UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549




FORM
10-KSB










[X]
            ANNUAL REPORT UNDER SECTION 13 OR
      15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
      December 31, 2007[  
      ]
            TRANSITION REPORT UNDER SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto







Commission File No.
001-31338







Wireless
Age Communications, Inc.


(Name of Small
Business Issuer in its charter)





Nevada
              (State or
      other jurisdiction of incorporation or organization)
            98-0336674
              (I.R.S.
      Employer Identification No.)3565
      King Road, Suite 102
              King
      City, Ontario
              L7B
      1M3
              (Address of
      Principal Executive Offices)
            905-833-2753
              (Issuer’s
      Telephone Number)Securities
      registered under Section 12(b) of the Exchange Act:
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:
            Common Stock, par value
      $0.001





Check whether the
issuer is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act ̈





Check whether the
issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:  Yes xNo  ̈





Check if there is
no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this Form, and  no disclosure will be contained, to the
best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB  ̈





Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x





The issuer’s
revenues for the fiscal year ended December 31, 2007 were
$32,682,756.





Based on the
closing price on March 17, 2008 of $0.34 per share of common stock, as reported
by the NASD’s OTC Bulletin Board, the aggregate market value of the voting and
non-voting stock held by non-affiliates of the registrant was approximately
$8,690,111.  For the purposes of this response, directors, officers
and holders of 5% or more of the issuer’s Common Stock are considered the
affiliates of the issuer at such date.





As of March 17,
2008, the number of shares outstanding of the registrant’s Common Stock was
58,781,842 shares.





DOCUMENTS
INCORPORATED BY REFERENCE





The following
document is incorporated by reference into Part III of the Annual Report on Form
10-KSB: None





Transitional Small
Business Disclosure Format (check one):  Yes   ̈    No  x


























Wireless
Age Communications, Inc.












Table
of Contents












PART
      IItem
      1.
            Description
      of Business
            1Item
      2.
            Description
      of Property
            8Item
      3.
            Legal
      Proceedings
            9Item
      4.
            Submission of
      Matters to a Vote of Security Holders
            10PART
      IIItem
      5.
            Market for
      Common Equity and Related Stockholders Matters
            11Item
      6.
            Management’s
      Discussion and Analysis or Plan of Operation
            12Item
      7.
            Financial
      Statements
            21Item
      8.
            Changes in
      and Disagreements with Accountants on Accounting and Financial
      Disclosure
            22PART
      IIIItem
      9.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act
            23Item
      10.
            Executive
      Compensation
            27Item
      11
            Security
      Ownership of Certain Beneficial Owners and Management
            31Item
      12.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            32Item
      13
            Exhibits,
      List and Reports on Form 8-K
            33Item
      14.
            Principal
      Accountant Fees and Services
            35Signatures
            36
















Part
I




Item
      1.
            Description
      of Business.





Development of
business





The Company was
incorporated in the State of Nevada on November 17, 2000 as Lennoc Ventures,
Inc.  On October 20, 2002, the Company acquired Wireless Age
Communications, Ltd. and changed its name to Wireless Age Communications,
Inc.  Prior to the acquisition of Wireless Age Communications, Ltd.,
the Company was a pre-exploration stage mining company.  The Company
ceased its mineral and exploration business in October 2002.





During fiscal 2007,
the Company’s business operations primarily focused on provision of wireless
telecommunications systems products and service solutions to carriers,
wholesalers, distributors, retailers and end-users in Western Canada. Current
products and services include mobile and fixed voice and data communication
services, phone and data devices and accessories, land mobile, microwave and
PCS/Cellular radio equipment, components and test equipment used by operators
and manufacturers of wireless equipment, and power and battery
supplies.





Wireless Age
operates nine retail stores, has sales offices in two locations across Canada,
and one warehouse, along with a service department.  The Company has
significant business relationships with major wireless, and wireline carriers in
Canada.  The Company’s presence in the cellular, land mobile radio,
satellite, and fixed wireless markets allow it to bundle a full spectrum of
products at the carrier, distributor, wholesaler and retail level across
Canada.





During fiscal 2007
Wireless Age conducted its business through the following
subsidiaries:





·
            Wireless Age
      Communications Ltd. (99.7% owned) is in the business of operating nine
      retail cellular and telecommunications stores located in Western
      Canada.





·
            Wireless
      Source Distribution Ltd. distributes prepaid cellular phone cards in
      Saskatchewan and various cellular and land mobile radio accessories in
      Western Canada.





·
            Prime
      Wireless Corporation is the Exclusive Representative of Vertex Standard
      U.S.A. Inc. in Canada. Vertex Standard manufactures land mobile radio
      products and accessories. Prime Wireless
      Corporation            earns
      sales commissions from direct shipment from Vertex Standard in the United
      States of America to Canadian wholesale and retail
      distributors.





·
            Our
      subsidiaries Prime Battery Products Limited, DB Sim Holdings Ltd. and
      1588102 Ontario Inc. are inactive and have no revenues or
      expenses.








Acquisitions





Wireless Age
Communications Ltd. was acquired on October 8, 2002, Wireless Source
Distribution Ltd. on September 19, 2003





Employees





At the end of 2007,
the Company employed approximately 95 full and part-time
employees.  There are no collective bargaining agreements covering any
of the employees and the Company has not experienced a strike or work
stoppage.








1





The Wireless
Industry





The wireless
industry is characterized by changing technology and the rapid widespread
adoption of such technology. From being a luxury utilized by only a small
percentage of the population one generation ago, mobile wireless technologies
have now come to be widespread in Canada and the United States, as well as
elsewhere. This expansion in the numbers of users has advanced alongside radical
improvements in the quality of wireless products available, and a remarkable
drop in their cost. Recently though, the exponential growth of the industry in
North America has begun to slow. This trend is widely seen as continuing
throughout the decade. The Company's industry expectations are that the growth
rate in the mobile wireless subscriber market will fall.





With the relatively
recently achieved popularity of mobile wireless technology, public awareness of
the actual or perceived draw-backs of wireless technology has increased. The
news media has reported incidents of automobile accidents allegedly caused by
the use of mobile telephone while driving. Radio frequency emissions from
wireless devices have linked to various health concerns, including cancer, and
it has been reported that they may interfere with various electronic medical
devices, including hearing aids and pacemakers.





Furthermore, the
wireless industry and the public use of its goods and services is subject to
national and either state or provincial regulations in the United States and
Canada. It is difficult to predict the direction new regulation of the industry
may take in the future.





Land Mobile Radio
Industry





Land Mobile Radio
("LMR") two-way radio communications consist of a broad array of
users:





·
            Public
      Safety: police, fire, and emergency medical
  personnel;





·
            Businesses:
      hotels, airports, farms, car services, construction firms;
    and





·
            Government
      Agencies.





LMR systems are
typically configured for hand-held use and/or vehicular mobile use. LMR systems
are generally designed to meet an organization's specific communication
requirements. The cost of a system varies widely. Typically, there are no
recurring airtime usage charges as is typically the case with wireless telephone
subscription communications. Accordingly, LMR users often factor airtime cost
considerations into determinations whether to purchase an LMR system or rely on
commercially available wireless communications systems.





LMR systems are
among the oldest and continuously widely used form of wireless dispatch
communications. Advances in technology in recent years have generally decreased
the cost of LMR products and increased its usage base.





In recent years LMR
has been characterized by relatively slow growth. This growth rate is a
reflection of several factors:





LMR is generally
considered a mature industry;





·
            some LMR
      users are in mature industry segments that are themselves experiencing
      slow growth rates; and





·
            growth has
      been impaired by the lack of available radio spectrum, which has prevented
      existing users from expanding their systems and hampered efforts of many
      potential new users from obtaining licenses for new
    systems.








2





As a result of the
lack of available spectrum, the Federal Communications Commission (“FCC”) has
mandated that new LMR equipment in the United States utilize technology that is
more spectrum-efficient. This effectively requires LMR users to migrate to
digital systems. Although the FCC does not require public safety agencies to
purchase supplier specific equipment, compliance with the standard is
increasingly becoming a key consideration for government and public safety
purchasers.





Several LMR
manufacturers have recommended a specified industry standard for digital LMR
devices that would meet the FCC requirements and provide solutions to several
problems experienced primarily by public safety users. The primary objectives of
the standard are to i) allow effective and reliable communication among users of
compliant equipment, regardless of its manufacturer, ii) maximize radio spectrum
efficiency, and iii) promote competition among LMR providers through an open
system architecture.





Although the FCC
does not require public safety agencies to purchase the proposed standard
compliant equipment or otherwise adopt the standard, compliance with the
standard is increasingly becoming the key consideration for government and
public safety purchasers. The open architecture of the proposed standard may
eliminate the ability of one or more major companies to lock out competitors.
Previously, because of proprietary aspects of conventional analog LMR systems,
customers were effectively precluded from purchasing competing LMR
products.





Competition





The markets for
distributing wireless phones and accessories and for integrated supply chain and
logistics services are intensely competitive. The Company competes, and expects
to continue to compete, for sales of wireless phones, accessories and data
equipment with several wireless communications device distributors and
manufacturers. The Company competes principally on the bases of inventory
availability, delivery time, trade credit terms and service. The Company also
competes principally on the bases of service quality and price for supply
availability. Competitors are primarily retail purchasers. Direct competitors
include:





·
            In
      Saskatchewan: (1) all wireless retailer that are channel partners of other
      carriers such as AT&T Wireless and Telus Mobility, (2) Jump.ca and
      Prairie Mobility who sell products from the same carrier as us, and (3)
      SaskTel Corporate who sells directly to large
  customers.





·
            In Manitoba:
      (1) IDC Communications, (2) Elite Communications, (3) Advance Electronics,
      (4) 4L Communications, and (5) MTS Corporate, who sells directly to large
      customers.





In the future, the
Company may increasingly compete with wireless communications device
manufacturers that decide to provide their products directly to wireless network
operators. Also, new competitors may enter the industry. The products that the
Company distributes could have reduced consumer demand if companies that compete
with our suppliers manufacture products that are, because of more favorable
pricing or other reasons, more desired by consumers. Many of the current
competitors have, and many future competitors will likely have, more name
recognition and greater financial and other resources than us. The Company’s
ability to successfully compete will largely depend on the ability to
continually anticipate and respond to competitive factors affecting the
industry, including changing outsourcing requirements, new products, changes in
consumer preferences, demographic trends, international, regional and local
economic and financial conditions and our competitors' discount pricing and
promotional programs. As the wireless communications markets continue to mature,
and as the Company seeks to enter into additional markets and offer new
products, we expect that the competition that the Company faces will intensify.
Management believes that our various competitive strengths, principally
including the local presence throughout Western Canada, our developed market
expertise, will enable the Company to compete successfully in the markets in
which it operates, as well as to expand the business into new geographic and
product areas.








3





Financial
information segments





During 2007, the
Company operated two reportable segments: Retail and Commercial. The Retail
segment is comprised of the operations of Wireless Age Communications Ltd. The
Commercial segment is comprised of the operations of Prime Wireless Corporation,
Prime Battery Products Limited, and Wireless Source Distribution
Ltd.





Retail
Segment





The Company
operates nine retail stores and business communications service centers under
the name “The Wireless
Age” in Western Canada.  This business unitgenerates revenues from
the sale of cellular phones and accessories, wireless handheld devices such as
the Blackberry, satellite phones and two-way radios and other wireless devices
and pre-paid cards.  The operation receives activation fees and a
residual percentage of the cellular bills of the subscribers it activates and
has under management. The Wireless Age also generates commission based revenue
from its telephone company partners for activating and signing up subscribers
for other services including high speed internet, digital television and
landline based telephone, and security services.





The Retail segment
has a well known brand name and a strategy of competing on service provided by
its people.  Its core competencies are sales & product training
and service programs which are made possible by the number of stores in the
unit, and constant measurement and feedback.  Its people are very
well-trained, monitored and coached, and are knowledgeable enough to provide
exceptional service and to see and execute upsell opportunities.  The
Company uses numerous direct marketing programs to cross-sell customers to
increase share of wallet by providing all their telecom and entertainment needs,
and generate store traffic.





Commercial
Segment





Wireless Source, part of the
Company’s Commercial business segment distributes prepaid phone cards, wireless
accessories, land mobile radios, batteries and ancillary electronics products
throughout Canada.  It has sales personnel across the country and
warehouse facilities in Regina.





Wireless Source
also generates revenue from its exclusive representation agreement for Canada
with Vertex-StandardTM Inc., a company operating in the Land Mobile Radio (LMR)
business worldwide.  This unit serves two distinct dealer communities:
PCS dealers (mobile phone stores) and Land Mobile Radio (LMR) dealers (two-way
radio shops).





Customers





During fiscal 2007
the Company had in excess of 45,000 retail customers. The Company does not have
a significant concentration of sales with any individual customer and,
therefore, the loss of one of these customers would not have a material impact
on the Retail business. However, the activation commissions and residuals
revenue earned from two major telephone carriers made up 60% of the retail
segment sales. If either of these agreements were terminated it may have a
significant effect on the retail business. For the wholesale segment no single
customer made up more then 10% or more of the wholesale sales and therefore the
loss of any one customer would not have a significant effect on the wholesale
business.





Research and
development





The Company did not
engage in any material research and development activities during the past two
years.





Environmental
matters





The Company is not
aware of any federal, state or local provisions which have been enacted or
adopted regulating the discharge of materials into the environment, or otherwise
relating to the protection of the environment, that will materially effect out
net earnings or competitive position, or result in material capital
expenditures. However, we cannot predict with certainty the potential effect on
our operations of possible future environmental legislation





4





or regulations.
During 2007, there were no material capital expenditures for environmental
control facilities and no such material expenditures are
anticipated.





Suppliers





The Company depends
on a broad selection of high quality, brand-name products to offer its
customers. In turn the success of the Company is dependant on satisfactory and
stable supplier relationships. The Company enters into supply and/or
distribution agreements with its major suppliers. The loss of or disruption in
supply from any one of these major suppliers could have a material adverse
effect on our revenue and earnings. The Company has not experienced any
significant difficulty in maintaining satisfactory sources of
supply.





Intellectual
Property





The Company owns
intellectual propertyincludingthe trade names The
Wireless Age, mmwave, AC Simmonds & Sons and iMobile in addition to several
supplier agreements and distribution agreements. The Company believes that the
intellectual property is an important asset and the Company is not aware of any
facts that could negatively impact our continuing use of any of our intellectual
property. In accordance with the accounting principles generally accepted in the
United States (“GAAP”), our balance sheets only include the cost of acquired
intellectual property.




Recent
Developments:


Renegotiated
TCE Capital Corporation Financing





On
December 13, 2007, Wireless Age entered into a series of agreements to amend the
terms of its loan facility with TCE Capital Corporation (“TCE”).





Wireless Age and
Newlook Industries Corp. (“Newlook”) combined their assets and collateral to
create a new loan facility totaling CAD$2,500,000 (approximately US$2,520,000).
The amended facility includes; 1) a new CAD$1,500,000 (US$1,513,000) 18% per
annum, 3 year term loan and 2) the existing Wireless Age CAD$1,500,000 loan
facility is reduced to CAD$1,000,000 (US$1,007,000). The effective annual
interest rate on latter portion of the new facility is reduced from
approximately 24.6% to approximately 17.9%. The term loan is interest only and
may be retired 18 months into the term on 90 days notice subject to a CAD$75,000
(US$76,000) prepayment penalty.





Newlook is the
controlling shareholder of Wireless Age.





The new facilities
were arranged by way of Wireless Age (and certain of its subsidiaries) and
Newlook (including its subsidiary Onlinetel Corp.) entering into a Factoring
Agreement Amendment Agreement with TCE Capital Corporation. Certain operating
subsidiaries also entered into Cross Guarantee and Postponement of Claim
Agreements of the indebtedness of Newlook to TCE. Wireless Age entered into
Continuing Guarantee and Postponement of Claim Agreements with TCE. Other
documentation customary with transactions of this type was executed by the
various parties. Newlook and Wireless Age agreed that Newlook would become the
primary borrower under the facilities, any indebtedness of Wireless Age would
flow through Newlook.





Acquisition
of Newlook Industries Corp. Securities





During fiscal 2007,
in several private transactions, the Company acquired 2,680,307 common shares
and a warrant to acquire an additional 900,000 common shares at $0.40 each (the
“Warrant” and collectively the Newlook Securities”) of Newlook. Newlook is a
publicly listed entity trading on the TSX Venture Exchange (“TSX-V”) under the
symbol “NLI”.





The Company paid
total cash proceeds of $1,324,618 for the Newlook Securities.








5





The Company
acquired 240,000 Newlook common shares and the Warrant to acquire an additional
900,000 common shares of Newlook from a related party, Eiger Technology Inc.
(“Eiger”).  Eiger is a publicly listed entity trading on the TSX under
the symbol “AXA” and is a shareholder of Newlook. Eiger and Wireless Age have
certain common directors and officers. The Company acquired a total of 1,145,000
Newlook common shares from an unrelated entity, Morningside Capital Limited, a
total of 751,807 Newlook common shares from Brad and Glenn Poulos (former
officers and directors) and a total of 543,500 from unrelated private
investors.





Newlook is the
majority shareholder of Wireless Age by virtue of holding 31,594,767 common
shares which represents a 53% ownership position in Wireless Age. Through these
acquisitions Wireless Age acquired a direct 9.1% ownership interest in Newlook.
In addition in the event all warrants are exercised under the Warrant, Wireless
Age’s ownership position will be increased to 12.1%.





Pursuant to the
terms of the Warrant the Company has the right but not the obligation to acquire
an additional 180,000 Newlook common shares from Eiger on each of March 18,
2008, September 18, 2008, March 18, 2009, September 18, 2009 and March 18, 2010
at CAD$0.40 per common share.





Retail
Acquisition – GL Enns





On November 1,
2007, the Company’s majority owned subsidiary Wireless Age Communications Ltd.
acquired the wireless retail business assets of G.L. Enns Electronics (“GL
Enns”) which is a sole proprietorship of Gordon Enns. The assets include an MTS
Connect Store in Selkirk Plaza, Selkirk, Manitoba including, residuals,
commissions, customer database and other intellectual property.





GL Enns has 3,300
active cellular clients in Manitoba generating residuals.





The purchase price
was $206,800 (CAD$205,000), $105,900 (CAD$105,000) cash at closing and the
balance payable in equal monthly payment of $25,225 on each of January 31,
February 28, March 31 and April 30, 2008.








New
Corporate Office Location





On September 14,
2007, the Company relocated to a new 2,500 square foot corporate office at 3565
King Road, Suite 102, King City, Ontario, Canada L7B 1M3, telephone –
905-833-2753, fax – 905-833-9847





Newlook
Settlement Agreement





On August 3, 2006,
the Company entered into an agreement with Barron Partners LP, an investment
fund based in New York (the “Barron Agreement”), pursuant to which Barron
Partners made an investment in convertible preferred stock (the “Series A
Preferred Shares”) and warrants of the Company. The Series A Preferred Shares
and the warrants (if fully exercised under the initial terms and conditions)
would generate total proceeds of $6.625 million to the Company. At the closing,
the Company received $1,000,000 cash and issued 7,142,900 Series A Preferred
Shares and warrants to purchase 7,500,000 common shares at $0.25 per share and
7,500,000 common shares at $0.50 per share.





Under the terms of
the Barron Agreement the conversion rate of the preferred stock and the exercise
price of the warrants may be adjusted based on whether the Company meets certain
operating performance criteria. The criteria are measured twice, first based on
the operating results of fiscal 2006 and second based on the operating results
of fiscal 2007. During fiscal 2006 the initial $0.14 per share conversion rate
on the preferred stock, the initial $0.25 per share exercise price of the A
warrants and the initial $0.50 per share exercise price of the B warrants, could
be adjusted downward if the Company did not achieve $0.012 pre-tax earnings per
share from continuing operations and excluding non-recurring items during fiscal
2006. The adjustment is limited to a





6





maximum of 50%. The
initial (or adjusted) conversion and exercise prices will again be subject to an
adjustment if the Company does not achieve $0.069 pre-tax earnings per share
from continuing operations and excluding non-recurring items during fiscal 2007.
The adjustment is again limited to 50% based on the 2007 criteria.





The Company
initially recorded a dividend expense on issuance of preferred stock of
$1,707,153 representing the initial value of the conversion feature of the
preferred stock on date of issuance. This non-operating expense arises from
Financial Accounting Standards Board, Emerging Issues Task Force (“EITF”)
abstracts 98-5 and 00-27 and represents a non-cash charge to income representing
the intrinsic value of the beneficial conversion option inherent in the
preferred shares.





On December 31,
2006, the Company recorded an additional $2,141,561 dividend expense to
recognize the incremental value of the conversion feature resulting from not
attaining the fiscal 2006 $0.012 pre-tax earnings per share target. Pursuant to
EITF 98-5 a contingent beneficial conversion feature is measured at commitment
date but is not recognized in earnings until the contingency is
resolved.





Under the terms of
the Barron Agreement, the initial exercise price of certain warrants were
adjusted from $0.25 to $0.125 per share for 7,500,000 A warrants and from $0.50
to $0.25 per share for 7,500,000 B warrants due to the Company’s failure to
attain the minimum pre-tax earnings per share targets. The proceeds from
exercise of the warrants (if fully exercised) were reduced to
$2,812,500.





On June 29, 2007
the Company entered into a Settlement Agreement and Release with
Newlook.





On April 30, 2007,
Newlook acquired a package of Wireless Age securities from Barron Partners that
consisted of:





·
            1,482,400
      common shares


·
            4,192,900
      Series A convertible preferred shares which currently convert into
      8,385,800 common shares


·
            A warrants to
      purchase 5,000,000 common shares at $0.125 per
  share


·
            B warrants to
      purchase 5,000,000 common shares at $0.25 per
  share





Through this
investment Barron Partners assigned to Newlook certain terms and conditions of
their investment in Wireless Age. The terms and conditions included a covenant
that in the event Wireless Age failed to meet certain fiscal 2007 operating
performance targets the conversion rate of the Series A convertible preferred
shares would drop from $0.07 per share to $0.035 per share (which effectively
meant that the preferred shares would convert into 16,771,600 common shares) and
the exercise price of the A and B warrants would reduce from $0.125 to $0.0625
per share and from $0.25 to $0.125 per share, respectively. The terms and
conditions also included a covenant that the Company’s board of directors at all
times must consist of a minimum of 5 directors the majority of which had to be
independent.





Management felt
that the 2007 operating performance targets were unlikely to be met and since
February 4, 2007 the board of directors did not consist of a majority of
independent directors.





On June 29, 2007,
Wireless Age and Newlook mutually agreed to a settlement and release whereby the
Company issued 26,638,267 restricted common shares to Newlook as a full and
complete settlement for all liquidated damages arising from defaults under the
assigned investment agreement, the conversion of preferred stock and the
cashless exercise of all warrants. Under the terms of the settlement and release
the Company agreed to accelerate the effects accruing to Newlook of Wireless Age
not attaining the 2007 operating performance targets. The Company agreed to
issue:





·
            16,771,600
      restricted common shares in exchange for the 4,192,900 Series A preferred
      shares,


·
            6,666,667
      restricted common shares of in exchange for (i) the A Warrants to purchase
      5,000,000 common shares; and (ii) the B Warrants to purchase 5,000,000
      common shares,





7





·
            3,200,000
      restricted common shares in settlement of liquidated damages arising from
      the composition of Wireless Age’s
Board.





In addition, the
Company agreed to appoint Jason Moretto, an officer and director of Newlook, to
the Wireless Age board of directors.





Change
in Control




On June 29, 2007, a
change in control of the Company occurred. As a result of entering into the
Settlement and Release and a Share Exchange Agreement with third parties on June
29, 2007, Newlook owned 31,594,767 shares of the Company's common stock, which
was 53.4% of the total number of issued and outstanding shares of the Company's
common stock as of the date of the agreements.






On June 29, 2007,
Newlook acquired an additional 3,426,500 shares of the Company's common stock
pursuant to the terms and conditions of a Share Exchange Agreement (the "Share
Exchange Agreement") by and among Newlook and Bradley Poulos, Brad Poulos
Holdings, Glenn Poulos, Glenn Poulos Holdings and Sylvain LaFreniere. Pursuant
to the Share Exchange Agreement, Newlook exchanged 1,018,432 shares of Newlook's
securities in exchange for 3,426,500 shares of the Company's common
stock.




mmwave
Bankruptcy





On June 29, 2007,
the Company, pursuant to the laws of the Bankruptcy and Insolvency Act of
Canada, assigned mmwave, a wholly owned subsidiary of the Company, into
bankruptcy. A trustee in bankruptcy took over the financial affairs of mmwave
and was tasked with collecting from the remaining debtors of the Company,
liquidating all remaining assets and distributing any proceeds realized to
creditors according to bankruptcy law.





Sale
of Knowlton Pass





On March 1, 2007, the Company closed
the sale of Knowlton Pass Electronics Inc. (which operated as Wireless Works).
The Company sold all of the issued and outstanding shares of Knowlton Pass to
David MacKinnon (a former employee of the Company) in exchange for a 5 year
promissory note (principal value of such note calculated from final Knowlton
Pass February balance sheet) and the forgiveness by David MacKinnon of
contingent severance obligations otherwise due to him(pursuant to the
terms of his termination in September 2006, David MacKinnon was to receive
severance payments totaling approximately $342,000 over a period of two years
and 8 months). This is discussed in the attached financial
statements.


.


Officer
and Director Resignations





On February 13,
2007, David Valliere resigned as a member of the Board of Directors. On February
19, 2007, Glenn Poulos entered into an agreement with the Company whereby he
resigned as a member of the Board of Directors of the Company, as President of
the Company’s wholly owned subsidiary mmwave and as a Director of mmwave. Under
the provision of the agreement Glenn Poulos will receive a severance of
approximately $122,000 over a one year period. On February 19, 2007, Bradley
Poulos entered into an agreement with the Company whereby he resigned as
President of the Company and as Chairman of the Board of Directors. Under the
provision of his agreement Brad Poulos will receive a severance of approximately
$360,000 over a three year period. With his resignation as an officer of the
Company he became an independent non-executive member of the Board of
Directors.





Brad Poulos and
Glenn Poulos agreed to return 900,000 and 1,000,000 shares of the Company’s
common stock, respectively, issued as a special bonus during the month of August
2006 subject to receiving three year warrants to purchase the same number of
shares of the Company’s common stock exercisable at $0.15 per share. At the time
of issuance, Brad Poulos directed the Company to issue 100,000 of his 1,000,000
share bonus to Gary Hokkanen, the Company’s Chief Financial Officer. Gary
Hokkanen also agreed to return 100,000 shares of the Company’s common stock
issued as a special bonus and will receive warrants on the same replacement
basis as Brad Poulos and Glenn Poulos.








8





On May 16, 2007 the
Company announced the resignation of Bradley John Poulos as a director of
Wireless Age.





Brad Poulos was
appointed a director of Wireless Age in March 2005 and became chairman of the
board in April 2006. In February 2007 he resigned as chairman but remained as a
director. He also served as President and CEO from September 2005 through
February 2007.





Appointment
of New Chief Executive Officer





On February 4,
2007, Brad Poulos resigned as Chief Executive Officer of the Company. On the
same date, the Board appointed John Simmonds as a director and as the Company’s
interim Chief Executive Officer.  In addition, the Board has appointed
Carrie Weiler, the Company’s Corporate Secretary, as a director.





Subsequent
Events:





Callmore
Acquisition





On March 20, 2008,
the Company acquired all of the business assets of Callmore Communications Inc.
for $100,880) (CAD$100,000), $25,220 (CAD$25,000) paid at closing and $25,220
paid in three consecutive monthly payments beginning April 1, 2008. The Callmore
business assets will be utilized within the Commercial operating
segment.





Stock
Repurchases





In January 2008,
the Company acquired 691,500 shares of its common stock in private transactions
with several third parties at an average share price of CAD$0.19 per share. The
Company acquired the shares for cash consideration of CAD$107,400 and debt
forgiveness of approximately CAD$25,000.





The Company
acquired a further 87,300 of its common stock during the month of February 2008
under a stock repurchase plan at an average share price of US$0.315 per share.
The Company previously informed shareholders it intends to acquire up to
5,000,000 shares under a Rule 10b-18 stock repurchase plan during calendar 2008.
To date, including private transactions outside of the Rule 10b-18 plan, the
Company has acquired a total of 778,800 shares of common stock for cancellation
at an average price of US$0.205 per share.





Exercise of Option
to Acquire Newlook Securities





On March 8, 2008,
The Company exercised an option to acquire 180,000 common shares of Newlook in
exchange for a cash payment of $72,634 (CAD$72,000).





Item
      2.  Description of
Property.





The executive
offices of Wireless Age are located at 3565 King Road, Suite 102, King City,
Ontario, Canada L7B 1M3, (telephone – 905-833-2753, fax –
905-833-9847.  Wireless Canada's and Wireless Source's offices are
located at 1408 Broad Street, Regina, Saskatchewan, Canada, S4R 1Y9 (tel.
306-751-7720, fax 306-751-7726).  The Wireless Canada and Wireless
Source offices consist of approximately 4,000 square feet. Wireless Canada's
retail operations consist of nine retail stores located in Saskatchewan and
Manitoba, Canada.  The following is a summary of the retail, warehouse
and office locations:





9











Address
            Square
      Feet
            Leased/Owned
            Expiry of
      Lease1408B Broad
      Street, Regina (office)
            2,000
            Leased
            Month to
      month3565 King
      Road, Suite 102, King City
            2,500
            Leased
            September
      2012





Retail:


2223 Victoria
      Ave. East, Regina
            675
            Leased
            Month to
      month1401 Broad
      Street, Regina
            3,996
            Leased
            November
      20104131 Rochdale
      Blvd., Regina
            1,255
            Leased
            March
      20092325 Preston
      Ave., Saskatoon
            403
            Leased
            Month to
      month300 Circle
      Dr., Saskatoon
            3,250
            Leased
            July
      2010105-3393
      Portage Ave. Winnipeg
            1,545
            Leased
            November
      2008Unit 76,
      Cityplace, Winnipeg
            576
            Leased
            June
      2007Unit 247-393
      Portage Ave., Winnipeg
            777
            Leased
            November
      2011Unit 209,
      Garden City Center, Winnipeg
            2,071
            Leased
            December
      2008Unit 8,
      Selkirk Town Plaza, Selkirk
            600
            Leased
            May
      2008





Investment
Policies.  The Company does not currently make real estate
investments and has not established specific policies in regard to real estate
investments. There are currently no limitations on the percentage of assets
which may be invested in any one investment, or type of
investment.  The Company may establish or change its policies in such
regard without a vote of security holders.  The Company may acquire
real property assets in the future, at which date a determination will be made
by the Board of Directors whether such investment is to be made primarily made
for possible capital gain or primarily for income.





Item
      3.  Legal Proceedings.





To the knowledge of
the Company, there are no other material pending legal proceedings to which the
Company is a party or of which any of its property is subject and Company
management is not aware of any threatened proceedings by any other person,
organization or governmental authority.





Item
4.  Submission of Matters to a Vote of Security Holders.





No matters were
submitted to a vote of security holders during the fourth quarter
2007.







10














PART
II





Item
      5.  Market for Common Equity and Related Stockholder
      Matters.





Market
Information




The price per share
of Company Common Stock is quoted on the NASD’s OTC Bulletin Board under the
symbol “WLSA”. Prior to October 29, 2003 the Company’s stock did not
trade.




The following table
sets forth for the periods indicated the high and low close prices for the
Common Shares in U.S. Dollars.  These quotations reflect only
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not represent actual transactions.









Quarter
    Ended
            
            High
            
            
            LowMarch 31,
      2005
            
            $
            0.86
            
            
            $
            0.41June 30,
      2005
            
            $
            0.63
            
            
            $
            0.49September 30,
      2005
            
            $
            0.55
            
            
            $
            0.39December 31,
      2005
            
            $
            0.49
            
            
            $
            0.30March 31,
      2006
            
            $
            0.43
            
            
            $
            0.32June 30,
      2006
            
            $
            0.38
            
            
            $
            0.22September 30,
      2006
            
            $
            0.36
            
            
            $
            0.24December 31,
      2006
            
            $
            0.25
            
            
            $
            0.17March 31,
      2007
            
            $
            0.26
            
            
            $
            0.06June 30,
      2007
            
            $
            0.15
            
            
            $
            0.07September 30,
      2007
            
            $
            0.15
            
            
            $
            0.09December 31,
      2007
            
            $
            0.29
            
            
            $
            0.12








Shareholders





As of December 31,
2007, the Company had approximately 3,948 shareholders of record.





Dividends





The Company does
not expect to pay a cash dividend on its common stock in the foreseeable
future.  Payment of dividends in the future will depend on the
Company’s earnings and its cash requirements at that time.





Securities
Authorized For Issuance Under Equity Compensation Plans





None





2007 Equity
Securities Issuances





During fiscal 2007,
the Company issued 357,157 restricted shares of its common stock to Max
Communications, Inc., valued at $25,715, as consideration for consulting
services provided.





Also during fiscal
2007, the Company issued to Newlook the following securities:





·
            16,771,600
      restricted common shares in exchange for the 4,192,900 Series A preferred
      shares,


·
            6,666,667
      restricted common shares of in exchange for (i) the A Warrants to purchase
      5,000,000 common shares; and (ii) the B Warrants to purchase 5,000,000
      common shares,


·
            3,200,000
      restricted common shares in settlement of liquidated damages arising from
      the composition of Wireless Age’s
Board.











11








The Company entered
into the aforementioned transactions in reliance upon the exemption from
securities registration afforded by Section 4(2) of the U.S. Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder,
including Regulation S.





Item
      6.
            Management’s
      Discussion and Analysis or Plan of
Operation.





Certain matters
discussed in this Annual Report may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and as such
may involve risks and uncertainties. These forward-looking statements relate to,
among other things, expectations of the business environment in which the
Company operates, projections of future performance, perceived opportunities in
the market and statements regarding the Company's goals. The Company's actual
results, performance, or achievements expressed or implied in such
forward-looking statements may differ.





Overview





The Company
operates its business through several subsidiaries and is classified into two
operating segments;





1) Retail,
and


2)
Commercial.





Wireless Age’s
Retail segment is operated through its subsidiary Wireless Age Communications
Ltd., which is in the business of operating retail cellular and
telecommunications outlets in cities in Western Canada. In addition, the Company
operates its Commercial operating segment through its wholly owned subsidiaries
Wireless Source Distribution Ltd., Prime Wireless Corporation and Marlon
Distribution Ltd.





Wireless Age’s
business operations primarily focus on provision of wireless telecommunications
systems products and service solutions to wholesalers, distributors, retailers
and end-users in Canada. Wireless Age operates 9 retail stores, a corporate
sales force, a rental center and service department focused on selling wireless
solutions. The Company maintains significant business relationships with
SaskTel, the leading full service communications company in Saskatchewan, and
Manitoba Telecom Services in Manitoba. The Company’s presence in the cellular,
land mobile radio, satellite, fixed wireless and battery solutions markets
allows it to bundle a full spectrum of products at the distributor, wholesaler
and retail level across Canada.





Starting late in
fiscal 2006 and ending during fiscal 2007 the Company undertook a process of
reviewing all non-profitable divisions, sub-categories, lines of business or
segments for their long term viability. Through this process the Company came to
the conclusion that the Knowlton Pass business unit (component of the Commercial
operating segment that operates under the name Wireless Works) was non-strategic
in the long run, difficult to fund and placed the unit for sale. On March 1,
2007 the Company disposed of this business unit. For all period described in
this report, the operating results of the Wireless Works business unit have been
classified as discontinued operations. On June 29, 2007, the Company assigned
the financially troubled mmwave business into bankruptcy. The operating results
of mmwave have also been classified as discontinued operations throughout this
report.





The Companyrecorded significant impairment charges
during fiscal 2006.The
fiscal2006 impairment
charge reflectedadjustments to the carrying value of certain commercial segment assets arising
from subsequent eventsoccurringduring the first quarter of fiscal
2007. The condition existed at December 31, 2006 and therefore the Companyadjustedthe carrying value of these assets at
year end.





Results
of Operations





Twelve
months ended December 31, 2007 and 2006





Continuing
Operations





The Company
recorded earnings from continuing operations of $575,100 during the twelve month
period ended December 31, 2007 compared to a loss of $510,925 in the comparative
period a year ago. Earnings from discontinued operations during the twelve month
period ended December 31, 2007 was $1,642,319 compared to a loss of $5,567,626
during the twelve month period ended December 31, 2006. During fiscal 2006 the
Company recorded a deemed dividend on preferred stock representing the fair
value of beneficial conversion feature associated with the
Company’s





12














Series A
convertible preferred stock of $3,848,714. During fiscal 2007 the Company
recorded a similar charge of $2,515,767. Including the deemed dividends
described above, the net loss attributable to common shareholders during fiscal
2007 was $298,348 and $9,927,265 during fiscal 2006.





The improvement in
results from continuing operations during fiscal 2007 was due to significant
restructuring steps carried out by management. Several unproductive and
unprofitable operations were closed and corporate overhead responsibilities were
realigned and refocused on long term stable business opportunities. Throughout
this process the underlying key retail and distribution operations in western
Canada grew significantly.





Consolidated
Revenues





Consolidated
revenues from continuing operations during the twelve month period ended
December 31, 2007 were $32,682,756 compared to $24,127,026 during the twelve
month period ended December 31, 2006, representing a strong 35% increase in
revenues year over year.





Retail Segment
Revenues





Retail segment
revenues were $17,742,726 for the twelve month period ended December 31, 2007
compared to $13,875,641 for the comparative period ended December 31, 2006. The
Retail revenues are generated from 9 retail stores in Regina, Saskatoon, Selkirk
and Winnipeg, Canada. The year over year growth in revenues was 28% and can be
considered all organic growth.





Retail segment
revenues during the year ended December 31, 2007 and 2006 can be broken down
into the following subcategories:





2007
              
              
              2006Cellular
      hardware, radios and accessories
              
              
              13,032,602
              
              
              
              10,098,128Activation
      commissions and residuals
              
              
              4,218,396
              
              
              
              3,457,384Equipment
      rentals
              
              
              491,728
              
              
              
              320,129Total
      Revenue
              
              
              17,742,726
              
              
              
              13,875,641





Cellular hardware,
radios and accessories sales are transaction based sales which grew
approximately 29% year over year. Activation commissions are earned when a
customer enter into contracts on a multi year basis with one of our two major
telephone carriers. The Company also receives residual payments from the
carriers based on the usage of the client under contracts sold through our
channel. Activation commissions and residual payments grew by approximately 22%
during fiscal 2007. Equipment rental revenues increased by approximately 54% in
2007.





Management believes
that retail sales of cellular hardware will be stable and continue to rise as
the acceptance and availability of wireless technology continues to grow and as
a portion of the current subscribers upgrade their hardware. Management also
believes that the Company will continue to grow by adding new contracts, however
residual revenues are under pressure from carriers who are taking steps to
improve the profitability of their businesses. Comparatively more growth has
arisen from the sale of new products to our customers than increases in residual
payments.





Commercial Segment
Revenues





Commercial segment
revenues from continuing operations were $14,940,030 for the period ended
December 31, 2007 compared to $10,251,385 for the same period ended December 31,
2006.  The year over year growth of Commercial segment revenues was
46%, sales of products and services increased by approximately 47% while
commission revenues declined by 13%.








13





Sales of the
commercial segment during the year ended December 31, 2007 and 2006 can be
broken down into the following subcategories:





2007
            
            
            2006Sale of
      tangible products
            
            $
            14,803,335
            
            
            $
            10,093,437Activation
      commissions and residual payments
            
            
            136,695
            
            
            
            157,948$
            14,940,030
            
            
            $
            10,251,385





A substantial
portion of the sales growth year over year arose from the sale of prepaid phone
cards and e-Pins.





Consolidated Margin
on Products and Services





Consolidated margin
on products and services from continuing operations during the twelve month
period ended December 31, 2007 was $8,396,602 compared to $6,897,054 for the
comparative period in 2006. Margin is described herein as a non-GAAP measurement
representing sales less product costs. Margin as a percentage of sales was 25.7%
in 2007 and 28.6% in 2005. Due the Commercial business segment comprising a
comparatively larger proportion of the overall business, the margin as a
percentage of revenue has declined. Management completed a retail acquisition
late in fiscal 2007 in order to take steps to address the declining margin
percentage.





Retail Segment
Margin on Products and Services





Retail segment
margin on products and services during the twelve month period ended December
31, 2007 was $7,267,282 compared to $5,831,721 for the comparative period in
2006. Margin as a percentage of sales was 42.0% in 2006 and 41.0% in 2007.
Retail margins are higher than those in the Commercial segment because they are
affected by residual payments received from carriers that do not have a direct
cost of sale. The year over year reduction in margin as a percentage of revenues
within the Retail segment is reflective of the pressures applied by carriers to
reduce handset prices and hence margins to retailers. A proportionately higher
portion of margins are earned through activation commissions and handset
sales.





Commercial Segment
Margin on Products and Services





Commercial segment
margin on products and services from continuing operations during the twelve
month period ended December 31, 2007 was $1,129,320 compared to $1,065,333 for
the comparative period in 2006. Commercial segment margins are generally less
than the Retail segment margins. The decrease in Commercial segment margin on a
percentage of sales basis is attributable to proportionately more revenue
arising within the Commercial segment from lower margin prepaid cards and
e-Pins.





Consolidated
Operating Expenses





Consolidated
selling and administrative expenses from continuing operations during the twelve
month period ended December 31, 2007 were $6,154,004 compared to $6,026,815
during the twelve month period ended December 31, 2006. Generally selling and
administrative expenses grew commensurately with rising activity levels of the
Company. Most categories of expenses were higher than the previous year with the
exception of professional fees.





Consolidated
selling and administrative expenses, during the twelve month period ended
December 31, 2005 and 2006 are as follows:





2007
            
            
            2006General &
      administrative
            
            $
            1,002,989
            
            
            $
            965,624Occupancy
            
            
            585,826
            
            
            
            543,750Professional
      fees
            
            
            497,826
            
            
            
            726,563Wages &
      benefits
            
            
            4,067,363
            
            
            
            3,490,878Uncollected
      management fees
            
            
            -
            
            
            
            300,000Total
            
            $
            6,154,004
            
            
            $
            6,026,815











14





Wages and benefits
from continuing operations increased from $3,490,878 during the year ended
December 31, 2006 to $4,067,363 during the year ended December 31, 2007. The
increase is attributable to higher levels of activity associated with variable
compensation arrangements within the retail operating segment.





General and
administrative expenses from continuing operations, which consist of travel,
entertainment, automotive, advertising, office and other general miscellaneous
costs, totaled $1,002,989 during the twelve month period ended December 31, 2007
compared to $965,624 in the prior year.





Selling and
administrative expenses in the prior year included a $300,000 special charge
associated with uncollected management fees from Lumonall Inc. (formerly Midland
International Corporation).





Occupancy costs,
which consist of rent, insurance, utilities and maintenance, totaled $585,826
during the twelve month period ended December 31, 2007 compared to $543,750 in
the comparative period in the prior year.





Professional fees,
which consist of legal, accounting, director’s fees, management fees and other
miscellaneous similar costs, totaled $497,826 during the twelve month period
ended December 31, 2007 and $726,563 in the prior year. Professional fees were
reduced through strict cost cutting and monitoring steps taken by management
during the reorganization process.





Amortization
expense during the twelve month period ended December 31, 2007 was $275,410
compared to $258,452 during the comparative period in the prior year.
Amortization expense represents the continued amortization of the Company’s
capital assets acquired in acquisitions and the amortization of fair market
value of the residual premiums acquired in the Retail operating
segment.





During the year
ended December 31, 2006, the Company wrote off its investment in Lumonall, which
consisted of $300,000 in uncollected management fees (such amount included in
selling and administrative expenses) and $129,114 of cash advances over and
above the services provided to Lumonall. On December 31, 2006, the Company sold
4,860,000 Midland common shares for cash proceeds of $48,600. The gain on
disposal has been included in other expenses. During fiscal 2007 the Company
recovered $150,000 from Lumonall and recorded it as a recovery on the note
receivable.





Other expenses
totaled $427,552 during the twelve month period ended December 31, 2006 and
compared to other expenses of $1,302,050 during the year ended December 31,
2007.





2007
            
            
            2006Interest
      expense
            
            $
            252,021
            
            
            $
            428,825Foreign
      exchange losses
            
            
            50,355
            
            
            
            34,820Financing
      expense
            
            
            999,674
            
            
            
            -(Gain) on
      investments
            
            
            -
            
            
            
            (48,600
            )Share of loss
      of equity accounted investment
            
            
            -
            
            
            
            12,507Total
            
            $
            1,302,050
            
            
            $
            427,552





Interest expense
decreased from $428,825, during the twelve month period ended December 31, 2006
to $252,021 during the twelve month period ended December 31, 2007. The decrease
is attributable to lower average levels of borrowing under the asset based loan
facility organized during the month of January 2006.





During the year
ended December 31, 2006, the Company recorded foreign exchange gains of $34,820
arising from the translation of Canadian dollar denominated assets and
liabilities into US dollars. During the year ended December 31, 2007 the Company
recorded foreign exchange losses totaling $50,355.





The Company
recorded financing charges of $999,674 (which did not require a cash outlay) in
fiscal 2007. The financing charges are associated with the issuance of 6,666,667
common shares for the cancellation of 10,000,000 warrants and the issuance of
3,200,000 common shares for liquidated damages associated with certain covenant
breaches.





The Company
recorded a deemed dividend on preferred stock of $2,515,767 during the twelve
month period ended December 31, 2007 representing a charge to income for
reducing the conversion rate of the preferred stock from $0.07 to $0.035 per
share. This non-operating expense arises from Financial Accounting Standards
Board, Emerging Issues





15





Task Force
abstracts 98-5 and 00-27 and represents a non-cash charge to income representing
the intrinsic value of the beneficial conversion option inherent in the August
preferred share and warrant financing. During the second quarter of fiscal 2007
management felt that the 2007 operating performance targets associated with the
August 2006 financing were unlikely to be met and agreed to accelerate the
effects of not attaining the targets. During the twelve month period ended
December 31, 2006, the Company recorded a similar deemed dividend of $3,848,714
upon issuance of the preferred stock and as a result of not attaining fiscal
2006 earnings per share targets.





During fiscal 2006
the Company reversed deferred income taxes of $566,046 recognized during fiscal
2005 due to the Company’s inability to generate net profits in the near term.
During fiscal 2007 the Company recorded deferred income taxes of $240,038
associated with new accounting pronouncements.





The basic net
earnings per share from continuing operations for the twelve month period ended
December 31, 2007 was $0.012. The loss per share from continuing operations was
$0.017 during the twelve month period ended December 31, 2006. The net loss per
share attributable to common shareholders (after discontinued operations,
explained below, and deemed dividends and financing expense) was $0.006 in
fiscal 2007 and $0.339 in fiscal 2006.





Discontinued
Operations





As of December 31,
2007, the operating results of Knowlton Pass business unit (which operates as
Wireless Works within the Commercial segment) and mmwave have been classified as
discontinued operations. The comparative figures for 2006 have been reclassified
also to reflect the same treatment.





Earnings from
discontinued operations during fiscal 2007 were $1,642,319 compared to a loss of
$5,567,626 in the comparative period in the prior year. The current years
earning primarily arise from the disposition of Knowlton Pass, an entity in
which liabilities exceeded assets and assignment of mmwave into bankruptcy.
Through the disposition of mmwave the Company recorded a significant gain due to
the elimination of an entity with a large net asset deficit. The Company did not
receive any consideration due to the bankruptcy but will record a gain if
amounts are recovered from the bankrupt estate.





Revenues of
discontinued operations during the year ended December 31, 2007 were $982,480
($900,379 from the operations of mmwave and $82,101 from Knowlton Pass) compared
to $9,964,361 ($9,465,821 from mmwave and $498,540 from Knowlton Pass) in the
prior year. Costs and expenses during fiscal 2007 totaled $3,051,733 ($2,351,207
from mmwave operations, $87,234 from Knowlton Pass and $613,292 incurred at the
parent company level but associated with the bankruptcy of mmwave). Costs and
expenses during fiscal 2006 totaled $12,564,431 and broke down as mmwave costs
of $10,903,095 and $1,661,336 of Knowlton Pass costs. During fiscal 2006 the
Company recognized impairment charges of $2,967,556 of which $244,337 were
associated with Knowlton Pass write downs $2,703,219 associated with mmwave
charges and $20,000 impairment of the Company’s investment in Infinity
Capital.





By disposing of
both these business units the Company recorded a gain of $3,711,572 in fiscal
2007. The gains arose from disposing of net asset deficits of $315,800 for
Knowlton Pass and $3,395,772 for mmwave.





Critical
Accounting Policies and Estimates





The discussion and
analysis of results of operations and financial condition are based upon the
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP).
The preparation of these consolidated financial statements requires management
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. Management evaluates the estimates on an on-going basis,
including those related to bad debts, inventories, investments, customer
accounts, intangible assets, income taxes, and contingencies and litigation.
Management bases its estimates on historical experience and on various other
assumptions that they believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions. Note 2 of the "Notes to Consolidated Financial Statements" includes
a summary of the significant accounting policies and methods used in the
preparation of the consolidated financial statements. The following is a brief
description of the more significant accounting policies and methods the Company
uses.








16





Acquisitions
and Business Combinations




The Company accounts for acquisitions
and business combinations under the purchase method of accounting. The Company
includes the results of operations of the acquired business from the acquisition
date. Net assets of the companies acquired are recorded at their fair value at
the acquisition date. The excess of the purchase price over the fair value of
net assets acquired are included in goodwill and intangible assets in the
accompanying consolidated balance sheets.





Intangibles,
Goodwill and Other Assets





The Company adopted SFAS No 142,
“Goodwill and Other Intangible Assets”.  SFAS No. 142 does not permit
the amortization of goodwill and indefinite-lived intangible
assets.  Instead, these assets must be reviewed annually (or more
frequently under prescribed conditions) for impairment in accordance with this
statement.  If the carrying amount of the reporting unit’s goodwill or
indefinite-lived intangible assets exceeds the implied fair value, an impairment
loss is recognized for an amount equal to that excess.  Intangible
assets that do not have indefinite lives are amortized over their useful
lives.





The Company
regularly reviews all of its long-lived assets, including goodwill and other
intangible assets, for impairment whenever events or changes in circumstances
indicate that the carrying value may not be recoverable based on undiscounted
cash flow. Factors the Company considers important that could trigger an
impairment review include, but are not limited to, significant underperformance
relative to historical or projected future operating results, significant
changes in the manner of use of the acquired assets or the strategy for the
Company’s overall business, and significant negative industry or economic
trends. When management determines that an impairment review is necessary based
upon the existence of one or more of the above indicators of impairment, the
Company measures any impairment based on a projected discounted cash flow method
using a discount rate commensurate with the risk inherent in our current
business model. Significant judgment is required in the development of projected
cash flows for these purposes including assumptions regarding the appropriate
level of aggregation of cash flows, their term and discount rate as well as the
underlying forecasts of expected future revenue and expense. To the extent that
events or circumstances cause assumptions to change, charges may be required
which could be material.





Residual premiums are amounts paid for
future residual revenue of retail cellular and telecommunications subscriber
business recorded at cost less accumulated amortization.  Amortization
is provided for on a straight-line basis over five years.  Agency fees
are amortized over the term of the related agreement (ten years) on a straight
line basis.





Fair Value of Financial
Instruments




The carrying value
of cash and cash equivalents, receivables, bank indebtedness, accounts payable
and accrued liabilities income taxes payable and customer deposits approximates
fair value because of the short maturity of these instruments.  The
carrying value of long-term debt, obligations under capital lease and due to and
from related parties also approximates fair value.  Unless otherwise
noted, it is management’s opinion that the Company is not exposed to significant
interest, currency or credit risk arising from these financial
instruments.





Investments





Investments are
recorded as available for sale marketable securities, held to maturity
investments or investments over which the Company has the ability to exercise
significant influence.





Available for sale
marketable securities are recorded at fair value and unrealized gains and
losses, net of tax are recorded separately in stockholders’ equity. Realized
gains or losses and other than temporary declines in value are reported in other
income or expense as incurred.





Held to maturity
investments and are recorded at amortized cost. Any unrealized losses which are
considered “other than temporary” are classified as realized losses through
operations.





Investments in
other entities are accounted for using the equity method or cost basis depending
upon the level of ownership and/or the Company's ability to exercise significant
influence over the operating and financial policies of the investee. Investments
of this nature are recorded at original cost and adjusted periodically to
recognize the Company's proportionate share of the investees’ net income or
losses after the date of investment. When net losses from an equity accounted
for investment exceed its carrying amount, the investment balance is reduced
to





17





zero and additional
losses are not provided for. The Company resumes accounting for the investment
under the equity method when the entity subsequently reports net income and the
Company's share of that net income exceeds the share of net losses not
recognized during the period the equity method was suspended. Investments are
written down only when there is clear evidence that a decline in value that is
other than temporary has occurred. When an equity accounted for investee issues
its own shares, the subsequent reduction in the Company's proportionate interest
in the investee is reflected in income as a deemed dilution gain proportionate
interest in or loss on disposition.





Financial
Condition





The financial
condition of the Company has significantly improved during fiscal 2007. The
working capital deficit of approximately $3,600,000 at the beginning of the year
improved to a surplus of almost $900,000 at year end. The stockholders’
deficiency has improved from a deficit of $2,170,739 at the beginning of the
year to equity of $1,191,389. The improvement is the result of the disposal of
Knowlton Pass and mmwave during fiscal 2007. Knowlton Pass was sold and mmwave
was assigned into bankruptcy. Fiscal 2007 has been a year of restructuring and
many of the steps initiated by management have made a favourable impact on the
Company’s financial condition. The Company also made an investment in common
shares of Newlook, its controlling shareholder, which have appreciated in value
and under generally accepted accounting principles the Company carries the
securities at fair value.





The Company’s total
assets increased from $8,208,131 at December 31, 2006 to $10,237,432 at December
31, 2007. The increase in total assets during the year ended December 31, 2007
is attributable to significant increase in current assets, primarily due to
rising activity levels in the remaining restructured business units of the
Company.





Current assets
increased from $6,296,485 at the end of fiscal 2006 to $8,937,949 at the end of
fiscal 2007. Current assets at December 31, 2006 (which included assets of the
discontinued operations) consisted of cash balance of $285,030, accounts
receivable of $3,654,885, inventories of $1,816,623, work in progress of
$225,549, current portion of due from related of $90,003, prepaid expenses of
$105,163 and assets of discontinued operations of $119,234. During fiscal 2007,
cash balances declined by approximately $181,000, receivables increased by
approximately $277,000, inventory increased by $622,000, work in progress
decreased by approximately $225,000 to zero, due from related parties decreased
by approximately $90,000 to zero, prepaid expenses increased by approximately
$38,000 and the Company disposed of assets of discontinued operations of
approximately $119,000. Most of the movements in these balances arose from
normal business operations. However, the biggest contributor to the increase in
current assets was the Company’s investment in common shares of Newlook. The
Company acquired 2,680,307 common shares and options to acquire a further
900,000 common shares of Newlook for total cash consideration of $1,324,618. At
December 31, 2007 the fair value of the 2,680,307 common shares was $1,919,765
based on the closing share price of CAD $0.71 and the fair value of the options
was $400,552 based on a Black-Scholes valuation model.  Accordingly
the company recorded a $995,699 unrealized gain on marketable securities within
accumulated other comprehensive income.





Capital assets, net
of accumulated depreciation decreased from $1,239,129 at December 31, 2006 to
$726,341 at December 31, 2007. The decrease is the result of capital assets
disposed of associated with mmwave which at December 31, 2006 were classified as
continuing operations assets. During the year the Company expended approximately
$396,000 in capital assets, approximately $104,000 in leasehold improvements for
the 3565 King Road corporate office and approximately $292,000 in the retail
operating segment for store improvements and computer equipment.





Intangible assets
increased from $202,750 at the beginning of the year to $332,116 at the end of
fiscal 2007. The net increase is the result of the acquisition of the Selkirk
retail operation, the purchase price of which was all accounted for as an
increase to intangible assets (being residual payments).





Goodwill associated
with acquisitions that have occurred over the last several years was static at
$241,026 throughout the period.





Assets of
discontinued operations (Knowlton Pass) of $228,741 at the beginning of the year
were sold effective March 1, 2007.





Total liabilities
were reduced from $10,377,587 at December 31, 2006 to $9,044,760 at December 31,
2007. The decrease is primarily attributable to the disposition of mmwave and
Knowlton Pass. During fiscal 2007 current





18





liabilities
decreased by approximately $1,800,000 and non-current liabilities increased by
approximately $500,000.





Current liabilities
as at December 31, 2006 consisted of $1,983,345 of loans, accounts payable and
accrued liabilities of $6,807,039, deferred revenue and customer deposits of
$169,373, shareholder loans of $178,569, current portion of capital lease
obligations of $166,518 and liabilities of discontinued operations (Knowlton
Pass) of $587,611. Since December 31, 2006, the asset based loans have been
renegotiated with approximately $2,000,000 in debt paid off (but redrawn by
approximately $191,000 through an agreement with Newlook). Accounts payable and
accrued liabilities have increased by approximately $400,000 and deferred
revenue and customer deposits have increased by approximately $37,000. Late in
fiscal 2007 the Company issued a note payable for acquisition of the Selkirk
store of approximately $101,000, shareholder loans of approximately $179,000
have been transferred to discontinue operations and current portion of lease
obligations have been reduced by approximately $138,000. And lastly liabilities
of discontinued operations have reduced by approximately $274,000. Changes in
current liability balances have all been associated with normal business
activity or the disposition of mmwave and Knowlton Pass.





Non-current
liabilities increased by approximately $500,000 from $485,132 at the beginning
of the year to $998,066. The increase is attributable to an increase of
approximately $870,000 in potential tax obligations recorded by the Company
through the adoption of FASB Interpretation No. 48, Accounting for the
Uncertainty for Income Taxes (“FIN 48”). Under FIN 48 the Company is obligated
to record tax, interest and penalties associated with tax filing positions that
more likely than not would not stand tax authority scrutiny.





Non-controlling
interest remained unchanged at $1,283 throughout the year. As at December 31,
2007, the Company holds approximately 99.7% of this entity.





The stockholders’
equity/(deficiency) improved from a deficiency of $2,170,739 at the beginning of
the year to a surplus of $1,191,389 at the end of the current year. The
improvement is attributable to:





·
            an increase
      in additional paid-in capital of $190,000 arising from issuances of
      warrants to purchase 2,000,000 common shares issued to former and current
      officers and directors,


·
            a decrease in
      additional paid-capital of $190,000 representing the repurchase of
      warrants to purchase 2,000,000 common shares issued earlier in the
      year,


·
            an adjustment
      to additional paid in capital of $2,515,767 representing the intrinsic
      value of a beneficial conversion feature associated with the conversion
      rights of preferred stock issued in the prior
  year,


·
            a charge to
      the accumulated deficit representing a deemed dividend of
      $2,515,767,


·
            an increase
      to common stock and additional paid in capital of $673,274 representing
      6,666,667 common shares issued to repurchase 5,000,000 A warrants and
      5,000,000 B warrants,


·
            an increase
      to common stock and additional paid in capital of $326,400 representing
      3,200,000 common shares issued to settle liquidated damages associated
      with breaches under a financing
agreement,


·
            an increase
      to common stock and additional paid in capital of $25,715 representing
      357,157 common shares issued for consulting services
    provided,


·
            a $158,963
      reduction of additional paid-in capital arising from the repurchase of
      2,500,000 A warrants and 2,500,000 B
warrants,


·
            an adjustment
      to opening deficit of $625,856 representing the effect of adopting
      accounting pronouncement FIN 48,


·
            an decrease
      in other comprehensive income of $91,560 associated with foreign currency
      translation differences of Canadian dollar denominated consolidating
      financial statements,


·
            an increase
      to other comprehensive income of $995,699 arising from unrealized holding
      gains on marketable securities, and


·
            earnings of
      $2,217,419 for the year.








Liquidity
and Capital Resources





As at December 31,
2007, the Company had current assets of $8,937,949 and current liabilities of
$8,046,694, indicating working capital of $891,255. The Company’s working
capital ratio increased from 0.64 at the beginning of the year to 1.11 at
December 31, 2007. The financial position of the Company has
improved





19





substantially
during fiscal 2007 and hence the Company’s liquidity and capital resources
also.





Cash provided by
operating activities from continuing operations amounted to $3,059,587 during
fiscal 2007, primarily as a result of the net earnings adjusted for non cash
items and various changes in operating assets and liabilities. Cash used in
investing activities from continuing operations during the year amounted to
$1,827,311, primarily consisting of cash used to acquire marketable securities,
property, plant and equipment and intangible assets offset by collections from
related parties. Cash used in financing activities from continuing operations
during the year amounted to $1,665,779 and represented repayment of loan
facilities and the repurchase of outstanding warrants. The cumulative affect of
all these changes resulted in a net decrease in cash from continuing operations
of $443,503 for the twelve month period ended December 31, 2007.





The Company
experienced a net increase in cash from discontinued operations of $262,574.
Cash used in operating activities from discontinued operations totaled $834,845,
cash used in investing activities of discontinued operations totaled $786,369
and cash provided by financing activities from discontinued operations totaled
$1,883,788.





Overall between
continuing operations and discontinued operations the cash balances of the
Company decreased by $180,929.





Off-Balance Sheet
Arrangements





The Company does
not have any material off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on its financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital
resources.





Contractual
obligation and commitments





The Company has a
variety of contractual debt obligations and other commercial commitments that
represent prospective cash requirements in addition to any capital expenditure
programs. The following is a summarized table of contractual obligations. See
additional details in Notes 9 and 17 to the Consolidated Financial
Statements.


.


Total
            
            
            Short-term
            
            
            1-3
      Years
            
            
            4-5
      YearsDebt and
      capital  lease obligations
              (principal
      portion)
            
            $
            62,195
            
            
            $
            29,155
            
            
            $
            29,672
            
            
            $
            3,368Capital lease
      obligations (interest portion)
            
            
            8,179
            
            
            
            4,047
            
            
            
            4,079
            
            
            
            53Tax
      obligations pursuant to FIN 48
            
            
            865,894
            
            
            
            865,894
            
            
            
            -
            
            
            
            -936,268
            
            
            
            899,096
            
            
            
            33,751
            
            
            
            3,421Premise and
      equipment leases
            
            
            779,800
            
            
            
            307,771
            
            
            
            424,374
            
            
            
            47,655Total cash
      obligations
            
            $
            1,716,068
            
            
            $
            1,206,867
            
            
            $
            458,125
            
            
            $
            51,076





In addition the
Company is contractually obligated as follows:





1.
            The Company
      has pledged its assets to an asset based lender which has loaned amounts
      to Newlook as the primary borrower. The Company is obligated to repay
      these loans if Newlook is unable to do so. As at December 31, 2007
      approximately $1,700,000 was drawn on the
loan.








20








Item
7.  Financial Statements
























































WIRELESS
AGE COMMUNICATIONS, INC.




CONSOLIDATED
FINANCIAL STATEMENTS




December 31, 2007
and 2006




(Stated in US
Dollars)



















21
























REPORT
OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS










To the
Stockholders,


Wireless Age
Communications, Inc.





We
have audited the accompanying consolidated balance sheet of Wireless Age
Communications, Inc. and its subsidiaries (the “Company”) as of December 31,
2007 and the related consolidated statements of operations, cash flows and
stockholders’ equity for the year then ended.  These consolidated
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform an audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  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, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In
our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wireless Age
Communications, Inc. and its subsidiaries as of December 31, 2007 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles in the United States of
America.





The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit 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.





The financial
statements as at December 31, 2006 and for the year then ended were audited by
Mintz & Partners LLP who expressed an opinion without reservation on those
statements in their report dated March 30, 2007.








Toronto,Canada
            “Deloitte
      & Touche LLP”March 26,
      2008
            Licensed
      Public Accountants
              Independent
      Registered
              Chartered
      Accountants


















F1

















REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM










To the
Stockholders,


Wireless Age
Communications, Inc.





We
have audited the accompanying consolidated balance sheet of Wireless Age
Communications, Inc. and subsidiaries as of December 31, 2006 and the related
consolidated statements of operations, cash flows and stockholders’ deficiency
for the year then ended.  These consolidated financial statements are
the responsibility of the Company's management.  Our responsibility is
to express an opinion on these consolidated financial statements based on our
audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform an audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  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, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In
our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wireless Age
Communications, Inc. and subsidiaries as of December 31, 2006 and the results of
their operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles in the United States of
America.








Toronto,Canada
            “MINTZ &
      PARTNERS LLP”March 30,
      2007
            CHARTERED
      ACCOUNTANTS











F2
  WIRELESS AGE COMMUNICATIONS,
INC.
 CONSOLIDATED BALANCE
SHEETS
 December 31, 2007
and 2006
 (Stated in US
Dollars)
 
 
 ASSETS
              
              2007
              
              
              2006CurrentCash and cash
      equivalents
              
              $
              104,101
              
              
              $
              285,030Receivables –
      Note 3
              
              
              3,931,412
              
              
              
              3,654,885Inventory
              
              
              2,438,571
              
              
              
              1,816,623Work in
      progress
              
              
              -
              
              
              
              225,547Marketable
      securities – Note 7
              
              
              2,320,317
              
              
              
              -Due from
      related parties – Note 4
              
              
              -
              
              
              
              90,003Prepaid
      expenses
              
              
              143,548
              
              
              
              105,163Assets of
      discontinued operations – Note 16
              
              
              -
              
              
              
              119,2348,937,949
              
              
              
              6,296,485Property,
      plant and equipment – Note 6
              
              
              726,341
              
              
              
              1,239,129Intangible
      assets – Note 8
              
              
              332,116
              
              
              
              202,750Goodwill –
      Note 8
              
              
              241,026
              
              
              
              241,026Assets of
      discontinued operations – Note 16
              
              
              -
              
              
              
              228,741$
              10,237,432
              
              
              $
              8,208,131LIABILITIESCurrentLoan and bank
      indebtedness – Note 9
              
              $
              -
              
              
              $
              1,983,345Accounts
      payable and accrued liabilities – Note 10
              
              
              7,207,015
              
              
              
              6,807,039Current
      portion of deferred revenue and customer deposits
              
              
              206,258
              
              
              
              169,373Note payable
      acquisition – Note 19
              
              
              100,880
              
              
              
              -Due to parent
      – Note 5
              
              
              190,529
              
              
              
              -Current
      portion of due to shareholders – Note 11
              
              
              -
              
              
              
              178,569Obligations
      under capital leases – Note 9
              
              
              28,887
              
              
              
              166,518Liabilities
      of discontinued operations – Note 16
              
              
              313,125
              
              
              
              587,6118,046,694
              
              
              
              9,892,455Deferred
      revenue and customer deposits
              
              
              98,864
              
              
              
              68,765Obligations
      under capital leases – Note 9
              
              
              33,308
              
              
              
              416,367Tax
      obligations -Note 18
              
              
              865,894
              
              
              
              -$
              9,044,760
              
              
              
              10,377,587Commitments
      and contingencies – Note 17Minority
      interest
              
              
              1,283
              
              
              
              1,283STOCKHOLDERS' EQUITY
      (DEFICIENCY)Preferred
      stock, $0.001 par value – Note 1210,000,000
      shares authorized, (2007: nil issued and outstanding, 2006:
      7,142,900)
              
              
              -
              
              
              
              7,143Preferred
      stock additional paid-in capital
              
              
              -
              
              
              
              362,237Common stock,
      $0.001 par value – Note 12100,000,000
      shares authorized59,473,342
      shares outstanding (2006:  29,527,918)
              
              
              59,473
              
              
              
              29,528Additional
      paid-in capital
              
              
              17,797,445
              
              
              
              14,075,817Accumulated
      deficit
              
              
              (17,742,271
              )
              
              
              (16,818,067
              )Accumulated
      other comprehensive income
              
              
              1,076,742
              
              
              
              172,6031,191,389
              
              
              
              (
      2,170,739
              )$
              10,237,432
              
              
              $
              8,208,131
  SEE ACCOMPANYING
NOTES
 F3





WIRELESS
AGE COMMUNICATIONS, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS


for the years ended
December 31, 2007 and 2006


(Stated in US
Dollars)





(Note
      16)2007
            
            
            2006Sales:Sales –
      products and services
            
            $
            28,327,665
            
            
            $
            20,511,694Commission
      and residual revenue
            
            
            4,355,091
            
            
            
            3,615,332Total
      sales
            
            
            32,682,756
            
            
            
            24,127,026Cost of goods
      sold – products and services
            
            
            24,286,154
            
            
            
            17,229,972Margin on products and
      services  (excluding amortization below)
            
            
            8,396,602
            
            
            
            6,897,054Operating
      expensesSelling and
      administrative
            
            
            6,154,004
            
            
            
            6,026,815Amortization
            
            
            275,410
            
            
            
            258,452(Recovery)
      loss on note receivable – Note 4
            
            
            (150,000
            )
            
            
            129,114Earnings from
      operations
            
            
            2,117,188
            
            
            
            482,673Other
      expenses (income)Interest
            
            
            252,021
            
            
            
            428,825Foreign
      exchange losses (gains)
            
            
            50,355
            
            
            
            34,820Financing
      expense – Note 14
            
            
            999,674
            
            
            
            -Gain on
      investments, net – Note 15
            
            
            -
            
            
            
            (48,600
            )Share of loss
      of equity accounted investment – Note 7
            
            
            -
            
            
            
            12,507Total other
      expenses
            
            
            1,302,050
            
            
            
            427,552Earnings
      (loss) before income taxes
            
            
            815,138
            
            
            
            55,121Income taxes
      – deferred
            
            
            (240,038
            )
            
            
            (566,046
            )Earnings
      (loss) from continuing operations
            
            $
            575,100
            
            
            $
            (510,925
            )Earnings
      (loss) from discontinued operations – Note 16
            
            
            1,642,319
            
            
            
            (5,567,626
            )Net income
      (loss)
            
            $
            2,217,419
            
            
            $
            (6,078,551
            )Deemed
      dividend – Note 13
            
            $
            2,515,767
            
            
            $
            3,848,714Net loss
      attributable to common shareholders
            
            $
            (298,348
            )
            
            $
            (9,927,265
            )Earnings
      (loss) per share:Earnings
      (loss) per share - continuing operations - basic
            
            $
            0.012
            
            
            $
            (0.017
            )Earnings per
      share - continuing operations - diluted
            
            $
            0.012
            
            
            $
            -Earnings
      (loss) per share - discontinued operations - basic
            
            $
            0.035
            
            
            $
            (0.190
            )Earnings per
      share – discontinued operations - diluted
            
            $
            0.032
            
            
            $
            -Earnings
      (loss) per share - basic
            
            $
            0.047
            
            
            $
            (0.207
            )Earnings
      (loss) per share –diluted
            
            $
            0.047
            
            
            $
            -Deemed
      dividend related to beneficial conversion feature of convertible preferred
      stock – Note 13
            
            $
            (0.053
            )
            
            $
            (0.131
            )Net (loss)
      attributable to common shareholders – basic
            
            $
            (0.006
            )
            
            $
            (0.339
            )Net (loss)
      attributable to common shareholders – diluted
            
            $
            (0.006
            )
            
            $
            (0.339
            )Weighted
      average number of common shares outstanding:Basic
            
            
            46,784,663
            
            
            
            29,290,200Diluted
            
            
            47,186,449
            
            
            
            -COMPREHENSIVE
      INCOME (LOSS)Net loss
      attributable to common shareholders
            
            $
            (298,348
            )
            
            $
            (9,927,265
            )Other
      comprehensive income (loss):Unrealized
      holding gain on marketable securities
            
            
            995,699
            
            
            
            -Foreign
      exchange translation gain (loss)
            
            
            (91,560
            )
            
            
            11,604Comprehensive
      income (loss)
            
            $
            605,791
            
            
            $
            (9,915,661
            )





SEE ACCOMPANYING
NOTES
 F4





WIRELESS
AGE COMMUNICATIONS, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


for the years ended
December 31, 2007 and 2006


(Stated in US
Dollars)





(Note
      16)2007
            
            
            2006Operating
      ActivitiesNet earnings
      (loss) from continuing operations
            
            $
            575,100
            
            
            $
            (510,925
            )Items not
      involving cash:Amortization
            
            
            275,410
            
            
            
            258,452Gain on
      disposal of investments
            
            
            -
            
            
            
            (48,600
            )Financing
      expense
            
            
            999,674Common stock
      issued for consulting services
            
            
            25,715Write off of
      related party loan
            
            
            -
            
            
            
            15,701Warrants
      issuable under special bonus
            
            
            -
            
            
            
            190,000Share of loss
      of equity accounted investment
            
            
            -
            
            
            
            12,507Foreign
      exchange loss/(gain)
            
            
            50,355
            
            
            
            34,820Deferred
      income tax provision
            
            
            -
            
            
            
            566,046Write off of
      uncollected management fees
            
            
            -
            
            
            
            300,000Write off of
      note receivable
            
            
            -
            
            
            
            129,114Changes in
      operating assets and liabilities:Receivables
            
            
            (2,110,477
            )
            
            
            (314,388
            )Inventory
            
            
            (621,948
            )
            
            
            (681,826
            )Prepaid
      expenses
            
            
            (38,385
            )
            
            
            (61,823
            )Accounts
      payable and accrued liabilities
            
            
            3,166,554
            
            
            
            (686,165
            )Deferred
      revenue and customer deposits
            
            
            66,984
            
            
            
            (26,907
            )Increase in
      due to parent and related parties
            
            
            190,529
            
            
            
            61,020Cash provided
      by (used in) operating activities
            
            
            3,059,587
            
            
            
            (762,974
            )Investing
      ActivitiesPurchase of
      marketable securities
            
            
            (1,324,618
            )
            
            
            -Proceeds on
      disposal of marketable securities
            
            
            -
            
            
            
            48,600Additions to
      intangible assets
            
            
            (105,924
            )
            
            
            (43,308
            )Additions to
      property, plant and equipment
            
            
            (396,769
            )
            
            
            (223,654
            )Cash (used
      in) investing activities
            
            
            (1,827,311
            )
            
            
            (218,362
            )Financing
      ActivitiesIssuance of
      preferred stock and warrants, net
            
            
            -
            
            
            
            896,269Repayment of
      long-term debt
            
            
            (51,204
            )
            
            
            (10,950
            )Cash used in
      purchase of outstanding warrants
            
            
            (348,963
            )
            
            
            -Increase
      (decrease) in bank indebtedness
            
            
            (1,275,612
            )
            
            
            1,259,861Cash (used
      in) provided by financing activities
            
            
            (1,665,779
            )
            
            
            2,145,180Increase
      (decrease) in cash from continuing operations:
            
            
            (443,503
            )
            
            
            1,163,844Increase
      (decrease) in cash from discontinued operations (Note 16)
            
            
            262,574
            
            
            
            (1,674,153
            )Decrease in
      cash during the year
            
            
            (180,929
            )
            
            
            (510,309
            )Cash and cash
      equivalents, beginning of the year
            
            
            285,030
            
            
            
            795,339Cash and cash
      equivalents, end of the year
            
            $
            104,101
            
            
            $
            285,030








SEE ACCOMPANYING
NOTES
 F5





The Company paid
cash interest of $252,019 and $401,578 during fiscal years 2007 and 2006
respectively. The Company did not pay cash income taxes in either of fiscal
years 2007 or 2006.





Non-cash
activities:





During 2007 the
Company:




·
            Issued
      warrants to purchase 2,000,000 common shares, valued at
      $190,000.




·
            Issued
      2,950,000 common shares upon the conversion of 2,950,000 Series A
      preferred shares.




·
            Issued
      16,771,600 common shares upon the conversion of 4,192,900 Series A
      preferred shares.




·
            Issued
      6,666,667 common shares, valued at $673,274, to cancel warrants to
      purchase 10,000,000 common shares.




·
            Issued
      3,200,000 common shares, valued at $326,400, to settle liquidated damages
      for certain breaches pursuant to a financing
  agreement.




·
            Issued
      357,157 common shares, valued at $25,715 for consulting services
      provided.




·
            Acquired a
      vehicle valued at $44,819 through a capital lease
    obligation.





During 2006 the
Company:





·
            Issued 49,729
      shares of its common stock to acquire additional retail business
      operations.





·
            Amortized
      $17,850 for common shares issued for under a consulting contract in
      previous year.





·
            Acquired
      property, plant and equipment of $484,393 through capital lease
      obligations.





·
            Issued
      357,143 shares of its common stock, valued at $50,000 and warrants to
      purchase 14,286 common shares, valued at $2,000, as brokers fees
      associated with a financing.


























SEE ACCOMPANYING
NOTES
 F6








WIRELESS
AGE COMMUNICATIONS, INC.


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


for the years ended
December 31, 2007 and 2006


(Stated in US
Dollars)





Common
      Stock
            
            
            Preferred
      StockNumber
            
            
            Par Value
            
            
            Additional
              Paid-in
              Capital
            
            
            Number
            
            
            Par Value
            
            
            Additional
              Paid-in
      Capital
            
            
            Accumulated Other Comprehensive
      Income
            
            
            Deficit
            
            
            TotalBalance,
      December 31, 2005
            
            
            29,121,046
            
            
            $
            29,121
            
            
            $
            9,686,066
            
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            160,999
            
            
            $
            (6,890,802
            )
            
            $
            2,985,384Capital stock
      issued to acquire additional retail operations
            
            
            49,729
            
            
            
            50
            
            
            
            14,505
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            14,555Capital stock
      issued as a brokers fee
            
            
            357,143
            
            
            
            357
            
            
            
            49,643
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            50,000Preferred
      stock issued in financing, net
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            7,142,900
            
            
            
            7,143
            
            
            
            362,237
            
            
            
            -
            
            
            
            -
            
            
            
            369,380Adjustment to
      reflect fair value of warrants issued in financing, net
            
            
            -
            
            
            
            -
            
            
            
            476,889
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            476,889Adjustment to
      reflect fair value of beneficial conversion feature in
      financing
            
            
            -
            
            
            
            -
            
            
            
            3,848,714
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,848,714Other
      comprehensive income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            11,604
            
            
            
            -
            
            
            
            11,604Net loss for
      the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (9,927,265
            )
            
            
            (9,915,661
            )Balance,
      December 31, 2006
            
            
            29,527,918
            
            
            $
            29,528
            
            
            $
            14,075,817
            
            
            
            7,142,900
            
            
            $
            7,143
            
            
            $
            362,237
            
            
            $
            172,603
            
            
            $
            (16,818,067
            )
            
            $
            (2,170,739
            )








SEE ACCOMPANYING
NOTES
 F7





WIRELESS
AGE COMMUNICATIONS, INC.


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


for the years ended
December 31, 2007 and 2006


(Stated in US
Dollars)





Common
      Stock
            
            
            Preferred
      StockNumber
            
            
            Par
      Value
            
            
            Additional
      Paid-in Capital
            
            
            Number
            
            
            Par
              Value
            
            
            Additional
              Paid-in
              Capital
            
            
            Accumulated
              Other
              Comprehensive
              Income
            
            
            Deficit
            
            
            Total
              Stockholders’EquityBalance,
      December 31, 2006
            
            
            29,527,918
            
            
            $
            29,528
            
            
            $
            14,075,817
            
            
            
            7,142,900
            
            
            $
            7,143
            
            
            $
            362,237
            
            
            $
            172,603
            
            
            $
            (16,818,067
            )
            
            $
            (2,170,739
            )Conversion of
      preferred stock to common stock (Note 12)
            
            
            2,950,000
            
            
            
            2,950
            
            
            
            149,602
            
            
            
            (2,950,000
            )
            
            
            (2,950
            )
            
            
            (149,602
            )
            
            
            -
            
            
            
            -
            
            
            
            -Adjustment
      arising from issuance of warrants
              (Note
      12)
            
            
            -
            
            
            
            -
            
            
            
            190,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            190,000Conversion of
      preferred stock to common stock (Note 12)
            
            
            16,771,600
            
            
            
            16,772
            
            
            
            200,056
            
            
            
            (4,192,900
            )
            
            
            (4,193
            )
            
            
            (212,635
            )
            
            
            -
            
            
            
            -
            
            
            
            -Beneficial
      conversion feature of preferred stock (Note 13)
            
            
            -
            
            
            
            -
            
            
            
            2,515,767
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,515,767Deemed
      dividend related to beneficial conversion feature of preferred stock (Note
      13)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,515,767
            )
            
            
            (2,515,767
            )Issuance of
      common stock for cancellation of warrants (Notes 12 and
14)
            
            
            6,666,667
            
            
            
            6,667
            
            
            
            666,607
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            673,274Issuance of
      common stock pursuant to settlement of financing breach (Note
      14)
            
            
            3,200,000
            
            
            
            3,200
            
            
            
            323,200
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            326,400Issuance of
      common stock for consulting services provided
            
            
            357,157
            
            
            
            356
            
            
            
            25,359
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            25,715Adjustment
      arising from repurchase of warrants associated with financing (Note
      12)
            
            
            -
            
            
            
            -
            
            
            
            (158,963
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (158,963
            )Adjustment
      arising from repurchase of warrants associated with officer settlements
      (Note 12)
            
            
            -
            
            
            
            -
            
            
            
            (190,000
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (190,000
            )Adjustment
      arising from adoption of FIN 48
              (Note
      18)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (625,856
            )
            
            
            (625,856
            )Foreign
      currency translation adjustment
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (91,560
            )
            
            
            -
            
            
            
            (91,560
            )Unrealized
      holding gain on marketable securities
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            995,699
            
            
            
            -
            
            
            
            995,699Net income
      for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,217,419
            
            
            
            2,217,419Balance,
      December 31, 2007
            
            
            59,473,342
            
            
            $
            59,473
            
            
            $
            17,797,445
            
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1,076,742
            
            
            $
            (17,742,271
            )
            
            $
            1,191,389





SEE ACCOMPANYING
NOTES
 F8





WIRELESS
AGE COMMUNICATIONS, INC.


NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2007
and 2006


(Stated in US
Dollars)








Note 1
            Nature
      of Operations and Basis of
Presentation





Wireless Age Communications, Inc. (the
“Company”), through its 99.7% owned subsidiary, Wireless Age Communications Ltd.
(“WACL”) is in the business of operating retail cellular and telecommunications
outlets in cities in western Canada. The Company, through its other wholly owned
subsidiaries Wireless Source Distribution Ltd. (“Wireless Source”), Prime
Wireless Corporation (“Prime Wireless”), Prime Battery Products Limited (“Prime
Battery”) and Marlon Distributors Ltd. (“Marlon”) is in the business of
distributing two-way radio products, prepaid phone cards, wireless accessories
and various battery and ancillary electronics products inCanada.  WACL was acquired on
October 8, 2002, Prime Wireless was acquired on March 13, 2003, Wireless Source
was acquired on September 19, 2003, Marlon was acquired on July 30, 2004 and
Prime Battery was acquired on September 16, 2004. Prior to the acquisition of
WACL, the Company was characterized as a pre-exploration stage company and had
an option to purchase a mining lease in the State ofUtah,United States of America.  This option agreement was
in default and the Company terminated the lease.  Consequently, the
Company is no longer in the mineral and exploration
business.





The Company was incorporated in the
State ofNevadaon November 17, 2000 as Lennoc
Ventures, Inc.  On October 20, 2002, the Company changed its name to
Wireless Age Communications, Inc.





Discontinued
Operations





The operating
results of Knowlton Pass Electronics Inc. (“Knowlton Pass”) for the period
January 1, 2006 to March 1, 2007 have been classified as discontinued
operations. In addition the assets and liabilities of Knowlton Pass have been
segregated as assets and liabilities held for sale at December 31,
2006.  Knowlton Pass is a network operator providing wireless
connectivity solutions to commercial and municipal
customers.  Knowlton Pass was acquired on July 31, 2005.





mmwave
Technologies, Inc. (“mmwave”), which was acquired on March 4, 2005, has also
been classified as discontinued operations.  mmwave was assigned by
the Company into bankruptcy on June 29, 2007. As at December 31, 2007 all mmwave
assets and liabilities were disposed of through the bankruptcy. The assets and
liabilities of mmwave were not segregated as assets and liabilities at December
31, 2006.  mmwave was a distributor, systems integrator and
representative of wireless, microwave and fibre optic components, test systems
and subsystems.





Refer to Note 16
for additional details of discontinued operations.





Note 2
            Summary
      of Significant Accounting
Policies





The consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in theUnited States of
America.





The consolidated financial statements
have, in management’s opinion, been properly prepared within reasonable limits
of materiality and within the framework of the significant accounting policies
summarized below:





F9





Use of
Estimates





The preparation of consolidated
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the period. Actual results may differ from these
amounts. The reported amounts subject to significant management estimates are
impairment of assets (including goodwill), receivables, inventory, deferred
revenue, deferred tax assets and tax obligations.





Consolidated
Financial Statements




The consolidated financial statements
include the accounts of the Company, its wholly-owned inactive subsidiaries DB
Sim Holdings Ltd. (“DB Sim”) and 1588102 Ontario Inc. (“1588102”), its wholly
owned operating subsidiaries Prime Wireless, Wireless Source, Prime Battery,
Marlon and its 99.7% owned subsidiary, WACL. The company is incorporated under
the laws of the state ofNevada. DB Sim, WACL and Wireless Source are
incorporated under the laws of theprovinceofSaskatchewan,Canada. Prime Wireless, Prime Battery and
1588102 are incorporated under the laws of theprovinceofOntario,Canada. Marlon is incorporated federally under
the laws ofCanada. All inter-company transactions and
balances have been eliminated.





Inventory




Telecommunications equipment and
accessories inventory is recorded at the lower of cost and net realizable value
with cost being determined by the first-in, first-out
method.





Allowance
for Doubtful Accounts




The Company records
an allowance for doubtful accounts based on specifically identified amounts that
management believes to be uncollectible. The criteria for allowance provision
are determined based on historical experience and the Company’s assessment of
the general financial conditions affecting its customer base. If the Company’s
actual collections experience changes, revisions to the allowance may be
required.





Property,
Plant and Equipment




Property, plant and equipment are
recorded at cost less accumulated amortization.  Amortization is
provided over estimated useful life of the assets using the following annual
rates:





Computer
      hardware
            30% declining
      balanceComputer
      software
            2 years
      straight-lineEquipment under capital
      lease
            10 years
      straight-lineLeasehold
      improvements
            5 years straight-line
      (shorter
      oflease
      termor 5
      years)Office
      equipment
            10 years
      straight-lineRental
      equipment
            30% declining
      balanceNetwork
      equipment
            30% declining
      balanceVehicles under capital
      lease
            30% declining
      balanceShop tools and service
      equipment
            10 years
      straight-line




Property, plant and equipment are
reviewed for impairment in accordance with Statement of Financial Accounting
Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of
Long-lived Assets.  Under SFAS No. 144, these assets are tested for
recoverability whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable.  An impairment charge is
recognized for the amount, if any, which the carrying value of the asset exceeds
the fair value.








F10





Investments





Investments are recorded as available
for sale marketable securities, held to maturity investments or investments over
which the Company has the ability to exercise significant
influence.





Available for sale marketable securities
are recorded at fair value and unrealized gains and losses, net of tax are
recorded separately in stockholders’ equity (deficiency) in accumulated other
comprehensive income. Realized gains or losses and other than temporary declines
in value are reported in other income or expense as
incurred.





Held to maturity investments are
recorded at cost.





Investments in other entities are
accounted for using the equity method or cost basis depending upon the level of
ownership and/or the Company's ability to exercise significant influence over
the operating and financial policies of the investee. Investments of this nature
are recorded at original cost and adjusted periodically to recognize the
Company's proportionate share of the investees' net income or losses after the
date of investment. When net losses from an equity accounted for investment
exceed its carrying amount, the investment balance is reduced to zero and
additional losses are not provided for. The Company resumes accounting for the
investment under the equity method when the entity subsequently reports net
income and the Company's share of that net income exceeds the share of net
losses not recognized during the period the equity method was suspended.
Investments are written down only when there is clear evidence that a decline in
value that is other than temporary has occurred. When an equity accounted for
investee issues its own shares, the subsequent reduction in the Company's
proportionate interest in the investee is reflected in income as a deemed
dilution gain proportionate interest in or loss on
disposition.





Acquisitions
and Business Combinations




The Company accounts for acquisitions
and business combinations under the purchase method of accounting. The Company
includes the results of operations of the acquired business from the acquisition
date. Net tangible and intangible assets of the companies acquired are
recorded  at their fair value at the acquisition
date. The excess of the purchase price over the fair value of net assets
acquired are included as goodwill in the accompanying consolidated balance
sheets.





Intangibles,
Goodwill and Other Assets





The Company follows SFAS No 142,
“Goodwill and Other Intangible Assets”.  Under SFAS No. 142 goodwill
and indefinite lived intangible assets must be reviewed annually (or more
frequently under prescribed conditions) for impairment in accordance with this
statement.  If the carrying amount of any reporting unit’s goodwill or
indefinite-lived intangible assets exceeds the implied fair value, an impairment
loss is recognized for an amount equal to that excess.  Intangible
assets that do not have indefinite lives are amortized over their useful
lives.





The Company
annually reviews all of its long-lived assets, including goodwill and other
intangible assets, for impairment or whenever events or changes in circumstances
indicate that the carrying value may not be recoverable based on undiscounted
cash flows. Factors the Company considers important that could trigger an
impairment review include, but are not limited to, significant underperformance
relative to historical or projected future operating results, significant
changes in the manner of use of the acquired assets or the strategy for the
Company’s overall business, and significant negative industry or economic trends
and the current fair market value if available. When management determines that
an impairment review is necessary based upon the existence of one or more of the
above indicators of impairment, the Company measures any impairment based on a
projected discounted cash flow method using a discount rate commensurate with
the risk inherent in our current business model. Significant judgement is
required in the development of projected cash flows for these purposes including
assumptions regarding the appropriate level of aggregation of cash flows, their
term and discount rate as well as the underlying forecasts of expected future
revenue and





F11





expense. To the
extent that events or circumstances cause assumptions to change, charges may be
required which could be material.





Residual premiums, which are amounts
paid for future residual revenue of retail cellular and telecommunications
subscriber business, are carried at cost less accumulated
amortization.  Amortization is provided for on a straight-line basis
over five years.  Agency fees are amortized over the term of the
related agreement (ten years) on a straight line basis.





Fair Value of Financial
Instruments




The carrying value
of cash and cash equivalents, receivables, bank indebtedness, accounts payable
and accrued liabilities, note payable acquisition and customer deposits
approximates fair value because of the short maturity of these
instruments.  The carrying value of long-term debt, obligations under
capital leases and due to and from related parties also approximates fair value
due to the short period of time to maturity.  Unless otherwise noted,
it is management’s opinion that the Company is not exposed to significant
interest, currency or credit risk arising from these financial
instruments.




Capital
Leases




The Company’s
policy is to record leases, which transfer substantially all benefits and risks
incidental to ownership of property, as acquisitions of property and equipment
and to record the incurrences of corresponding obligations as liabilities.
Obligations under capital leases are reduced by rental payments net of imputed
interest.





Income
Taxes




Income taxes are
accounted for under the asset and liability method.  Deferred tax
assets and liabilities are recognized for the expected net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting and income tax purposes and net operating loss and credit
carry forwards.  Deferred tax assets and liabilities are measured
using the enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a
change in tax rate is recognized in income in the period that includes the
enactment date.  The Company records a tax obligation or a valuation
allowance to reduce deferred tax assets to the amount that is more likely than
not to be realized.





Beginning with the
adoption of FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes(“FIN 48”) as of January 1, 2007, the Company recognizes the
effect of income tax positions only if those positions are more likely than not
to be sustained.  Recognized income tax positions are measured at the
largest amount that is greater than 50% likely of being
realized.  Changes in recognition or measurement are reflected in the
period in which a change in judgement occurs, as a result of information that
arises or when a tax position is effectively settled.  Prior to the
adoption of FIN 48, the Company recognized the effect of income tax positions
only if such positions were probable of being sustained.  The
obligation at adoption under FIN 48 has been recorded as a charge to the
deficit. Interest and penalties related to income tax matters are recognized in
income tax expense.





Basic and Diluted Earnings
(Loss) Per Share




The Company reports
earnings (loss) per share in accordance with Statement of Financial Accounting
Standards No. 128, “Earnings Per Share”.  Loss per share is computed
using the weighted average number of shares outstanding during the
year.  Diluted earnings per share includes the potentially dilutive
effect of outstanding common stock options and warrants which are convertible to
common shares.  When the loss per share would be anti dilutive this is
not presented.








F12







Foreign
      Currency Translation




The functional
currency of the Company is Canadian dollars, which has been translated into US
dollars, the reporting currency, in accordance with Statement of Financial
Accounting Standards No.


52 “Foreign
Currency Translation”.  Assets and liabilities are translated at the
exchange rate at the balance sheet date and revenue and expenses are translated
at the exchange rate at the date those elements are recognized.  Any
translation adjustments resulting are not included in determining net income but
are included in other comprehensive income.





Comprehensive
Income




The Company has
adopted Statement of Financial Accounting Standards No. 130, “Reporting
Comprehensive Income”.  Other comprehensive income is comprised of
foreign currency translation adjustments and unrealized gains and losses on
available for sale marketable securities.





Revenue
Recognition




The Company recognizes revenue from the
sale of telecommunications equipment, digital subscriber line equipment,
accessories and other electronics products when the products are delivered and
accepted by the customer and collectability reasonably assured. Activation
commission fees earned from the telephone companies are recognized at the time
of activation by the customer and include the sale of post paid cellular service
contracts, high speed internet and television services. Residual commission fees
are recognized at the time they are earned. The Company receives revenue from
rental contracts for radio equipment and recognizes the revenue upon completion
of the service. The Company receives co-op advertising revenue from the
telephone companies based on the requirement to spend 30% - 60% of the available
co-op advertising allotment. Any amount received under this program is deducted
from advertising expense.





Revenue from
long-term contracts for developing and building telecommunications systems is
recognized (in 2006) using the percentage of completion method where revenue is
recorded as costs are incurred, based on actual costs incurred to date on a
contract, relative to the estimated total costs to complete the contract.
Unbilled revenue represents revenue earned in excess of amounts billed on
uncompleted contracts. Deferred revenue represents the extent that billings to
clients are in excess of revenue recognized to date. The results reported under
the percentage of completion method are based on management’s estimates of total
costs to complete the various contracts. Should total actual costs be materially
higher or lower than these estimates, adjustment to future results would be
necessary.







Shipping
and Handling







The Company follows
EITF Issue 00-10, “Accounting for Shipping and Handling Fees and Costs” (Issue
00-10). Issue 00-10 requires that all amounts billed to customers related to
shipping and handling should be classified as revenues. Our product costs
include amounts for shipping and handling, therefore, we charge our customers
shipping and handling fees at the time the products are shipped or when services
are performed. The cost of shipping products to the customer is recognized at
the time the products are shipped to the customer and our policy is to classify
them as cost of goods sold.





Warranty Sales and
Costs





The Company, through its Retail
operating segment, sells extended warranty plans for certain telecommunications
equipment. It recognizes revenue on a straight line basis over the period in
which the Company is obligated to service the equipment. The Company also defers
certain costs associated with the sale of extended warranty plans and matches
such costs against revenue as it is recognized.








F13







Cash
and Cash Equivalents







Cash and cash
equivalents are included at cost, which approximates market. At December 31,
2007, the Company's cash and cash equivalents were held primarily by one
financial institution. The Company considers all highly liquid investments with
original maturities





of three months or
less to be cash equivalents, while those having original maturities in excess of
three months are classified as marketable securities or as long-term marketable
securities.





Advertising
and Marketing Costs





The Company expenses the costs of
advertising and marketing as incurred. The Company incurred $429,092 and
$535,206 of advertising and marketing expenses during the years ending December
31, 2007 and 2006, respectively.





Discontinued
Operations





The Company has followed Statement of
Financial Accounting Standard No. 144 (“SFAS 144”), “Accounting for the
Impairment or Disposal of Long-Lived Assets”. Accordingly, the Company
recognized as discontinued operations the results of 1) the Knowlton Pass
subsidiary which was sold on March 1, 2007 and 2) the results of the mmwave
subsidiary which was assigned into bankruptcy on June 29,
2007.





Convertible
Preferred Stock





The Company has
followed Financial Accounting Standards Board, Emerging Issues Task Force
(“EITF”) abstracts 98-5 and 00-27 and has recorded a non-cash charge to income
representing the intrinsic value of the beneficial conversion option inherent in
the preferred stock.





The Company has
also determined the relative fair values of the warrants and the preferred stock
and has charged the fair value of the warrants to additional paid in
capital.





Note 3
            Receivables





2007
            
            
            2006Accounts receivable –
      trade
            
            $
            3,976,412
            
            
            $
            3,965,970Allowance for doubtful
      accounts
            
            
            (45,000
            )
            
            
            (311,085
            )$
            3,931,412
            
            
            $
            3,654,885





Note
      4
            Due from Related
      Parties





Amounts due to or
from related parties arise from advances to or provided by entities with common
officers and/or directors or cross ownership.  The balances may arise
by one party making payment for expenses of the other party.





At December 31,
2006, the Company’s former subsidiary mmwave was owed $90,003 by an entity in
which the Company’s former CEO Brad Poulos held a minority
interest.  mmwave was assigned into bankruptcy on June 29, 2007 (Note
16).  Accordingly there is nothing recorded in respect to
this.





Lumonall, Inc.





On December 31, 2005, Lumonall, Inc.
(formerly Midland International Corporation) (“Lumonall”) provided the Company
an 8% promissory note in the amount of $424,734, pursuant to
which





F14





Lumonall agreed to repay the note over a
one year period with an initial payment of $100,000 on March 15, 2006, followed
by three payments of $108,244.66 on June 30, 2006, September 30, 2006 and
December 31, 2006. Lumonall also agreed to enter into a General Security
Agreement providing a first charge security position on all of the assets of
Lumonall to the Company. According to the terms of the promissory note, the
Company had the option, but not the obligation, to convert the outstanding
principal and interest payment due on each of June 30, 2006, September 30, 2006
and December 31, 2006 into shares of Lumonall common stock at $0.035 per share.
The Company did not receive any payments under the promissory
note.


Substantial doubt
exists regarding Lumonall’s ability to repay the promissory note, and therefore
the Company fully provided for a loss on the promissory note during the year
ended December 31, 2006. In the event that the Company recovers any amounts it
will record a gain in the period such amount is received. For accounting
purposes the Company reflected the $300,000 portion of the promissory note that
reflects unpaid management fees as a loss from operations and the $129,114
portion that reflects cash advances over and above management services provided
as a loss within other expenses.


During fiscal 2007,
the Company recovered $150,000 from Lumonall under the defaulted promissory note
and recorded $150,000 as a gain within other expenses.





Note
      5
            Due to
      Parent





The Company and
Newlook Industries Corp. (“Newlook”), the 53% parent (Note 14), renegotiated a
line of credit (see Note 9) pursuant to which it was mutually agreed that
Newlook would be the primary borrower.  At December 31, 2007 $190,529
was owed by the Company to Newlook under this arrangement.  The
Company pays interest to Newlook at a rate of 18% per annum under this
arrangement.  The amounts owed by the company to Newlook are revolving
and have no specific repayment date.





Note 6
            Property,
      Plant and Equipment





2007AccumulatedCost
            
            
            Amortization
            
            
            NetComputer
      hardware & software
            
            
            42,844
            
            
            
            42,844
            
            
            
            -Equipment
      under capital lease
            
            
            166,889
            
            
            
            166,889
            
            
            
            -Leasehold
      improvements
            
            
            966,892
            
            
            
            778,266
            
            
            
            188,626Office
      equipment
            
            
            537,346
            
            
            
            309,078
            
            
            
            228,268Rental and
      network equipment
            
            
            660,742
            
            
            
            413,141
            
            
            
            247,601Vehicles
      under capital lease
            
            
            44,819
            
            
            
            3,318
            
            
            
            41,501Shop tools
      and service equipment
            
            
            48,207
            
            
            
            27,862
            
            
            
            20,345$
            2,467,739
            
            
            $
            1,741,398
            
            
            $
            726,341








2006AccumulatedCost
            
            
            Amortization
            
            
            NetComputer
      hardware & software
            
            $
            651,181
            
            
            $
            586,488
            
            
            $
            64,693Equipment
      under capital lease
            
            
            141,954
            
            
            
            132,138
            
            
            
            9,816Leasehold
      improvements
            
            
            1,023,068
            
            
            
            899,081
            
            
            
            123,987Office
      equipment
            
            
            564,401
            
            
            
            274,843
            
            
            
            289,558Rental and
      network equipment
            
            
            507,492
            
            
            
            277,457
            
            
            
            230,035Vehicles
      under capital lease
            
            
            491,986
            
            
            
            73,798
            
            
            
            418,188Shop tools
      and service equipment
            
            
            154,349
            
            
            
            51,497
            
            
            
            102,852$
            3,534,431
            
            
            $
            2,295,302
            
            
            $
            1,239,129











During fiscal 2007, substantially all of
the vehicles under capital lease were disposed of through the assignment of
mmwave into bankruptcy.








Note 7
            Investments





Available for sale
      securities





During the year ended December 31, 2007,
the Company acquired 2,680,307 common shares and options to acquire a further
900,000 common shares (at CAD $0.40 per share) of its controlling shareholder
Newlook, which is listed on the TSX Venture Exchange under the symbol “NLI”, for
total cash consideration of $1,324,618 (CAD $1,313,063).  A portion of
these securities were acquired from related parties including former directors
and officers and entities having officers and directors in common with the
Company.  At December 31, 2007 the fair value of the 2,680,307 common
shares was $1,919,765 (CAD $1,903,018) based on the closing share price of CAD
$0.71 and the fair value of the options was $400,552 (CAD $397,058) based on a
Black-Scholes valuation model.  Accordingly the company recorded a
$995,699 unrealized gain on marketable securities within accumulated other
comprehensive income.





During September 2005, the Company
acquired 200,000 common shares of Infinity Capital Corporation, representing a
less than 4% ownership interest, for a cash payment of $20,000. Although
Infinity Capital Corporation files reports with the SEC, the shares are not
eligible to trade at this time. At December 31, 2006, the Company determined
that the investment in Infinity Capital Corporation was impaired and accordingly
wrote off its $20,000 investment. The loss was recorded in Impairment Charges
within discontinued operations during fiscal 2006.





Equity under significant
influence





In 2005, the Company made an investment
in 4,860,000 common shares of Lumonall Inc. (formerly Midland International
Corporation and Azonic Corporation) a publicly traded entity listed on the NASD
over-the-counter-bulletin-board, representing a 15.8% ownership interest. During
the year ended December 31, 2006 the Company recorded sufficient equity losses
to result in a nil carrying value. On December 29, 2006, the Company disposed of
the remaining securities for $48,600 in cash.





The Company treated the Lumonall
investment as an equity investment due to a common officer between both
entities.





The investment was recorded using the
equity method and has been adjusted as follows:





Balance at Dec 31,
      2006
            
            $
            12,507Share of loss of
      Lumonall
            
            
            (12,507
            )Net investment in
      subsidiary
            
            $
            -








F15





Note 8
            Intangible
      Assets and Goodwill





Intangible
      assets





Gross
              Carrying
              Amount
            
            
            Accumulated
              Amortization
            
            
            2007
              NetIntangible
      assets subject
              to
      amortization:Retail
      segment:Residual
      premiums (i)
            
            
            1,249,344
            
            
            
            998,942
            
            
            
            250,402Agency
      fee
            
            
            322,816
            
            
            
            241,102
            
            
            
            81,714Total
      intangible assets
              subject
      to amortization:
            
            
            1,572,160
            
            
            
            1,240,044
            
            
            
            332,116Total
      intangible assets
            
            
            1,572,160
            
            
            
            1,240,044
            
            
            
            332,116Gross
              Carrying
              Amount
            
            
            Accumulated
              Amortization
            
            
            2006
              NetIntangible
      assets subject
              to
      amortization:Retail
      segment:Residual
      premiums
            
            $
            933,640
            
            
            $
            827,852
            
            
            $
            105,788Agency
      fee
            
            
            274,584
            
            
            
            177,622
            
            
            
            96,962Total
      intangible assets
              subject
      to amortization:
            
            
            1,208,224
            
            
            
            1,005,474
            
            
            
            202,750Total
      intangible assets
            
            
            1,208,224
            
            
            
            1,005,474
            
            
            
            202,750





(i)
            On November 1, 2007, the Company
      acquired theretail
      cellular phonebusiness ofG.L. Enns
      Electronics (Note – 19) and assigned the full purchase
      price of$206, 804 tointangible assets(residual premiums) as there was no fair value
      assignable to other assets acquired or liabilities
      assumed.





The Company does
not have intangible assets which are not subject to amortization.





Estimated
amortization expense:





For the year
      ended December 31, 2008
            
            $
            81,711For the year
      ended December 31, 2009
            
            $
            81,711For the year
      ended December 31, 2010
            
            $
            66,593For the year
      ended December 31, 2011
            
            $
            49,427For the year
      ended December 31, 2012
            
            $
            49.427For the year
      ended December 31, 2013
            
            $
            3,247








F16





Goodwill





The changes in the
carrying amount of goodwill for the years ended December 31, 2006 and 2007, are
as follows:





Retail
              Segment
            
            
            Commercial
              Segment
            
            
            TotalBalance as of
      January 1, 2006
            
            $
            241,026
            
            
            $
            1,226,174
            
            
            $
            1,467,200Goodwill
      acquired
            
            
            -
            
            
            
            -
            
            
            
            -Impairment
      losses
            
            
            -
            
            
            
            (1,226,174
            )
            
            
            (1,226,174
            )Balance as of
      December 31, 2006
            
            $
            241,026
            
            
            $
            -
            
            
            $
            241,026Goodwill
      acquired
            
            
            -
            
            
            
            -
            
            
            
            -Impairment
      losses
            
            
            -
            
            
            
            -
            
            
            
            -Balance as of
      December 31, 2007
            
            $
            241,026
            
            
            $
            -
            
            
            $
            241,026





In accordance with SFAS No 142,
“Goodwill and Other Intangible Assets” the goodwill and intangible assets are
reviewed for impairment on an annual basis or when facts and circumstances
indicate that an impairment might have occurred. As a result of the Company’s
analyses during fiscal 2006 the goodwill associated with the commercial segment
was determined to be impaired and was written down by $1,226,174 to $nil. The
goodwill impairment was primarily associated with restructuring steps initiated
within the Commercial operating segment.  It was determined by the
Company that the remaining retail segment intangible assets and goodwill were
not impaired and had retained their value and accordingly no further write down
was required.





Note
      9
            Bank Indebtedness,
      Long-Term Debt and Obligations under Capital
  Leases





Loan and bank
indebtedness





The Company’s
former subsidiary, mmwave, which was assigned into bankruptcy on June 29, 2007,
had a line of credit of $756,000 (CAD$750,000) with a registered Canadian bank,
secured by the accounts receivable and inventory, of which $305,844 was drawn as
of December 31, 2006.  The line of credit was fully repaid prior to
date of bankruptcy.





The Company also
had a line of credit of $1,513,000 (CAD$1,500,000) with an asset based lender,
secured by accounts receivable and inventory of the retail segment and another
legal entity within the commercial segment of which $1,277,398 was drawn on
December 31, 2006. Pursuant to
the terms of the financing arrangement the Company discounts receivables at
$0.67 per day per $1,000 – which resulted in an effective interest rate of
approximately 24.6% per annum.





At December 31,
2006 the bank indebtedness consisted of:





Bank
      overdraft
            
            $
            400,103Bank line of
      credit
            
            
            305,844Asset based
      line of credit
            
            
            1,277,398$
            1,983,345





On December 13,
2007, the Company amended the terms of its line of credit.  The
Company, together with its controlling shareholder Newlook, obtained a new loan
facility totalling $2,520,000 (CAD$2,500,000).  The amended facility
includes; 1) a new $1,513,000 (CAD$1,500,000), 18% per annum, 3 year term loan
and 2) the existing $1,513,000 (CAD$1,500,000) loan facility was
reduced





F17





to $1,007,000
(CAD$1,000,000).  The effective annual interest rate on the new
facility was reduced from approximately 24.6% to approximately
17.9%.  There no principal repayments required under the term loan
until maturity but the Company is obligated to pay interest on a monthly basis.
The term loan may be retired 18 months into the term on 90 days notice subject
to a $75,000 prepayment penalty.  The assets of the Company remain as
collateral for the amended facilities.





The Company and
Newlook agreed that the primary borrower would be Newlook and that Newlook would
advance funds to the Company as needed.  As of December 31, 2007
$190,529 had been loaned by Newlook to Wireless Age under the amended line of
credit.  As of December 31, 2007, the $1,513,000 term loan was fully
drawn by Newlook.





Obligations
under Capital Leases


2007
            
            
            2006Obligations
      under capital lease to Williamson Leasing in monthly payments ranging
      between $742 (CAD$736) and $1,736 (CAD$1,721) including interest at
      7.0%.  Service vehicles (13) are pledged as
      security.
            
            $
            -
            
            
            $
            439,340Obligation
      under capital lease to Bodkin Leasing in monthly payments of $582
      (CAD$577) including interest at 16.7%.  Equipment is
      pledged as security.
            
            
            -
            
            
            
            13,655Obligation
      under capital lease to National Leasing in monthly payments of $393
      (CAD$390) including interest at 16.2%.  Equipment is
      pledged as security.
            
            
            -
            
            
            
            9,004Obligation
      under capital lease to CIT in monthly payments of $1,324 (CAD$1,312)
      including interest at 15.0%.  Equipment is pledged as
      security.
            
            
            -
            
            
            
            43,497Obligation
      under capital lease to Kempenfelt Capital in monthly payments of $656
      (CAD$650) including interest at 14.0%.  Equipment is
      pledged as security.
            
            
            -
            
            
            
            16,702Obligation
      under capital lease to National Leasing in monthly payments of $408
      (CAD$404) including interest at 11.0%.  Equipment is
      pledged as security.
            
            
            -
            
            
            
            15,088Obligation
      under capital lease to National Leasing in monthly payments of $295
      (CAD$292) including interest at 16.2%.  Equipment is
      pledged as security.
            
            
            6,047
            
            
            
            8,542Obligation
      under capital lease to Alliance Funding in monthly payments of $1,714
      (CAD$1,699) including interest at 12.5%.  Equipment is
      pledged as security.
            
            
            9,930
            
            
            
            23,827Obligation
      under capital lease to Ingram Bodkin Capital in monthly payments of $735
      (CAD$729) including interest at 12.5%.  Equipment is
      pledged as security.
            
            
            8,255
            
            
            
            13,229Obligation
      under capital lease to GMAC in monthly payments of $855 (CAD$848)
      including interest at 7.4%.  Vehicle is pledged as
      security.
            
            
            37,963
            
            
            
            -$
            62,195
            
            
            $
            582,885Less: current
      portion
            
            
            (28,887
            )
            
            
            (166,518
            )$
            33,308
            
            
            $
            416,367





Minimum lease payments on capital lease
obligations are as follows:




2008
            
            
            32,9162009
            
            
            13,5092010
            
            
            10,2642011
            
            
            10,2642012
            
            
            3,42170,374Less imputed
      interest
            
            
            (8,179
            )Lease
      obligation
            
            
            62,195Less:  current
      portion
            
            
            (28,887
            )$
            33,308





Note
10                 Accounts
Payable and Accrued Liabilities





2007
            
            
            2006Accounts payable –
      trade
            
            $
            6,907,715
            
            
            $
            5,166,756Accrued
      liabilities
            
            
            299,300
            
            
            
            1,640,283$
            7,207,015
            
            
            $
            6,807,039











Note
11                 Due to
Shareholders





During fiscal 2005
the Company acquired mmwave pursuant to which the Company agreed to repay a
shareholder loan provided by the former mmwave shareholders over a two year
period.





2007
            
            
            2006Note payable
      (unsecured) to the former shareholders of mmwave repayable in quarterly
      instalment payments of $32,000 (CDN$37,786) including interest at 8% per
      annum (principal CDN$222,997).
            
            $
            162,224
            
            
            $
            178,569162,224
            
            
            
            178,569Less:  current
      portion:
            
            
            ( -
            )
            
            
            (178,569
            )Less amount
      classified as liability of discontinued operations (Note
    16)
            
            
            (162,224
            )
            
            
            -$
            -
            
            
            $
            -





The Company has failed to make payments
under the terms of the note. During fiscal 2006 the Company only made partial
payments to a former minority shareholder of mmwave.








F18





During fiscal 2007, the company agreed
to recommence payment of the loan on a monthly basis and agreed with Brad
Poulos, the Company’s former CEO, to reduce his severance obligation by a like
amount.  The Company agreed to repay the loan by $6,361 (CAD$6,306)
per month until fully repaid.  As of December 31, 2007, this
obligation was classified as a liability of discontinued operations (Note
16).





Note 12
            Capital
      Structure





Common
  Stock





The Company is authorized to issue
      up to 100,000,000 common shares. As of December 31, 2007, there were
      59,473,342 common shares
issued.





Voting
Rights





The holders of
common stock have one vote per share. Holders of common stock are not entitled
to vote cumulatively for the election of directors. Generally, all matters to be
voted on by shareholders must be approved by a majority, or, in the case of the
election of directors, by a plurality, of the votes cast at a meeting at which a
quorum is present, voting together as a single class.





Dividends





Holders of common
stock will share ratably in any dividends declared by the board of directors.
Dividends consisting of shares of common stock may be paid to holders of shares
of common stock.





Other
Rights





Upon the
liquidation, dissolution or winding up of the Company, all holders of common
stock are entitled to share ratably in any assets available for distribution to
holders of shares of common stock. No shares of common stock are subject to
redemption or have preemptive rights to purchase additional shares of common
stock.





Warrants





The following is a summary of
      common stock warrant activity for 2007 and
  2006:





Number of
      Shares to Purchase under Warrants
            Exercise
      Price
            Expiry
      DateBalance,
      December 31, 2005
            
            150,000
            $2.00Issued
            
            14,286
              7,500,000
              7,500,000
            $0.14
              $0.125
              $0.25
            Between
      August 2,  2007 and August 3, 2011Cancelled
            
            (150,000)
            $2.00Exercised
            
            -Balance,
      December 31, 2006
            
            15,014,286
            
            Between
      August 2,  2007 and August 3, 2011Issued
            
            2,000,000
            $0.15
            February 18,
      2010Cancelled
            
            (17,000,000)
            $0.125-0.25
            Between August 2, 2007and
      August  3,
      2011Expired
            
            (14,286)
            0.14Balance, December 31,
      2007
            
            -





During fiscal 2007 the Company
repurchased (and cancelled) for common shares as described below all 15,000,000
warrants associated with the 2006 Barron Partners LLP financing, repurchased
(and cancelled) as described below a total of 2,000,000 warrants issued to Brad
Poulos and Glenn Poulos, former officers and directors of the Company andGary Hokkanenthe Company’s current
CFO.





The Company issued 6,666,667 common
shares to cancel 5,000,000 A warrants and 5,000,000 B warrants and paid $275,000
in cash to repurchase the remaining 2,500,000 A warrants and 2,500,000 B
warrants.





The Company paid
$97,500 cash to repurchase 2,000,000 warrants from Brad Poulos, Glen Poulos and
Gary Hokkanen ($43,875 paid to Brad Poulos, $48,750 to Glenn Poulos and $4,875
to Gary Hokkanen).





Stock Options





The Company does not have a Stock Option
plan.





Preferred Stock





The Company is authorized to issue up
to 10,000,000 preferred shares. At December 31, 2007,there were no
preferred shares outstanding (2006 – 7,142,900 Series A Preferred Convertible
Stock). During fiscal 2007 2,950,000 preferred shares were converted into
2,950,000 common shares and 4,192,900 preferred shares were converted into
16,771,600 common shares.





Each share of
Series A Preferred Convertible Stock shall have a par value of $0.001 per
share.





No dividends shall
be payable with respect to the Series A Preferred Convertible Stock. No
dividends shall be payable with respect to the Common stock while the Series A
Preferred Convertible Stock is outstanding. The Common Stock shall not be
redeemed while the Series A Preferred Convertible Stock is
outstanding.





The Series A
Preferred Convertible Stock have no voting rights.





Each share of
Series A Preferred Convertible Stock shall be initially convertible into one (1)
share of Common stock at the option of the Holders, at any time.





Note 13
            Deemed
      Dividend on Preferred Stock





On August 3, 2006,
the Company entered into a Preferred Stock Purchase Agreement (“PSPA”) with
Barron Partners LP (Barron), pursuant to which Barron was issued $1,000,000 of
Series A convertible preferred stock and warrants to purchase a total of
15,000,000 common shares.





The convertible
preferred stock was 7,142,900 zero coupon perpetual preferred shares initially
convertible into 7,142,900 common shares. The face of value of $1,000,000 was
initially convertible into common stock at $0.14 per share. The warrants were
classified as A warrants which provided the right to acquire 7,500,000 common
shares at an initial exercise price of $0.25 per share and B warrants which
provided the right to acquire 7,500,000 common shares at an initial exercise
price of $0.50 per share. All warrants were to expire on August 3,
2011.





Under the terms of
the PSPA the conversion rate of the preferred stock and the exercise price of
the warrants was to be adjusted based on whether the Company met certain
operating performance criteria. The criteria were measured twice, first based on
the operating results of fiscal 2006 and second based on the operating results
of fiscal 2007. During fiscal 2006 the initial $0.14 per share conversion rate
on the preferred stock, the initial $0.25 per share exercise price of the A
warrants and





F19





the initial $0.50
per share exercise price of the B warrants, were adjusted downward as the
Company did not achieve $0.012 pre-tax earnings per share from continuing
operations and excluding non-recurring items during fiscal 2006.
The


adjustment was
limited to a maximum of 50%. The initial (or adjusted) conversion and exercise
prices were again  subject to an adjustment if the Company did not
achieve $0.069 pre-tax earnings per share from continuing operations and
excluding non-recurring items during fiscal 2007. The adjustment was again
limited to 50% based on the 2007 criteria.





The Company
initially recorded a deemed dividend and adjustment to additional paid-in
capital on issuance of preferred stock of $1,707,153 representing the initial
value of the conversion feature of the preferred stock on date of issuance. This
non-operating expense arises from


Financial
Accounting Standards Board, Emerging Issues Task Force (“EITF”) abstracts 98-5
and 00-27 and represents a non-cash charge to income representing the intrinsic
value of the beneficial conversion option inherent in the preferred
shares.





On December 31,
2006, the Company recorded an additional $2,141,561 deemed dividend and
adjustment to additional paid-in capital to recognize the incremental value of
the additional costs of the shares issued resulting from not attaining the
fiscal 2006 $0.012 pre-tax earnings per share target. Pursuant to EITF 98-5 a
contingent beneficial conversion feature is measured at commitment date but is
not recognized in earnings until the contingency is resolved.





The Company
recognized an incremental deemed dividend and adjustment to additional paid-in
capital of $2,515,767, during the year ended December 31, 2007, representing the
intrinsic value of the additional costs of the shares issued arising from the
reduction in the preferred stock conversion rate (from $0.07 to $0.035 per
share) arising from the effects of not attaining the 2007 operating performance
targets.





The fiscal 2007 and
2006 deemed dividends on preferred stock is summarized as follows:





2007
            
            
            2006Recognition
      of initial beneficial conversion feature
            
            $
            -
            
            
            $
            1,707,153Subsequent
      recognition of beneficial conversion feature arising from resolution of
      contingency
            
            
            2,515,767
            
            
            
            2,141,561Total deemed
      dividend on issuance of preferred stock
            
            $
            2,515,767
            
            
            $
            3,848,714





During 2007, as described in Note 12,
these preferred shares were converted into common stock of the
Company.





Note
      14
            Newlook Industries
      Corp. Settlement Agreement





During the year
ended December 31, 2007, Newlook acquired a portion of the Company’s securities
described in Note 13 that had been issued to Barron Partners LP. On June 29,
2007, the Company agreed to accelerate the effects accruing to Newlook of
Wireless Age not attaining the 2007 operating performance targets. The Company
agreed to issue Newlook the following securities as determined under settlement
with Newlook (the Company’s parent):








F20





•
            16,771,600
      restricted (as to trading) common shares in exchange for the 4,192,900
      Series A preferred shares,


•
            6,666,667
      restricted common shares of in exchange for the cancellation of (i) the A
      Warrants   to purchase 5,000,000 common shares; and (ii)
      the B Warrants to purchase 5,000,000 common
  shares,


•
            3,200,000
      restricted common shares in settlement of liquidated damages arising from
      the composition of Wireless Age’s
Board.





Following the
consummation of this agreement there remained 2,500,000 A warrants and 2,500,000
B warrants in the possession of Barron Partners LP.





Pursuant to the
terms of the agreement governing the issuance of the preferred shares, the
Company was obliged to cause the majority of the members of the Board of
Directors to be independent otherwise liquidated damages of $1,000 of Series A
preferred shares would accrue per day.  The Company was in breach of
this term for 112 consecutive days.  The charges were recorded and
settled as described below.





By agreeing to the
acceleration and settlement the Company recognized an incremental deemed
dividend of $2,515,767 representing the intrinsic value of beneficial conversion
feature arising from the reduction in the preferred stock conversion rate (from
$0.07 to $0.035 per share). The Company also recognized a financing expense
(requiring no cash outlay) of $673,274 pursuant to the issuance of 6,666,667
common shares for cancellation of the warrants and a $326,400 financing expense
(also not requiring a cash outlay) representing 3,200,000 common shares issued
as liquidated damages for breaches associated with not having proper board
representation.





Change in
Control







On June 29, 2007,
Newlook also acquired an additional 3,426,500 shares of the Company's common
stock pursuant to the terms and conditions of a Share Exchange Agreement (the
"Share Exchange Agreement") by and among Newlook and Bradley Poulos, Brad Poulos
Holdings, Glenn Poulos, Glenn Poulos Holdings and Sylvain
LaFreniere.






Through these
transactions on June 29, 2007, a change in control of the Company occurred. As a
result of entering into the Settlement Agreement and the Share Exchange
Agreement and certain open market share acquisitions, Newlook obtained
31,594,767 shares of the Company's common stock, which at the time represented
53.4% of the total number of issued and outstanding shares of the Company's
common stock.














Note 15
            (Gain)
      on Investments, Net





2007
            
            
            2006Gain on disposal of Lumonall
      shares (Note 7)
            
            $
            -
            
            
            $
            ( 48,600
            )$
            -
            
            
            $
            ( 48,600
            )








F21














Note 16
            Discontinued
      Operations





During the year
ended December 31, 2006 the Company began a process of reviewing all
non-profitable divisions, sub-categories, lines of business or segments for
their long term viability.





Knowlton Pass
Electronics Inc.





Through the review
process the Company came to the conclusion that the Knowlton Pass business unit
(component of the Commercial operating segment) was non-strategic in the long
run, difficult to fund and placed the unit for sale. Effective March 1, 2007 the
Company sold the Knowlton Pass business unit. The operating results of the
Knowlton Pass business unit


have therefore been
classified as discontinued operations. The comparative figures for 2006 have
been reclassified also to reflect the same treatment. The operating results also
include the severance provisions and costs of certain senior management
employees terminated as a result of the disposal decision.





The summarized
operating results of discontinued operations for Knowlton Pass during the year
ended December 31, 2007 and 2006 are as follows:





2007
            
            
            2006Revenues
            
            $
            82,101
            
            
            $
            498,540Costs and
      expenses
            
            
            87,234
            
            
            
            1,661,336Net
      loss
            
            $
            (5,133
            )
            
            $
            (1,162,796
            )Gain on
      disposal
            
            
            315,800
            
            
            
            -Impairment
      charges
            
            
            -
            
            
            $
            (244,337
            )Gain
      (loss)
            
            $
            310,667
            
            
            $
            (1,407,133
            )





The Company sold
all of the issued and outstanding shares of Knowlton Pass to David MacKinnon (a
former employee of the Company) in exchange for a $327,194 (CAD$377,778) five
year promissory note and the forgiveness by David MacKinnon of severance
obligations due to him (pursuant to the terms of his termination in September
2006, David MacKinnon was to receive severance agreements totaling approximately
$342,000 over a period of two years and 8 months). The severance was to be
satisfied by the entity that was sold.





(i) The gain on disposal of the entity
is summarized below:





Proceeds
      received:Note
      receivable
            
            $
            327,194Reserve for
      doubtful collection
            
            
            (327,194
            )Net proceeds
      of disposal
            
            $
            -Less: net
      asset deficit
            
            
            (315,800
            )Gain on
      disposal
            
            $
            315,800








F22





mmwave
Technologies Inc.





The Company
assigned mmwave into bankruptcy on June 29, 2007. The operating results of
mmwave have been classified as discontinued operations.


The summarized
operating results for discontinued operations, for the year ended December 31,
2007 and 2006, are as follows:





2007
            
            
            2006Revenues
            
            $
            900,379
            
            
            $
            9,465,821Costs and
      expenses
            
            
            2,964,499
            
            
            
            10,903,095Net
      loss
            
            $
            (2,064,120
            )
            
            $
            (1,437,274
            )Gain on
      disposal
            
            
            3,395,772
            
            
            
            -Impairment
      charge
            
            
            -
            
            
            
            (2,723,219
            )Gain
      (loss)
            
            $
            1,331,652
            
            
            $
            (4,160,493
            )





In addition, during the year ended
December 31, 2007, the Company incurred expenses of $613,292 associated with the
mmwave discontinued operations.





(ii) The gain on bankruptcy of the
entity is summarized below:





Proceeds
      received
            
            $
            -Less: net
      asset deficit
            
            $
            (3,395,772
            )Gain on
      disposal
            
            $
            3,395,772





At
December 31, 2007 the Company classified a severance accrual of $313,125 for the
Company’s former CEO and President of mmwave as liabilities of discontinued
operations. Such amount includes a former shareholder loan (Note
11).





Assets and
liabilities of discontinued operations as at December 31, 2007 and 2006 are
summarized as follows:





2007
            
            
            2006Receivables
      (net of allowance of, $ )
            
            $
            -
            
            
            $
            114,714Inventory
            
            
            -
            
            
            
            -Prepaid
      expenses
            
            
            -
            
            
            
            4,520119,234Property,
      plant and equipment
            
            
            -
            
            
            
            228,741Total
      assets
            
            $
            -
            
            
            $
            347,975





F23








Bank
      indebtedness
            
            $
            -
            
            
            $
            5,686Accounts
      payable and accrued liabilities
            
            
            313,125
            
            
            
            473,771Deferred
      revenue and customer deposits
            
            
            -
            
            
            
            41,103Current
      portion of long term debt
            
            
            -
            
            
            
            67,051Total
      liabilities
            
            $
            313,125
            
            
            $
            587,611








Cashflows of
discontinued operations for the year ended December 31, 2007 and 2006 were as
follows:





2007
            
            
            2006Net loss from
      discontinued operations
            
            $
            1,642,319
            
            
            $
            (5,567,626
            )Net cash
      (used in) operating activities:
            
            
            (834,845
            )
            
            
            (1,206,212
            )Net cash
      (used in) investing activities:
            
            
            (786,369
            )
            
            
            (867,741
            )Net cash
      provided by financing activities:
            
            
            1,883,788
            
            
            
            399,800Net decrease
      in cash from discontinued operations
            
            $
            262,574
            
            
            $
            (1,674,153
            )





Impairment
Charges





The Company recorded impairment charges
of $2,967,556 (within discontinued operations) during the year ended December
31, 2006.





The fiscal 2006 impairment charge
reflects adjustments to the carrying value of certain commercial segment assets
arising from subsequent events which occurred during the first quarter of fiscal
2007. The condition existed at December 31, 2006 and therefore the Company
recorded impairment charges adjusting the carrying value of these assets at
December 31, 2006. After December 31, 2006, the Company began a restructuring
process within its commercial segment as a result of: 1) the restructuring
efforts within its wholly owned subsidiary mmwave, however the Company assigned
mmwave into bankruptcy on June 29, 2007, and 2) the impairment of certain assets
of the Company’s wholly owned subsidiary Knowlton Pass (which operates as
Wireless Works and has been classified as discontinued operations - Note 16). In
addition, the Company recorded certain corporate impairment charges not
associated with the restructuring.








F24





The fiscal 2006 impairment charges
consisted of:





2006mmwave
      impairment charges:Incremental
      bad debt provision
            
            $
            229,162Due from
      related parties
            
            
            246,156Inventory
            
            
            354,161Work in
      progress
            
            
            150,209Prepaid
      expenses
            
            
            88,498Goodwill –
      Note 8
            
            
            1,226,174Property,
      plant and equipment
            
            
            408,859Total mmwave
      impairment charges
            
            $
            2,703,219Impairment of
      carrying value of investment in Infinity
              (Note
      7)
            
            
            20,000Knowlton Pass
      impairment charges:Incremental
      bad debt provisions
            
            
            29,545Inventory
            
            
            27,036Capital
      assets
            
            
            187,756Total
      Knowlton Pass impairment charges
            
            $
            244,337Total 2006
      impairment charges
            
            $
            2,967,556





Note
17                 Commitments
and Contingencies





Commitments




The Company leases its premises, certain
operating equipment and automobiles under agreements requiring aggregate minimum
payments over the next five years as follows:


2008
            
            $
            307,7712009
            
            
            195,6432010
            
            
            142,4792011
            
            
            86,2522012
            
            
            47,655$
            779,800





The Company is
committed under a severance obligations to pay Brad Poulos the Company’s former
CEO and Chairman a total of approximately $360,000 over three years and Glenn
Poulos a former director of the Company and an officer of a wholly owned
subsidiary a total of approximately $122,000 over a one year period. These
amounts have been fully provided for in the 2007 financial
statements.





The Company’s main
operating subsidiaries have pledged their assets, together with the assets of
Newlook, as security with an asset based lender.  The Company and
Newlook have agreed that the primary borrower will be Newlook and as of December
31, 2007 a total of approximately $1,700,000 was borrowed against the pledged
assets.








F25





Contingencies





KnowltonPassLeases





The company is a co-lessor or guarantor
of equipment leases
totaling $51,264 ofKnowltonPass.The Company is obligated to
settle amounts under leases ifKnowltonPassfails to do so.  The
purchaser ofKnowltonPasshas entered into an indemnity agreement
with the Company to indemnify the Company should any losses occur under the
leases.





Note
18     Income
Taxes





The following table
summarizes the significant components of the Company’s deferred tax
assets:





Deferred Tax
      AssetsNon-capital
      loss carryforward
            
            $
            255,000
            
            
            $
            2,071,000Property,
      plant and equipment
            
            
            (21,000
            )
            
            
            (79,000
            )Gross
      deferred tax assets
            
            
            234,000
            
            
            
            1,992,000Valuation
      allowance for deferred tax asset
            
            
            (234,000
            )
            
            
            (1,992,000
            )Total
      deferred tax asset
            
            $
            -
            
            
            $
            -Less: current
      portion
            
            
            -
            
            
            
            -Long-term
      portion of deferred tax asset
            
            $
            -
            
            
            $
            -





The amount taken
into income as deferred tax assets must reflect that portion of the income tax
loss carryforwards that is likely to be realized from future
operations.  The Company has provided an allowance of 100% against all
available income tax loss carryforwards, regardless of their time of expiry. All
balances relate to Canadian transactions.




No current
provision for income taxes has been provided in these financial statements due
to the net loss attributable to common shareholders.  At December 31,
2007 the Company has net operating loss carryforwards totalling approximately
$708,000 in Canada, the benefit of which has not been recorded in the financial
statements. The net operating loss carryforwards expire between 2009 and
2016.





Reconciliation’s
between the statutory federal income tax rate and the Company's effective income
tax rate were as follows:





Year Ended
      December 31
            2007Effective
      income tax rate
            39%








The total provision
for income taxes differs from that amount which would be computed by applying
the United States income tax rate to income (loss) before provision for income
taxes.








F26





The reasons for
these differences are as follows:





Year Ended
      December 31
            
            2007Expected
      income tax provision
            
            
            (20,000
            )Timing
      differences
            
            
            20,000Income tax
      provision
            
            
            -





Effective January 1, 2007, the Company
adopted FIN 48. FIN 48 requires a company to evaluate whether a tax position
taken by the company will “more likely than not” be sustained upon examination
by the appropriate tax authority. It also provides guidance on how a company
should measure the amount of benefit that the company is to recognize in its
financial statements. As a result of the implementation of FIN 48, the Company
recorded $625,856 as a potential tax liability arising from recognized tax
benefits which was accounted for as an increase to the January 1, 2007
accumulated deficit balance.  The Company also recorded a potential
tax liability of $240,038 for the current year.





It is the Company’s policy to recognize
interest and penalties related to income tax matters in income tax expense.
Accrued penalties and interest at December 31, 2007 was $103,906 of which
$37,341 was recognized during 2007.





The Company and its subsidiaries are
subject toU.S.and Canadian federal income tax as well
as provincial and local jurisdictions. Tax years 2004 through 2007 remain open
to examination by tax authorities.





The activity in the accrued liability
for recognized tax benefits for the year ended December 31, 2007 was as
follows:





Recognized
      tax benefits at December 31, 2006
            
            $
            -Gross
      increases – tax positions in prior period on adoption of FIN
      48
            
            
            625,856Gross
      increases – tax positions in current period
            
            
            240,038Recognized
      tax benefits at December 31, 2007
            
            $
            865,894





Note
19     Acquisition





G.L. Enns Electronics – Selkirk
Store





On
November 1, 2007 to expand its geographical area of operation, the Company
acquired the business assets of G.L. Enns Electronics – MTS Connect Selkirk
store (“Selkirk”) in exchange for $105,924 (CAD$105,000) paid in cash at closing
and a $100,880 (CAD$100,000) promissory note.  The promissory note is
non-interest bearing and will be paid $25,220 (CAD$25,000) on each of January
31, 2008, February 29, 2008, March 31, 2008 and April 30, 2008.  The
consolidated financial statements include the operating results of Selkirk
effective November 1, 2007.








F27





The fair
value of the assets acquired is as follows:





Intangible
      assets (residual premiums)
            
            $
            206,804Net assets
      acquired at fair values
            
            $
            206,804Total
      considerationCash
            
            $
            105,924Note
      Payable
            
            
            100,880$
            206,804




The purchase
price was assigned to intangible assets within the retail segment and
represented residual premiums (Note 8).





Note 20
            Economic
      Dependence





The Company's main source of income is
derived from the sale of cellular phones and its related products and
services.  Its ability to continue viable operations is dependent upon
maintaining its ability to act as an authorized sales agent for two provincial
telephone companies, designated company X and Y herein.  The following
amounts are recorded in accounts receivable and revenue in the financial
statements:





2007
            
            
            2006Accounts
      receivableCompany X
            
            $
            982,309
            
            
            $
            782,624Company Y
            
            
            724,240
            
            
            
            421,469$
            1,706,549
            
            
            $
            1,204,093RevenueCompany X
            
            $
            6,362,759
            
            
            $
            6,372,549Company Y
            
            
            4,219,347
            
            
            
            2,752,706$
            10,582,106
            
            
            $
            9,125,255





Note 21
            Segmented
      Information





SFAS No. 131,
“Disclosures about Segments of an Enterprise and Related Information,”
established standards for reporting information about operating segments in the
Company’s financial statements. Operating segments are defined as components of
an enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker, or decision making
group, in deciding how to allocate resources and in assessing performance. The
Company operates in two operating segments the retail and commercial
operations.





The following table
shows revenues, profit or loss and identifiable assets by operating
segment:


2007
            
            
            2006RevenuesRetail – sale of tangible
      products
            
            $
            13,524,330
            
            
            $
            10,418,257Retail – activation commissions
      and residual payments
            
            
            4,218,396
            
            
            
            3,457,384Commercial – sale of tangible
      products
            
            
            14,803,335
            
            
            
            10,093,437Commercial – activation
      commissions and residual payments
            
            
            136,695
            
            
            
            157,948Consolidated
      revenues
            
            $
            32,682,756
            
            
            $
            24,127,026





Profit or
    LossRetail
            
            $
            2,160,080
            
            
            $
            1,613,783Commercial
            
            
            524,617
            
            
            
            (1,442,039
            )Unallocated
      amounts:Corporate
      costs  (including financing expenses – Note
      14)
            
            
            (2,109,597
            )
            
            
            (682,669
            )Earnings (loss) from discontinued
      operations (Note 16)
            
            
            1,642,319
            
            
            
            (5,567,626
            )Consolidated
      earnings (loss)
            
            $
            2,217,419
            
            
            $
            (6,078,551
            )Deemed dividend (Note
      13)$
            (2,515,767
            )
            
            $
            (3,848,714
            )Net loss attributable to common
      shareholders
            
            $
            (298,348
            )
            
            $
            (9,927,265
            )AssetsRetail
            
            $
            4,464,017
            
            
            $
            4,898,489Commercial
            
            
            2,573,652
            
            
            
            2,466,105Intangible assets and goodwill -
      retail
            
            
            332,116
            
            
            
            443,776Intangible assets and goodwill -
      commercial
            
            
            -
            
            
            
            -Unallocated corporate
      assets
            
            
            2,867,647
            
            
            
            51,786Assets of discontinued operations
      held for sale
            
            
            -
            
            
            
            347,975Consolidated
      assets
            
            $
            10,237,432
            
            
            $
            8,208,131Capital
      expendituresRetail
            
            
            292,263
            
            
            
            223,654Commercial
            
            
            -
            
            
            
            -Corporate
            
            
            104,506
            
            
            
            -




Note
22         New Accounting
Standards





In July 2006, the
FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement No. 109 (FIN 48), which clarifies
the accounting for uncertainty in tax positions. This Interpretation requires
that we recognize in our financial statements, the impact of a tax position, if
that position is more likely than not of being sustained on audit, based on the
technical merits of the position. The provisions of FIN 48 are effective as of
the beginning of our 2007 fiscal year, with the cumulative effect of the change
in accounting principle recorded as an adjustment to opening retained
earnings.  As a result of the implementation of FIN 48 the Company
recorded $865,894 as a potential tax liability arising from recognized tax
benefits including accrued interest and penalties of $103,906.





In September 2006,
FASB issued SFAS 157 ‘Fair Value Measurements’.  This Statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements.  This Statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute.  Accordingly, this
Statement does not require any new fair value measurements.  However,
for some entities, the application of this Statement will change current
practice.  This Statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years.  Management is currently evaluating the effect of
this pronouncement on financial statements.





In September 2006,
the SEC issued Staff Accounting Bulletin No. 108 “Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements” (“SAB 108”). SAB 108 provides guidance on how to evaluate
prior period financial statement





F28





misstatements for
purposes of assessing their materiality in the current period. If the prior
period effect is material to the current period, then the prior period is
required to be corrected. Correcting prior year financial statements would not
require an amendment to prior year financial statements, but such correction
would be made the next time the company files the prior year financial
statements. Upon adoption, SAB 108 allows a one-time transitional cumulative
effect adjustment to retained earnings for correction of prior period
misstatement required under this statement. SAB108 is effective for fiscal years
ending after November 15, 2006. The adoption of SAB108 did not have a material
effect on the Company’s financial statements.





In February 2007,
the FASB issued FASB Statement NO. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an Amendment of FASB Statement No.
115” (“SFAS 159”). The fair value option established by SFAS 159 permits all
entities to choose to measure eligible items at fair value at specified election
dates. A business entity will report unrealized gains or loses on items for
which the fair value option has been elected in earnings (or another performance
indication if the business entity does not report earnings) at each subsequent
reporting date. The fair value option: (a) may be applied instrument by
instrument, with a few exceptions, such as investments otherwise accounted for
by the equity method; (b) is irrevocable (unless a new election date occurs);
and (c) is applied only to entire instruments and not to portions of
instruments. FASB No. 159 is effective as of the beginning of the fiscal years
beginning after November 15, 2007. The adoption of SFAS 159 is not expected to
have a material impact on the Company’s financial statements.





In December 2007, the FASB issued
Statement of Financial Accounting Standards No. 141 (revised), “Business
Combinations”. The Statement retains the fundamental   requirements in
Statement 141 that the acquisition method of accounting be used for business
combinations, but broadens the scope of Statement 141 and contains improvements
to the application of this method. The Statement requires an acquirer to
recognize the assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree at the acquisition date, measured at their fair values
as of that date. Costs incurred to effect the acquisition are to be recognized
separately from the acquisition. Assets and liabilities arising from contractual
contingencies must be measured at fair value as of the acquisition date.
Contingent consideration must also be measured at fair value as of the
acquisition date. The Statement also changes the accounting for negative
goodwill arising from a bargain purchase, requiring recognition in earnings
instead of allocation to assets acquired. For business combinations achieved in
stages (step acquisitions), the assets and liabilities must be recognized at the
full amounts of their fair values, while under former guidance the entity was
acquired in a series of purchases, with costs and fair values being identified
and measured at each step. The Statement applies to business combinations
occurring after January 1, 2009.




Also in December
2007, the FASB issued Statement of Financial Accounting Standards No. 160,
“Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51”. The Statement clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. The
Statement establishes a single method of accounting for changes in a parent’s
ownership interest if the parent retains its controlling interest, deeming these
to be equity transactions. Such changes include the parent’s purchases and sales
of ownership interests in its subsidiary and the subsidiary’s acquisition and
issuance of its ownership interests. The Statement also requires that a parent
recognize a gain or loss in net income when a subsidiary is deconsolidated. It
also changes the way the consolidated income statement is presented, requiring
consolidated net income to be reported at amounts that include the amounts
attributable to both the parent and the noncontrolling interest, and requires
disclosure of these amounts on the face of the consolidated statement of income.
The Statement is effective on January 1, 2009. The Company does not expect
adoption of the Statement to have a significant effect on its consolidated
financial statements.
  In March 2008, the FASB issued SFAS
No. 161, “Disclosures about Derivative Instruments and Hedging
Activities—an amendment of FASB Statement No. 133” (“FAS 161”). FAS 161
changes the disclosure requirements for derivative instruments and hedging
activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. The guidance in FAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. This Statement
encourages, but does not require, comparative disclosures for earlier periods at
initial adoption. The Company is currently assessing the impact of FAS
161.








F29





Note
23     Subsequent
Events





mmwave Bankruptcy





The Company is a first position senior
secured debtor to the mmwave bankruptcy.  The Company expects that all
of the affairs of bankruptcy will be concluded during the second quarter of 2008
and will record a recovery (if any) in the statement of operations of the first
half of fiscal 2008. The trustee in bankruptcy has initiated a lawsuit against
Nokia Products Ltd. which has resulted in approximately $319,000 paid to the
court.





Stock Repurchases





During December 2007 the Company
announced it intended to acquire up to 5,000,000 shares under a rule 10b-18
stock repurchase plan during calendar 2008.





Subsequent to December 31, 2007 and as
of the date of financial statement issuance the Company has acquired a total of
778,800 shares of its own common stock for cancellation. Included in this amount
is 179,500 shares recovered from the purchaser of Knowlton Pass which is
recorded as a bad debt recovery during the first quarter of fiscal
2008.





Callmore
Acquisition





On March 20, 2008,
the Company acquired all of the business assets of Callmore Communications Inc.
for $100,880) (CAD$100,000), $25,220 (CAD$25,000) paid at closing and $25,220
paid in three consecutive monthly payments beginning April 1, 2008. The Callmore
business assets will be utilized within the Commercial operating
segment.





Exercise of Option to Acquire Newlook
Securities





On March 8, 2008, the Company exercised
an option to acquire 180,000 common shares of Newlook (Note 7) for a cash
payment of $72,634 (CAD$72,000).





Note
24     Comparatives





The financial
statements have been reclassified, where applicable, to conform to the
presentation used in the current year. The changes are due to reclassification
of certain results to discontinued operations. The changes do not affect prior
year earnings.





F30











Item
      8.  Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure.





Effective January
29, 2008, the public accounting practice of Mintz & Partners LLP (“Mintz”),
our independent accountant who audited our consolidated financial statements for
our fiscal years ending December 31, 2006, 2005, 2004 and 2003 was acquired by
Deloitte & Touche LLP (“Deloitte”) and will be carrying on business as
Deloitte.





Our future audit
opinions will be provided by the Deloitte. Previously issued audit opinions will
be re-issued or consent to include previously issued Mintz opinions in
Securities Exchange Commission filings will be provided by
Mintz.  Therefore Mintz, with the consent of Deloitte, effectively
resigned as our independent accountant of record on January 28,
2008.





Mintzs’ report on
the financial statements for the years ended December 31, 2006 and 2005 did not
contain an adverse opinion or disclaimer of opinion, and was not modified as to
uncertainty, audit scope, or accounting principal, except for the following
statement contained in the audit opinion for the year ended December 31,
2006:





“The accompanying
financial statements have been prepared assuming the Company will continue as a
going concern.  At December 31, 2006 the Company has suffered
recurring losses from operations, has a working capital deficit of $3,595,970
and a stockholders’ deficiency which raise substantial doubt about the Company’s
ability to continue as a going concern.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.  Management’s plans in regard to these matters are also
discussed in notes 1 and 22.”








The resignation was
approved by the board of directors and the audit committee.





There were no
disagreements with Mintz, whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Mintz’s satisfaction, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report.





We did not consult
with Deloitte regarding the application of accounting principles to a specific
completed or contemplated transaction, or the type of opinion that might be
rendered on our financial statements and we did not obtain written or oral
advice in reaching a decision as to accounting, auditing or financial reporting
issues.





Item
      8A. Controls and Procedures





The Company's
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined  in  Rule
13a-15(e) and 15d-15(e)  under  the Exchange Act) that is
designed to ensure that  information required to be disclosed by the
Company in the reports that the Company files or submits under the
Exchange  Act is recorded, processed, summarized and reported, within
the time periods
specified  in  the  SEC's  rules  and  forms.
Disclosure controls  and  procedures  include,
without limitation, controls and  procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files
or
submits  under  the  Exchange  Act  is  accumulated
and
communicated  to  the  issuer's  management,  including  its
principal executive officer  or  officers  and
principal financial officer or officers,  or  persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.





MANAGEMENT'S ANNUAL
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-5(f) under the
Exchange Act).  Our management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2007.  In
making  this  assessment,  our management used the
criteria  set  forth  by  the
interpretive guidance
issued  by  the  Securities  and  Exchange  Commission  in
Release  No.  34-55929.   Our management has
concluded that, as of December 31, 2007, our internal control over financial
reporting is effective based on these criteria.  This annual report
does not include an attestation report of the


Company's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to
temporary





22





rules
of  the  Securities  and  Exchange
Commission that permit the Company  to provide only management's
report in this annual report.





Our management,
including the Company's Principal Executive Officer and Principal Financial
Officer, does not expect that our internal control over financial reporting will
prevent all error and all fraud.  A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met.  Further, the
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs.   Because  of  the  inherent  limitations  in  all  control  systems,  no
evaluation  of  controls can provide absolute assurance that
all control  issues and instances
of  fraud,  if  any,  within  the
Company have been detected.  The Company's internal control over
financial reporting,  however,  are  designed to
provide  reasonable  assurance  that  the  objectives  of  internal
control over financial reporting are met.





Item
8B. Other Information




None.


PART
III





Item
      9.
            Directors, Executive
      Officers, Promoters and Control Persons; Compliance with Section 16(a) of
      the Exchange Act.








2007
Officer and Director Transitions





On February 4,
2007, the Board appointed John G. Simmonds and Carrie Weiler, the Company’s
Corporate Secretary, to the Board of Directors. On February 13, 2007, David
Valliere and Glenn Poulos resigned as members of the Board of Directors. On
February 19, 2007 John Simmonds was appointed Chairman of the Board of
Directors.  On May 16, 2007, Brad Poulos resigned as a
director.





Pursuant to a
settlement agreement with Newlook whereby Newlook obtained an ownership position
in Wireless Age, Jason Moretto was appointed a director of the Company on June
29, 2007.





The Company’s
current Board of Directors (the “Board”) is comprised of John G. Simmonds, Brian
Usher-Jones, Steven Dulmage, Jason Moretto and Carrie J. Weiler.  Each
director’s term expires upon the election and qualification of their
successor.





The following table
sets forth the names, ages and positions of the directors of the
Company:





Name
            Age
            PositionJohn G.
      Simmonds
            57
            Chairman of
      the BoardSteven
      Dulmage
            65
            DirectorBrian
      Usher-Jones
            62
            DirectorJason
      Moretto
            38
            DirectorCarrie J.
      Weiler
            49
            Director








Biographical Information Regarding
Directors





John G. Simmonds, President, Chief
Executive Officer and Chairman of the Board.Mr. Simmonds has 40 years
experience in the communications sector. He previously served as Chief Executive
Officer and Chairman of the Board from March 13, 2003 until August 31, 2005, at
which time he resigned his position as Chief Executive Officer.  He
resigned as Chairman of the Board and as a director on April 17, 2006 Mr.
Simmonds was appointed Chief Executive Officer of Racino Royale Inc. in June
2006. He also serves as a director. Mr. Simmonds was appointed to the Board of
Directors of Minacs Worldwide, a TSX listed company, in June 2005. He served as
a director until February 2006. Mr. Simmonds was appointed as Director of Eiger
Technology, Inc. (TSX:AXA, OTCBB:ETIFF) and Chief Executive Officer and
President of Newlook Industries Corp. (NLI:TXSV) in September 2005. He continues
to serve as director of Eiger Technology, was appointed CEO in April
2007.  He resigned as an officer of Newlook Industries Corp. in
February 2007 and was reappointed in July 2007.  In September 2004,
Mr. Simmonds was appointed as Chief Executive Officer and Director of Lumonall
Inc. and serves in such capacities today.  Mr. Simmonds served as the
Chief Executive Officer, of TrackPower (OTCBB: TPWR) from 1998 to May 2004. Mr.
Simmonds also served as Chairman and director of TrackPower from 1998 to
November 2006.  In February 2007 Mr. Simmonds was reappointed CEO and
Chairman of the Board of TrackPower. TrackPower is a corporation whose current
business plan and activities are designed around the equine racing and wagering
industries.  Mr. Simmonds has also been involved with several other
companies.  Mr. Simmonds served as Chief Executive Officer, Chairman
and Director of Phantom Fiber Corporation (OTCBB: PHMF), formerly Pivotal
Self-Service Technologies, Inc. and resigned in June of 2004.





Steven Dulmage,
Director.Mr. Dulmage has served as a director of the Company
since his election at the Company's 2004 annual meeting on June 22,
2004.  He previously served as the Chief Financial Officer of African
Gold Group, Inc., a company listed on the Toronto Stock Exchange Venture
Exchange.  Prior to joining African Gold Group, Inc., Mr. Dulmage
served as a business consultant from January 2003 through April 2003, as a sales
agent of the Equigenesis Corporation from December 1999 through December 2002,
and as a sales agent for Mantum Corporation from November 1996 until December
1999.  Mr. Dulmage earned a Bachelor of Arts degree at McMaster
University in 1964. Mr. Dulmage is a C.A. (Chartered Accountant) and is a member
of the Canadian Institute of Chartered Accountants. Mr. Dulmage was a director
of Travellers Mall.com Inc., a Toronto Stock Exchange Venture Exchange listed
company, from 2000-2004.





23








Brian Usher-Jones,
Director.Mr. Usher-Jones has served as a director of the
Company since May 8, 2003.  He has been a merchant banker since 1995
and was the former President of MB Capital Corporation and Thomson Kernaghan Co.
Ltd., an investment banking firm in Toronto, Ontario.  Mr. Usher-Jones
attained a Bachelor of Commerce degree from Concordia University in
1969.  Mr. Usher-Jones is also a C.A. (Chartered Accountant) and is a
member of the Canadian Institute of Chartered Accountants (1970).  Mr.
Usher-Jones has served as a director of various public companies. Mr.
Usher-Jones currently serves as a director of Xplore Technologies Corp. and has
in the past been a director of Calvalley Petroleum Inc. and Oromonte Resources
Inc.  Brian Usher-Jones, an independent director serving on the Audit
Committee, is an "audit committee financial expert," as such term is defined
under the regulations promulgated by the Securities and Exchange
Commission.  Mr. Usher-Jones also serves as a member of the Board’s
Compensation Committee.





Jason R. Moretto, Director.
Mr. Moretto has been a director of the Company since June 29, 2007. He has also
been a director of Eiger Technology, Inc. since January 5, 2004, Newlook
Industries Corp. since January 5, 2004 and Racino Royale, Inc. since June 13,
2006. Mr. Moretto was previously employed by BMO Nesbitt Burns (now BMO Capital
Markets), a full service investment dealer based in Toronto, Canada from
September of 1997 to February of 2003. From 1995 to 1997, Mr. Moretto was
National Accounting Manager for Universal Concerts Canada (now Live Nation),
Canada’s largest promoter of live music and entertainment and operator of the
Molson Amphitheatre in Toronto.  Prior to that, he practiced as an
accountant in public practice.  He also recently served as a Member of
the Ontario Securities Commission's Small Business Advisory Committee. Mr.
Moretto holds a Bachelor of Commerce degree from the University of Toronto, and
is a Certified General Accountant and Chartered Financial Analyst.





Carrie J. Weiler, Corporate Secretary
and Director.Ms. Weiler was appointed Corporate Secretary of the Company
on May 29, 2003.  Ms. Weiler provides professional public company
corporate secretarial services to various entities. Ms. Weiler is a member of
the Canadian Society of Corporate Secretaries.  Ms. Weiler was
appointed Corporate Secretary of Racino Royale Inc. in September 2006. She has
served as Corporate Secretary of TrackPower, Inc. since 1998.  On
October 15, 2004 Ms. Weiler was appointed Corporate Secretary of Midland
International Corporation (formerly Azonic Corporation) and continues to serve
in such capacity. Ms. Weiler has served as Corporate Secretary of Newlook
Industries Corp. and Eiger Technology Inc. since July 2007 and as a director of
Newlook Industries since July 2007.





Board and Committee
Meetings





Information
concerning the two Committees maintained by the Board is set forth
below.





The Board held
twelve meetings during the 2007 fiscal year.  No director attended
less than 100% of the Board meetings while serving as such director, or less
than 100% of all committee meetings on which he or she served as a committee
member.





The audit and
compensation committees are the standing committees of the Board.  The
fiscal year 2007 and 2008 committees are comprised as follows:





2007
      Audit Committee
            2007
      Compensation CommitteeBrian
      Usher-Jones (Chairman)
            Steven
      Dulmage (Chairman)Steven
      Dulmage
            Brian
      Usher-JonesJason
      Moretto
            Jason
      Moretto




The current
committees are comprised as follows:





2008
      Audit Committee
            2008
      Compensation CommitteeBrian
      Usher-Jones (Chairman)
            Steven
      Dulmage (Chairman)Steven
      Dulmage
            Brian
      Usher-Jones





Mr. Valliere
resigned as a committee member of the audit committee and compensation committee
effective February 13, 2007 when he resigned as a director.  Jason
Moretto was appointed to the audit committee on June 29, 2007.








24





The audit committee
of the Board (the “Audit Committee”) held four meetings during fiscal
2007.  The Audit Committee’s duties include recommending the Company’s
independent auditors, reviewing the Company’s financial statements, reviewing
any reports or recommendations regarding the adequacy of internal accounting
controls made by


the independent
auditors, and considering such other matters with respect to the accounting,
auditing and financial reporting procedures as it may deem appropriate or as may
be brought to its attention.





The Audit Committee
acts under a written charter adopted and approved by the Board on March 26,
2004.  A copy of the Audit Committee Charter was attached as an
Exhibit to the Company’s definitive proxy statement for 2004.  The
Audit Committee is composed of outside directors who are not officers or
employees of the Company or its subsidiaries.  In the opinion of the
Board, these directors are independent of management and free of any
relationship that would interfere with their exercise of independent judgment as
member of this committee.





The compensation
committee of the Board (the “Compensation Committee”) held one meeting during
the 2007 fiscal year.  The Compensation Committee is responsible for
allocating cash compensation and stock options to senior executive officers of
the Company.





Board
of Directors Independence





The Board reviews
the relationships that each director has with the Company and other
parties.  Only those directors who do not have any of the categorical
relationships that preclude them from being independent and who the Board
affirmatively determines have no relationships that would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director, are considered to be Independent Directors.  The Board has
reviewed a number of factors to evaluate the independence of each of its
members.  These factors include its members' current and historic
relationships with us and our subsidiaries; their relationships with management
and other directors; the relationships their current and former employers have
with us and our subsidiaries; and the relationships between us and other
companies on which our board members are directors or executive
officers.  After evaluating these factors, the Board has determined
that three of its current five members are “independent”.  These
directors are Messrs. Brian Usher-Jones, Jason Moretto and Steven
Dulmage.  Independent members of our Board meet in executive session
without management present, and are scheduled to do so at least two times per
year.  The Board has designated Mr. Usher-Jones as the presiding
director for these meetings.





Shareholder
Communications





The Board believes
that it is important for our shareholders to have a process to send confidential
communications directly to the board as a whole and to the Independent Directors
in particular. Accordingly, shareholders desiring to send a communication to the
Board, or to a specific director, may do so by delivering a letter to the
Secretary of the Company at the Company’s principal offices as set forth on the
cover page to this Amendment to the Annual Report on
Form 10-KSB.  The mailing envelope must contain a clear notation
indicating that the enclosed letter is a “stockholder-board communication” or
“stockholder director-specific” communication.”  All such letters must
identify the author and clearly state whether the intended recipients of the
letter are all members of our Board or certain specified individual
directors.  To the extent indicated as addressed, the Secretary will
observe any requests for confidentiality and forward such correspondence
unopened directly to a specific director.  With respect to
correspondence addressed to the Board as a whole or to a group of directors or a
specific committee, the Secretary will open such communications and make copies,
and then circulate them to the appropriate director or
directors.  Notwithstanding the foregoing, the Company shall reserve
the right to open all correspondence as it believes reasonably necessary to
assure the safety and personal privacy of all directors.





Report
of Audit Committee of the Board of Directors





The Audit Committee
assists the Board in fulfilling its responsibility for oversight of the internal
control, accounting, auditing and financial reporting practices of the
Company.  Specific responsibilities of the Audit Committee
include:




·
            reviewing and
      discussing the audited financial statements with
    management;






·
            discussing
      with the Company’s independent auditors information relating to the
      auditors’ judgments about the quality of the Company’s accounting policies
      and financial reporting practices;




·
            recommending
      to the Board that the Company include the audited financials in its Annual
      Report on Form 10-KSB; and







25







·
            overseeing
      compliance with the Securities and Exchange Commission requirements for
      disclosure of auditors’ services and
activities.




The Committee
regularly meets with management to consider the adequacy of the Company’s
internal controls and the integrity of it financial reporting.  The
Committee discusses these matters with the Company’s independent auditors and
with appropriate Company financial personnel and internal auditors.





The Committee
regularly meets privately with management, the independent auditors and the
internal auditors.  Each of the independent auditors has unrestricted
access to the Committee.





The Committee
retains and, if circumstances warrant, replaces the independent auditors and
regularly reviews their performance and independence from
management.  The Committee also pre-approves all audit and permitted
non-audit services and related fees.





The Board has
adopted a written charter setting out the roles and responsibilities the
Committee is to perform.  The Board has determined that Mr.
Usher-Jones, an independent director serving on the Audit Committee, is an
“audit committee financial expert,” as such term is defined under the
regulations promulgated by the Securities and Exchange
Commission.  Under such regulations, the designation or identification
of a person as an audit committee financial expert does not impose on such
person any duties, obligations or liability that are greater than the duties,
obligations and liability imposed on such person as a member of the audit
committee and the Board in the absence of such designation or identification nor
does the designation or identification of a person as an audit committee
financial expert affect the duties, obligations or liability of any other member
of the audit committee or Board.





Management has
primary responsibility for the Company’s financial statements and the overall
reporting process, including the Company’s system of internal
controls.





Review of Audited Financial
Statements





The Audit Committee
has reviewed the Company’s financial statements for the fiscal year ended
December 31, 2007, as audited by Deloitte & Touche LLP, the Company’s
independent auditors, and has discussed these financial statements with
management.  In addition, the Audit Committee has discussed with
Deloitte & Touche LLP the matters required to be discussed by Statement of
Auditing Standards No. 61, as amended, regarding the codification of
statements on auditing standards.  Furthermore, the Audit Committee
has received the written disclosures and the letter from Deloitte & Touche
LLP required by the Independence Standards Board Standard No. 1 and has
discussed with Deloitte & Touche LLP its independence. In reliance on the
reviews and discussions referred to above, the Audit Committee recommended to
the Board that the audited financial statements for the fiscal year ended
December 31, 2007 be included in the Company’s Annual Report on
Form 10-KSB, for filing with the Securities and Exchange
Commission.





The members of the
Audit Committee are not currently professionally engaged in the practice of
auditing or accounting.  Members of the Audit Committee rely, without
independent verification, on the information provided to them and on the
representations made by management and the independent
accountants.  Accordingly, the Audit Committee’s oversight does not
provide an independent basis to determine that management has maintained
procedures designed to assure compliance with accounting standards and
applicable laws and regulations.  Furthermore, the Audit Committee’s
considerations and discussions referred to above do not assure that the audit of
the Company’s financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles and that
the Company’s independent accountants are in fact “independent.”





AUDIT
COMMITTEE





Brian
Usher-Jones


Steven
Dulmage


Jason
Moretto








26





Executive
Officers





The following table
presents information with respect to our executive officers, as of March 26,
2008.





Name
            Age
            PositionJohn G.
      Simmonds
            57
            Chief
      Executive Officer and PresidentGary N.
      Hokkanen
            52
            Chief
      Financial OfficerCarrie J.
      Weiler
            49
            Corporate
      Secretary





John G. Simmonds, Chief Executive
Officer, President and Chairman of the Board.See
“Biographical Information Regarding Directors” above for information regarding
Mr. Simmonds.





Carrie J. Weiler, Corporate Secretary
and Director.See “Biographical Information Regarding
Directors” above for information regarding Ms. Weiler.





Gary N. Hokkanen,
Chief Financial Officer.Mr. Hokkanen has served as the
Company's CFO since May 29, 2003.  Mr. Hokkanen is an executive level
financial manager with over 10 years experience in public company financial
management.  Mr. Hokkanen holds a Bachelor of Arts degree from the
University of Toronto and is a CMA (Certified Management Accountant) and a
member of the Society of Management Accountants, Ontario.  From
January 2001 to April 2003 Mr. Hokkanen was CFO of IRMG Inc., a Toronto based
financial management consulting firm.  Mr. Hokkanen served as CFO of
Simmonds Capital Limited from July 1998 to January 2001 and served as CFO of
Trackpower Inc. from February 1998 to June 2001.  In May of 2005 Mr.
Hokkanen was reappointed CFO of Trackpower Inc., resigned in August 2006 and was
reappointed in June 2007.  For the period April 1996 to July 1998, Mr.
Hokkanen served as Treasurer of Simmonds Capital Limited. In
November 2007, Mr. Hokkanen was appointed a director and officer of Sagittarius
Capital Corporation (a TSX Venture Exchange capital pool company). He has also
served as CFO for Newlook Industies Corp. (TSX Venture Exchange), Eiger
Technology Inc. (TSX), Lumonall, Inc. (OTCBB) and Racino Royale Inc. (OTCBB)
since July 2007.





Compliance with Section 16(a) of
the Securities Exchange Act of 1934





Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires the Company’s
directors and executive officers, as well as persons beneficially owning more
than 10% of the outstanding Common Stock, to file certain reports of ownership
with the Securities and Exchange Commission within specified time
periods.  Such officers, directors and shareholders are also required
by Securities and Exchange Commission rules to furnish the Company with copies
of all Section 16(a) forms they file.  Based solely on its review
of such forms, all requirements received by the Company, or written
representations from certain reporting persons, the Company believes that
between January 1, 2007 and December 31, 2007, all Section 16(a) filing
requirements applicable to its officers, directors and 10% shareholders were
met.





Code
of Ethics





The Board adopted a
Code of Ethics in fiscal 2004, which applies to the Company’s executive
officers, as well as the executive officers of the Company’s
subsidiaries.





You can obtain
copies of our current committee charters and Code of Ethics by writing to our
Corporate Secretary at 3565 King Road, Suite 102, King City, Ontario L7B 1M3,
who shall provide copies without charge to any person.








Item
10.  Executive
Compensation.





The following table
sets forth compensation for each of the past two fiscal years with respect to
each person who served as Chief Executive Officer of the Company and each of the
two most highly-compensated executive officers of the Company, as well as the
two most highly-compensated non-executive officers of the Company, in each case
who earned a total annual salary and bonuses that exceeded
$100,000.





27








Summary
Compensation Table





Annual
      CompensationName
      and Principal Position
            Fiscal
      Year Ended Dec 31,
            Salary
              ($)
            Bonus
              ($)
            Stock
      Awards ($)
            Options
      Awards ($)
            Non-Equity
      Incentive Plan Compensation
              ($)
            Non-Qualified
      Deferred Compensation Earnings ($)
            All
      Other Compensation
              ($)
            Total
              ($)Bradley J.
      Poulos Chief Executive Officer (1)
            2007
              2006
            $85,942
              $161,537
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            $11,980
              $16,106
            $97,922
              $177,643John G.
      Simmonds Chief Executive Officer (2)
            2007
              2006
            $172,664
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            $8,476
              $14,000
            $181,140
              $14,000Gary N.
      Hokkanen
              Chief
      Financial Officer (3)
            2007
              2006
            $123,729
              $143,285
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            $7,983
              $8,318
            $131,712
              $151,603Carrie J.
      Weiler
              Corporate
      Secretary (4)
            2007
              2006
            $78,405
              $60,451
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            $8,476
              ----------
            $86,881
              $60,451Allen G.
      Cowie
              President,
      Retail Operations (5)
            2007
              2006
            $141,270
              $132,471
            $47,090
              $51,327
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            $13,620
              $12,212
            $201,980
              $196,010David
      MacKinnon
              Chief
      Technology Officer (6)
            2007
              2006
            $27,235
              $133,189
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              ----------
            ----------
              $3,876
            $27,235
              $137,065





(1)
            Mr. Poulos
      was appointed the Company’s President on March 4, 2005, in connection with
      the acquisition of mmwave Technologies Inc. On September 12, 2005 the
      Board of Directors appointed Mr. Poulos as President and CEO. Mr. Poulos
      resigned as CEO on February 4, 2007. 2007 salary represents severance
      payments made to Mr. Poulos.





(2)
            Mr. Simmonds
      joined the Company in March 2003, served as CEO until September 12, 2005
      and as Chairman of the Board and a director until April 17,
      2006.  Mr. Simmonds resigned as a director on April 17, 2006.
      Mr. Simmonds was reappointed to the Board of Directors on February 4, 2007
      and was appointed CEO as of the same date. On February 19, 2007, Mr.
      Simmonds was elected Chairman of the Board of
  Directors.





(3)
            Mr. Hokkanen
      joined the Company as CFO on May 29,
2003.





(4)
            Ms. Weiler
      joined the Company as Corporate Secretary on May 29,
  2003.





(5)
            Mr. Cowie
      joined the Company through the acquisition of Wireless Age Communications
      Ltd. (the retail operating segment) in October 2002. Mr. Cowie was
      appointed President of the Retail Operations in October
    2004.





(6)
            Mr. MacKinnon
      joined the Company as Chief Technology Officer on August 1, 2005, through
      the acquisition of Knowlton Pass Electronics Inc. Mr. MacKinnon employment
      was terminated on September 30,
2006.





Option
Grants in 2007 Fiscal Year





The Company made no
option grants in 2007














28





Outstanding
Equity Awards at the End of Fiscal 2006





Option
      Awards
            Stock
      AwardsName
      and Principal Position
            Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
            Number
      of Securities Underlying Unexercised Options (#)
    Unexercisable
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
              (#)
            Option
      Exercise Price ($)
            Option
      Expiration Date
            Number
      of Shares or Units of Stock That Have Not Vested
              (#)
            Market
      Value of Shares or Units of Stock That Have Not Vested
              ($)
            Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      That Have Not Vested (#)
            Equity
      Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or
      Other Rights That Have Not Vested
              ($)John G.
      Simmonds Chief Executive Officer
            None
            None
            None
            None
            None
            None
            None
            None
            NoneGary N.
      Hokkanen
              Chief
      Financial Officer
            None
            None
            None
            None
            None
            None
            None
            None
            NoneCarrie J.
      Weiler
              Corporate
      Secretary
            None
            None
            None
            None
            None
            None
            None
            None
            NoneAllen G.
      Cowie
              President,
      Retail Operations
            None
            None
            None
            None
            None
            None
            None
            None
            None





Compensation
of Directors





Director
      CompensationName
      and Principal Position
            Fees
      Earned or Paid in Cash
              ($)
            Stock
      Awards ($)
            Options
      Awards ($)
            Non-Equity
      Incentive Plan Compensation
              ($)
            Non-Qualified
      Deferred Compensation Earnings ($)
            All
      Other Compensation
              ($)
            Total
              ($)Steven
      Dulmage, Director
            $25,500
            ----------
            ----------
            ----------
            ----------
            ----------
            $25,500Brian
      Usher-Jones, Director
            $25,500
            ----------
            ----------
            ----------
            ----------
            ----------
            $25,500





Fees





The following fees
were paid to directors who were not employees of the Company during fiscal
2007.  During 2007, all directors received fees for services rendered
on the Board.  Directors who are full-time employees of the Company
receive no additional compensation for serving as directors.  Board
members also are reimbursed for all expenses associated with attending Board or
Committee meetings. Non-employee directors are paid a $20,000 retainer per annum
and meeting fees as follows:





F  Fee
      for each Board meeting
            
            $
            500F  Fee
      for each telephone meeting
            
            $
            500Fee for
      each Committee meeting
            
            $
            500





Compensation
Committee Interlocks





During the fiscal
year 2007, the Compensation Committee consisted of Messrs. Usher-Jones, Dulmage
and Moretto.  Mr. Valliere effectively resigned as a committee member
due to his resignation from the Board of Directors on February 19,
2007.








29





Employment
Arrangements





On July 2, 2007,
Mr. Gary N. Hokkanen, Chief Financial Officer of Wireless Age Communications,
Inc. (the “Company”), agreed to modify his employment arrangement with the
Company, effective July 1, 2007.  Mr. Hokkanen has served as the
Company’s Chief Financial Officer since May of 2003.





The Company
previously reported on a Form 8-K filed on January 4, 2006, that Mr. Hokkanen
was compensated under an Employment Agreement dated December 30, 2005. Under the
terms of this Employment Agreement, Mr. Hokkanen would receive annual
compensation of CAD$175,000. Mr. Hokkanen was also to receive an annual bonus of
CAD$50,000 based on a yet to be determined annual criteria. Mr. Hokkanen’s
Employment Agreement also contained other customary terms and conditions
commensurate with the position.





On July 2, 2007,
Mr. Hokkanen and the Company entered into a Consulting Services Agreement
pursuant to which Mr. Hokkanen agreed to reduce his annual compensation to
CAD$100,000 and provisions for a bonus were rescinded. The initial term of the
Consulting Services Agreement expires June 30, 2009 and if renewed will be
renegotiated at that time. All other terms and conditions remain unchanged. The
Company and Mr. Hokkanen agreed that due to reduced role and compensation he
would not devote all of his time to Company matters. Effective January 1, 2008,
Mr. Hokkanen’s salary was increased to CAD$120,000 and a bonus of 1.25% of
earnings before interest, taxes, depreciation and amortization (“EBITDA”) if
EBITDA exceeds $2,000,000.





On October 1, 2005,
the Company entered into a consulting agreement with Medallion Corporation, an
entity solely owned by Ms. Carrie Weiler, to obtain the part time corporate
secretarial services of Ms. Weiler for a monthly fee of $5,350.  The
contract expired on September 30, 2006 but was revised to approximately $7,040
(CAD$8,000) per month effective March 1, 2007. Beginning January 1, 2008 Ms.
Weiler salary was increased to CAD$108,000 plus a bonus calculated as 1.25% of
EBITDA if EBITDA exceeds $2,000,000.





On January 1, 2006,
the Company, entered into an Employment Agreement with Mr. Allen G. Cowie as
President of the Company’s wholly owned subsidiaries Wireless Age Communications
Ltd. and Wireless Source Distribution Ltd. (the “Cowie Employment
Agreement”).  Mr. Cowie has served as President of both companies
since October 2004 and previously as Vice-President of Wireless Source
Distribution Ltd. since inception in 2002 and Wireless Age Communications Ltd.
since July 2000.  Under the terms of the Cowie Employment Agreement,
Mr. Cowie will receive annual compensation of CAD$150,000.  Mr. Cowie
is also to receive an annual bonus based on a percentage (between 1% and 2.5%
depending upon achieving certain minimum levels) of EBITDA of Wireless Age
Communications Ltd. and Wireless Source Distribution Ltd.  Mr. Cowie
will also be eligible for an additional bonus of up to 15% of his annual base
salary at the discretion of the CEO based on his performance in general. Mr.
Cowie will receive a monthly car allowance of CAD$1,200. Mr. Cowie will receive
3 weeks vacation and will be eligible for employee benefit plans offered to
other Company personnel.  Mr. Cowie has agreed to the Company's
customary provisions for loyalty, confidentiality and ownership of intellectual
property.  If the Company terminates the employment of Mr. Cowie
without cause, the Company shall pay Mr. Cowie a payment of twelve times his
current monthly base salary, a payment representing his EBITDA bonus earned thus
far and a payment of one month’s salary for every full year of
service.  The Company will have the right at any time to terminate Mr.
Cowie for just cause without having to make such payments if Mr. Cowie is
terminated for just cause or if Mr. Cowie voluntarily resigns or otherwise
voluntarily terminates his agreement with the Company.





The initial term of
Mr. John Simmonds’ Employment Agreement was February 1, 2007 to March 31, 2008
and could be terminated by the Company on 30 days written
notice.  Under the terms of the Employment Agreement, Mr. Simmonds
would receive annual compensation of CAD$200,000 (approximately US$184,000)
beginning February 1, 2007.  Mr. Simmonds’ Employment Agreement
contained other customary terms and conditions commensurate with the position,
including a car allowance, repayment out of pocket expenses and reimbursement
for personal office rent and utilities. Effective January 1, 2008, Mr. Simmonds’
annual salary was increased to CAD$240,000 and a bonus of 2% of EBITDA if EBITDA
exceeds $2,000,000.








30





Compensation
Committee Report on Executive Compensation





The Compensation
Committee consists of two non-employee directors, Messrs. Usher-Jones and
Dulmage. On February 19, 2007, Mr. Valliere resigned from the Board of Directors
and from the committee as well. The Compensation Committee has the
responsibility for allocation of cash compensation and stock options to senior
executive officers of the Company.





The entire Board
regularly reviews the Compensation Committee decisions relating to executive
compensation.  The Company’s executive compensation policies, as
endorsed by the Compensation Committee, have been designed to provide a balanced
compensation program that will assist the Company in its efforts to attract,
motivate and retain talented executives who the Compensation Committee and
senior management believe are important to the long-term financial success of
the Company.





Compensation
Committee





Steven
Dulmage


Brian
Usher-Jones








Item
11.                            Security Ownership of
Certain Beneficial Owners and Management.





As of December 31,
2007, there were no securities of the Company authorized for issuance under
equity compensation plans.





The following table
sets forth certain information regarding the beneficial ownership of Common
Stock as of March 26, 2008 by (i) each director of the Company,
(ii) each of the Company’s officers named in the Summary Compensation Table
(collectively, the “Named Executive Officers”), (iii) each person who is
known by the Company to be the beneficial owner of more than five percent of the
Company’s outstanding Common Stock, and (iv) all directors and executive
officers as a group.  Except as otherwise indicated below, each person
named has sole voting and investment power with respect to the shares
indicated.





Amount
      and Nature ofBeneficial
      OwnershipName
      and Address of
            
            
            
            Options/Beneficial
      Owner (1)
            
            Shares
            
            Warrants
      (2)
            
            Total
      (2)
            
            Percent
      (2)Steven
      Dulmage
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            *Gary
      Hokkanen
            
            
            16,826
            
            
            
            0
            
            
            
            16,826
            
            
            
            *John
      Simmonds
            
            
            623,600
            
            
            
            0
            
            
            
            623,600
            
            
            
            1.1%Brian
      Usher-Jones
            
            
            887,500
            
            
            
            0
            
            
            
            887,500
            
            
            
            1.5%Carrie
      Weiler
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            *Allen
      Cowie
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            *Jason
      Moretto
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            *Newlook
      Industries Corp.
            
            
            31,594,767
            
            
            
            0
            
            
            
            31,594,767
            
            
            
            53.8%All executive
      officers
              and directors
      as a
              group (7
      persons)(3)
            
            
            1,527,926
            
            
            
            0
            
            
            
            1,527,926
            
            
            
            2.6%(1)
            The mailing
      address for each individual listed herein is c/o Wireless Age
      Communications, Inc. 3565 King Road, Suite 102, King City, Ontario L7B
      1M3(2)
            Includes
      options and warrants exercisable as of the date hereof or within
      60 days hereafter. Holdings of less than 1% are indicated by
      “*”.  Based upon 58,781,842 shares issued and outstanding
      as of March 26, 2008, (excluding any shares issuable under options or
      warrants, except with respect to the beneficial holder thereof as
      indicated in the table above).(3)
            Officers and
      Directors as a group include Brian Usher-Jones, Steven Dulmage, Gary
      Hokkanen, Carrie Weiler, John Simmonds, Jason Moretto and Allen
      Cowie.








31











Changes
in Control





On June 29, 2007, a
change in control of the Company occurred. As a result of entering into the
Settlement and Release and a Share Exchange Agreement with third parties on June
29, 2007, Newlook owns 31,594,767 shares of the Company's common stock, which
was 53.4% of the total number of issued and outstanding shares of the Company's
common stock at the time.





On June 29, 2007,
Newlook acquired an additional 3,426,500 shares of the Company's common stock
pursuant to the terms and conditions of a Share Exchange Agreement (the "Share
Exchange Agreement") by and among Newlook and Bradley Poulos, Brad Poulos
Holdings, Glenn Poulos, Glenn Poulos Holdings and Sylvain LaFreniere. Pursuant
to the Share Exchange Agreement, Newlook exchanged 1,018,432 shares of Newlook's
securities in exchange for 3,426,500 shares of the Company's common
stock.





At the present
time, the Company is unaware of any arrangements which may result in a change in
control of the Company.





Item
12.                            Certain Relationships and
Related Transactions, and Director Independence.





Through the acquisition of mmwave, the
Company acquired a debt by Xpress Test Solutions Inc. (an entity in whicha former director of the
Company is a minority shareholder) to mmwave of $181,676. During fiscal 2005 and
since acquisition date of mmwave, the Company has sold
products totaling
$6,655and provided services valued at
$39,851to Xpress Test Solutions.On December 31, 2005, Xpress Test
Solutions Inc. provided the Company a $181,676,8% promissory note pursuant to which
Xpress Test Solutions Inc. agreed to repay the note over a two year period with
an initialpayment of
$21,496in January 2006,
followed by twenty three monthly payments of $6,999beginning on February 28, 2006 and
ending on December 31, 2007. The shareholders of Xpress Test Solutions Inc. also
entered into a Pledge and Security Agreement under which the shares of Xpress
Test Solutions Inc. were pledged to the Company as security for the promissory
note.As of June 29, 2007,
Xpress Test Solutions Inc. owed mmwave $90,003.  Pursuant to a
settlement agreement with Brad Poulos dated June 26, 2007 the Xpress Test
Solutions debt was transferred to Brad Poulos.





On December 31, 2005, the Company
terminated theLumonall
(formerly known as Midland International Corporation)management services agreement and
negotiated a settlement agreement whereby all amounts owed to the Company were
converted intoan 8%
promissory note in the amount of $424,734, pursuant to whichLumonallagreed to repay the note over a one year
period with an initial payment of $100,000 on March 15, 2006, followed by three
payments of $108,244.66 on June 30, 2006, September 30, 2006 and December 31,
2006.Lumonallalso agreed to enter into a General
Security Agreement providing a first charge security position on all of the
assets ofLumonalto the Company.According to the terms of the promissory
note, the Company has the option, but not the obligation, to convert the
outstanding principal and interest payment due on each of June 30, 2006,
September 30, 2006 and December 31, 2006 into shares ofMidlandcommon stock at $0.035 per
share.Midlandfailed to make the payments to the
Company and during fiscal 2006 the Company reserved the full amount as a
doubtful account.





In July 2006, Mr. Brad Poulos and Mr.Glenn Pouloswere issued one time stock bonuses of
900,000 and 1,000,000 shares of the Company’s common stock for obtaining a
contract with a global telecommunications manufacturer. Mr. Brad Poulos directed
the Company to issue 100,000 of his 1,000,000 share bonus to Mr. Hokkanen, the
Company’s CFO, for his efforts in assisting the Company to obtain the
contract.





On December 29, 2006, the Company sold
4,860,000 shares of Midland International Corporation to John Simmonds in
exchange for a cash payment of $48,600. At the time Mr. Simmonds was not an
officer or director nor did he hold any ownership position in the
Company.  During fiscal 2007, the Company collected $150,000 from
Lumonall.





On February 19,
2007, Mr. Glenn Poulos entered into an agreement with the Company whereby he
resigned as a member of the Board of Directors of the Company, as President of
mmwave and as a Director of mmwave. Under the provision of the agreement Mr.
Glenn Poulos agreed to accept a severance of approximately $122,000 paid over a
one year period.  On February 19, 2007, Mr. Brad Poulos entered into
an agreement with the Company whereby he resigned as President of the Company
and as Chairman of the Board of Directors. Under the provision of his agreement
Brad Poulos agreed to accept a severance of approximately $360,000 paid over a
three year period.





32











Mr. Brad Poulos and
Mr. Glenn Poulos agreed to return 900,000 and 1,000,000 shares of the Company’s
common stock, respectively, issued as a special bonus during 2006 subject to
receiving three year warrants to purchase the same number of shares of the
Company’s common stock exercisable at $0.15 per share. At the time of issuance,
Mr. Brad Poulos directed the Company to issue 100,000 of his 1,000,000 share
bonus to Mr. Hokkanen. Mr. Hokkanen also agreed to return 100,000 shares of the
Company’s common stock issued as a special bonus and will receive warrants on
the same replacement basis as Mr. Brad Poulos and Mr. Glenn Poulos.





On November 23,
2007 the Company completed a series of related transactions whereby it acquired
a total of 751,807 common shares of Newlook and purchased for cancellation
warrants to purchase 2,000,000 common shares of Wireless Age.





The Company paid
total consideration of approximately CAD$473,957 to acquire the shares and
warrants. The Company acquired; 1) 401,250 Newlook common shares and 1,000,000
warrants from Glenn Poulos, 2) 350,557 Newlook common shares and 900,000
warrants from Brad Poulos and 3) 100,000 warrants from Gary Hokkanen. Glenn
Poulos is a former director of Wireless Age and was President of mmwave. Brad
Poulos is as former director and officer of Wireless Age and Gary Hokkanen is
Chief Financial Officer of the Company. The total consideration paid to Glenn
Poulos was CAD$250,000, paid in five consecutive monthly installments of $50,000
beginning on November 16, 2007. Total consideration paid to Brad Poulos was
CAD$219,153.50 paid in five consecutive monthly installments of CAD$43,830.70
beginning on November 23, 2007. The Company paid US$4,875 to Gary Hokkanen in
one payment.





Effective February
1, 2007, the Company began compensating Mr. Simmonds, the Company’s CEO for rent
and utilities totaling $1,760 (CAD$2,000) for an office location occupied by Mr.
Simmonds and Ms. Weiler, the Company’s Corporate Secretary.





The Board believes
that all of the foregoing related party transactions were made on terms that
were fair and reasonable to the Company.  Directors having an economic
interest in the outcome of such transactions did not participate in the
deliberation or voting with respect to such actions on the part of the
Company.





Item
      13.  Exhibits, List and Reports on Form
  8-K.





Exhibit
      No.
            Description--------------
            ----------------------------Exhibit
      3.1
            Certificate
      of incorporation, as amended to date, incorporated by reference to the
      exhibits of the Company's Form SB-2 filed with the Commission on February
      26, 2001.Exhibit
      3.2
            Bylaws as
      currently in effect, incorporated by reference to the exhibits of the
      Company's Form SB-2 filed with the Commission on February 26,
      2001.Exhibit
      10.1
            Share
      Purchase Agreement as of July 30, 2004 by and among Wireless Age
      Communications, Inc. and A. BRUCE CAMERON, E. ROSE STEINKE, QUASAR PAGING
      LTD., QUASAR COMMUNICATIONS LTD., CAR-JEN HOLDINGS LTD., THOMAS
      COMMUNICATIONS LTD., I. TOOMBS & SONS HOMES LTD., CLARENCE KNIPPEL and
      LYDIA KNIPPEL (jointly), ALAN VILLETT, and ROBERT C. KING, incorporated by
      reference to exhibit 99.1 of the Company's Form 8-K filed with the
      Commission on August 16, 2004.Exhibit
      10.2
            Agreement
      between Marlon Distributors Ltd., Quasar Paging Ltd., and Bruce Cameron,
      dated September 30, 2004, with respect to the sale of Marlon Recreational
      Products Ltd. incorporated by reference to exhibit 10.20 of the Company's
      Form SB-2 filed with the Commission on February 8,
2005.Exhibit
      10.3
            Stock
      Purchase Agreement between Marlon Distributors Ltd., Wireless Age
      Communications, Inc. and David MacKinnon, Rosemary Gilbert, Joshua
      MacKinnon and James S. Hardy, dated July 29, 2005 incorporated by
      reference to Exhibit 99.1 of the Company’s Form 8-K filed with the
      Commission on August 4, 2005.





33








Exhibit
      10.4
            Termination
      Agreement between Simmonds Mercantile and Management Inc. and Wireless Age
      Communications, Inc., dated September 30, 2005, incorporated by reference
      to Exhibit 99.1 of the Company’s Form 8-K filed with the Commission on
      October 6, 2005.Exhibit
      10.5
            Employment
      Agreement between Wireless Age Communications, Inc. and Gary N. Hokkanen,
      dated December 30, 2005, incorporated by reference to Exhibit 99.1 of the
      Company's Form 8-K filed with the Commission on January 4,
      2006.Exhibit
      10.6
            Factoring and
      Demand Revolving Loan Agreement between TCE Capital Corporation and
      Wireless Communications Ltd. and Wireless Source Distribution Ltd. dated
      January 17, 2006, incorporated by reference to Exhibit 10.37 of the
      Company’s Form 10-KSB filed with the Commission on March 30,
      2006.Exhibit
      10.7
            Preferred
      Stock Purchase Agreement between Wireless Age Communications, Inc. and
      Barron Partners L.P.  dated August 3, 2006, incorporated by
      reference to Exhibit 10.38 of the Company’s Form SB-2 Amendment No. 1
      filed with the Commission on September 15, 2006.Exhibit
      10.8
            Registration
      Rights Agreement between Wireless Age Communications, Inc. and Barron
      Partners L.P. dated August 3, 2006, incorporated by reference to Exhibit
      10.39 of the Company’s Form SB-2 Amendment No. 1 filed with the Commission
      on September 15, 2006.Exhibit
      10.9
            Common Stock
      Purchase Warrant “A” issued by Wireless Age Communications, Inc. to Barron
      Partners L.P. dated August 3, 2006, incorporated by reference to Exhibit
      10.40 of the Company’s Form SB-2 Amendment No. 1 filed with the Commission
      on September 15, 2006.Exhibit
      10.10
            Common Stock
      Purchase Warrant “B” issued by Wireless Age Communications, Inc. to Barron
      Partners L.P. dated August 3, 2006, incorporated by reference to Exhibit
      10.41 of the Company’s Form SB-2 Amendment No. 1 filed with the Commission
      on September 15, 2006.Exhibit
      10.11
            Settlement
      Agreement between Newlook Industries Corp. and Wireless Age
      Communications, Inc. dated June 29, 2007*Exhibit
      10.12
            Factoring
      Agreement Amendment Agreement between TCE Capital Corporation, Wireless
      Age Communications Ltd., Wireless Source Distribution Ltd. Wireless Age
      Communications, Inc., Newlook Industries Corp. and Onlinetel Corp. dated
      December 13, 2007.*Exhibit
      21
            Subsidiaries
      of the Company.*Exhibit
      31.1
            Section 302
      Certification of the Chief Executive Officer*Exhibit
      31.2
            Section 302
      Certification of the Chief Financial Officer*Exhibit
      32.1
            Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2003.*Exhibit
      32.2
            Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2003.**Filed
      herein








34





Item
14.  Principal Accountant Fees and Services.







On March 26, 2004,
the Audit Committee adopted a Pre-approval Policy (“Policy”) governing the
approval of all audit and non-audit services performed by the independent
auditor in order to ensure that the performance of such services does not impair
the auditor’s independence.






According to the
Policy, the Audit Committee will annually review and pre-approve the services
and fees that may be provided by the independent auditor during the following
year.  The Policy specifically describes the services and fees related
to the annual audit, other services that are audit-related, preparation of tax
returns and tax related compliance services and all other services that have the
general pre-approval of the Audit Committee.  The term of any general
pre-approval is 12 months from the date of pre-approval, unless the Audit
Committee specifically provides for a different period.






Any service to be
provided by the independent auditor that has not received general pre-approval
under the Policy is required to be submitted to the Audit Committee for approval
prior to the commencement of a substantial portion of the
engagement.  Any proposed service exceeding pre-approved cost levels
is also required to be submitted to the Audit Committee for specific
approval.






The Audit Committee
will revise the list of general pre-approved services from time to time based on
subsequent determinations.  The Committee does not delegate its
responsibilities to pre-approve services performed by the independent auditor to
management.






Fees






The following table
sets forth the aggregate fees billed by the Company’s independent auditors for
fiscal years and 2006 and 2007:




Year
            Audit
      Fees (1)
            Audit
      Related Fees (2)
            Tax
      Fees
            All
      Other Fees (3)
            Total2006
            $90,706
            $25,597
            $ Nil
            $ Nil
            $116,3032007
            $76,380
            $ Nil
            $
      Nil
            $
      Nil
            $76,380





(1)
            Includes fees
      for the annual audit and quarterly
reviews.





(2)           Includes
fees for services for miscellaneous compliance audits and other SEC
filings.





Change of
Auditor





Effective January
29, 2008, the public accounting practice of the firm of Mintz & Partners LLP
(“Mintz”), the Company’s independent accountant who audited the consolidated
financial statements for our fiscal years ending December 31, 2006, 2005, 2004
and 2003 was acquired by Deloitte & Touche LLP (“Deloitte”).





The Company’s
future audit opinions will be provided by the Deloitte & Touche
LLP.











35








SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereto duly
authorized.





Date:  March
31, 2008


WIRELESS AGE COMMUNICATIONS,
INC.





By:/s/ John G.
      SimmondsJohn G.
      Simmonds, Chief Executive
Officer








In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.





Name
            Title
            Date/s/ John G.
      Simmonds
            
            March 31,
      2008John
      G. Simmonds
            CEO, Director
      and Chairman of the Board (principal executive officer)/s/ Brian
      Usher-Jones
            
            March 31,
      2008Brian
      Usher-Jones
            Director/s/ Stephen
      Dulmage
            
            March 31,
      2008Stephen
      Dulmange
            Director/s/ Carrie J.
      Weiler
            
            March 31,
      2008Carrie
      J. Weiler
            Corporate
      Secretary, Director/s/ Jason
      Moretto
            
            March 31,
      2008Jason
      Moretto
            Director/s/ Gary N.
      Hokkanen
            
            March 31,
      2008Gary
      N. Hokkanen
            CFO
              (principal
      accounting officer)