodwill. If the fair value of
a reporting unit is less than its carrying value, the Company then allocates the
fair value of the unit to all the assets and liabilities of that unit as if the
reporting unit's fair value was the purchase price to acquire the reporting unit
over the amounts assigned to its assets and liabilities is the implied fair
value of the goodwill. If the carrying amount of the reporting unit's goodwill
exceeds the implied fair value of that goodwill, an impairment loss is
recognized in an amount equal to that excess.

Significant judgments and assumptions are required in the forecast of future
operating results used in the preparation of the estimated future cash flows,
including profit margins, long-term forecasts of the amounts and timing of
overall market growth and the Company's percentage of that market, grouping of
assets, discount rates and terminal growth rates.



CONCENTRATIONS OF CREDIT AND OTHER RISKS

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash, cash equivalents and trade receivables.
The Company places its cash and cash equivalents with high credit-quality
financial institutions. The Company has not experienced any losses on its
deposits of cash and cash equivalents.

The Company performs ongoing credit evaluations of its customers' financial
condition and maintains an allowance for doubtful accounts based upon the
expected collectibilty of all accounts receivables. The Company does not require
any collateral from its customers.

The Company is not able to predict changes in the financial stability of
customers. Any material change in the financial status of any one or a group of
customers could have a material effect on the Company's results of operations
and financial condition. Although such losses have been within management's
expectations to date, there can be no assurance that such allowances will
continue to be adequate.








                                      A-12




At March 31, 2005 and 2004, one customer accounted for 20.5% and 24.1% of the
Company's gross accounts receivable, respectively.

For the year ended March 31, 2005, one customer (Acterna Group) accounted for
12% of total sales. For the year ended March 31, 2004, one customer (Acterna
Group) accounted for 30% of total sales.



RESEARCH AND DEVELOPMENT

Research and development costs are expensed in the period in which they are
incurred and are included in operating expenses.



SHIPPING AND HANDLING COSTS

Shipping and handling costs are recorded as cost of sales. Amounts that the
Company can bill to customers are recorded as revenues.



INCOME TAXES

The Company utilizes SFAS 109, "Accounting for Income Taxes" which requires use
of the asset and liability approach of providing for income taxes. This
statement requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the differences between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.



REVENUE RECOGNITION

Revenue from product sales, net of trade discounts and allowances, is recognized
once delivery has occurred provided that persuasive evidence of an arrangement
exists, the price is fixed or determinable, and collectibilty is reasonably
assured. Delivery is considered to have occurred when risk of loss have
transferred to the customer.

The Company also generates revenue from services. Revenue from service is
recognized after the service is performed, and all other criteria for revenue
recognition have been met, or is recognized ratably over the life of the
corresponding service periods.















                                      A-13








WARRANTY


Customers typically receive a warranty of twelve months for delivered products.
Warranty costs are accounted for in accordance with SFAS No. 5, "Accounting for
Contingencies". A provision for estimated warranty costs is recorded based on
product shipments.


ALLOWANCES FOR DOUBTFUL ACCOUNTS

The Company performs ongoing credit evaluation of its customers' financial
condition. The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability or unwillingness of its customers to make
required payments. The Company evaluates the collectability of its accounts
receivable based on a combination of factors. In cases where the Company is
aware of circumstances that may impair a specific customer's ability to meet its
financial obligations to the Company, the Company records a specific allowance
against the amounts due to the Company, and thereby reduces the net recognized
receivable to the amount the Company reasonably believes will be collected. For
all other customers, the Company recognizes allowances for doubtful accounts
based on the length of time the receivables are past due, industry and
geographic concentrations, the current business environment and the Company's
historical experience. The Company records its bad debt expenses as selling and
administrative expenses.


ADVERTISING COSTS

Advertising costs are expensed as incurred. Advertising expenses amounted to
KEUR 467 and KEUR 513 for the years ended March 31, 2005 and 2004, respectively.



COMPREHENSIVE INCOME

The Company's accumulated other comprehensive income consists of changes in
foreign currency translation adjustments.


                                      A-14





2.   RECENT ACCOUNTING PRONOUNCEMENTS:

In November 2004, the FASB issued FAS 151: Inventory Costs, an amendment of ARB
No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43, Chapter 4,
"Inventory Pricing," to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and spoilage. FAS 151 requires all
abnormal amounts of idle facility expense, freight, handling costs, and spoilage
for inventory costs incurred during fiscal years beginning after June 15, 2005
be recognized as current-period charges. This standard had no impact on the
Company's financial statements, since the Company had no abnormal amounts of
idle facility expense, freight, handling costs or spoilage.

At the June 2005 meeting, the Emerging Issues Task Force ("EITF") reached a
consensus that benefits provided under a Type II Altersteilzeit ("ATZ")
arrangement should be accounted for as a termination benefit under FASB
Statement No. 112, Employer's Accounting for Postemployment Benefits
(EITF 05-5). The consensus is effective for plans within its scope in the first
fiscal year that begins after December 15, 2005. Recognition of the cost of the
benefits begins at the time individual employees enroll in the ATZ arrangements.
An ATZ program is an early retirement program supported by the German government
that typically has three components:

1) The arrangement provides for a participant to work full-time for half of the
ATZ period, and not work for the remaining half of the ATZ period. The employee
receives 50 percent of his/her salary during the entire ATZ period. This salary
is recognized over the period the employee works.

2) Employees receive an annual bonus during the ATZ period and

3) The employer makes additional contributions into the German government
pension scheme for the employee during the ATZ period.

The German government provides a subsidy to an employer for the bonuses paid to
the employee and for the additional contributions made to the pension scheme on
behalf of the employee. An employer must hire replacement employees to receive
the subsidy. The Task Force reached a consensus that subsidies received under
the ATZ arrangements should be accounted for when the employer meets the
criteria necessary to receive the subsidy.

The Company currently begins recognition of the cost of ATZ benefits at the time
the employee enrolls in the ATZ. Additionally, the Company does not qualify for
the government subsidies and therefore, does not record any entries related to
the aforementioned subsidies. As a result, the Company anticipates no impact on
its financial statements as a result of EITF 05-5.



                                      A-15







3.   CERTAIN BALANCE SHEET COMPONENTS:



INVENTORIES CONSIST OF:



                                             March 31, 2005    March 31, 2004
                                                        EUR               EUR
                                             --------------    --------------
Raw materials                                       589,964         1,215,068
Work in process                                     976,251           980,349
Finished goods and merchandise                      216,680           317,667
                                             --------------    --------------
                                                  1,782,895         2,513,084
                                             ==============    ==============



PREPAID EXPENSES AND OTHER CURRENT ASSETS:

Other assets consist primarily of demo inventory which is recorded at cost and
depreciated over a two year period.




FIXED ASSETS:

Refer to the Schedule of long lived assets.


GOODWILL AND INTANGIBLES ASSETS:

In connection with the sale of the Company by Acterna in May 2002, a US
Subsidiary, Willtek Communications Inc. was founded in which certain assets and
liabilities from the Acterna Indianapolis Business Unit were purchased for a
consideration of USD 2,500,000. The allocation of the purchase price to the
assets and liabilities resulted in the recognition of intangible assets and
goodwill. All intangible assets and goodwill result from the acquisition of
Willtek Communications Inc. by the Company.

As of March 31, 2004 goodwill, prior to the impairment discussed below amounted
to EUR 668,653. The Company's impairment test as of March 31, 2004, resulted in
the impairment of the full value of the goodwill (EUR 668,653) as a result from
lower market valuations and reduced estimates of investments in mobile phone
testing equipment in the future.


                                      A-16






The intangible assets were as follows:



                                             March 31, 2005    March 31, 2004
                                                        EUR               EUR
                                             --------------    --------------
Third party license                                 304,095                 0
Customer relationship                               207,807           220,266
Proprietary technology                              201,673           213,740
                                             --------------    --------------
                                                    713,575           434,006
Accumulated amortization                           -340,919          -306,493
                                             --------------    --------------
                                                    372,656           127,513
                                             ==============    ==============



Third party license is amortized on a straight-line basis over a ten years
period (carrying value at March 31, 2005: 283,570 EUR).

Customer related intangible assets are amortized on an accelerated basis over a
twenty year period. As of March 31, 2005, the carrying value of customer related
intangibles was 89,086 EUR.

Proprietary technology is amortized on a straight-line basis over a two year
period, which approximates the marketable life of the technology (carrying value
at March 31, 2005: 0 EUR).



The amortization expense for the succeeding five years is estimated as follows:


 March 31, 2006            EUR 49,830

 March 31, 2007            EUR 45,559

 March 31, 2008            EUR 42,227

 March 31, 2009            EUR 39,629

 March 31, 2010            EUR 37,601



PRODUCT WARRANTIES:

In general, the Company offers a one-year warranty for its products. The Company
provides reserves for the estimated costs of product warranties at the time
revenue is recognized. The Company estimates the costs of its warranty
obligations based on its historical experience of known products failure rates,
use of materials to repair or replace defective products and service delivery
costs incurred in correcting product failures. In addition, from time to time,
specific warranty accruals may be made if unforeseen technical problems arise
with specific products. The Company periodically assesses the adequacy of its
recorded warranty liabilities and adjusts the amounts as necessary.



                                      A-17






The following table presents the changes in the Company's warranty reserve
during FY 2005 and FY 2004:


<TABLE>


                            March 31, 2004   Utilization    Provision    March 31, 2005
                                       EUR           EUR          EUR               EUR
                            -----------------------------------------------------------

Warranty provisions                120,016        45,039      -15,372            59,605
                            ===========================================================
</TABLE>


<TABLE>


                            March 31, 2003   Utilization    Provision    March 31, 2004
                                       EUR           EUR          EUR               EUR
                            -----------------------------------------------------------

Warranty provisions                110,190       107,276      117,102          120,016
                            ==========================================================
</TABLE>


RESTRUCTURING:

In order to improve the efficiency of the Company, various measures were
implemented in FY 2005. This restructuring was started in FY 2005 and is not
completed at the balance sheet date. Accruals for restructuring are not shown
separately, but are included in the "Accrued expenses and other current
liabilities".

Amount accrued relates to unused office spaces at the Ismaning/ Germany -
location and Indianapolis/ USA. The total expense the Company expects to incur
as a result of the unused office space is EUR 379,172 and is not shown
separately but within the general and administrative expenses.

The following table summarizes the cost and activities:



                                               Rental costs

                                                        EUR

Restructuring balance at April 1, 2004                    0

Restructuring costs for Germany                     255,502

Restructuring costs for USA                         123,670
                                                    -------

Restructuring reserve at March 31, 2005             379,172
                                                    =======



BANK OVERDRAFT:

The Company has bank overdraft protection on one of its accounts. The Company's
overdraft limit is EUR 1,100,000 and EUR 600,000 as March 31, 2005 and 2004
respectively. The Company has an outstanding payable of EUR 200,333 and zero as
of March 31, 2005 and 2004 respectively. All advances under the overdraft are
secured by an employer's pension liability insurance policy. Interest of 7.75%
is due and payable on a monthly basis. The balance of the overdraft is due and
payable until further notice.


                                      A-18







NOTES PAYABLES:

The Company received in FY 2005 a specified loan in the total amount of EUR
1,570,000 with term until June 30, 2014. As of March 31, 2005, the loan amounted
to EUR 1,030,552. Until June 30, 2008, the loan is interest free. Interest rate
after the interest free period is 4%. The repayment of the loan will occur in
twelve half yearly rates; with begin as of December 30, 2008 and end at June 30,
2014.

The loan is a specified loan and can only be used for the fulfillment of a
defined Research and Development Project. Further the project has to be
developed in Bavaria/Germany and utilized until April 30, 2008 in Germany. The
loan can only be used for expenses which occur in the time from February 1, 2004
to July 31, 2005.



ACCRUED PENSION LIABILITIES:

The Company maintains a non-contributory, defined benefit pension plan covering
former employees. Provisions to the pension accruals were made in accordance
with SFAS No. 87 "Employers' Accounting for Pensions" as supplemented by SFAS
No. 132 "Employers' Disclosures about Pensions and Other Postretirement
Benefits, an amendment of FASB Statement No. 87, 88 and 106". The Company
purchased life insurance to cover the actual net present value of the pension
obligations. The cash surrender value of these insurance policies amounted to
KEUR 1,061 and KEUR 996 as of March 31, 2005 and 2004. The amounts are
independent of the defined benefit plan and do not constitute assets of the
plan. The accrued pension liability as of March 31, 2005 and 2004 was calculated
in April 2005 and March 2004, respectively.

The funded status of the defined benefit plans were as follows:

<TABLE>


Change in projected benefit obligation (PBO):               2004/2005            2003/2004
                                                                 KEUR                 KEUR
                                                        ----------------------------------

PBO at beginning of financial year                              1,436                1,303
Service cost                                                       30                   52
Interest cost                                                      78                   75
Actuarial (gain) and loss                                          49                   20
Pension payments                                                   21                   14
                                                                -----                -----
PBO at end of financial year                                    1,572                1,436
                                                                =====                =====
</TABLE>

<TABLE>


Change in plan asset:                                       2004/2005            2003/2004
                                                                 KEUR                 KEUR
                                                        ----------------------------------

Plan asset at beginning of financial year                         340                  344
Expected return                                                    20                   21
                                                                  ---                  ---
Expected value at end of period                                   360                  365
Market value at end of period                                     295                  340
                                                                  ---                  ---
Actuarial loss/(gain)                                              65                   25
                                                                  ===                  ===
</TABLE>



                                      A-19








<TABLE>


Reconciliation of funded status as of:                 March 31, 2005       March 31, 2004
                                                                 KEUR                 KEUR
                                                        ----------------------------------

PBO end of period                                               1,572                1,436
Plan asset end of period                                          295                  340
                                                                -----                -----
FUNDED STATUS                                                   1,277                1,096
Unrecognized actuarial (gain)/loss                               (147)                (275)
                                                                -----                -----
ACCRUED PENSION COST                                            1,424                1,371
                                                                =====                =====
</TABLE>


<TABLE>


Balance-sheet reconciliation:                          March 31, 2005       March 31, 2004
                                                                 KEUR                 KEUR
                                                        ----------------------------------

Accrued pensions cost beginning of period                       1,371                1,299
Net periodic pension cost                                          74                   85
Expected benefit payments                                         (21)                 (13)
                                                                -----                -----
Accrued pension cost end of period                              1,424                1,371
                                                                =====                =====
</TABLE>



<TABLE>


Components of net periodic pension costs for:               2004/2005            2003/2004
                                                                 KEUR                 KEUR
                                                        ----------------------------------

Service cost                                                       30                   52
Interest cost                                                      78                   75
Expected return on plan asset                                      20                   21
Amortization of (gains)/losses                                    (14)                 (21)
                                                                  ---                  ---
Net periodic pension cost                                          74                   85
                                                                  ===                  ===
</TABLE>


The following averages were used to calculate pension commitments:

<TABLE>


Weighted average assumptions:                               2004/2005            2003/2004
                                                        ----------------------------------

Discount rate                                                  4.75%               5.75%
Rate of compensation increase                                   1.5%                1.5%


</TABLE>



Estimated future payments:


<TABLE>


     2005/2006:      2006/2007:       2007/2008:        2008/2009:         2009/2010:        2010/2014:

      KEUR 44         KEUR 44          KEUR 44           KEUR 47            KEUR 53           KEUR 240
</TABLE>




                                      A-20






SHAREHOLDERS' EQUITY:

The parent company is a limited company. The subscribed capital of EUR 120,000
has been paid in and has not changed in the period March 31, 2002 to March 31,
2005.

Shareholders' resolutions are passed with a simple majority of votes cast,
unless statutory law or the Articles of Association specify any other majority.
Each EUR 50 of a share grants one vote.

The additional paid-in capital increased in the financial year 2002/2003 from
EUR 8,789,899 in 2001/2002 to EUR 14,054,404 based on two shareholders'
resolutions dated May 22, 2002 and March 27, 2003.

With the resolution dated May 22, 2002 the sole shareholder, Willtek
Communications Holding GmbH resolved to contribute to the additional paid in
capital an amount of EUR 2,689,500. The shareholder made such contribution in
the form of repayment of a loan between Acterna LLC and Willtek Communications
Inc. according to the Master Purchase Agreement dated April 30, 2002.

A voluntary contribution in the amount of EUR 2,575,005 to the additional
paid-in capital was made by Investcorp Technology Ventures L.P. (Investcorp). In
order to fulfill this commitment Investcorp waived its claim for repayment of
the loan which was originally granted by Acterna LLC to Willtek Communications
GmbH and transferred to Investcorp in connection with the change of ownership.

The additional paid-in capital decreased in the financial year 2003/2004 from
EUR 14,054,404 to EUR 14,036,078 in connection with a down stream merger. The
shareholder Willtek Communications Holding GmbH was merged into the Parent
Company. In exchange for the extinction of their shares in Willtek
Communications Holding GmbH, its shareholders received the shares Willtek
Communications Holding GmbH held in the Company.

The additional paid-in capital has not changed in the period March 31, 2004 to
March 31, 2005.

The Company has not paid dividends in the years ended March 31, 2005 and 2004.

As of March 31, 2005 and 2004, the shareholders of the parent company were
Investcorp Technology Ventures, L.P., Grand Cayman, Cayman Islands (80,908%) and
Damany Holding GmbH, Ismaning, Germany (19,092%).




                                      A-21





INCOME TAXES:

Components of the provision for income taxes are as follows:

                                               March 31, 2005     March 31, 2004
                                                          EUR                EUR
                                               --------------     --------------

CURRENT TAXES
Germany                                                    0             -71,846
Foreign                                              -14,255             -63,861

DEFERRED TAXES
Foreign                                               -8,359               1,596
                                               ---------------    --------------
PROVISION (BENEFIT) FOR INCOME TAXES                 -22,614            -134,111

The following table shows the reconciliation from expected income tax based on
the domestic federal statutory income tax rate of 37.34% for 2004 and 2005 to
the actual tax expense/benefit recorded in the consolidated financial
statements.

                                               March 31, 2005     March 31, 2004
                                                          EUR                EUR
                                               --------------     --------------
Loss before income taxes                            3,137,776          3,076,267
Expected benefit at statutory rate                 -1,171,646         -1,148,678
Non deductible expenses                                64,903             32,209
Change in valuation allowance on
  deferred tax asset                                1,119,301          1,133,395
Tax effect related to prior years                     -21,698           -136,460
Local tax rate differences                            -13,204            -14,577
                                               ---------------    --------------
PROVISION (BENEFIT) FOR INCOME TAXES                  -22,614           -134,111


Deferred tax assets and liabilities are summarized as follows:

                                               March 31, 2005     March 31, 2004
                                                          EUR                EUR
                                               --------------     --------------
SHORT TERM DEFERRED TAX ASSETS
Intangibles and goodwill                              285,084            404,592
Restructuring accrual                                 218,392                  0
Equipment                                              95,838             49,658
Deferred revenue                                       24,363             63,740
Other                                                  59,286             45,072
TOTAL SHORT TERM TAX ASSETS                    ---------------    --------------
                                                      682,963            563,062



                                      A-22




                                               March 31, 2005     March 31, 2004
                                                          EUR                EUR
                                               --------------     --------------
LONG TERM DEFERRED TAX ASSETS
Pension accrual                                       206,645            193,582
Early retirement accrual                               69,310            282,816
Long services accrual                                  15,597             18,999
Tax loss carry forwards                             4,616,606          3,413,361
                                               --------------     --------------
TOTAL LONG TERM DEFERRED TAX ASSETS                 4,908,158          3,908,758

VALUATION ALLOWANCE                                -5,591,121         -4,471,820

SHORT TERM DEFERRED TAX LIABILITIES
Fixed assets                                                0              8,359
                                               --------------     --------------
TOTAL SHORT TERM DEFERRED TAX LIABILITIES                   0              8,359
                                               --------------     --------------
TOTAL DEFERRED TAX LIABILITY                                0              8,359
                                               --------------     --------------
DEFERRED TAX LIABILITY NET                                  0              8,359
                                               ==============     ==============

A valuation allowance for all deferred tax assets has been recorded, as the
realization of deferred tax assets is considered uncertain.

In evaluating the ability to recover deferred tax assets, the Company considers
all available positive and negative evidence including but not limited to past
operating results, the existence of cumulative losses in the most recent fiscal
years, forecasts of future taxable income and existing deferred tax liabilities.
The tax loss carry forwards, the expiration and origin of the tax loss carry
forwards as of March 31, 2005, are presented below:

                                                           Year of expiration of
Country of Origin                Amount in KEUR              loss carry forwards

Germany (Trade tax on income)            11,553                             none
Germany (Corporate tax)                  11,722                             none
United States                               652                        2024/2025










                                      A-23








4.   OPERATIONAL INFORMATION AND EXPORT SALES:


SALES:

The Company's operations are in a single industry segment and involve the
manufacture and servicing of various types of electronic test equipment. The
Company's assets are located in Germany and in the countries where its
subsidiaries are located, specifically the United Kingdom, France and the USA.

In addition to its in-house sales staff, the Company uses various distributors
and manufacturers representatives to sell its products. For the years ended
March 31, 2005 and 2004, one distributor (Acterna Group) accounted for 12% and
(Acterna Group) accounted for 30% of total sales respectively.

The geographical distribution of sales was as follows:

                                    EMEA   Americas  Asia/Pacific  Consolidated
                                     EUR        EUR           EUR           EUR
                            ---------------------------------------------------
Revenues from third parties   13,815,696  4,720,431     2,753,700    21,289,827
 (Prior year)                (13,484,998)(4,268,910)   (4,079,922)  (21,833,830)


PURCHASES:

One third party supplier (Zollner Elektronik GmbH) accounted for more than 39%
of the Company's total inventory purchases for FY 2005 and 30% for FY 2004.


CONTINGENT LIABILITIES AND LITIGATION:

The Company may be subject to litigation from time to time in the in the
ordinary course of business. As March 31, 2005, the Company's management and its
legal advisors are not aware of any claims which could have a material adverse
effect on the business, net assets, financial position or results of the
Company.















                                      A-24








LEASES AND OTHER FINANCIAL COMMITMENTS:

The Company has entered into lease and rental agreements for the offices located
in Ismaning (Germany), Chessington (United Kingdom), Roissy (France),
Indianapolis (USA), Singapore and Shanghai (People's Republic of China). Based
on the actual lease agreements, bank overdraft and notes payables, the financial
obligations for the years following the balance sheet date are (prior year was
KEUR 5,925):

Year ending March 31,                                                       KEUR
                                                                        --------
2006                                                                       1,516
2007                                                                       1,270
2008                                                                       1,235
2009                                                                         945
2010 and thereafter                                                          945
                                                                        --------
                                                                           5,911
                                                                        ========


The rental expenses for the years ended March 31, 2005 and 2004 amounted to KEUR
1,147 and KEUR 1,057 respectively.




















                                      A-25







5. RELATED PARTY TRANSACTIONS:

The Company extended a loan to its CEO, Cyrille Damany, in the year ended March
31, 2003, amounting to EUR 100,000 as of March 31, 2003. In the year ended March
31, 2004, an amount of EUR 9,326 has been paid back; ending value as of March
31, 2004 was EUR 90,674. In the year ended March 31, 2005, an amount of EUR
3,906 has been paid back; ending value as of March 31, 2005 was EUR 86,768.
Conditions: interest rate 8% p.a., term until March 31, 2006. All interests have
been paid.

In the year ended March 31, 2005, the shareholder Investcorp Technology Ventures
L.P. charged EUR 59,552 for management fees. Management fees charged by
Investcorp in financial year 2004 were EUR 127,356. Those amounts are shown as
payables to shareholders.

The liabilities to shareholders as of March 31, 2005 include a loan granted by
the shareholder Investcorp Technology Ventures L.P. amounting to EUR 3,500,000
(as of March 31, 2004: EUR 3,500,000), plus EUR 537,623 accrued interest (as of
March 31, 2004: EUR 257,275). Conditions are: interest rate of 8% p.a.; interest
cost are accrued by the company; repayment of principal and accrued interest
upon termination, term until March 01, 2008.



6. SUBSEQUENT EVENTS (UNAUDITED):

Wireless Telecom Group, Inc. (WTT) announced that its shareholders voted to
approve the acquisition of all of the outstanding share capital of Willtek
Communications GmbH and the issuance of 8,000,000 shares of Wireless Telecom
Group, Inc. common stock to Willtek's shareholders in the acquisition at the
shareholders meeting held on June 24, 2005. The transaction is currently
expected to close on July 1, 2005.
















                                      A-26

EX-99.3

                          WIRELESS TELECOM GROUP, INC.
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


     The following unaudited pro forma condensed consolidated financial
statements give effect to the acquisition of Willtek. The acquisition was
accounted for under the purchase method of accounting in accordance with
Statement of Financial Accounting Standard (SFAS) No. 141, "Business
Combinations" (SFAS 141). Under the purchase method of accounting, the total
estimated purchase price, calculated as described in Note 1 to these unaudited
pro forma condensed consolidated financial statements, is allocated to the net
tangible and intangible assets of the Willtek business acquired, based on their
fair values as of the completion of the acquisition. Independent valuation
specialists are currently conducting an independent valuation in order to assist
our management in determining the fair values of a significant portion of these
assets. The preliminary work performed by the independent valuation specialists
has been considered in management's estimates of the fair values reflected in
these unaudited pro forma condensed consolidated financial statements. A final
determination of these fair values will include management's consideration of a
final valuation prepared by the independent valuation specialists. This final
valuation will be based on the actual net tangible and intangible assets of the
Willtek business that exist as of the date of completion of the acquisition.

     The unaudited pro forma condensed consolidated balance sheet as of March
31, 2005 gives effect to the acquisition as if it occurred on March 31, 2005.
Our consolidated balance sheet information was derived from our unaudited
consolidated balance sheet as of March 31, 2005, which was filed in our Form
10-Q on May 13, 2005. Willtek's balance sheet information was derived from its
audited consolidated balance sheet as of March 31, 2005 included elsewhere in
this Form 8-K/A. The unaudited pro forma condensed consolidated statement of
operations for the three months ended March 31, 2005 is presented as if the
acquisition was consummated on January 1, 2004 and combines our audited
historical results for the three months ended March 31, 2005, filed in our Form
10-Q on May 13, 2005, with Willtek's unaudited results for the quarter ended
March 31, 2005. The unaudited pro forma condensed consolidated statement of
operations for the year ended December 31, 2004 is also presented as if the
acquisition was consummated on January 1, 2004 and, due to the different fiscal
period ends for our company and Willtek, combines our historical results for the
year ended December 31, 2004, which were derived from our audited consolidated
financial statements for the year ended December 31, 2004, and Willtek's
historical results for the twelve months ended December 31, 2004, which were
derived from its unaudited consolidated statement of operations for the three
month period ended March 31, 2004, and from its unaudited consolidated statement
of operations for the nine months ended December 31, 2004.


     The unaudited pro forma condensed consolidated financial statements have
been prepared by our management for illustrative purposes only and are not
necessarily indicative of the condensed consolidated financial position or
results of operations in future periods or the results that actually would have
been realized had our company and Willtek been a combined company during the
specified period. The pro forma adjustments are based on the information
available at the time of the preparation of the unaudited pro forma condensed
consolidated financial statements. The unaudited pro forma condensed
consolidated financial statements, including the notes thereto, are qualified in
their entirety by reference to, and should be read in conjunction with, our
historical consolidated financial statements filed as part of our Annual Report
on Form 10-K for the year ended Decembere 31, 2004; our unaudited historical
consolidated financial statements filed as part of our Quarterly Report on Form
10-Q for the quarter ended March 31, 2005; Willtek's historical consolidated
financial statements for its fiscal year ended March 31, 2005, included as
Exhibit 99.2 of this Form 8-K/A; and our Original Current Report, previously
filed on July 1, 2005.

     Further, the unaudited pro forma condensed consolidated financial
statements do not include any adjustments for liabilities resulting from
integration planning, as our management is in the process of making these
assessments and estimates of these costs are not currently known. However,
liabilities ultimately may be recorded for severance or relocation costs related
to employees of Willtek, costs of vacating certain leased facilities of Willtek
and/or other costs associated with exiting activities of Willtek that would
affect amounts in the pro forma

                                       B-1


condensed consolidated financial statements. In addition, we may incur
significant restructuring charges upon completion of the acquisition or in
subsequent quarters for severance or relocation costs related to our employees.

     There are no intercompany balances or transactions between our company and
Willtek. Certain reclassifications have been made to conform the historical
amounts of Willtek to our company's presentation.

     These unaudited pro forma condensed consolidated financial statements have
been prepared based on preliminary estimates of fair values. They do not include
liabilities resulting from integration planning which are not presently
estimable as discussed above. Amounts preliminarily allocated to intangible
assets with definite lives may increase significantly, which could result in a
material increase in amortization of intangible assets. Therefore, the actual
amounts recorded as of the completion of the acquisition may differ materially
from the information presented in these unaudited pro forma condensed
consolidated financial statements. In addition to the receipt of the final
valuation, the impact of ongoing integration activities could cause material
differences in the information presented.

     For purposes of the accompanying unaudited pro forma condensed combined
financial statements, amounts denominated in euros in Willtek's financial
statements have been converted into United States dollars using the March 31,
2005 exchange rate for purposes of the balance sheet and the average exchange
rates applicable to the three months ended March 31, 2005, and the twelve months
ended December 31, 2004, for purposes of the statements of operations. The table
below shows the average U.S. dollar/ euro exchange rate for the periods shown,
based on the interbank market exchange rate expressed in U.S. dollars per one
euro.

                   EXCHANGE RATE               AVERAGE EXCHANGE RATE
                   -------------     ----------------------------------------
                                      THREE MONTHS ENDED  TWELVE MONTHS ENDED
                   MARCH 31, 2005       MARCH 31, 2005     DECEMBER 31, 2004
                   --------------       --------------    -------------------
Currency.........   U.S. dollar           U.S. dollar         U.S. dollar
One euro.........      1.2916               1.3124              1.2478


                                      B-2


                          WIRELESS TELECOM GROUP, INC.
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2005
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>

                                                            HISTORICAL
                                                    ---------------------------        PRO FORMA           PRO FORMA
                                                       WTT             WILLTEK      ADJUSTMENTS(1)       CONSOLIDATED
                                                    ----------       ----------     --------------       ------------

ASSETS
Current assets:
Cash and cash equivalents ....................      $   14,998       $      484                           $   15,482
Accounts receivable ..........................           4,192            4,964                                9,156
Inventories ..................................           6,781            2,303                                9,084
Current portion of deferred tax assets .......             198                0                                  198
Prepaid and other current assets .............             325            1,560                                1,885
                                                    ----------       ----------       ----------          ----------
Total current assets .........................          26,494            9,311                               35,805
Property, plant and equipment, net ...........           5,957            1,137                                7,094
Goodwill .....................................           1,351             --             18,994 (d)          20,345
Intangible assets, net .......................            --                482           14,018 (d)          14,500
Deferred Tax benefit .........................             887             --                                    887
Other assets .................................           1,042            1,700           (1,000) (c)          1,742
                                                    ----------       ----------       ----------          ----------
Total assets .................................      $   35,731       $   12,630       $   32,012          $   80,373
                                                    ==========       ==========       ==========          ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses ........           2,451            6,087            1,000 (c)          9,538
Other current liabilities ....................              44              992                                1,036
                                                    ----------       ----------       ----------          ----------
Total current liabilities ....................           2,495            7,079            1,000              10,574
Pension liability ............................            --              2,936             (190)(i)           2,746
Long term debt ...............................           3,034                                                 3,034
                                                                                           5,031 (j)
Other long term liabilities ..................             153            6,547              719 (f)          12,450
                                                    ----------       ----------       ----------          ----------
Total liabilities ............................           5,682           16,562            6,560              28,804
                                                    ----------       ----------       ----------          ----------
Common stock .................................             205              155               80 (a)             285
                                                                                            (155)(b)
Additional paid in capital ...................          14,110           18,129          (18,129)(b)          35,550
                                                                                          21,440 (a)
Retained earnings/(deficit) ..................          23,435          (22,216)          22,216 (b)          23,435
Treasury stock ...............................          (7,701)            --                                 (7,701)
                                                    ----------       ----------       ----------          ----------
Total shareholders' equity/(deficit) .........          30,049           (3,932)          25,452              51,569
                                                    ----------       ----------       ----------          ----------
Total liabilities and shareholders' equity....      $   35,731       $   12,630       $   32,012          $   80,373
                                                    ==========       ==========       ==========          ==========
</TABLE>


(1) The letters refer to descriptions of the adjustments in Note 2.

             See accompanying notes to Wireless Telecom Group Inc's.
        unaudited pro forma condensed consolidated financial statements.


                                      B-3


                          WIRELESS TELECOM GROUP, INC.
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>

                                                                 HISTORICAL
                                                      ------------------------------       PRO FORMA            PRO FORMA
                                                           WTT           WILLTEK (1)     ADJUSTMENTS (2)       CONSOLIDATED
                                                      ------------      ------------     ---------------      -------------

Revenue .........................................     $      6,048      $      7,460                           $     13,508

Cost of goods sold ..............................            2,770             3,172               164 (e)            6,106
                                                      ------------      ------------      ------------         ------------
Gross margin ....................................            3,278             4,288              (164)               7,402

Operating expenses:
Sales & Marketing ...............................              789             2,854                                  3,643
Research & Development ..........................              525             1,631                                  2,156
General & Administrative ........................              741             1,096               328 (e)            2,083
                                                                                                   (82)(g)
Impairment of goodwill ..........................                0                 0                                      0
                                                      ------------      ------------      ------------         ------------
Total operating expenses ........................            2,055             5,581               246                7,882

Operating Income (Loss) .........................            1,223            (1,293)             (410)                (480)

Interest/other income (expense) .................               48              (207)                                  (159)
                                                      ------------      ------------      ------------         ------------
Income (Loss) before provision for income taxes .            1,271            (1,500)             (410)                (639)

Provision for income taxes ......................             (200)               40               153 (k)               (7)
                                                      ------------      ------------      ------------         ------------
Net Income (Loss) ...............................     $      1,071      $     (1,460)     $       (257)        $       (646)
                                                      ============      ============      ============         ============

Net income (loss) per share:
   Basic ........................................     $       0.06               n/a(3)                        $      (0.03)
   Diluted ......................................     $       0.06               n/a(3)                        $      (0.03)

Weighted average common shares outstanding:
   Basic ........................................       17,461,923               n/a(3)      8,000,000           25,461,923
   Diluted ......................................       17,645,243               n/a(3)      8,000,000           25,645,243
</TABLE>


(1)  Derived from Willtek's audited consolidated statement of operations for
     the three months ended March 31, 2005.

(2)  The letters refer to descriptions of the adjustments in Note 2.

(3)  Willtek is organized under German law as a Gesellschaft mit
     beschrankter Haftung ("GmbH")--or a private limited liability company. The
     outstanding share capital of Willtek consists of shares in the aggregate
     nominal amount of (euro)120,000. Prior to the acquisition of Willtek by our
     company, one share in the nominal amount of (euro)35,890 and one share in
     the nominal amount of (euro)61,200 were held by Investcorp (representing
     80.9% of the outstanding share capital of Willtek), and one share in the
     nominal amount of (euro)22,910 was held by Damany Holding (representing
     19.1% of the outstanding share capital of Willtek). Accordingly, no
     historical per share information is presented for Willtek.

             See accompanying notes to Wireless Telecom Group Inc's.
        unaudited pro forma condensed consolidated financial statements.

                                      B-4


                          WIRELESS TELECOM GROUP, INC.
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2004
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>

                                                                  HISTORICAL
                                                         ----------------------------      PRO FORMA          PRO FORMA
                                                              WTT         WILLTEK (1)    ADJUSTMENTS (2)     CONSOLIDATED
                                                         ------------    ------------    ---------------     ------------

Revenue ...........................................      $     22,105    $     25,435                         $     47,540

Cost of goods sold ................................            10,322          11,399               656 (e)         22,377
                                                         ------------    ------------      ------------       ------------
Gross margin ......................................            11,783          14,036              (656)            25,163

Operating expenses:
Sales & Marketing .................................             3,310           8,826                               12,136
Research & Development ............................             1,946           5,700                                7,646
General & Administrative ..........................             4,206           2,489             1,312 (e)          7,687
                                                                                                   (329)(g)
Impairment of goodwill ............................                 0             787                                  787
                                                         ------------    ------------      ------------       ------------
Total operating expenses ..........................             9,462          17,802               983             28,247

Operating Income (Loss) ...........................             2,321          (3,766)           (1,639)            (3,084)

Interest/other income (expense) ...................               299            (351)                                 (52)
                                                         ------------    ------------      ------------       ------------
Income (Loss) before provision for income taxes ...             2,620          (4,117)           (1,639)            (3,136)

Provision for income taxes ........................              (289)            (37)              611 (k)            285
                                                         ------------    ------------      ------------       ------------
Net Income (Loss) .................................      $      2,331    $     (4,154)     $     (1,028)      $     (2,851)
                                                         ============    ============      ============       ============

Net income (loss) per share:
   Basic ..........................................      $       0.14             n/a(3)                      $      (0.11)
   Diluted ........................................      $       0.13             n/a(3)                      $      (0.11)

Weighted average common shares outstanding:
   Basic ..........................................        17,192,728             n/a(3)      8,000,000         25,192,728
   Diluted ........................................        17,578,185             n/a(3)      8,000,000         25,578,185
</TABLE>

(1)  Derived from Willtek's unaudited consolidated statement of operations for
     the three months ended March 31, 2004.

(2)  The letters refer to descriptions of the adjustments in Note 2.

(3)  Willtek is organized under German law as a Gesellschaft mit
     beschrankter Haftung ("GmbH")--or a private limited liability company. The
     outstanding share capital of Willtek consists of shares in the aggregate
     nominal amount of (euro)120,000. Prior to the acquisition of Willtek by our
     company, one share in the nominal amount of (euro)35,890 and one share in
     the nominal amount of (euro)61,200 were held by Investcorp (representing
     80.9% of the outstanding share capital of Willtek), and one share in the
     nominal amount of (euro)22,910 was held by Damany Holding (representing
     19.1% of the outstanding share capital of Willtek). Accordingly, no
     historical per share information is presented for Willtek.


             See accompanying notes to Wireless Telecom Group Inc's.
        unaudited pro forma condensed consolidated financial statements.

                                      B-5


               NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

     On March 29, 2005, we entered into an amended and restated stock purchase
agreement pursuant to which we agreed to acquire all of the outstanding share
capital of Willtek. The transaction closed on July 1, 2005 in the third calendar
quarter of 2005; Willtek is based in Ismaning, Germany.

     Pursuant to the amended stock purchase agreement, we agreed to issue an
aggregate of 8,000,000 shares of our common stock in exchange for 100% of
Willtek's share capital.

     The estimated value of the aggregate purchase price to acquire Willtek is
calculated to be $21,520,000, using a per share price of $2.69 for our common
stock, which is the average of the closing market prices of our common stock for
a period beginning three days prior to and ending three days after July 1, 2005,
the date the transaction was publicly announced. Estimated direct transaction
expenses of $2.0 million have been included as a part of the total purchase
cost.

     The cost to acquire Willtek will be allocated to the assets acquired and
liabilities assumed according to their respective fair values, with the excess
purchase price being allocated to goodwill. The fair value of the acquired
assets and liabilities will be based upon an independent valuation.

     The preliminary estimated total purchase cost of Willtek is as follows (in
thousands):

Value of securities issued..........................      $21,520
Estimated transaction costs and expenses............        2,000
                                                          -------
                                                          $23,520
                                                          -------

     Under the purchase method of accounting, the total estimated purchase price
as shown in the table above is allocated to the net tangible and intangible
assets of Willtek based on their estimated fair values as of the date of the
completion of the acquisition. Based on information currently available, and
subject to potentially material changes upon receipt of a valuation after
completion of the acquisition and other factors as described in the introduction
to these unaudited pro forma condensed consolidated financial statements, the
preliminary estimated purchase price is allocated as follows (in thousands):

<TABLE>

                                                                                USEFUL LIFE IN       ANNUAL
                                                                   AMOUNT            YEARS        AMORTIZATION
                                                                   ------            -----        ------------

Current assets acquired.......................................         $9,311         --
Other tangible assets acquired................................          2,837         --
Current liabilities assumed...................................         (7,079)        --
Other liabilities assumed.....................................        (10,012)        --
Intangible assets acquired:
   Customer relationships.....................................          6,100         5                  $1,220
   Developed technology, including patents....................          5,800         7                     829
   Trade name and trademarks..................................          2,600         --
Deferred taxes applicable to purchase accounting adjustment...         (5,031)        --
Goodwill......................................................         18,994         --
                                                                    ---------    ---------            ---------
Total preliminary purchase price allocation...................        $23,520                            $2,049
                                                                    =========    =========            =========
</TABLE>

                                      B-6


               NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (CONTINUED)

     Of the total estimated purchase price, a preliminary estimated amount of
approximately $19.2 million has been allocated to goodwill. Goodwill represents
the excess of the purchase price of an acquired business over the fair value of
the underlying net tangible and intangible assets. In accordance with SFAS No.
142, "Goodwill and Other Intangible Assets," goodwill resulting from business
combinations completed subsequent to June 30, 2001 will not be amortized but
instead will be tested for impairment at least annually (more frequently if
certain indicators are present). In the event that our management determines
that the value of goodwill has become impaired, we will incur an accounting
charge for the amount of impairment during the fiscal quarter in which the
determination is made.

2.   PRO FORMA ADJUSTMENTS

     Pro forma adjustments are necessary to reflect the estimated purchase
price, to adjust amounts related to the net tangible and intangible assets of
Willtek to a preliminary estimate of their fair values and to reflect the
amortization expense related to the estimated amortizable intangible assets.

     There are no intercompany balances or transactions between our company and
Willtek. Certain reclassifications have been made to conform the historical
amounts of Willtek to our company's presentation.

     The unaudited pro forma condensed consolidated financial statements do not
include any adjustments for liabilities resulting from integration planning, as
our management is in the process of making these assessments, and estimates of
these costs are not currently known. However, liabilities ultimately may be
recorded for severance or relocation costs related to the employees of Willtek,
costs of vacating certain leased facilities of Willtek, or other costs
associated with exiting activities of Willtek that would affect amounts in the
pro forma financial statements. In addition, we may incur significant
restructuring charges upon completion of the acquisition or in subsequent
quarters for severance or relocation costs related to our employees and other
costs associated with exiting activities of our company. When recorded, these
costs will be charged to operations.

     The pro forma adjustments included in the unaudited pro forma condensed
consolidated financial statements are as follows:

(a)  Adjustment to record purchase price of 8,000,000 shares of common stock,
     par value $0.01 per share, at $2.69;

(b)  Adjustment to eliminate the historical shareholders' equity of Willtek;

(c)  Adjustment to re-class transaction costs incurred through March 31, 2005
     and record liability for estimated remaining transaction costs;

(d)  Adjustment to reflect preliminary estimated value of customer
     relationships, developed technology and trademarks and tradenames acquired
     less elimination of Willtek's historical intangibles, and to reflect the
     preliminary estimate of the fair value of goodwill;

(e)  Adjustment to reflect preliminary estimated amortization of acquired
     intangible assets with finite lives (excluding trade name, trademarks and
     goodwill) less Willtek's historical amortization expense of $20 and $81 for
     the quarter ended March 31, 2005 and the year ended December 31, 2004,
     respectively;

(f)  Adjustment to record estimated fair value of unfavorable lease obligation
     applicable to Willtek's Ismaning, Germany facility. The lease terminates on
     December 31, 2008;

                                      B-7



(g)  Adjustment to reflect preliminary estimated amortization of liability for
     unfavorable Willtek lease obligation included in preliminary purchase price
     allocation;

(h)  Pro forma basic and diluted net earnings per share are based on the
     weighted average number of shares of our common stock outstanding and the
     issuance of 8,000,000 shares of our common stock for the acquisition of
     Willtek;

(i)  Adjustment to record the estimated funded status of Willtek's defined
     benefit plan;

(j)  Adjustment to record net deferred tax liability applicable to purchase
     accounting adjustments, including recognition of acquired intangible
     assets, at 37.3% (Willtek's estimated combined statutory tax rate);

(k)  Adjustment to record net deferred tax benefit applicable to amortization of
     acquired intangible assets and unfavorable lease obligation, at 37.3%
     (Willtek's estimated combined statutory tax rate);


                                      B-8