8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):    February 16, 2017

Wireless Telecom Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

001-11916	22-2582295
(Commission File Number)	(IRS Employer Identification No.)

25 Eastmans Road Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

(973) 386-9696

(Registrant’s Telephone Number, Including Area Code)

(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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

On February 21, 2017, Wireless Telecom Group, Inc. (“the Company”) filed a current report on Form 8-K (the “Original 8-K”) reporting that on February 16, 2017 the Company entered into a credit facility and on February 17, 2017, the Company completed its acquisition of CommAgility Limited (“CommAgility”). This Form 8-K/A amends the Original Form 8-K to include the historical audited financial statement of CommAgility and the unaudited pro forma condensed combined financial statements required by Items 9.01(a) and 9.01 (b) of Form 8-K that were excluded from the Original Form 8-K in reliance on the instructions to those items. All other items in the Original Form 8-K remain the same.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The audited financial statements of CommAgility for the periods ended September 30, 2016 and 2015 are filed herewith as Exhibit 99.2. Such financial statements of CommAgility were prepared in accordance with United Kingdom Generally Accepted Accounting Practices.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information and balance sheet of the Company and CommAgility for the year ended December 31, 2016 are filed herewith as Exhibit 99.3

Exhibit No.	Description
10.1	Share Purchase Agreement, dated February 17, 2017 (previously filed).
99.2	Audited financial statements of CommAgility Limited for the periods ending September 30, 2016 and 2015.
99.3	Unaudited pro forma condensed combined financial information of the Company and CommAgility Limited for the year ended December 31, 2016.

2

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:  April 28, 2017	By:	/s/ Timothy Whelan
		Timothy Whelan Chief Executive Officer and Director

3

EXHIBIT INDEX

Exhibit No.	Description
99.2	Audited financial statements of CommAgility Limited for the periods ending September 30, 2016 and 2015.
99.3	Unaudited pro forma condensed combined financial information of the Company and CommAgility Limited for the year ended December 31, 2016.

4

EX-99.2

Exhibit 99.2

Registered number: 05914025

COMMAGILITY LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

COMMAGILITY LIMITED

COMPANY INFORMATION

Directors	Mr E De Salis Young
	Mr M Hollingshead
	Dr P A Moakes
	Mr S Pack
Company secretary	Dr P A Moakes
Registered number	05914025
Registered office	Charnwood Building Holywell Park
	Ashby Road
	Loughborough
	Leicestershire
	LE11 3AQ
Independent auditors	PKF Cooper Parry Group Limited
	Chartered Accountants
	Sky View
	Argosy Road
	East Midlands Airport
	Castle Donington
	Derby
	DE74 2SA

COMMAGILITY LIMITED

CONTENTS

	Page
Independent Auditors’ Report	1 - 2
Profit and Loss Account	3
Balance Sheet	4
Notes to the Financial Statements	5 -14

COMMAGILITY LIMITED

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of Commagility Limited

We have audited the accompanying financial statements of Commagility Limited which comprise the balance sheet as of 30 September 2016 and the related profit and loss account, and notes to the financial statements for the year then ended.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of financial statements in accordance with the Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in UK and Republic of Ireland’ and the Companies Act 2006 (together “United Kingdom Generally Accepted Accounting Practices”); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design 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. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion on financial statements

In our opinion, the financial statements referred to above:

· give a true and fair view of the state of the Company’s affairs as at 30 September 2016 and of its profit for the year then ended; and

· have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, except for non presentation of a Directors’ Report and comparative figures, which are not required by the US Securities and Exchange Commission.

Emphasis of matter

We draw attention to Note 14, which reconciles the results for the period from United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 the accounting standard applicable in UK and Ireland (“FRS 102”) to accounting principles generally accepted in the United States of America (US GAAP). Significant differences exist between United Kingdom Generally Accepted Accounting Practice and US GAAP. Our opinion is not modified with respect to this matter.

Page 1

COMMAGILITY LIMITED

Other matter

We draw attention to the fact that these accounts have not been prepared under section 394 of the Companies Act 2006 and are not the company’s statutory accounts.

PKF Cooper Parry Group Limited

Chartered Accountants

Sky View
Argosy Road
East Midlands Airport
Castle Donington
Derby
DE74 2SA

Date: 8 February 2017

Page 2

COMMAGILITY LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 30 SEPTEMBER 2016

	2016
	£
Turnover	8,244,021
Cost of sales	(3,112,847)
Gross profit	5,131,174
Administrative expenses	(4,021,269)
Other operating income	109,686
Operating profit	1,219,591
Interest receivable and similar income	306
Interest payable and similar charges	(3,187)
Profit on ordinary activities before taxation	1,216,710
Tax on profit on ordinary activities	66,526
Profit for the financial year	1,283,236
Retained earnings at the beginning of the year	4,880,806
Profit for the year	1,283,236
Dividends declared and paid	(1,560,000)
Retained earnings at the end of the year	4,604,042

There were no recognised gains and losses for 2016 other than those included in the statement of income and retained earnings.

The notes on pages 5 to 14 form part of these financial statements.

Page 3

COMMAGILITY LIMITED

REGISTERED NUMBER: 05914025

BALANCE SHEET

AS AT 30 SEPTEMBER 2016

		2016	2016
	Note	£	£
Fixed assets
Intangible assets	5		417,279
Tangible assets	6		215,470
			632,749
Current assets
Stocks	7	1,008,583
Debtors	8	2,009,464
Cash at bank and in hand		2,000,837
		5,018,884
Creditors: amounts falling due within one year	9	(680,427)
Net current assets			4,338,457
Total assets less current liabilities			4,971,206
Creditors: amounts falling due after more than one year	10		(333,787)
Provisions for liabilities
Deferred tax			(33,365)
Net assets			4,604,054
Capital and reserves
Called up share capital	11		12
Profit and loss account			4,604,042
			4,604,054

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies’ regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr E De Salis Young

Director

Date: 7 February 2017

The notes on pages 5 to 14 form part of these financial statements.

Page 4

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

1. Accounting policies

Commagility Limited (the company) is a limited liability company incorporated and domiciled in the United Kingdom. The address of its registered office is shown on the company information page.

The financial statements are prepared in Sterling (£). The financial statements are for the year ended 30 September 2016.

1.1 Basis of preparation of financial statements

These financial statements have been prepared solely for the purpose of meeting the requirements of U.S Securities and Exchange Commission (“SEC”) Rule 3-05 of Regulation S-X. These financial statements are not the statutory financial statements of the Company. These financial statements have been prepared in accordance with section 1A of Financial Reporting Standard 102 (FRS 102), the Financial Reporting Standard applicable in the U.K and the Republic of Ireland and the Companies Act 2006 (except as otherwise stated).

The financial statements are prepared under the historical cost convention. No comparative information has been presented in these financial statements as no comparatives are requested under SEC Rule 3-05 of Regulation S-X. No Directors’ Report has been presented in these financial statements as no Directors’ Report is requested under the SEC Regulation. However, this is a departure from “generally accepted accounting practice” in the United Kingdom as a Directors’ Report is required.

US GAAP

Significant differences exist between United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities and US Generally Accepted Accounting Principles (US GAAP). The US GAAP results for the period and the effect on total shareholders’ funds are set out in Note 14.

1.2 Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

· the company has transferred the significant risks and rewards of ownership to the buyer;

· the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

· the amount of turnover can be measured reliably;

· it is probable that the company will receive the consideration due under the transaction; and

· the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 5

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

1. Accounting policies (continued)

1.3

Intangible assets

Patents are stated at cost less amortisation. Amortisation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives of 3 years. Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the identifiable assets and liabilities. It is amortised to the Statement of income and retained earnings over its estimated economic life of 3 years. A full year’s amortisation is charged in the year of acquisition and none in the year of disposal.

1.4 Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	- Reducing balance 30%
Fixtures and fittings	- Reducing balance 30%
Office equipment	- Reducing balance 30%
Other fixed assets	- Reducing balance 30%

A full year’s depreciation is charged in the year of acquisition and none in the year of disposal.

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of income and retained earnings.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

1.5 Research and development costs

Expenditure on research and development is charged to the Statement of income and retained earnings in the year in which it is incurred.

Page 6

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

1. Accounting policies (continued)

1.6 Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in Statement of income and retained earnings.

1.7 Government grants

Grants of a revenue nature are recognised in the Statement of income and retained earnings in the same period as the related expenditure.

1.8 Foreign currency translation

Functional and presentation currency

The company’s functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

1.9 Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in the Statement of income and retained earnings when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Page 7

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

1. Accounting policies (continued)

1.10   Current and deferred taxation  

The tax charge for the year comprises of current and deferred tax.

Current tax is recognised for the amount of corporation tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.

Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

2. Auditors’ remuneration

	2016
	£
Fees payable to the company’s auditor and its associates for the audit of the company’s annual accounts	14,000

3.	Employees
	The average monthly number of employees, including directors, during the year was 41.
4.	Dividends

	2016
	£
Dividends paid on equity capital	1,560,000

Page 8

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

5. Intangible assets

	Patents	Goodwill	Total
	£	£	£
Cost
At 1 October 2015	750,000	1,238,184	1,988,184
Additions	-	696	696
At 30 September 2016	750,000	1,238,880	1,988,880
Amortisation
At 1 October 2015	750,000	408,873	1,158,873
Charge for the year	-	412,728	412,728
At 30 September 2016	750,000	821,601	1,571,601
Net book value
At 30 September 2016	-	417,279	417,279
At 30 September 2015	-	829,311	829,311

Page 9

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

6. Tangible fixed assets

	Office refurbishment	Plant and machinery	Fixtures and fittings	Office equipment	Other fixed assets	Total
	£	£	£	£	£	£
Cost or valuation
At 1 October 2015	-	125,080	8,669	115,715	131,442	380,906
Additions	53,556	201	6,268	22,609	56,903	139,537
At 30 September 2016	53,556	125,281	14,937	138,324	188,345	520,443
Depreciation
At 1 October 2015	-	71,215	5,272	66,396	68,990	211,873
Charge for the year	16,067	16,219	3,779	21,229	35,806	93,100
At 30 September 2016	16,067	87,434	9,051	87,625	104,796	304,973
Net book value
At 30 September 2016	37,489	37,847	5,886	50,699	83,549	215,470
At 30 September 2015	-	53,865	3,397	49,319	62,452	169,033

7. Stocks

	2016
	£
Raw materials	556,676
Work in progress	77,632
Finished goods	374,275
	1,008,583

Page 10

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

8. Debtors

	2016
	£
Trade debtors	1,893,657
Other debtors	103,581
Prepayments and accrued income	12,226
	2,009,464

9. Creditors: Amounts falling due within one year

	2016
	£
Trade creditors	504,992
Corporation tax	17,682
Other taxation and social security	119,243
Other creditors	38,510
	680,427

10. Creditors: Amounts falling due after more than one year

	2016
	£
Other creditors	333,787

11 Share capital

	2016
	£
Shares classified as equity
Allotted, called up and fully paid
4- Ordinary shares of £1 each	4
1- Ordinary A share of £1	1
1- Ordinary B share of £1	1
1- Ordinary C share of £1	1
1- Ordinary D share of £1	1
1- Ordinary E share of £1	1
1- Ordinary F share of £1	1
1- Ordinary G share of £1	1
1- Ordinary H share of £1	1
	12

Page 11

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

12. Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £99,664. There were no contributions payable to the fund at the balance sheet date.

13. Controlling party

The company is wholly owned by the directors and associated persons.

14. Reconciliation from UK FRS 102 (Section 1A) to accounting principles generally accepted in the United States of America (“US GAAP”)

The accompanying financial statements of Commagility Limited have been prepared in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) the Financial Reporting Standard applicable in the UK and the Republic of Ireland as described in Note 1. FRS 102 differs in certain respects from the requirements of US GAAP. The effects of the US GAAP application are detailed below:

	Year ended 30 September 2016 Profit & Loss Account			At 30 September 2016 Total Shareholders’ Funds
		£			£
UK FRS 102 Results:
Profit for the financial year		1,283,236			-
Total Shareholder Surplus					4,604,042
US GAAP adjustment:
A) Revenue recognition		(539,000	)		(539,000	)
Total US GAAP adjustments		(539,000	)		(539,000	)
Results under US GAAP		744,236			4,065,042

A) Revenue Recognition

Under UK FRS 102, revenue in relation to contracts is recognised by reference to the stage of completion at the period end date, where the outcome of the transaction can be estimated reliably. Under US GAAP, in relation to multiple element contracts the contract price should be allocated using Vendor Specific Objective Evidence “VSOE”, if no VSOE exists for an element of the contract, no revenue can be recognised until the VSOE for all the elements of the contract exist or until all elements of the contract are delivered. This has resulted in £539,000 of revenue being deferred from 2016 into 2017.

Page 12

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

14. Reconciliation from UK FRS 102 (Section 1A) to accounting principles generally accepted in the United States of America (“US GAAP”) (Continued)

Under UK GAAP, cash is defined as cash in hand and deposits repayable on demand, less overdrafts repayable on demand. Under US GAAP, cash and cash equivalents are defined as cash and investments with original maturities of three months or less.

There is no requirement to present a cashflow statement under Section 1A of FRS 102.

The following table presents cash flows as classified under US GAAP:

	2016 £		2016 £
Cash flows from operating activities
Net Profit for the year			1,283,236
Depreciation on Fixed Assets	93,100
Amortisation of Intangible Fixed Assets	412,728
Interest paid	3,187
Interest received	(306	)
Taxation	(66,526	)
			442,183
Changes in operating assets and liabilities
Decrease in debtors	456,639
Decrease in creditors	(401,423	)
Decrease in stock	934,240
			989,456
Interest paid			(3,187	)
Interest received			306
Taxation paid			(332,831	)
Net cash provided by operating activities			2,379,163
Cash flows from investing activities
Purchase of tangible fixed assets			(139,537	)
Purchase of intangible fixed assets			(696	)
Net cash used in investing activities			(140,233	)
Cash flows from financing activities
Dividends paid			(1,560,000	)
Net cash used in financing activities			(1,560,000	)
Net increase in cash and cash equivalents			678,930
Cash and cash equivalents at the beginning of the year			1,327,907
Cash and cash equivalents at the end of the year			2,000,837

Page 13

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2016

14. Reconciliation from UK FRS 102 (Section 1A) to accounting principles generally accepted in the United States of America (“US GAAP”) (Continued)

The following presents customer and supplier concentration as required under US GAAP

Major Customers and Accounts Receivable

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable as follows:

For the year ended 30 September 2016 two customers accounted for 82% of revenue.

At 30 September 2016 two customers accounted for 82% of the accounts receivable.

Major Suppliers and Accounts Payable

The Company had certain suppliers whose purchases individually represented 10% or more of the Company’s total purchases, or whose accounts payable balances individually represented 10% or more of the Company’s total accounts payable as follows:

For the year ended 30 September 2016 two suppliers accounted for 61% of purchases.

At 30 September 2016 two suppliers accounted for 81% of the accounts payable.

Page 14

Registered number: 05914025

COMMAGILITY LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

COMMAGILITY LIMITED

COMPANY INFORMATION

Directors	Mr E De Salis Young
	Mr M Hollingshead
	Dr P A Moakes
	Mr S Pack
Company secretary	Dr P A Moakes
Registered number	05914025
Registered office	Charnwood Building Holywell Park
	Ashby Road
	Loughborough
	Leicestershire
	LE11 3AQ
Independent auditors	PKF Cooper Parry Group Limited
	Chartered Accountants
	Sky View
	Argosy Road
	East Midlands Airport
	Castle Donington
	Derby
	DE74 2SA

COMMAGILITY LIMITED

CONTENTS

	Page
Independent Auditors’ Report	1 – 2
Profit and Loss Account	3
Balance Sheet	4
Notes to the Financial Statements	5 – 14

COMMAGILITY LIMITED

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of Commagility Limited

We have audited the accompanying financial statements of Commagility Limited which comprise the balance sheet as of 30 September 2015 and the related profit and loss account, and notes to the financial statements for the year then ended.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of financial statements in accordance with the Financial Reporting Standard for Smaller Entities (Effective April 2008) and the Companies Act 2006 applicable to small companies (together “United Kingdom Generally Accepted Accounting Practices”); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design 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. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion on financial statements

In our opinion, the financial statements referred to above:

· give a true and fair view of the state of the Company’s affairs as at 30 September 2015 and of its profit for the year then ended; and

· have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, except for non presentation of a Directors’ Report and comparative figures, which are not required by the US Securities and Exchange Commission.

Emphasis of matter

· We draw attention to Note 17, which reconciles the results for the period from United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including the Financial Reporting Standard for Smaller Entities (effective April 2008) (“FRSSE”) to accounting principles generally accepted in the United States of America (US GAAP). Significant differences exist between United Kingdom Generally Accepted Accounting Practice, including FRSSE, and US GAAP. Our opinion is not modified with respect to this matter.

Page 1

COMMAGILITY LIMITED

Other Matter

We draw attention to the fact that these accounts have not been prepared under section 394 of the Companies Act 2006 and are not the company’s statutory accounts.

PKF Cooper Parry Group Limited

Chartered Accountants

Sky View
Argosy Road
East Midlands Airport
Castle Donington
Derby
DE74 2SA

Date: 8 February 2017

Page 2

COMMAGILITY LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 30 SEPTEMBER 2015

		2015
	Note	£
Turnover	1	13,155,894
Cost of sales		(6,254,806)
Gross profit		6,901,088
Administrative expenses		(3,392,211)
Operating profit	2	3,508,877
Interest receivable and similar income		458
Interest payable and similar charges		(28)
Profit on ordinary activities before taxation		3,509,307
Tax on profit on ordinary activities	4	(434,521)
Profit for the financial year	13	3,074,786

The notes on pages 5 to 14 form part of these financial statements.

Page 3

COMMAGILITY LIMITED

REGISTERED NUMBER: 05914025

BALANCE SHEET

AS AT 30 SEPTEMBER 2015

	Note	£	2015 £
Fixed assets
Intangible assets	5		829,311
Tangible assets	6		169,033
			998,344
Current assets
Stocks	7	1,942,823
Debtors	8	2,466,103
Cash at bank and in hand		1,321,907
		5,730,833
Creditors: amounts falling due within one year	9	(1,427,763)
Net current assets			4,303,070
Total assets less current liabilities			5,301,414
Creditors: amounts falling due after more than one year	10		(386,788)
Provisions for liabilities
Deferred tax	11		(33,808)
Net assets			4,880,818
Capital and reserves
Called up share capital	12		12
Profit and loss account	13		4,880,806
Shareholders’ funds			4,880,818

The financial statements have been prepared in accordance with the provisions applicable to small companies within Part 15 of the Companies Act 2006 and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008).

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr E De Salis Young

Director

Date: 7 February 2017

The notes on pages 5 to 14 form part of these financial statements.

Page 4

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

1. Accounting Policies

1.1	Basis of preparation of financial statements
	These financial statements have been prepared solely for the purpose of meeting the requirements of U.S Securities and Exchange Commission (“SEC”) Rule 3-05 of Regulation S-X. These financial statements are not the statutory financial statements of the Company. These financial statements have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008) and the Companies Act 2006 (except as otherwise stated).
	The financial statements are prepared under the historical cost convention. No comparative information has been presented in these financial statements as no comparatives are requested under SEC Rule 3-05 of Regulation S-X. However, this is a departure from “generally accepted accounting practice” in the United Kingdom as comparative figures are required. No Directors’ Report has been presented in these financial statements as no Directors’ Report is requested under the SEC Regulation. However, this is a departure from “generally accepted accounting practice” in the United Kingdom as a Directors’ Report is required.

	US GAAP
	Significant differences exist between United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities and US Generally Accepted Accounting Principles (US GAAP). The US GAAP results for the period and the effect on total shareholders’ funds are set out in Note 17.
1.2	Turnover
	Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of value added tax and trade discounts.
1.3	Intangible fixed assets and amortisation
	Patents are stated at cost less amortisation. Amortisation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives.
	Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the identifiable assets and liabilities. It is amortised to the profit and loss account over its estimated economic life. A full year’s amortisation is charged in the year of acquisition and none in the year of disposal.
	Amortisation is provided at the following rates:

Patents	-	3 years straight line
Goodwill	-	3 years straight line

Page 5

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

1. Accounting Policies (continued)

1.4	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives.
	All asset classes are depreciated on a 30% reducing balance basis.
	A full year’s depreciation is charged in the year of acquisition and none in the year of disposal.

1.5	Stocks and work in progress
	Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
1.6	Deferred taxation
	Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.
	A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
	Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse.
	Deferred tax assets and liabilities are not discounted.
1.7	Foreign currencies
	Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.
	Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
	Exchange gains and losses are recognised in the profit and loss account.
1.8	Research and development
	Development costs are capitalised within intangible assets where they can be identified with a specific product or project anticipated to produce future benefits, and are amortised on the straight line basis over the anticipated life of the benefits arising from the completed product or project.
	Deferred research and development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance of any related research and development is written off to the profit and loss account.

Page 6

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

1. Accounting Policies (continued)

1.9	Pensions
	The company operates a defined contribution pension scheme and the pension charge represents the amounts payable by the company to the fund in respect of the year.

2. Operating profit

The operating profit is stated after charging:

	2015
	£
Amortisation - intangible fixed assets	408,873
Depreciation of tangible fixed assets:
- owned by the company	90,441
Auditors’ remuneration	8,000
Pension costs	136,430
Research and development expenditure written off	225,455

3. Directors’ remuneration

	2015
	£
Aggregate remuneration	543,678

During the year retirement benefits were accruing to 4 directors (2014: 4) in respect of defined contribution pension schemes.

4. Taxation

	2015
	£
Analysis of tax charge in the year
Current tax UK corporation tax charge on profit for the year	416,596
Deferred tax (see note 11) Origination and reversal of timing differences	17,925
Tax on profit on ordinary activities	434,521

Page 7

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

5. Intangible fixed assets

	Patents	Goodwill	Total
	£	£	£
Cost
At 1 October 2014	750,000	-	750,000
Additions	-	1,238,184	1,238,184
At 30 September 2015	750,000	1,238,184	1,988,184
Amortisation
At 1 October 2014	750,000	-	750,000
Charge for the year	-	408,873	408,873
At 30 September 2015	750,000	408,873	1,158,873
Net book value
At 30 September 2015	-	829,311	829,311
At 30 September 2014	-	-	-

During the year goodwill of £1,238,184 arose in respect of the acquistion of the trade, assets and liabilities of mimoOn GmbH.

6. Tangible fixed assets

	Plant and machinery	Fixtures and fittings	Office equipment	Other fixed assets	Total
	£	£	£	£	£
Cost
At 1 October 2014	62,039	5,756	73,401	59,647	200,843
Additions	63,041	2,913	44,109	71,795	181,858
Disposals	-	-	(1,795)	-	(1,795)
At 30 September 2015	125,080	8,669	115,715	131,442	380,906
Depreciation
At 1 October 2014	48,172	3,807	45,227	24,226	121,432
Charge for the year	23,043	1,465	21,169	44,764	90,441
At 30 September 2015	71,215	5,272	66,396	68,990	211,873
Net book value
At 30 September 2015	53,865	3,397	49,319	62,452	169,033
At 30 September 2014	13,867	1,949	28,174	35,421	79,411

Page 8

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

7. Stocks

	2015
	£
Raw materials	795,107
Work in progress	58,489
Finished goods	1,089,227
	1,942,823

8. Debtors

	2015
	£
Trade debtors	2,454,311
Other debtors	11,792
	2,466,103

9. Creditors:
Amounts falling due within one year

	2015
	£
Trade creditors	563,297
Corporation tax	416,596
Other taxation and social security	257,303
Other creditors	190,567
	1,427,763

10. Creditors:
Amounts falling due after more than one year

	2015
	£
Other creditors	386,788

Page 9

COMMAGILITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

11. Deferred taxation

	2015
	£
At beginning of year	15,883
Charge for year	17,925
At end of year	33,808

The provision for deferred taxation is made up as follows:

	2015
	£
Accelerated capital allowances	33,808

12. Share capital

	2015
	£
Allotted, called up and fully paid
4- Ordinary shares of £1 each	4
1- Ordinary A share of £1	1
1- Ordinary B share of £1	1
1- Ordinary C share of £1	1
1- Ordinary D share of £1	1
1- Ordinary E share of £1	1
1- Ordinary F share of £1	1
1- Ordinary G share of £1	1
1- Ordinary H share of £1	1
	12

13. Reserves

	Profit and loss account
	£
At 1 October 2014	2,646,020
Profit for the financial year	3,074,786
Dividends: Equity capital	(840,000)
At 30 September 2015	4,880,806

Page 10

COMMAGILITY LIMITED

SCHEDULE TO THE DETAILED ACCOUNTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

14. Dividends

	2015
	£
Dividends paid on equity capital	840,000

	2015
	£
Ordinary shares	280,000
Ordinary A shares	70,000
Ordinary B shares	70,000
Ordinary C shares	70,000
Ordinary D shares	70,000
Ordinary E shares	70,000
Ordinary F shares	70,000
Ordinary G shares	70,000
Ordinary H shares	70,000
Total	840,000

15. Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £136,430. There were £nil contributions payable to the fund outstanding at the balance sheet date.

16. Controlling party

The company is wholly owned by the directors and associated persons.

Page 11

COMMAGILITY LIMITED

SCHEDULE TO THE DETAILED ACCOUNTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

17. Reconciliation from UK FRSSE to accounting principles generally accepted in the United States of America (“US GAAP”)

The accompanying financial statements of Commagility Limited have been prepared in accordance with Financial Reporting Standard for Smaller Entities (FRSSE) as described in Note 1. FRSSE differs in certain respects from the requirements of US GAAP. The effects of the US GAAP application are detailed below:

	Year ended		At
	30 September 2015		30 September 2015
	Profit & Loss		Total Shareholders’
	Account		Funds
		£		£
UK FRSSE Results:
Profit for the financial year		3,074,786		-
Total Shareholder Surplus
				4,880,818
US GAAP adjustment:		-		-
Results under US GAAP		3,074,786		4,880,818

A) US GAAP Adjustments
There are no material differences between UK GAAP and US GAAP.

Page 12

COMMAGILITY LIMITED

SCHEDULE TO THE DETAILED ACCOUNTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

17.	Reconciliation from UK FRSSE to accounting principles generally accepted in the United States of America (“US GAAP”) (continued)
	Under UK GAAP, cash is defined as cash in hand and deposits repayable on demand, less overdrafts repayable on demand. Under US GAAP, cash and cash equivalents are defined as cash and investments with original maturities of three months or less.
	There is no requirement to present a cashflow statement under UK FRSSE.
	The following table presents cash flows as classified under US GAAP:

	2015		2015
	£		£
Cash flows from operating activities
Net Profit for the year			3,074,786
Depreciation on Tangible Fixed Assets	90,441
Amortisation on intangible fixed assets	408,873
Interest paid	28
Interest received	(458	)
Taxation	434,521
			933,405
Changes in operating assets and liabilities
Increase in debtors	(811,357	)
Increase in creditors	766,753
Increase in stock	(1,351,624	)
			(1,396,228	)
Interest paid			(28	)
Interest received			458
Taxation paid			(341,352	)
Net cash provided by operating activities			2,271,041
Cash flows from investing activities
Purchase of tangible fixed assets			(181,858	)
Purchase of intangible fixed assets			(851,396	)
Sale of tangible fixed assets			1,795
Net cash used in investing activities			(1,031,459	)
Cash flows from financing activities
Dividends paid			(840,000	)
Net cash used in financing activities			(840,000	)
Net increase in cash and cash equivalents			399,582
Cash and cash equivalents at the beginning of the year			922,325
Cash and cash equivalents at the end of the year			1,321,907

Page 13

COMMAGILITY LIMITED

SCHEDULE TO THE DETAILED ACCOUNTS

FOR THE YEAR ENDED 30 SEPTEMBER 2015

17.	Reconciliation from UK FRSSE to accounting principles generally accepted in the United States of America (“US GAAP”) (continued)
	The following presents customer and supplier concentration as required under US GAAP
	Major Customers and Accounts Receivable
	The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable as follows:
	For the year ended 30 September 2015 two customers accounted for 89% of revenue.
	At 30 September 2015 two customers accounted for 82% of the accounts receivable.
	Major Suppliers and Accounts Payable
	The company had certain suppliers from whom purchases individually represented 10% or more of the company’s total purchases, or whose accounts or more of the company’s accounts payable as follows:
	For the year ended 30 September 2015 two suppliers accounted for 77% for purchasers.
	At 30 September 2015 one supplier accounted for 85% of the accounts payable.

Page 14

EX-99.3

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Financial Information

On February 17, 2017, Wireless Telecommunications, Ltd. (the “Acquisition Subsidiary”), a company incorporated in England and Wales which is a wholly owned subsidiary of Wireless Telecom Group, Inc. (the “Company”), completed the acquisition of all of the issued shares in CommAgility, Limited, (“CommAgility”) a company incorporated in England and Wales (the “Acquisition”) from CommAgility’s selling equity holders (the “Sellers”). The Acquisition was completed pursuant to the terms of a Share Purchase Agreement, dated February 17, 2017, and entered into by and among the Company, the Acquisition Subsidiary and the Sellers (the “Share Purchase Agreement”).

In connection with the Acquisition, on February 16, 2017, the Company and its domestic subsidiaries, as borrowers, and Bank of America, N.A., as lender, entered into a Loan and Security Agreement (the “Credit Facility”), which provides for a term loan in the aggregate principal amount of $760,000 (the “Term Loan”) and an asset based revolving loan (the “Revolver”), which is subject to a Borrowing Base Calculation (as defined in the Credit Facility) of up to a maximum availability of $9,000,000 (“Revolver Commitment Amount”). The acquisition was funded through a combination of cash on hand and proceeds from the Credit Facility.

The Company and CommAgility have different fiscal year ends. We did not recast CommAgility’s fiscal year end because it differs by 93 days or less than the Company’s year-end. The unaudited pro forma condensed combined balance sheet as of December 31, 2016 is derived from the historical condensed consolidated balance sheet of the Company as of December 31, 2016 and the historical condensed balance sheet of CommAgility as of September 30, 2016 and gives effect to the Acquisition as if it had been consummated on December 31, 2016. The unaudited pro forma condensed combined statement of operations combine the historical results of operations of the Company and CommAgility, giving effect to the Acquisition and Credit Facility as if they occurred on January 1, 2016. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 combines the Company’s historical consolidated statement of operations for the year ended December 31, 2016 with CommAgility’s historical statement of operations for the year ended September 30, 2016.

The pro forma adjustments do not reflect any operating efficiencies or inefficiencies which may result from the Acquisition. Therefore, the unaudited pro forma condensed combined financial information is not necessarily indicative of results that would have been achieved had the business been combined during the periods presented and should not be taken as representative of future consolidated operating results. In addition, the preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of revenues and expenses during the reporting periods. These estimates and assumptions are preliminary and have been made solely for purposes of developing this pro forma information. Actual results could differ, perhaps materially, from these estimates and assumptions.

Unaudited Pro Forma Condensed Combined Balance Sheet As Of December 31, 2016

	Historical
				CommAgility					Historical US							Pro Forma
				UK GAAP (in		US GAAP			GAAP (in USD)				Pro Forma			Condensed
	WTG			GBP)		Adjustments			(2)				Adjustments			Combined
CURRENT ASSETS
Cash & cash equivalents	$	9,350,803		£	2,000,837				$	2,601,088		a		(10,840,993	)	$	1,110,898
Accounts Receivable - net of allowance for doubtful accounts		5,183,869			2,009,464					2,612,303							7,796,172
Inventories - net of reserves		8,452,751			1,008,583					1,311,158		b		112,112			9,876,021
Prepaid expenses and other current assets		866,035								-							866,035
TOTAL CURRENT ASSETS		23,853,458			5,018,884					6,524,549				(10,728,881	)		19,649,126
PROPERTY PLANT AND EQUIPMENT - NET		2,166,566			215,470					280,111							2,446,677
OTHER ASSETS
Goodwill		1,351,392			417,279					542,463		c		7,633,497			9,527,352
Intangible Assets												d		11,250,000			11,250,000
Deferred Income Taxes		7,403,600								-							7,403,600
Other		660,119								-		e		212,500			872,619
TOTAL OTHER ASSETS		9,415,111			417,279					542,463				19,095,997			29,053,571
TOTAL ASSETS		35,435,135			5,651,633					7,347,123				8,367,116			51,149,374
CURRENT LIABILITIES
Accounts payable	$	2,986,797		£	680,427				$	884,555						$	3,871,352
Revolver												f	$	1,311,000			1,311,000
S. T. Term Loan												g		152,000		$	152,000
Accrued expenses and other current liabilities		673,067								-		h		943,125			1,616,192
Deferred Revenue						£	539,000			700,700		i		(448,448	)		252,252
TOTAL CURRENT LIABILITIES		3,659,864			680,427		539,000		$	1,585,255			$	1,957,677		$	7,202,796
LONG TERM LIABILITIES
Deferred rent		69,058								-							69,058
Long Term Liabilities					333,787					433,923		j		3,173,863			3,607,786
Deferred Tax Liability					33,365					43,375		k		1,913,598			1,956,973
L.T. Term Loan												l		608,000			608,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Common stock		297,862			12					16		m		34,862			332,740
Additional Paid in Capital		40,563,002								-		n		5,963,670			46,526,672
Retained Earnings		11,668,829			4,604,042		(539,000	)		5,894,311		o		(5,894,311	)		11,668,829
Accumulated other comprehensive loss										(609,757	)	o		609,757			0
Treasury stock at cost		(20,823,480	)							-							(20,823,480	)
TOTAL SHAREHOLDERS’ EQUITY		31,706,213			4,604,054		(539,000	)		5,284,570				713,978			37,704,761
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		35,435,135			5,651,633		-			7,347,123				8,367,116			51,149,374

(1) - The unaudited pro forma condensed combined balance sheet as of December 31, 2016 includes the balance sheet of the Company as of December 31, 2016 and the balance sheet of CommAgility as of September 30, 2016. We did not recast CommAgility’s (acquired) balance sheet because it differs by 93 days or less than the Company’s (acquirer) fiscal year end.

(2) - Converted from British Pound Sterling to U.S. Dollars using 9/30/16 spot rate of $1.30 per pound.

Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 (1)

	Historical
	WTG			CommAgility UK GAAP (in GBP)			US GAAP Adjustments and Reclassifications		Historical US GAAP (in USD) (2)				Pro Forma Adjustments			Pro Forma Condensed Combined
NET REVENUES	$	31,326,727		£	8,244,021		-£	539,000	$	10,941,130						$	42,267,857
Cost of Revenues		18,164,973			3,112,847					4,420,243		p		1,541,755			24,126,971
GROSS PROFIT		13,161,754			5,131,174		-£	539,000		6,520,887				(1,541,755	)		18,140,886
Operating Expenses
Research and Development		4,046,106								-		p		1,484,653			5,530,759
Sales and Marketing		5,196,331								-		p		913,632			6,109,963
General and Administrative		6,467,426			4,021,269					5,710,202		q		(2,951,468	)		9,226,160
Total Operating Expenses		15,709,863			4,021,269					5,710,202				(553,183	)		20,866,882
Other income/(expense)		363,851			106,805					151,663							515,514
Interest Expense												r		161,324			161,324
lncome/(loss) before taxes		(2,184,258	)		1,216,710		-£	539,000		962,348				(1,149,896	)		(2,371,806	)
Tax Provision/(Benefit)		(352,234	)		(66,526	)				(94,467	)	s		(195,482	)		(642,183	)
Net (Loss)/lncome	$	(1,832,024	)	£	1,283,236		-£	539,000	$	1,056,815			$	(954,413	)	$	(1,729,623	)
Net (Loss)/lneome per common share:
Basic	$	(0.10	)													$	(0.08	)
Diluted	$	(0.10	)													$	(0.08	)
Weighted average shares outstanding:
Basic		18,464,022												3,487,829			21,951,851
Diluted		19,170,322												3,487,829			22,658,151

(1) - The unaudited pro forma condensed combined statement of operations for the 12 months ended December 31, 2016 includes the historical results of CommAgility’s fiscal year ended September 30, 2016. We did not recast CommAgility’s (acquiree) fiscal year end because it differs by 93 days or less than the Company’s (acquirer) fiscal year end.

(2) - CommAgility’s statement of operations for the fiscal year ended September 30, 2016 converted from Bristish pound sterling to U.S. dollars using an average rate for the period presented of $1.42 per pound.

1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with U.S. GAAP and pursuant to SEC Regulation S-X Article 11, and presents the pro forma results of operations of the combined companies based upon the historical information after giving effect to the Acquisition, the new Credit Facility and adjustments described in these notes. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2016 are presented as if the Acquisition and entry into the Credit Facility had occurred on January 1, 2016.

The historical results of the Company have been derived from its financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2016. The historical audited statement of operations and balance sheet of CommAgility was prepared in accordance with United Kingdom Generally Accepted Accounting Practices (“UK GAAP”) with reconciliation to US GAAP as a footnote disclosure and are set forth in Exhibit 99.2 to this Form 8-K/A. The Company has included the US GAAP adjustment noted in the CommAgility audited financial statements in the unaudited pro forma condensed combined financial information. The adjustment relates to deferral of undelivered elements of a multiple deliverable software arrangement in accordance with US GAAP ASC 985-605 Software Revenue Recognition.

Further, certain reclassifications have been reflected to conform CommAgility’s historical presentation to the Company’s in the unaudited pro forma condensed combined statements of operations. These reclassifications have no effect on previously reported income. Refer to Note 2 for further discussion on the nature of the adjustments.

Overview of the Accounting for the Acquisition

The business combination is reflected in the unaudited pro forma condensed combined financial information as being accounted for under the acquisition method in accordance with ASC 805, Business Combinations, with the Company treated as the accounting acquirer. ASC 805 requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. In addition, ASC 805 establishes that the common stock issued to effect the business combination be measured at the closing date of the business combination at the then current market price.

The preliminary purchase price of CommAgility consists of the following items:

Cash Consideration (1)	$ 11,317,500
Equity Consideration (2)	5,998,548
Contingent Consideration (3)	2,859,488
Working Capital Adjustment (4)	1,381,993
Deferred Purchase Consideration (5)	1,257,500
Total Purchase Price	$ 22,815,029

(1) Cash consideration includes $9,459,000 of cash and borrowings of $1,098,500 and $760,000 from the Revolver and Term Loan, respectively.

(2) Equity consideration issued on February 17, 2017, was based on the number of shares having an aggregate value of $6,250,000, calculated using the 10-day volume weighted average of $1.79. The equity consideration portion of the total purchase price is calculated using the closing market price as of February 17, 2017 which was $1.72 (total shares issued 3,487,528).

(3) Estimated fair value of contingent consideration.

(4) Working capital adjustment represents cash paid from the net cash acquired from CommAgility based on a prescribed formula of working capital to be delivered to buyers at close.

(5) Deferred purchase price payable in quarterly equal installments beginning in June of 2017.

The following is a summary of the preliminary estimated fair values of the net assets acquired:

	September 30,
	2016
Total estimated consideration transferred	$	22,815,029

Assets acquired:
Cash		2,601,088
Accounts Receivable		2,612,303
Inventory		1,423,270
Property, plant and equipment		280,111
Intangible assets		11,250,000
Total Assets Acquired		18,166,772
Liabilities assumed:
Accounts payable and accrued expenses		(884,555	)
Other liabilities		(433,923	)
Deferred Revenue		(252,252	)
Deferred Tax Liability		(1,956,973	)
Total Liabilities Assumed		(3,527,703	)
Net Assets Acquired		14,639,069
Goodwill	$	8,175,960

The Company has preliminarily allocated $11,250,000 to identifiable intangible assets, specifically customer relationships ($8,250,000) and patents ($3,000,000). The preliminary valuation of identifiable intangible assets acquired was based on management’s estimates, currently available information and reasonable and supportable assumptions. The allocation was based on the fair value of these assets. The amortization expense related to the preliminary fair value of customer relationships is $1,178,571 and patents is $600,000 and is reflected as a pro forma adjustment to the unaudited pro forma condensed combined financial statements. Customer relationships and patents will be amortized on a straight-line basis over the estimated useful life of 7 and 5 years, respectively.

Under ASC 805, acquisition-related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. For the twelve months ended December 31, 2016 the Company incurred $790,000 of acquisition-related costs. These costs are considered to be directly related to the acquisition and are not expected to have a continuing impact and therefore have been excluded from the unaudited pro forma condensed combined statements of operations.

The purchase accounting for the Acquisition is preliminary and subject to completion upon obtaining additional information, including (1) the identification and valuation of assets acquired and liabilities assumed, including intangible assets and related goodwill, (2) the finalization of the opening balance sheet, including deferred revenue, and (3) the related tax impacts of the Acquisition. The Company has preliminarily valued the acquired assets and liabilities based on their estimated fair value. These estimates are subject to change as additional information becomes available. The preliminary fair values are based on the best estimates of the Company. Any adjustments to the preliminary fair values will be made as such information becomes available.

2. Pro Forma Adjustments

The unaudited pro forma condensed combined financial statements give effect to the transactions as if it had occurred on December 31, 2016 for the purposes of the unaudited pro forma condensed combined balance sheet and on January 1, 2016 for the purposes of the unaudited pro forma condensed combined statements of operations. The unaudited pro forma condensed combined statements of operations do not include any material non-recurring charges that will arise as a result of the Acquisition and the new Credit Facility. Adjustments in the unaudited pro forma condensed combined financial statements are as follows:

a The adjustment represents the cash used for the acquisition. The total cash usage is comprised of the following:

Cash purchase price	$	9,459,000
Working Capital Adjustment		1,381,993
	$	10,840,993

b	To record estimated fair value adjustment to inventory that was assumed by the Company in the acquisition.
c	To record the preliminary estimate of net adjustment to goodwill consisting of (i) the reversal of CommAgility’s historical goodwill totaling $542,463 and (ii) to record goodwill totaling $8,175,960 for the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed.
d	To record preliminary identifiable intangible assets.
e	To record debt issuance costs related to the Credit Facility.
f	To record outstanding revolver balance of $1,311,000 comprised of $1,098,500 borrowed in connection with the purchase price and $212,500 borrowed to pay debt issuance costs.
g	To record the short term principal amount due on the term loan under the Credit Facility.
h	To record the short term portion of the deferred purchase price of $943,125.
i	To record estimated fair value adjustment related to deferred revenue assumed in the acquisition.
j	To record the long term portion of deferred purchase price of $314,375 and contingent consideration of $2,859,488.
k	To record deferred tax liability related to identifiable intangible assets.
l	To record the long term principal amount due on the term loan under the Credit Facility.
m	To eliminate the historical common stock of CommAgility of $16 and record the par value of 34,878 shares issued to fund the acquisition.
n	To record the fair value of common stock issued in connection with acquisition over the par value of shares issued.
o	To eliminate the historical retained earnings and accumulated other comprehensive income of CommAgility.
p	To reclassify CommAgility operating expenses in accordance with the Company’s accounting policies.

q.	To record intangible asset amortization of $1,778,571 offset by reduction of G&A of $790,000 related to non recurring merger and acquisition costs related to the CommAgility acquisition and $3,940,039 in reclassification entries to align CommAgility reporting to the Company’s policies
r	To record interest expense on the Credit Facility.
s.	To record tax benefit on the pro forma adjustments at an estimated tax rate of 17%.