SecProbe.io

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Mail Stop 0306

April 1, 2005

Via U.S. Mail and via Facsimile

Mr. Ronald E. Badke
Chief Financial Officer
1840 County Line Road
Huntingdon Valley, PA 19006

	RE:	Wireless Xcessories Group, Inc.
		Form 10-KSB for the year ended December 31, 2004
		File No. 0-27996

Dear Mr. Badke:

     We have reviewed your filings and have the following
comments.
We have limited our review to those issues we have addressed in
our
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

     Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

1. In future filings, to eliminate investor confusion, revise to
correctly identify and label the items of Form 10-KSB.

Consolidated Financial Statements

Balance Sheet - Page F-3

2. In future filings revise the balance sheet to separately
present
assets and liabilities of discontinued operations as required by
paragraphs 46 and 49 of SFAS 144.

Note 1, Summary of Significant Accounting Policies

Revenue Recognition - Page F-10

3. We note that you recognize revenue upon shipment.  Please
expand
your disclosure in future filings to clarify why shipment is the
appropriate point for revenue recognition.  Confirm to us that
goods
are shipped FOB shipping point or disclose how you recognize
revenue
for products not shipped FOB shipping point.
4. In a supplemental response, please address how you meet the
following criteria of SAB 104 prior to recognizing revenue:
(a)  persuasive evidence of an arrangement exists,
(b)  delivery has occurred or services have been rendered,
(c)  the seller`s price to the buyer is fixed or determinable, and
(d)  collectibility is reasonably assured.

Please revise future filings to provide similar disclosures.

5. We note from page 2 of your business section that you have a
"variety of product lines" and a "wide assortment of value added
services" relating to your products.  Tell us supplementally and
revise your future filings to address the following:
a) how you recognize revenue from the sale of each group of
products
and services you provide to your customers.
b) highlight any differences in the terms and timing of delivery
of
the various products and services and disclose how these impact
the
timing of revenue recognition.
c) identify any special arrangements with, or rights provided to,
your customers, such as warranties, the right of return, or
customer
acceptance, and explain how they impact the timing of revenue
recognition.
Employee Stock Options

6. We note the cross reference to Note 5 for the pro forma effect
on
net income (loss) income per share data required by SFAS 123.
Please
revise all future filings to include the full reconciliation in
the
Summary of Significant Accounting Policies note.  Refer to
paragraph
2(e) of SFAS 148.

Item 14 Controls and Procedures - Page 19

7. We note your statement that controls and procedures "no matter
how
well designed and operated, can provide only reasonable assurance
of
achieving the desired control objectives..."  Please revise to
state
clearly, if true, that your disclosure controls and procedures are
designed to provide reasonable assurance of achieving their
objectives and that your principal executive officer and principal
financial officer concluded that your disclosure controls and
procedures are effective at that reasonable assurance level.  In
the
alternative, remove the reference to the level of assurance of
your
disclosure controls and procedures.  Please refer to Section
II.F.4
of Management`s Reports on Internal Control over Financial
Reporting
and Certification of Disclosure in Exchange Act Periodic Reports,
SEC
Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.

8. We note your disclosure that your chief executive officer and
chief financial officer have completed their evaluation of your
disclosure controls and procedures as of February 15, 2005.
Please
amend your filing to disclose management`s conclusion regarding
the
effectiveness of your disclosure controls and procedures as of the
end of the period covered by the annual report.  Refer to Item 307
of
Regulation S-B and Part III.F of Management`s Reports on Internal
Control over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, Release No. 33-8238, available on
our
website at www.sec.gov/rules/final/33-8238.htm.

9. Your disclosure of changes in your internal control over
financial
reporting states that "there have not been any significant changes
in
the Company`s internal control or in other factors that could
significantly affect these controls..."  Please revise the
language
used to indicate whether there was any change to your internal
control over financial reporting that has materially affected, or
that is reasonably likely to materially affect, your internal
control
over financial reporting, consistent with the language used in
amended Item 308(c) of Regulation S-B.

10. In a related matter, your disclosure also states that there
have
not been any significant changes "subsequent to the date of their
evaluation" which was February 15, 2005.  Please revise your
disclosure concerning changes in your internal control over
financial
reporting to also indicate whether there was any change in your
internal control over financial reporting that occurred during the
fourth quarter that has materially affected or is reasonably
likely
to materially affect your internal control over financial
reporting,
as required by Item 308(c) of Regulation S-B as amended effective
August 13, 2003.

Exhibits 31.1 and 31.2

11. We note that the certifications filed were not in the proper
form. The required certifications must be in the exact form
prescribed; the wording of the required certifications may not be
changed in any respect, except for the modifications temporarily
permitted to be made to the fourth paragraph of the certification
pursuant to Part III.E of Release No. 8238.  Accordingly, please
file
an amendment to your Form 10-KSB that includes all required Items
of
the Form, accompanied by the signed certifications of your current
CEO and CFO. These certifications should be in the form currently
set
forth in Item 601(b)(31) of Regulation S-B.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter with your response that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Heather Tress, Staff Accountant, at (202)
824-
5263 or me at (202) 942-1984 if you have questions regarding
comments
on the financial statements and related matters.

							Sincerely,

							Martin James
							Senior Assistant Chief
Accountant
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Mr. Ronald E. Badke
Chief Financial Officer
Wireless Xcessories Group, Inc.
April 1, 2005
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