UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549

                                  FORM 10-KSB/A
                                (AMENDMENT NO. 1)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                  For the fiscal year ended December 31, 2005

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

            For the transition period from __________to____________

                          Commission File No. 001-31338

                        WIRELESS AGE COMMUNICATIONS, INC.
                 (Name of Small Business Issuer in its Charter)

            NEVADA                                      98-0336674
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                            6200 TOMKEN ROAD, UNIT A
                      MISSISSAUGA, ONTARIO, CANADA, L5T 1X7
                    (Address of Principal Executive Offices)

                                  905-696-2855
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:     None

Securities registered pursuant to Section 12(g) of the 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 |X| No |_|

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 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, 2005 were
$24,225,811.

Based on the closing price on April 18, 2006 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 $7,922,490.


<PAGE>

As of April 19, 2006, the number of shares outstanding of the registrant's
Common Stock was 29,121,046 shares.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check One): Yes |_| No |X|

EXPLANATORY NOTE: This amendment on Form 10-KSB/A to the Annual Report on Form
10-KSB of Wireless Age Communications, Inc. (referred to herein as "we," "us" or
the "Company") for the fiscal year ended December 31, 2005 (the "Original
Filing"), which was filed with the Securities and Exchange Commission ("SEC") on
March 30, 2006, is being filed to amend Part III, to include the information
contained herein.


                                       2
<PAGE>

                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The Company's current Board of Directors (the "Board") is comprised of Bradley
J. Poulos, Brian Usher-Jones and Steven Dulmage. Each director's term expires
upon the election and qualification of their successor. John G. Simmonds and
Kenneth Adelberg resigned as directors on April 17, 2006.

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

           NAME                         AGE         POSITION
           ----                         ---         --------
           Bradley J. Poulos             46         Chairman of the Board
           Steven Dulmage                62         Director
           Brian Usher-Jones             59         Director

BIOGRAPHICAL INFORMATION REGARDING DIRECTORS

BRADLEY J. POULOS, PRESIDENT, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR.
Mr. Poulos served as the President of the Company's subsidiary mmwave
Technologies Inc. from 1998 to 2005. He was appointed as a director of the
Company on March 4, 2005 and was appointed CEO of the Company on September 12,
2005. Mr. Poulos became Chairman of the Company's Board of Directors on April
17, 2006. Located in Mississauga (Toronto), Canada, Mr. Poulos oversees the
operations of the Company on a day-to-day basis. Mr. Poulos has 20 years
experience in the telecommunications industry, including 15 years at Telesat
Canada, where he held progressively senior positions in both technical and
marketing roles. At the time of his departure to join mmwave, he was responsible
for sales and marketing for Telesat's voice and data business. He has extensive
experience in the operation, design and building of wireless networks of all
kinds. Mr. Poulos earned an Electronics Engineering Technologist Diploma (DeVry)
in 1983 and a Master of Business Administration from the Ivey School of Business
(University of Western Ontario) in 1996.

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
currently serves 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.

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 currently serves as a director of
various public companies including Xplore Technologies Corp., 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.

                                       3
<PAGE>

BOARD AND COMMITTEE MEETINGS

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

The Board held nine meetings during the 2005 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 2005 and 2006 committees are comprised as follows:

         2005 AUDIT COMMITTEE               2005 COMPENSATION COMMITTEE
         Brian Usher-Jones (Chair)          Kenneth Adelberg (Chair)
         Kenneth Adelberg                   Brian Usher-Jones
         Steven Dulmage                     Steven Dulmage

         The current committees are comprised as follows:

         2006 AUDIT COMMITTEE               2006 COMPENSATION COMMITTEE
         Brian Usher-Jones (Chair)          Steven Dulmage (Chair)
         Steven Dulmage                     Brian Usher-Jones

Mr. Adelberg resigned as a committee member of the audit committee and
compensation committee effective April 17, 2006 when he resigned as a director.
Mr. Simmonds also resigned as a director on April 17, 2006 but did not serve as
a committee member prior to his resignation.

The audit committee of the Board (the "Audit Committee") held four meetings
during fiscal 2005. 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 2005 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 two of its current three members are
"independent". These directors are Messrs. Brian Usher-Jones 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.


                                       4
<PAGE>

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' 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: o reviewing and discussing the audited financial statements with
management;

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


                                       5
<PAGE>

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, 2005, as audited by Mintz & Partners, the
Company's independent auditors, and has discussed these financial statements
with management. In addition, the Audit Committee has discussed with Mintz &
Partners 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 Mintz & Partners required by the Independence Standards
Board Standard No. 1 and has discussed with Mintz & Partners 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, 2005 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


                                       6
<PAGE>

                               EXECUTIVE OFFICERS

The following table presents information with respect to our executive officers,
as of April 19, 2006.

      NAME                         AGE      POSITION
      ----                         ---      --------
      Bradley J. Poulos            46       Chief Executive Officer
      Gary Hokkanen                50       Chief Financial Officer
      David MacKinnon              55       Chief Technology Officer
      Carrie Weiler                47       Corporate Secretary

BRADLEY J. POULOS, CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD.
See "Biographical Information Regarding Directors" above for information
regarding Mr. Poulos.

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 7 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. and continues to serve in
such capacity. For the period April 1996 to July 1998, Mr. Hokkanen served as
Treasurer of Simmonds Capital Limited. On October 15, 2004 Mr. Hokkanen was
appointed CFO of Midland International Corporation and continues to serve in
such capacity.

DAVID MACKINNON, CHIEF TECHNOLOGY OFFICER. Mr. MacKinnon has served as the
Company's CTO since August 18, 2005. Mr. MacKinnon has experience in wireless
communications systems, business development and management. Since May of 2004
Mr. MacKinnon has been employed by the Company, providing strategic guidance to
these entities regarding technical matters and potential acquisitions. Since
April of 2004 he has also been President and a member of the Board of Directors
of Knowlton Pass Electronics Inc. ("Knowlton Pass"), an entity recently acquired
by one of the Company's wholly owned subsidiaries, Marlon Distributors Ltd.
("Marlon"). From 1995 until May of 2004, Mr. MacKinnon was employed as the
Chairman of Selmah House, Ltd., a private company involved in the business of
technology consulting, financial services and investments. Mr. MacKinnon
graduated in 1971 from St. Mary's University in Halifax, Nova Scotia.

CARRIE J. WEILER, CORPORATE SECRETARY. Ms. Weiler was appointed Secretary of the
Company on May 29, 2003. Ms. Weiler also provides services to the Simmonds
Capital Limited group of companies which she joined in 1979. She has served as
Vice President of Corporate Development for Simmonds Capital Limited and its
divisions since 1994 and 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 and continues to serve in such
capacity.

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, 2005 and
December 31, 2005, all Section 16(a) filing requirements applicable to its
officers, directors and 10% shareholders were met.


                                       7
<PAGE>

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 6200 Tomken Road, Unit A, Mississauga,
Ontario, Canada, L5T 1X7, who shall provide copies without charge to any person.


ITEM 10. EXECUTIVE COMPENSATION.

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

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                                   LONG TERM COMPENSATION
------------------------------------------------------------------ -------------------------- -------------------------
                                                                            AWARDS            PAYOUTS
-----------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL   YEAR     SALARY     BONUS ($)  OTHER ANNUAL   RESTRICTED    SECURITIES   LTIP       ALL OTHER
POSITION                      ($)                   COMPENSATION   STOCK         UNDERLYING   PAYOUTS    COMPENSATION
                                                    ($)            AWARD(S) ($)  OPTIONS/SARS ($)        ($)
                                                                                 (#)
-----------------------------------------------------------------------------------------------------------------------
<S>                  <C>      <C>                   <C>                                                  <C>
Bradley J. Poulos    2005     $152,098              $11,551                                              $3,311
Chief Executive      2004
Officer (1)          2003
-----------------------------------------------------------------------------------------------------------------------
John G. Simmonds     2005     $272,750              $7,442
Chief Executive      2004     $267,425             $5,000
Officer (2)          2003     $92,362
-----------------------------------------------------------------------------------------------------------------------
Gary N. Hokkanen     2005     $141,604              $4,362
Chief Financial      2004     $112,708
Officer (3)          2003
-----------------------------------------------------------------------------------------------------------------------
Carrie J. Weiler     2005     $101,568              $7,442
Corporate            2004     $100,284
Secretary (4)        2003
-----------------------------------------------------------------------------------------------------------------------
David MacKinnon      2005     $119,690              $3,973
Chief Technology     2004
Officer (5)          2003
-----------------------------------------------------------------------------------------------------------------------
Dallas Robinson      2005
Chief Executive      2004
Officer  (6)         2003     $21,757               $1,532
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Mr. Poulos became the Company's President on March 4, 2005, in connection
      with the acquisition of mmwave Technologies Inc. Mr. Poulos was appointed
      President and CEO on September 12, 2005. Mr. Poulos' salary includes
      remuneration paid to him from January 1, 2005 to March 4, 2005 in his
      capacity as President of mmwave, from March 4, 2005 to September 12, 2005
      in his capacity as President of the Company and from September 12, 2005 to
      December 31, 2005 as CEO of the Company. Mr. Poulos received $3,311 in
      directors' fees from mmwave prior to its acquisition by the Company on
      March 4, 2005 and $11,551 in other annual compensation consisting
      primarily of an automobile allowance.

(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 compensated through a management services agreement between
      the Company and Simmonds Mercantile & Management Inc. ("SMMI") pursuant to
      which the Company was obligated to pay SMMI $35,000 per month for the
      executive management services of Mr. Simmonds, as CEO, Mr. Hokkanen as CFO
      and Ms. Weiler as Corporate Secretary. The salary for 2005 represented
      amounts paid by SMMI to Mr. Simmonds directly. Other annual compensation
      primarily includes an automobile allowance paid to Mr. Simmonds by SMMI.
      On September 30, 2005 the SMMI management services agreement was
      terminated by the Company and Mr. Simmonds is no longer being compensated
      by the Company for management services.


                                       8
<PAGE>

(3)      Mr. Hokkanen joined the Company as CFO on May 29, 2003. Mr. Hokkanen
         was compensated through the SMMI management services agreement up to
         and including September 30, 2005. Salary amounts disclosed include a
         salary paid by SMMI to Mr. Hokkanen prior to September 30, 2005.
         Effective October 1, 2005 Mr. Hokkanen became a direct employee of the
         Company and salary amounts paid by the Company directly to Mr. Hokkanen
         are also included above. Other annual compensation paid to Mr. Hokkanen
         primarily includes an automobile allowance. During 2003 Mr. Hokkanen's
         salary was less than $100,000.

(4)      Ms. Weiler joined the Company as Corporate Secretary on May 29, 2003.
         Ms Weiler was compensated through the SMMI management services
         agreement up to and including September 30, 2005. Salary amounts
         disclosed include a salary paid by SMMI to Ms. Weiler prior to
         September 30, 2005. Effective October 1, 2005 Ms. Weiler contracted
         directly with the Company for part time services. Other annual
         compensation paid to Ms. Weiler primarily includes an automobile
         allowance. During 2003 Ms. Weiler's salary was less than $100,000.

(5)      Mr. MacKinnon joined the Company as Chief Technology Officer on August
         1, 2005, through the acquisition of Knowlton Pass Electronics Inc. Mr.
         MacKinnon's salary includes remuneration paid to him from January 1,
         2005 to July 31, 2005 in his capacity as President of Knowlton Pass and
         from August 1, 2005 to December 31, 2005 as CTO of the Company. Mr.
         MacKinnon received $3,973 other annual compensation consisting
         primarily of an automobile allowance.

(6)      Mr. Robinson resigned as CEO in March 2003.


OPTION GRANTS IN 2005 FISCAL YEAR

The Company made no option grants in 2005.

COMPENSATION OF DIRECTORS

FEES

The following fees were paid to directors who were not employees of the Company
during fiscal 2005. During 2005, 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:

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

COMPENSATION COMMITTEE INTERLOCKS

During the fiscal year 2005, the Compensation Committee consisted of Messrs.
Adelberg, Usher-Jones, and Dulmage. Mr. Adelberg resigned as a committee member
on April 17, 2006.


                                       9
<PAGE>

EMPLOYMENT ARRANGEMENTS

On May 1, 2003 the Company entered into a Management Services Agreement with
Simmonds Capital Limited for the executive management services of John Simmonds,
as CEO, Carrie Weiler, as Corporate Secretary, Gary Hokkanen, as CFO, as well as
other non-executive level individuals on a time to time basis, for a monthly fee
of $35,000. Prior to the termination of this agreement on September 12, 2005,
Mr. Simmonds resigned as CEO of the Company and was replaced by Mr. Brad Poulos,
who was at the time employed by the Company as President. As Mr. Simmonds was no
longer providing executive management services to the Company as CEO, on
September 30, 2005, the Company negotiated the termination of the Management
Services Agreement effective October 1, 2005.

Pursuant to the terms of the Termination Agreement the Company agreed to pay a
Break Fee represented by a payment of $100,000 (CAD$118,000) paid in two equal
amounts of $50,000 (CAD$59,000) on October 3, 2005 and October 14, 2005. The
Break Fee represented less than three months fees of the remaining seven months
of the Agreement. The Company also agreed to offer employment to Mr. Hokkanen,
Wireless Age's Chief Financial Officer who had been remunerated prior to
termination through the Management Services Agreement on customary terms for
such position directly by Wireless Age. The Company also agreed to offer Ms.
Weiler, Wireless Age's Corporate Secretary who had also been remunerated prior
to termination through the Management Services Agreement, a Consulting Agreement
on customary terms for such position directly by Wireless Age.

In connection with the appointment of Mr. Brad Poulos initially as President of
Wireless Age, the Company entered into an employment agreement with Mr. Brad
Poulos on March 4, 2005 (the "Poulos Employment Agreement"). On February 20,
2006, the Company renegotiated certain provisions of the employment agreement
when Mr. Poulos was appointed CEO. Under the terms of the amended Poulos
Employment Agreement, Mr. Poulos is to serve as CEO of Wireless Age at a base
annual salary of CDN $200,000 (approximately US$174,000). Mr. Poulos is also
eligible for a short term bonus equal to 50% of his base annual salary if he
achieves certain performance milestones. In addition, Mr. Poulos is eligible for
long term bonus of 333,333 shares of the Company to be issued on July 4, 2006,
March 4, 2007 and March 4, 2008 (for a total of 1,000,000 shares in total) if he
achieves certain additional milestones. Mr. Poulos will be granted three weeks
of vacation and will be eligible for employee benefit plans offered to other
Company personnel. The Company will be provided a company vehicle. Mr. Poulos
has agreed to the Company's customary provisions for loyalty, confidentiality
and ownership of intellectual property. The Poulos Employment Agreement will
continue in effect until such time notice is given by the Company, at its sole
discretion at any time, to terminate Mr. Poulos. If the Company terminates the
employment of Mr. Poulos prior to the statutory notice period required under the
laws of Ontario, the Company shall pay Mr. Poulos 200% of his annual base
salary. The Company will have the right at any time to terminate Mr. Poulos for
just cause without having to make such payments if Mr. Poulos is terminated for
just cause or if Mr. Poulos voluntarily resigns or otherwise voluntarily
terminates his agreement with the Company. The Company will continue health and
ancillary benefit coverage for a period of 24 months following termination of
employment. In connection with the Poulos Employment Agreement, the Company was
required to undertake to exercise commercially reasonable efforts to cause Mr.
Brad Poulos to be nominated and elected to the Board.

On December 30, 2005, the Company, entered into an Employment Agreement with Mr.
Gary Hokkanen as CFO, effective October 1, 2005 (the "Hokkanen Employment
Agreement"). Mr. Hokkanen has served as the Company's Chief Financial Officer
since May of 2003. Under the terms of the Hokkanen Employment Agreement, Mr.
Hokkanen will receive annual compensation of CAD$175,000 (approximately
US$152,250) beginning January 1, 2006. For the period October 1, 2005 to
December 31, 2005, Mr. Hokkanen received annual compensation of CAD$160,000
(approximately US$139,200), the same compensation he received from SMMI under
the SMMI Management Services Agreement. Mr. Hokkanen is also to receive an
annual bonus of CAD$50,000 (approximately US$43,500) based on a yet to be
determined annual criteria. Mr. Hokkanen will receive 3 weeks vacation and will
be provided an automobile. Mr. Hokkanen will be granted three weeks of vacation
and will be eligible for employee benefit plans offered to other Company
personnel. The Company will provide a company vehicle. Mr. Hokkanen has agreed
to the Company's customary provisions for loyalty, confidentiality and ownership
of intellectual property. If the Company terminates the employment of Mr.
Hokkanen prior to the statutory notice period required under the laws of
Ontario, the Company shall pay Mr. Hokkanen 200% of his annual base salary. The
Company will have the right at any time to terminate Mr. Hokkanen for just cause
without having to make such payments if Mr. Hokkanen is terminated for just
cause or if Mr. Hokkanen voluntarily resigns or otherwise voluntarily terminates
his agreement with the Company. The Company will continue health and ancillary
benefit coverage for a period of 24 months following the termination of his
employment.


                                       10
<PAGE>

On August 1, 2005, the Company, entered into an Employment Agreement with Mr.
David MacKinnon as Chief Technology Officer (the "MacKinnon Employment
Agreement"). Under the terms of the MacKinnon Employment Agreement, Mr.
MacKinnon will receive annual compensation of CAD$150,000 (approximately
US$130,500). Mr. MacKinnon is also to receive an annual bonus of CAD$50,000
(approximately US$43,500) based on certain performance targets. Mr. MacKinnon
will also be eligible to earn 212,500 shares of the Company's common stock on
the first and second anniversaries of the MacKinnon Employment Agreement,
subject to achieving certain performance criteria. Mr. MacKinnon will be granted
three weeks of vacation and will be eligible for employee benefit plans offered
to other Company personnel. The Company will also provide a car allowance of
CAD$1,200 (approximately US$1,044) per month. Mr. MacKinnon has agreed to the
Company's customary provisions for loyalty, confidentiality and ownership of
intellectual property. If the Company terminates the employment of Mr. MacKinnon
prior to the statutory notice period required under the laws of Ontario and it
occurs within 18 months of the date of the MacKinnon Employment Agreement the
Company shall pay Mr. MacKinnon 266%% of his annual base salary. If such the
termination occurs 18 months after the date of the MacKinnon Employment
Agreement the Company shall pay Mr. MacKinnon 133% of his annual base salary.
The Company will have the right at any time to terminate Mr. MacKinnon for just
cause without having to make such payments if Mr. MacKinnon is terminated for
just cause or if Mr. MacKinnon voluntarily resigns or otherwise voluntarily
terminates his agreement with the Company. The Company will continue health and
ancillary benefit coverage for a period of 24 months following the termination
of his employment.

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 expires on September 30, 2006.

Pursuant to the Poulos Employment Agreement, in the event of a buyout, merger,
or any other event that results in a change of control (as defined therein), or
whereby Mr. Poulos no longer controls at least one seat on the Board, Mr. Poulos
may elect to resign within sixty (60) days of such event, with the Company shall
pay Mr. Poulos 200% of his annual base salary. The Company will continue health
and ancillary benefit coverage for a period of 24 months following the
termination of his employment.

In the case of the Hokkanen Employment Agreement, in the event of a buyout,
merger, or any other event that results in a change of control (as defined
therein), Mr. Hokkanen may elect to resign within sixty (60) days of such event,
with the Company shall pay Mr. Hokkanen 200% of his annual base salary. The
Company will continue health and ancillary benefit coverage for a period of 24
months following the termination of his employment.

Pursuant to the MacKinnon Employment Agreement, in the event of a buyout,
merger, or any other event that results in a change of control (as defined
therein), Mr. MacKinnon may elect to resign within sixty (60) days of such
event, with the following benefits: if termination occurs within 18 months of
the inception date of Mr. MacKinnon's, the Company shall pay Mr. MacKinnon 266%
of his annual base salary, and 133% if termination occurs after 18 months of
inception of the agreement. The Company will continue health and ancillary
benefit coverage for a period of 24 months following the termination of his
employment.


                                       11
<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee consists of two non-employee directors, Messrs.
Usher-Jones and Dulmage. 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.

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 19, 2006 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 OF
                             BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
 NAME AND ADDRESS OF                        OPTIONS/
 BENEFICIAL OWNER (1)         SHARES           WARRANTS (2)     TOTAL (2)       PERCENT (2)
 ----------------          ------           ------------     -----------        -----------
<S>                          <C>              <C>                <C>              <C>
Kenneth Adelberg (3)         650,000          50,000             700,000          2.4%
Stephen Dulmage                    0               0                   0             *
Gary Hokkanen                      0               0                   0             *
David MacKinnon              114,750               0             114,750             *
Bradley J. Poulos (4)      1,383,500               0           1,383,500          4.7%
Glenn J. Poulos (5)        1,350,000               0           1,350,000          4.7%
John Simmonds (3)          1,433,854          50,000           1,483,854          5.1%
Brian Usher-Jones            887,500          50,000             937,500          3.2%
Carrie Weiler                      0               0                   0             *
Segal, Talarico,
  Habib, Molot
  LLP (6)                  3,825,000               0           3,825,000         13.1%
All executive
  officers
and directors as a
group (9 persons)(7)       5,819,604     150,000               5,969,604         20.3%
</TABLE>


(1)   The mailing address for each individual listed herein is c/o Wireless Age
      Communications, Inc. 6200 Tomken Road, Unit A, Mississauga, Ontario,
      Canada, L5T 1X7.

(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 29,121,046 shares issued and outstanding as of April 19, 2006,
      (excluding any shares issuable under options or warrants, except with
      respect to the beneficial holder thereof as indicated in the table above).
      All such warrants became exercisable October 15, 2003 and are exercisable
      for the purchase of Common Stock until expiration on October 15, 2006, at
      an exercise price of $2.00 per share.


                                       12
<PAGE>

(3)   John Simmonds and Kenneth Adelberg resigned as directors of the Company on
      April 17, 2006, however for purposes of Item 11 they are considered
      affiliates until July 17, 2006.

(4)   On March 4, 2005, the Company executed a Share Exchange Agreement with the
      shareholders (collectively, the "Vendors") of mmwave Technologies Inc., a
      Canadian corporation ("mmwave"). In connection with the mmwave acquisition
      by the Issuer and pursuant to the terms of a Support Agreement executed
      March 4, 2005 among the Vendors, the Issuer and 1588102 Ontario Inc., an
      Ontario corporation ("Exchangeco"), a special purpose subsidiary of the
      Issuer, the Vendors were issued 4,500,000 Class B Non Voting Exchangeable
      Shares (the "Exchangeable Shares") of Exchangeco. The Exchangeable Shares
      are also subject to the terms and conditions of a Voting and Exchange
      Agency Agreement (the "Agency Agreement") executed on March 4, 2005 among
      the Issuer, Exchangeco and Segal, Talarico, Habib, Molot LLP, a limited
      liability partnership formed under the laws of the Province of Ontario
      (the "Agent") as escrow and voting agent for the holders of the
      Exchangeable Shares. Pursuant to the terms of the Support Agreement and
      the Agency Agreement, the Agent was issued 4,500,000 shares of Wireless
      Age Communications, Inc. Common Stock, par value $.001 per share (the
      "Escrow Shares"), to hold in escrow as agent pending the exercise of
      exchange rights of the Exchangeable Shares or other disposition of the
      Exchangeable Shares. Mr. Poulos is one of the Vendors and is the owner of
      270,000 Exchangeable Shares and correspondingly is the indirect beneficial
      owner of 270,000 Escrow Shares held by the Agent for the benefit of Mr.
      Poulos. Mr. Poulos is also the beneficial owner of Brad Poulos Holdings
      Inc. ("Holdings") which owns 1,080,000 Exchangeable Shares and
      correspondingly is the indirect beneficial owner of 1,080,000 Escrow
      Shares held by the Agent for the benefit of Holdings, as to which Mr.
      Poulos could be deemed to have beneficial ownership of such Escrow Shares
      indirectly owned by Holdings.

(5)   Glen J. Poulos is an officer (President) of mmwave.

(6)   These 3,825,000 shares are held as escrow agent for the former mmwave
      shareholders.

(7)   Officers and Directors as a group include Bradley Poulos, Brian
      Usher-Jones, Stephen Dulmage, Gary Hokkanen, David MacKinnon, Glenn J.
      Poulos (President of mmwave) and Carrie Weiler. John Simmonds and Kenneth
      Adelberg are also included as affiliates until July 17, 2006.

CHANGES IN CONTROL

The Company is considering an equity offering or private placement during fiscal
2006. There can be no assurance that this financing will not result in a change
in control of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has not authorized any securities for issuance under equity
compensation plans.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On March 13, 2003 the Company agreed to purchase all of the issued and
outstanding shares of Prime Wireless Corporation ("Prime") from Pivotal
Self-Service Technologies Inc. ("Pivotal"), including all of the intellectual
property rights of Prime to operate its business, the name of Prime, its Vertex
Standard Distribution Agreement, its Midland Master License including all
sub-licenses, inventory, accounts receivable, trademarks, copyrights and
tooling, in exchange for 1,500,000 shares of Company Common Stock. Mr. John
Simmonds, Chairman of the Company and Mr. Gary Hokkanen, CFO of the Company, at
the time provided management services to Pivotal. In addition, Mr. Brian
Usher-Jones served on the Board of Directors of Pivotal as well as on the Board
of the Company. Each of Mr. Simmonds and Mr. Usher-Jones recused themselves from
deliberation and voting on all matters related to the Board's approval of the
Company's acquisition of Prime which the Board deemed to be fair and reasonable
to the Company as of such date.


                                       13
<PAGE>

On July 2, 2003, the Company acquired all of the current lines of business
operated by a sibling of John Simmonds, Chairman of the Board of the Company
under the trade-name A.C. Simmonds & Sons in exchange for 1,500,000 shares of
the Company's Common Stock. The A.C. Simmonds & Sons lines of business consisted
primarily of the sale of electronics products to certain customers and clients.
Since July 2, 2003, and in anticipation of the acquisition of Wireless Source
Distribution Ltd. ("Wireless Source", discussed below), the Company has operated
the A.C. Simmonds & Sons Business through financing from Wireless Source, and,
upon the Company's acquisition of Wireless Source on September 19, 2003, the
A.C. Simmonds & Sons Business became a division of Wireless Source.

On September 19, 2003, the Company acquired all of the issued and outstanding
common shares of Wireless Source Distribution Ltd. from related parties.
Wireless Source was owned 50% by Dallas L. Robinson, former CEO of the Company
and at the time an officer of a subsidiary of the Company, Wireless Age
Communications Ltd. and 50% by an entity solely owned by Robert Sim, then a
director of the Company who resigned on January 18, 2004. The acquisition was
consummated through a series of agreements. On September 19, 2003 the Company
and a wholly owned subsidiary, (1588102 Ontario) entered into a Share Exchange
Agreement with an officer of Wireless Age Communications Ltd. under which
1588102 Ontario issued 1,000,000 preferred shares of itself to Mr. Robinson, for
50 class B common shares of Wireless Source. The exchangeable preferred shares
held by Mr. Robinson were exchanged into 1,000,000 shares of the Company's
Common Stock in 2004. The Company also entered into a Stock Purchase Agreement
with an entity solely owned by Robert Sim under which the Company issued
1,000,000 shares of the Company's Common Stock to the entity in exchange for 50
class B common shares of Wireless Source. As total consideration the Company
issued 1,000,000 shares of the Company's Common Stock and 1,000,000 preferred
shares of 1588102 Ontario valued at $2,740,000.

Mr. Simmonds privately purchased 50,000 shares of the Company's Common Stock in
August 2003, 50,000 shares of the Company's Common Stock and warrants to
purchase 50,000 shares of the Company's Common Stock in November 2003 on terms
and conditions approved by the Board of the Company and deemed fair and
reasonable as of such dates.

Mr. Brian Usher-Jones privately purchased 300,000 shares of the Company's Common
Stock in July 2003, 500,000 shares of the Company's Common Stock in August 2003
and an additional 50,000 shares of the Company's Common Stock and warrants to
purchase 50,000 shares of the Company's Common Stock in November 2003 on terms
and conditions approved by the Board of the Company and deemed fair and
reasonable as of such dates.

Mr. Adelberg privately purchased 100,000 shares of the Company's Common Stock in
May 2003, 500,000 shares of the Company's Common Stock in August 2003 and an
additional 50,000 shares of the Company's Common Stock and warrants to purchase
50,000 shares of the Company's Common Stock in November 2003 on terms and
conditions approved by the Board of the Company and deemed fair and reasonable
as of such dates.

The Company's Chief Executive Officer and Chairman of the Board, Mr. John
Simmonds, the Chief Financial Officer, Mr. Gary Hokkanen, and the Corporate
Secretary, Ms. Carrie Weiler, were compensated during the period May 1, 2003 to
September 30, 2005 pursuant to the terms of a Management Services Agreement
between Simmonds Capital Limited (which was assigned to Simmonds Mercantile and
Management Inc. on January 1, 2004) and the Company. The Company was obligated
to pay a monthly fee of $35,000 for the services of these individuals. The
initial term of the agreement was one year. The agreement would automatically
renew for a two year period after the first year, unless either party provided
written notice of cancellation prior to 60 days of expiration of the initial
term. Neither party provided written notice of cancellation prior to the
expiration of the initial term.

The Company entered into a Placement Agreement as of June 30, 2004 with Robert
Sim, Rosemary Sim and 101016305 Saskatchewan Ltd. (collectively, the "Sellers"),
providing for the Company's private secondary restricted stock placement of an
aggregate of 2,499,450 shares of Company Common Stock, par value $.001 per share
(the Shares"). The basic terms of the Placement Agreement provided for a firm
commitment first placement of 500,000 Sellers' Shares in a restricted stock
placement (the "First Placement"), which closed July 9, 2004. The Placement
Agreement provided for the exercise of Company best efforts to cause a second
restricted stock placement of 1,999,450 Sellers' Shares, on or before the close
of business on September 30, 2004 (the "Second Placement"). In addition, the
Company negotiated the option for the secondary private restricted stock
placement of up to 1 million additional Shares owned by 101016305 Saskatchewan
Ltd. The Second Placement did not close and the option was not exercised. In
connection with the Placement Agreement, the Company's obligations with respect
to (i) the Note Purchase and Security Agreement between the Company and Stacey
Minichiello, dated as of December 31, 2003; (ii) a Note issued thereunder in the
principal amount of $1,930,000.00 (the "First Note"), and (iii) a second Note in
the principal amount of $400,000.00, dated as of January 21, 2004 (together with
the First Note, each as amended June 30, 2004, collectively the "Notes") were
extended to September 30, 2004. Robert Sim is a former director of the Company.
Mr. Sim resigned as a director of the Company on January 18, 2004.


                                       14
<PAGE>

On September 30, 2004 the Company entered into an agreement to further amend the
Notes, and to amend the Placement Agreement entered into with Robert Sim,
Rosemary Sim and 101016305 Saskatchewan Ltd., dated as of June 30, 2004
(together with the Notes, as amended, referred to as the "September
Amendments"). Pursuant to the terms of the September Amendments, the maturity
date for repayment of the Notes was extended to December 31, 2004. Under the
terms of the September Amendments the Company agreed to issue certain promissory
notes. The Company issued a $50,000 non-interest bearing note to Robert Sim
repayable in six monthly installments of $16,667 on the first of the month
beginning November 1, 2004 and ending on April 1, 2005. This note was issued in
exchange for 18,750 common shares of Wireless Age Communications Ltd., the
Company's majority owned subsidiary, which represents an ownership position of
approximately 1.3%. In addition, the Company issued another $50,000 note on the
exact same terms and conditions to Diane Sim, the former spouse of Robert Sim.
The Company also issued a CND 119,165 non-interest bearing note to Robert Sim
repayable in six monthly installments of CND 19,860.83 beginning on November 1,
2004 and ending on April 1, 2005. This note was in repayment of amounts owed to
Robert Sim in respect of shareholder loans he provided the Company while he was
a director that had no specific repayment terms. In connection with the
transaction, the Company also acquired 30,000 shares of Wireless Age
Communications Ltd. held by Rosemary Sim, Robert Sim's spouse, in exchange for
the issuance on January 10, 2005 of 61,200 restricted shares of the Company's
Common Stock to Rosemary Sim.

On October 1, 2004, the Company entered into an agreement with Midland
International Corporation (formerly known as Azonic Corporation) whereby the
Company agreed to provide management services to Midland. The Company holds a
15.8% interest in Midland and certain officers and directors of the Company are
also officers and directors of Midland. Certain shareholders of Midland are also
officers and directors of the Company. These services initially involved
providing assistance in organizing Midland's business plan and negotiating
various strategic partnerships (including but not limited to carriers for
airtime, manufacturers of handsets, marketing partners, logistics providers for
distribution and several potential customers). Subsequently, the Company
provided services primarily in the area of accounting and regulatory compliance.
Pursuant to the terms of the agreement Midland was obligated to pay the Company
a monthly fee of $20,000.

On March 4, 2005 the Company completed the acquisition of all of the issued and
outstanding shares of mmwave Technologies Inc., ("mmwave"). Concurrent with the
acquisition, Mr. Brad Poulos, former President of mmwave was appointed to the
newly created position of President of Wireless Age Communications, reporting to
Mr. John Simmonds, Chief Executive Officer. Mr. Glenn Poulos (the brother of Mr.
Brad Poulos), who founded mmwave in 1991 and served as its president until 1998,
has returned to resume the presidency of mmwave. Brad Poulos was also appointed
to the Company's Board.

The mmwave acquisition was consummated through a series of agreements among the
Company, its wholly owned subsidiary 1588102 Ontario Inc. ("1588102") and the
former shareholders of mmwave (collectively the "Vendors"). Company and 1588102
entered into a Share Exchange Agreement with the Vendors to acquire all the
issued and outstanding common shares of mmwave in exchange for 4,500,000 Class B
Exchangeable Shares of 1588102. Each of the Exchangeable Shares is exchangeable
for one share of Company Common Stock which has been issued into the escrow of
an escrow agent until such exercise date. After giving effect to the 4.5 million
shares of Company common stock issued in connection with the mmwave acquisition,
the number of Company shares beneficially owned by the former shareholders of
mmwave in the aggregate constitutes 15.8% of the approximately 28 million issued
and outstanding shares of Company common stock. Mr. Brad Poulos, the new
President of the Company and Mr. Glenn Poulos, the President of mmwave, each
indirectly beneficially own approximately 1,350,000 shares of Company common
stock, with each such holding constituting approximately 4.7% of the Company
issued and outstanding common stock. Each of the holders of the Exchangeable
Shares may direct the escrow agent to vote the Company shares and deliver
dividends and distributions issued in respect of such Exchangeable Shares in
accordance with the instructions of the respective holder. In addition, the
holders of the Exchangeable Shares are entitled to a preference over the
Wireless Age common shares and any other shares of Wireless Age with respect to
the payment of dividends and on a liquidation distribution. Prior to the fifth
anniversary of the date of the mmwave acquisition, the Exchangeable Shares may
be exercised at any time by any of the Vendors for a same amount of escrow
shares.


                                       15
<PAGE>

During fiscal 2005 and since the date of acquisition of mmwave, the Company has
sold products totaling $295,621 and provided services valued at $63,473 to W3
Connex Inc. an entity in which the Company's CEO and the president of mmwave
(both former shareholders of mmwave) are minority shareholders. As of December
31, 2005, the Company was owed $192,524 by W3 Connex Inc.

Through the acquisition of mmwave, the Company acquired a debt by Xpress Test
Solutions Inc. (an entity in which the Company's CEO and the president of mmwave
are minority shareholders) to mmwavve of $181,676. During fiscal 2005 and since
acquisition date of mmwave, the Company has sold products totaling $6,430 and
provided services valued at $18,612 to 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 initial payment of $21,496 in January 2006, followed
by twenty three monthly payments of $6,999 beginning 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.

On September 30, 2005, the Company negotiated the termination of the Management
Services Agreement with Simmonds Mercantile and Management Inc. effective
October 1, 2005. Pursuant to the terms of the Termination Agreement the Company
agreed to pay a Break Fee represented by a payment of $100,000 (CAD$118,000)
paid in two equal amounts of $50,000 (CAD$59,000) on October 3, 2005 and October
14, 2005. The Break Fee represented less than three months fees of the remaining
seven months of the Agreement. The Company also agreed to offer employment to
Mr. Hokkanen, the Company's Chief Financial Officer who had been remunerated
prior to termination through the Management Services Agreement on customary
terms for such position directly by Wireless Age. The Company also agreed to
offer Ms. Weiler, the Company's Corporate Secretary who had also been
remunerated prior to termination through the Management Services Agreement, a
Consulting Agreement on customary terms for such position directly by Wireless
Age.

On December 31, 2005, the Company terminated the Midland management services
agreement and negotiated a settlement agreement whereby all amounts owed to the
Company were converted into an 8% promissory note in the amount of $424,734,
pursuant to which Midland 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. Midland
also agreed to enter into a General Security Agreement providing a first charge
security position on all of the assets of Midland to 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 of
Midland common stock at $0.035 per share.

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.


                                       16
<PAGE>

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 Securities and Exchange 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
                  Securities and Exchange Commission on February 26, 2001.

Exhibit 10.1      Stock Purchase Agreement dated October 8, 2002 by and between
                  Robert Sim and the Registrant, with respect to the acquisition
                  of Wireless Age Communications Ltd., incorporated by reference
                  to the exhibits of the Company's Form 8-K filed with the
                  Securities and Exchange Commission on November 14, 2002.

Exhibit 10.2      Stock Purchase Agreement dated October 8, 2002 by and between
                  Robinson Marketing and Communications Ltd. and the Registrant
                  with respect to the acquisition of Wireless Age Communications
                  Ltd., incorporated by reference to the exhibits of the
                  Company's Form 8-K filed with the Securities and Exchange
                  Commission on November 14, 2002.

Exhibit 10.3      Purchase and Sale Agreement by and between the Registrant and
                  Pivotal Self-Service Technologies Inc. dated March 13, 2003,
                  with respect to the acquisition of Prime Wireless Corporation,
                  incorporated by reference to the exhibits of the Company's
                  Form 10-QSB filed with the Securities and Exchange Commission
                  on May 15, 2003.

Exhibit 10.4      A.C. Simmonds & Sons Tradename Purchase and Sale Agreement by
                  and between the Registrant and Pine Ridge Holdings Limited
                  dated August 7, 2003, incorporated by reference to the
                  exhibits of the Company's Form 10-QSB filed with the
                  Securities and Exchange Commission on August 14, 2003.

Exhibit 10.5      Share Exchange Agreement by and between the Registrant and
                  Dallas L. Robinson dated September 19, 2003, with respect to
                  the acquisition of Wireless Source Distribution Ltd.,
                  incorporated by reference to the exhibits of the Company's
                  Form 8-K filed with the Securities and Exchange Commission on
                  October 22, 2003.

Exhibit 10.6      Support Agreement by and between the Registrant and the
                  Registrant's wholly owned subsidiary 1588102 Ontario Inc.,
                  incorporated by reference to the exhibits of the Company's
                  Form 8-K filed with the Securities and Exchange Commission on
                  October 22, 2003.

Exhibit 10.7      Stock Purchase Agreement by and between the Registrant and
                  101016305 Saskatchewan Ltd. dated September 19, 2003,
                  incorporated by reference to the exhibits of the Company's
                  Form 8-K filed with the Securities and Exchange Commission on
                  October 22, 2003.

Exhibit           10.8 Note Purchase Agreement by and between the Registrant and
                  Special Situations Private Equity Fund L.P. dated December 17,
                  2003, incorporated by reference to the exhibits of the
                  Company's Form 8-K filed with the Securities and Exchange
                  Commission on January 15, 2004.

Exhibit 10.9      Note Purchase and Security Agreement by and between the
                  Registrant and Stacey Minichiello dated December 31, 2003,
                  incorporated by reference to the exhibits of the Company's
                  Form 8-K filed with the Securities and Exchange Commission on
                  January 15, 2004.


                                       17
<PAGE>

Exhibit 10.10     Amendment, dated as of June 30, 2004, to a Note Purchase and
                  Security Agreement dated as of December 31, 2003, by Wireless
                  Age Communications, Inc. and Stacey Minichiello incorporated
                  by reference to exhibit 10.10 of the Company's Form 10-QSB
                  filed with the Securities and Exchange Commission on August
                  11, 2004.

Exhibit 10.11     Placement Agreement, dated as of June 30, 2004 by and among
                  Wireless Age Communications, Inc. and Robert Sim, Rosemary Sim
                  and 101016305 Saskatchewan Ltd., incorporated by reference to
                  exhibit 10.11 of the Company's Form 10-QSB filed with the
                  Securities and Exchange Commission on August 11, 2004.

Exhibit 10.12     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
                  Securities and Exchange Commission on August 16, 2004.

Exhibit 10.13     Securities Purchase Agreement, dated as of August 26, 2004, by
                  and among Infinity Capital Group, Inc., and the individuals
                  and entities listed on Exhibit A thereto, incorporated by
                  reference to exhibit 10.13 of the Company's Form 10-QSB filed
                  with the Securities and Exchange Commission on November 15,
                  2004.

Exhibit 10.14     Amendment No. 2, dated as of September 30, 2004, to a Note
                  Purchase and Security Agreement dated as of December 31, 2003,
                  by Wireless Age Communications, Inc. and Stacey Minichiello,
                  incorporated by reference to exhibit 10.14 of the Company's
                  Form 10-QSB filed with the Securities and Exchange Commission
                  on November 15, 2004.

Exhibit 10.15     Placement Agreement No. 2, dated as of September 30, 2004 by
                  and among Wireless Age Communications, Inc. and Robert Sim,
                  Rosemary Sim, and 101016305 Saskatchewan Ltd., incorporated by
                  reference to exhibit 10.15 of the Company's Form 10-QSB filed
                  with the Securities and Exchange Commission on November 15,
                  2004.

Exhibit 10.16     Share Purchase and Sale Agreement, by and among Wireless Age
                  Communications Inc., Phantom Fiber Corporation, and Prime
                  Battery Products Limited, incorporated by reference to exhibit
                  10.16 of the Company's Form 10-QSB filed with the Securities
                  and Exchange Commission on November 15, 2004.

Exhibit 10.17     Management Services Agreement, dated as of October 1, 2004, by
                  and between Azonic Corporation and Wireless Age
                  Communications, Inc., incorporated by reference to exhibit
                  10.17 of the Company's Form 10-QSB filed with the Securities
                  and Exchange Commission on November 15, 2004.

Exhibit 10.18     Management Services Agreement, dated as of October 1, 2004, by
                  and between Azonic Corporation and Simmonds Mercantile and
                  Management Inc., incorporated by reference to exhibit 10.18 of
                  the Company's Form 10-QSB filed with the Securities and
                  Exchange Commission on November 15, 2004.

Exhibit 10.19     Letter Agreement, dated October 1, 2004, between Knowlton Pass
                  Electronics Limited and MaxTel Wireless Inc., incorporated by
                  reference to exhibit 10.19 of the Company's Form SB-2 filed
                  with the Securities and Exchange Commission on February 8,
                  2005.

Exhibit 10.20     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 Securities and Exchange Commission on
                  February 8, 2005.


                                       18
<PAGE>

Exhibit 10.21     Canadian Sub-License Agreement by and between SureCells
                  Portable Power Ltd. and A.C. Simmonds & Sons division of
                  Wireless Source Distribution Ltd., dated as of August 1, 2004,
                  incorporated by reference to exhibit 10.21 of the Company's
                  Form SB-2 filed with the Securities and Exchange Commission on
                  February 8, 2005.

Exhibit 10.22     Form of Management Services Agreement, dated as of May 1,
                  2003, by and between the Company and Simmonds Capital Limited,
                  incorporated by reference to exhibit 10.22 of the Company's
                  Form SB-2 filed with the Securities and Exchange Commission on
                  February 8, 2005.

Exhibit 10.23     Share Exchange Agreement, dated as of January 14, 2005, by and
                  between the Company and L&M Specialties Inc. with respect to
                  Company acquisition of common stock of Azonic Corporation,
                  incorporated by reference to exhibit 10.23 of the Company's
                  Form SB-2 filed with the Securities and Exchange Commission on
                  February 8, 2005.

Exhibit 10.24     Share Exchange Agreement by and between Wireless Age
                  Communications, Inc., 1588102 Ontario Inc., Bradley John
                  Poulos, Glenn Poulos, Sylvain Lafreniere, Brad Poulos Holdings
                  Inc., Glenn Poulos Holdings Inc., and Sylvain Lafreniere
                  Holdings Inc. dated March 4, 2005, incorporated by reference
                  to Exhibit 99.1 of the Company's Form 8-K filed with the
                  Securities and Exchange Commission on March 10, 2005.

Exhibit 10.25     Voting and Exchange Agency Agreement by and between Wireless
                  Age Communications, Inc. 1588102 Ontario Inc. and Segal,
                  Talarico, Habib, Molot LLP dated March 4, 2005, incorporated
                  by reference to Exhibit 99.2 of the Company's Form 8-K filed
                  with the Securities and Exchange Commission on March 10, 2005.

Exhibit 10.26     Support Agreement by and between Wireless Age Communications
                  Inc. 1588102 Ontario Inc., and Segal, Talrico, Habib, Molot
                  LLP dated March 4, 2005, incorporated by reference to Exhibit
                  99.3 of the Company's Form 8-K filed with the Securities and
                  Exchange Commission on March 10, 2005.

Exhibit 10.27     Employment Agreement between Wireless Age Communications Inc
                  and Bradley John Poulos, dated March 4, 2005, incorporated by
                  reference to Exhibit 99.4 of the Company's Form 8-K filed with
                  the Securities and Exchange Commission on March 10, 2005.

Exhibit 10.28     Employment Agreement between mmwave Technologies Inc. and
                  Glenn James Poulos, dated March 4, 2005, incorporated by
                  reference to Exhibit 99.5 of the Company's Form 8-K filed with
                  the Securities and Exchange Commission on March 10, 2005.

Exhibit 10.31     Credit Agreement with Bank of Nova Scotia and mmwave
                  Technologies Inc. dated March 4, 2005, incorporated by
                  reference to Exhibit 10.31 of the Company's Annual Report on
                  Form 10-KSB filed with the Securities and Exchange Commission
                  on March 30, 2006.

Exhibit 10.32     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 Securities and Exchange
                  Commission on August 4, 2005.

Exhibit 10.33     Escrow Agreement between Marlon Distributors Ltd. David
                  MacKinnon, Rosemary Gilbert, Joshua MacKinnon, James S. Hardy
                  and Wuersch & Gering LLP, dated July 29, 2005 incorporated by
                  reference to Exhibit 99.2 of the Company's Form 8-K filed with
                  the Securities and Exchange Commission on August 4, 2005.


                                       19
<PAGE>

Exhibit 10.34     Management Services Agreement between 2078198 Ontario Limited
                  and Knowlton Pass Electronics Inc., dated July 31, 2005,
                  incorporated by reference to Exhibit 99.3 of the Company's
                  Form 8-K filed with the Securities and Exchange Commission on
                  August 4, 2005.

Exhibit 10.35     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 Securities and
                  Exchange Commission on October 6, 2005.

Exhibit 10.36     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 Securities and Exchange Commission on January 4, 2006.

Exhibit 10.37     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
                  Annual Report on Form 10-KSB filed with the Securities and
                  Exchange Commission on March 30, 2006.

Exhibit 21        Subsidiaries of Wireless Age Communications, Inc.,
                  incorporated by reference to Exhibit 21 of the Company's
                  Annual Report on Form 10-KSB filed with the Securities and
                  Exchange Commission on March 30, 2006.

Exhibit 31.1      Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2      Certification of Principal Financial Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

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 2002.

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 2002.


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.


                                       20
<PAGE>

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 2004 and 2005:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
YEAR      AUDIT FEES (1)    AUDIT RELATED FEES (2)    TAX FEES       ALL OTHER FEES (3)    TOTAL
---------------------------------------------------------------------------------------------------
<C>       <C>               <C>                       <C>            <C>                   <C>
2004      $46,403           $3,866                    $3,300         $77,339               $127,608
---------------------------------------------------------------------------------------------------
2005      $96,721           $11,497                   $ Nil          $ Nil                 $108,218
---------------------------------------------------------------------------------------------------
</TABLE>

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

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

(3)   In order to facilitate the proposed acquisition of 479645 Alberta Ltd.
      ("479645") (including is operating divisions Westcan Wireless and Allcan
      Electronic Distributors and its investment in Bluewave Antenna Systems
      Ltd.) the Company together with 479645 cosigned an engagement letter with
      the Company's auditor to audit the financial statements of 479645 for the
      previous two fiscal years. The financial statements of 479645 were
      previously unaudited and the Company required such audited financial
      statements for a public filing. The Company decided during the first
      quarter of 2005 that the acquisition was not in the best interests of the
      Company and teminated acquisition discussions. To date 479645 has disputed
      that they are obligated to pay any portion of the audit fees. The Company
      is seeking to recover such amounts from 479645.


                                       21
<PAGE>

                                   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, thereunto duly
authorized.


                                   WIRELESS AGE COMMUNICATIONS, INC.
April 28, 2006

                                   By: /s/ Bradley J. Poulos
                                       -----------------------------------------
                                       Name:    Bradley J. Poulos
                                       Title:   Principal Executive Officer



                                   By: /s/ Gary N. Hokkanen
                                       -----------------------------------------
                                        Name:   Gary N. Hokkanen
                                        Title:  Principal Financial Officer
                                                and Principal Accounting 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.


/s/ Bradley J. Poulos
------------------------------------
Name:    Bradley J. Poulos
Title:   CEO, President and Director
Dated:   April 28 2006


/s/ Brian Usher-Jones
------------------------------------
Name:    Brian Usher-Jones
Title:   Director
Dated:   April 28, 2006


/s/ Steven Dulmage
------------------------------------
Name:    Steven Dulmage
Title:   Director
Dated:   April 28, 2006


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