**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
                    1934
 For
        the
        fiscal year ended December 31, 2006
  o
                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**
              (State
                or other jurisdiction of incorporation or organization)
            **98-0336674**
              (I.R.S.
                Employer Identification No.)**1408
                Broad Street**
              **Regina,
                Saskatchewan, Canada, S4R 1Y8**
              (Address
                of Principal Executive Offices)
            **306-535-7444**
              (Issuer’s
                Telephone No., including area code)**6200
                Tomken Road, Unit A**
              **Mississauga,
                Ontario, Canada, L5T 1X7**
              (Former
                address of Principal Executive Offices)
            **905-696-2850**
              (Issuer’s
                Former Telephone No., including area code)Securities
                registered pursuant to
              Section
                12(b) of the Act:
            NoneSecurities
                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 o




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 o










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 o .




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, 2006 were
      $33,592,847.





Based
      on
      the closing price on March 20, 2007 of $0.08 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 $2,035,207. 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 20, 2007, the number of shares outstanding of the registrant’s Common
      Stock was 29,527,918 shares.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





The
      following document is incorporated by reference into Part III of the Annual
      Report on Form 10-KSB: Definitive Proxy Statement for the issuer’s 2007 Annual
      Meeting of Stockholders to be filed with the Securities and Exchange Commission
      pursuant to Regulation 14A within 120 days of the issuer’s fiscal
      year.





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





2


**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 2006, 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 twelve locations across
      Canada, and three warehouses, along with a service department. The Company
      has
      significant business relationships with every major wireless, wireline and
      satellite telecommunication carrier 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 2006 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.





·
            mmwave
                Technologies Inc. (“mmwave”) is a distributor, systems integrator and
                representative of wireless, microwave and fibre optic components,
                test
                systems and subsystems. It also provides a range of technical solutions
                to
                the Canadian markets primarily in the manufacturing and service provider
                segments of the communications industry. Subsequent to the period
                covered
                by this report the Company restructured mmwave and has discontinued
                substantially all of the operations of
                mmwave.





·
            Knowlton
                Pass Electronics Inc. (“Knowlton Pass”) is a wireless network operator
                providing wireless connectivity solutions to commercial and municipal
                customers.****During
                the period covered by this report the Company classified Knowlton
                Pas as
                discontinued operations and subsequent to the date of this report
                the
                Company sold Knowlton Pass.





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





3




Changes
      to Operations Subsequent to Year End





Subsequent
      to year end, due to continued deterioration of the financial operating results
      of the Company’s wholly owned subsidiary mmwave, management began a
      restructuring of the business unit. Substantially all of mmwave’s employees were
      terminated effective February 1, 2007 and several office locations were
      closed.





During
      the year ended December 31, 2006 the Company came to the conclusion that the
      Knowlton Pass business unit was non-strategic in the long run, difficult to
      fund
      and placed the unit for sale. As of December 31, 2006, the operating results
      of
      Knowlton Pass have been classified as discontinued operations.





Acquisitions





Wireless
      Age Communications Ltd. was acquired on October 8, 2002, Wireless Source
      Distribution Ltd. on September 19, 2003, and Marlon Distributors Ltd. on July
      30, 2004. We acquired mmwave Technologies Inc. on March 4, 2005 and Knowlton
      Pass Electronics Inc. on July 31, 2005.





Employees





At
      the
      end of 2006, the Company employed approximately 170 full and part-time
      employees. Subsequent to year end approximately 89 employees were terminated
      as
      a result of the restructuring efforts within mmwave. There are no collective
      bargaining agreements covering any of the employees and the Company has not
      experienced a strike or work stoppage.





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.




4




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.





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 sell 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.




5





Financial
      information segments





During
      2006, 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, Wireless Source Distribution Ltd.,
      Marlon Distributors Ltd., mmwave Technologies Inc. and Knowlton Pass Electronics
      Inc.





Retail
      Segment





The
      Company operates nine retail stores and business communications service centers
      under the name “ **The
      Wireless Age”** in
      Western Canada. This business unit **** generates
      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, wireless infrastructure products for PCS networks, land
      mobile radios, batteries and ancillary electronics products throughout Canada.
      It has sales personnel across the country and warehouse facilities in Toronto
      and 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).





**mmwave,** a
      subset
      of the Commercial business segment, builds PCS, broadband wireless and other
      communications networks for a variety of public sector and wireless operator
      customers. The company also distributes a few highly technical products on
      an
      exclusive basis to the same set of customers. Subsequent to the period covered
      by this report the Company restructured mmwave and has discontinued
      substantially all of the operations of mmwave.





The
      key
      customers of this group are the wireless carriers, Competitive Local Exchange
      Carriers, utilities, government, local health networks and Wireless ISP’s
      (WISP’s). This unit is strategic as it keeps the company up to date on the
      technical evolution of wireless networks, and provides the key vendor
      relationships for the solutions provided both by it and the networks division.
      Management feels it is important to have the technical resources on staff to
      enable the company to achieve official important reseller status with the key
      vendors in order to convey technical expertise, achieve higher margins and
      secure partnership on large opportunities. In many cases without certified
      or
      official partner status it is impossible to win large enterprise and government
      contracts. As one of the earliest members of the WiMAX forum from Canada, mmwave
      has carved out a favourable reputation in the area of broadband wireless
      data.




6





**Wireless
      Works,** another
      subset of the Commercial segment, represents the opportunity for the company
      to
      advance its recurring revenue or service revenues. This unit currently operates
      broadband public access and private networks carrying two-way voice traffic
      and
      broadband data traffic throughout the Niagara region. It generates revenues
      from
      the sale and rental of two-way radio devices as well as network capacity. During
      fiscal 2006, the Company placed the business unit for sale and disposed of
      it
      subsequent to year end.





Customers





During
      fiscal 2006 the Company had in excess of 44,000 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 25% 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 or regulations.
      During 2006, 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, except
      in
      the case of the mmwave business unit. Within the mmwave business unit, due
      to
      severe financial working capital shortages, substantially all suppliers have
      withheld further shipments pending the outcome of management’s restructuring
      efforts.





Intellectual
      Property





The
      Company believes that it owns intellectual property including the 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.





7





**TCE
      Capital Corporation Financing**





On
      January 17, 2006, the Company entered into a CAD$1,500,000 (approximately
      US$1,287,000) financing arrangement with TCE Capital Corporation (“TCE”) through
      its majority owned subsidiary WACL and its wholly owned subsidiary Wireless
      Source.





The
      financing arrangement provides up to CAD$1,500,000 of incremental financing
      to
      the Company through discounting of receivables and funding secured by inventory
      of WACL and Wireless Source. Pursuant to the terms of the financing arrangement
      WACL and Wireless Source will discount receivables under the facility at
      CAD$0.67 (approximately US$0.575) per day per $1,000 and will pay 24% per annum
      interest on amounts drawn under the inventory loan. Both the loans are
      guaranteed by Wireless Age Communications, Inc. (the parent). Pursuant to the
      terms of the financing arrangement WACL and Wireless Source entered into a
      General Security Agreement and other customary documentation for a financing
      facility of this kind.





Proceeds
      received under the TCE financing arrangement have been primarily used to reduce
      accounts payable within WACL, Wireless Source and mmwave.





**Retail
      Acquisition - Wireless Odyssey Limited**





On
      March
      31, 2006, the Company closed the acquisition of certain assets of Wireless
      Odyssey Limited including residuals, commissions and customer database. The
      transaction represented the purchase of approximately 1,500 active cellular
      customers, in the province of Manitoba. The Company paid CAD$80,000
      (approximately US$68,646), CAD$60,000 (approximately US$51,484) in cash and
      49,729 restricted shares of the Company’s common stock. In addition, the Company
      hired Mr. Gordon Ingram as a corporate sales representative. The assets acquired
      were integrated into the Retail operating segment.





**2006
      Director Transitions**





On
      April
      17, 2006, John G. Simmonds and Kenneth J. Adelberg voluntarily resigned as
      directors. Mr. Simmonds served as Chairman of the Board from March 13, 2003
      and
      served as CEO from March 13, 2003 to September 12, 2005. Mr. Adelberg served
      as
      a director since 2003 and was as an audit and compensation committee member.
      With these resignations the remaining members of the board of directors for
      2006
      were: Bradley J. Poulos, Brian Usher-Jones and Stephen Dulmage. On April 17,
      2006, Mr. Poulos was elected Chairman of the Board.





On
      August
      24, 2006, the Board of Directors appointed two new members to the Board, Mr.
      David Valliere and Mr. Glenn Poulos. Mr. Valliere was considered an independent
      director. Mr. Glenn Poulos at the time was President of the Company’s wholly
      owned subsidiary, mmwave Technologies Inc.





**Telecommunications
      Manufacturer Agreement**





On
      June
      27, 2006 the Company through its wholly owned subsidiary, mmwave Technologies
      Inc., entered into an agreement with Nokia Products Ltd. (“Nokia”) a major
      global telecommunications manufacturer for the provision of engineering, project
      management and installation services in North America. The Agreement is a
      three year sub-contract, related to the upgrading of telecommunications
      infrastructure. The total value of the agreement is uncertain, due to mmwave
      having to perform to certain on-time delivery and quality standards. Concurrent
      with entering into this agreement in 2006 the Company opened a third regional
      operations centre in Vancouver, British Columbia. Subsequent to the period
      covered by this report, on March 15, 2007 mmwave was served with a notice of
      breach of its agreement with Nokia. Pursuant to the Notice, mmwave was given
      30
      days to cure the breach otherwise Nokia intended to terminate the agreement.
      Additionally, Nokia invoked the parent guarantee of the Company and informed
      the
      Company that they will look to Wireless Age to perform all contractual
      obligations not met by mmwave. In the event that mmwave and or Wireless Age
      are
      unable to cure the breach within 30 days and Nokia terminates the agreement,
      Nokia will under the terms of the agreement pay mmwave for completed sites,
      and
      for work-in-progress on uncompleted sites. However, Nokia is entitled to deduct
      the cost of (i) completing incomplete sites where such costs exceed the costs
      as
      set out in the Subcontract, (ii) remedial actions to correct the defaults of
      mmwave, (iii) additional costs incurred by Nokia as a result of mmwave’s breach,
      and (iv) any liquidated damages payable by mmwave. The Company is taking steps
      to cure the alleged breaches and is hopeful that it can amicably resolve the
      matter within the 30 day cure period. The Company believes that the actions
      of
      Nokia since signing of the Subcontract have contributed to the serious financial
      difficulties of mmwave and the Company plans to seek redress from Nokia pursuant
      to any and all available avenues of recourse.




8





**Midland
      International Corporation Loss**





Substantial
      doubt existed on Midland International Corporation’s ability to repay a $424,734
      8% promissory note. Therefore the Company opted to fully provide 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.





**Barron
      Partners LP Financing**





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 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.





**Subsequent
      Events:**





**mmwave
      Restructuring and Default Notices**





Due
      to
      continued deterioration of the financial operating results of the Company’s
      wholly owned subsidiary mmwave, management began a restructuring of the business
      unit. Substantially all of mmwave’s employees were terminated effective February
      1, 2007 and several office locations were closed. The restructuring resulted
      in
      several of the Company’s assets being determined to be impaired. On February 15,
      2007, the Company received a Notice of Default letter from the landlord of
      the
      6200 Tomken Road premises and on March 19, 2007 the landlord served a Statement
      of Claim against mmwave, Glenn Poulos and Gary Hokkanen. In the case of mmwave
      the plaintiff’s claim totals CAD$1,320,936 and in the case of Glenn Poulos and
      Gary Hokkanen the claim is for CAD$1,000,000. On February 26, 2007, the Company
      received a notice of default letter from the secured lender of mmwave, pursuant
      to which the Company agreed to repay the indebtedness to the lender in full
      prior to March 23, 2007. On March 15, 2007, the Company received Notice of
      Demand and Notice of Intention to Enforce Security from the secured lender
      that
      the lending facilities are to be repaid by March 27, 2007. Pursuant to the
      Demand Notice from the Bank of Nova Scotia, the Bank demanded that CAD$72,238.38
      and US$487,575.29 be repaid by close of business March 27, 2007. If repayment
      is
      not received the Bank will commence legal proceedings and will enforce all
      security held by the Bank for obligations of mmwave. Wireless Age
      Communications, Inc. and its subsidiary 1588102 Ontario Inc. have each
      guaranteed the indebtedness of mmwave to the Bank. The Bank also served notice
      of demand to the guarantors of mmwave’s indebtedness to the Bank. The Company
      has also received several Statements of Claim from unsecured creditors seeking
      payment for outstanding amounts owed. Claim amounts have ranged between $42,903
      and $454,735.




9




**Change
      in Address**





Effective
      February 1, 2007, the principal offices of the Company were moved to 1408 Broad
      Street, Regina, Saskatchewan, S4R 1Y8, Canada.





**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.





**2007
      Officer and Director Transitions**





On
      February 4, 2007, the Board appointed Carrie Weiler, the Company’s Corporate
      Secretary, to the Board of Directors.





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 Technologies Inc.
      (“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. On February 19, 2007 John Simmonds was
      appointed Chairman 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. The fair value of replacement
      warrants issued in February 2007 was $190,000 and Company reflected this as
      an
      expense and accrued liability on December 31, 2006.





**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 to be
      calculated from final Knowlton Pass February balance sheet) 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 totalling approximately $342,000 over a period
      of
      two years and 8 months).




10





**Letter
      of Intent to Sell Wireless Age Communications Ltd. and Wireless Source
      Distribution Ltd.**





On
      February 27, 2007, the Company entered into a binding Letter of Intent with
      Newlook Industries Corp. (“Newlook”), to sell 99.7% of the issued and
      outstanding common shares of Wireless Age Communications, Ltd., and 100% of
      the
      issued and outstanding commons shares of Wireless Source Distribution
      Ltd.





Under
      the
      terms of the offer Newlook agreed to pay a total purchase price of CAD$7.0
      million paid as follows:





a.
            CAD$200,000
                as a deposit which is non-refundable except in the event that the
                consolidated revenue and profit from Wireless Age Communications,
                Ltd. and
                Wireless Source Distribution Ltd. fail to meet certain revenue and
                gross
                profit levels;


b.
              Debt
                  forgiveness of CAD$1,941,894 owing from the Company to Wireless
                  Age
                  Communications Ltd. and/or Wireless Source Distribution Ltd.;


c.
            Balance
                of the purchase price in cash or common shares of Purchaser at Vendor’s
                option.





The
      offer
      is subject to the consolidated revenue from Wireless Age Communications, Ltd.
      and Wireless Source Distribution Ltd. for the year ending December 31, 2006
      being a minimum of CAD$27 million and the consolidated gross profit for the
      same
      period being a minimum of CAD$7.5 million CDN





The
      offer
      is subject to the approval of the Toronto Venture Exchange, Ontario Securities
      Commission, and other regulatory bodies and is intended to be completed on
      or
      before May 15, 2007. The Company intends to call a shareholders meeting as
      soon
      as practically possible to seek shareholder approval for the
      transaction.





**Notice
      of Material Breach - Nokia Products Ltd.**





On
      March
      16, 2007, Nokia Products Limited issued a Notice of Material Breach to the
      Company’s subsidiary mmwave, citing that the Company failed to progress work in
      accordance with the terms and conditions of its subcontract with Nokia. The
      Company has 30 days to remedy the alleged breach or the subcontract will be
      terminated.





**Item
      2. Description of Property.**





The
      executive offices of Wireless Age are located at 1408 Broad Street, Regina,
      Saskatchewan, Canada, S4R 1Y8 (tel. 306-535-7444, fax 306-751-7726). Due to
      on
      going restructuring mmwave's offices are temporarily located at 1075 Meyerside
      Dr. Unit 7, Mississauga, Ontario, L5T 1M3 (tel. 905-564-6500, fax 905-564-6518).
      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). Knowlton Pass’ offices are located at 4100 Victoria Avenue,
      Vineland, Ontario, Canada (tel. 905-562-9545, fax 904-562-9560). 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 Company also rents tower sites within
      the
      Knowlton Pass entity. The following is a summary of the retail, warehouse and
      office locations:




Address
              
              Square
                  Feet
              
              Leased/Owned
              
              Expiry
                  of Lease6200
                  Tomken Road, Unit A, Mississauga 1
              
              37,000
              
              Leased
              
              October
                  20101408B
                  Broad Street, Regina (office)
              
              2,000
              
              Leased
              
              Month
                  to month4020
                  Viking Way, Suite 130, Richmond, BC 1
              
              8,338
              
              Leased
              
              August
                  20099436
                  Cote-de-Liesse, Lachine, QC 1
              
              4,525
              
              Leased
              
              June
                  20114100
                  Victoria Avenue, Vineland, Ontario 2
              
              2,000
              
              Leased
              
              Month
                  to month1075
                  Meyerside Dr., Unit 7, Mississauga, Ontario
              
              2,042
              
              Leased
              
              February
                  2008Retail: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
                  2008
  1 Closed
        subsequent to year end due to mmwave restructuring.
  11





2 Disposed
      of subsequent to year end due to sale of Knowlton Pass.





*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.**





A
      former
      employee of mmwave Technologies Inc. filed a Writ of Summons in the Supreme
      Court of British Columbia on March 1, 2005 making a claim of wrongful dismissal
      in an indeterminate amount. On May 6, 2005 the Company filed a Statement of
      Defence and Counterclaim. On October 12, 2005 the Supreme Court of British
      Columbia issued a Notice of Trial for April 16, 2007. Management believes the
      suit is without merit and has not provided a reserve for this claim due to
      the
      uncertainty of the outcome and the inability to estimate the loss. The Company
      will recognize the loss when incurred, if any.





The
      Company’s subsidiary mmwave has received several Statements of Claim from
      unsecured creditors seeking payment for outstanding amounts owed. Claim amounts
      have ranged between $42,903 and $454,735. All amounts are fully provided for
      in
      liabilities.





Subsequent
      to the period covered by this report, on February 15, 2007, the Company received
      a Notice of Default letter from the landlord of the 6200 Tomken Road premises
      and on March 19, 2007 the landlord served a Statement of Claim on mmwave, Glenn
      Poulos and Gary Hokkanen. Glenn Poulos is a former director and officer of
      the
      Company and Gary Hokkanen is the Company’s Chief Financial Officer. In the case
      of mmwave the plaintiff’s claim totals CAD$1,320,936 and in the case of Glenn
      Poulos and Gary Hokkanen the claim is for CAD$1,000,000.





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
      2006.




12





**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**
            
            **Low**March
                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
            
            $
            0.17





Shareholders





As
      of
      December 31, 2006, the Company had approximately 4,200 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





2006
      Equity Securities Issuances





On
      May
      11, 2006, the Company issued 49,729 restricted shares of its common stock to
      Gordon Ingram, valued at $14,555, as partial consideration for the acquisition
      of certain business assets of Wireless Odyssey Limited. The Company entered
      into
      the aforementioned transaction 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.





On
      July
      28, 2006, the Board of Directors approved a special bonus of 1,000,000 shares
      of
      the Company’s common stock for each of Glenn Poulos and Brad Poulos for securing
      an agreement with a major global telecommunications manufacturer. Brad Poulos
      directed that 100,000 shares of his bonus be issued to Gary Hokkanen, CFO,
      for
      his involvement in securing the agreement. The Company issued these shares
      on
      August 9, 2006. Subsequent to the period covered by this report, 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.
      Also on February 19, 2007 Glenn Poulos entered into an agreement with the
      Company whereby he resigned as a director of the Company and an officer and
      director of the Company’s wholly owned subsidiary mmwave. 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. 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.




13





On
      August
      3, 2006, the Company issued 7,142,900 convertible preferred shares initially
      convertible into 7,142,900 common shares to Barron Partners LP. The Company
      also
      issued 357,143 shares of its common stock, also on August 3, 2006, Max
      Communications Inc. as a broker’s fee. The Company entered into the
      aforementioned transaction 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.





No
      stock
      repurchases were made during 2006.





**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 are 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, Marlon
      Distribution Ltd., mmwave Technologies Inc. and Knowlton Pass Electronics Inc.
      which are in the business of distributing wireless products, operating and
      building wireless networks.





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.





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. 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. As of December
      31, 2006, the operating results of the Wireless Works business unit have been
      classified as discontinued operations. The comparative figures for 2005 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. On March 1, 2007,
      the
      business unit was sold.





The
      Company also recorded significant impairment charges during fiscal 2006. The
      fiscal 2006 impairment charge reflected adjustments to the carrying value of
      certain commercial segment assets arising from subsequent events occurring
      during the first quarter of fiscal 2007. The condition existed at December
      31,
      2006 and therefore the Company adjusted the carrying value of these assets
      at
      year end.




14





**Results
      of Operations**





**Twelve
      months ended December 31, 2006 and 2005**





**Continuing
      Operations**





The
      Company recorded a net loss from continuing operations of $8,520,132 during
      the
      twelve month period ended December 31, 2006 compared to a loss of $4,454,202
      in
      the comparative period a year ago. The loss from continuing operations during
      fiscal 2006 was due to significant impairment charges, non-cash expenses
      associated with the terms of a preferred share financing, losses associated
      with
      the Company’s investment in Midland International Corporation and deferred
      income tax carrying value adjustments. The loss for fiscal year 2005 arose
      substantially from write downs of goodwill and intangible assets.





Consolidated
      Revenues





Consolidated
      revenues from continuing operations during the twelve month period ended
      December 31, 2006 were $33,592,847 compared to $24,024,859 during the twelve
      month period ended December 31, 2005. This represents a 40% increase in revenues
      year over year.





Retail
      Segment Revenues





Retail
      segment revenues were $13,875,641 for the twelve month period ended December
      31,
      2006 compared to $11,332,696 for the comparative period ended December 31,
      2005.
      The Retail revenues are generated from 9 retail stores in Regina, Saskatoon
      and
      Winnipeg, Canada. The year over year growth in revenues was 22% and can be
      considered all organic growth.





Retail
      segment revenues during the year ended December 31, 2006 and 2005 can be broken
      down into the following subcategories:




2006
            
            2005Cellular
              hardware, radios and accessories
            
            $
            10,098,128
            
            $
            7,799,684Activation
                commissions and residuals
            
            
            3,457,384
            
            
            3,119,622Equipment
                rentals
            
            
            320,129
            
            
            413,390Total
                Revenue
            
            $
            13,875,641
            
            $
            11,332,696





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
      11%
      during fiscal 2006. Equipment rental revenue is generated when clients rent
      handsets or radios. Rental revenues declined year over year by approximately
      23%.





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. Equipment rental revenue decreased due to a large rental transaction
      during the 2005 period associated with the Canada Summer Games in Regina,
      Saskatchewan which was not repeated in 2006.




15





Commercial
      Segment Revenues





Commercial
      segment revenues from continuing operations were $19,717,206 for the period
      ended December 31, 2006 compared to $12,696,163 for the same period ended
      December 31, 2005. These revenues represent the sale of wireless services,
      equipment, test and integration solutions. The year over year growth of
      Commercial segment revenues was 55%, sales of products and services increased
      by
      approximately 59% while commission revenues declined by 8%.





Sales
      of
      the commercial segment during the year ended December 31, 2006 and 2005 can
      be
      broken down into the following subcategories:





2006
            
            2005Wireless
                products, air time fees and engineering services
            
            $
            19,084,530
            
            $
            12,001,451Commission
                revenue
            
            
            632,676
            
            
            690,712$
            19,717,206
            
            $
            12,692,163





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





Consolidated
      Gross Profit





Consolidated
      gross profit from continuing operations during the twelve month period ended
      December 31, 2006 was $9,670,847 compared to $7,816,561 for the comparative
      period in 2005. Gross profit as a percentage of sales was 28.8% in 2006 and
      32.5% in 2005. Due the Commercial business segment comprising a comparatively
      larger proportion of the overall business, the gross profit as a percentage
      of
      revenue has declined.





Retail
      Segment Gross Profit





Retail
      segment gross profit during the twelve month period ended December 31, 2006
      was
      $5,831,721 compared to $4,840,241 for the comparative period in 2005. Gross
      profit as a percentage of sales was 42.7% in 2005 and 42.0% in 2006. Retail
      gross profits 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 gross profit 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 gross profits are earned through activation
      commissions and handset sales.





Commercial
      Segment Gross Profit





Commercial
      segment gross profit from continuing operations during the twelve month period
      ended December 31, 2006 was $3,839,126 compared to $2,976,320 for the
      comparative period in 2005. Gross profit as a percentage of sales was 23.5%
      in
      2005 and 19.4% in 2006. Commercial segment gross profits are generally less
      than
      the Retail segment gross profits. The decrease in Commercial segment gross
      profit on a percentage of sales basis is attributable to proportionately more
      revenue arising within the Commercial segment from low 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, 2006 were $9,889,864 compared to $7,275,796
      during the twelve month period ended December 31, 2005. The bulk of the
      incremental costs arose from employment costs of additional
      employees.





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





2006
            
            2005General
                & administrative
            
            
            2,703,843
            
            
            1,746,281Occupancy
            
            
            838,905
            
            
            644,237Professional
                fees
            
            
            771,435
            
            
            699,693Wages
                & Benefits
            
            
            5,575,681
            
            
            4,185,585Total
            
            
            9,889,864
            
            
            7,275,796





16





Wages
      and
      benefits from continuing operations increased from $4,185,585 during the year
      ended December 31, 2005 to $5,575,681 during the year ended December 31, 2006.
      The increase is attributable to higher levels of activity associated with labor
      and professional services contracts attained in the Commercial operating
      segment. Wages benefits during the year ended December 31, 2006, included an
      amount of $190,000 being the fair value of warrants issuable to a director,
      a
      former director and officer and a current officer of the Company as part of
      a
      settlement in first quarter of fiscal 2007. Wages and benefits in the current
      year also included incremental costs associated with the Vancouver regional
      operations centre opened during the third quarter.





General
      and administrative expenses from continuing operations, which consist of travel,
      entertainment, automotive, advertising, office and other general miscellaneous
      costs, totaled $2,703,843 during the twelve month period ended December 31,
      2006
      compared to $1,746,281 in the prior year. General and administrative expenses
      in
      the current year included a $300,000 special charge associated with uncollected
      management fees from Midland International Corporation. Occupancy costs, which
      consist of rent, insurance, utilities and maintenance, totaled $838,905 during
      the twelve month period ended December 31, 2006 compared to $644,237 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 $771,435 during the twelve month period ended December 31, 2006
      and $699,693 in the prior year.




Amortization
      expense during the twelve month period ended December 31, 2006 was $490,766
      compared to $344,228 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.





The
      Company recorded impairment charges from continuing operations of $2,723,219
      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
      year
      end. In the first quarter of fiscal 2007, the Company began a reorganization
      process within its commercial segment as a result of the restructuring efforts
      within its wholly owned subsidiary mmwave. In addition, the Company recorded
      certain corporate impairment charges not associated with the restructuring.
      For
      further detail of these impairment charges see Note 12 of the financial
      statements.





In
      accordance with SFAS No 142, “Goodwill and Other Intangible Assets” goodwill and
      intangible assets are reviewed for impairment on an annual basis. During fiscal
      2005 the Company wrote down intangible assets and goodwill by $5,130,334. As
      a
      result of several factors including the Company’s decrease in market
      capitalization over the prior twenty four months, changing market conditions
      in
      the Commercial business segment, and a change in direction or business
      philosophy from transaction based sales to a recurring revenue business model,
      a
      portion of goodwill at December 31, 2005 was determined to be impaired and
      was
      written down by $4,070,754 from $5,537,954 to $1,467,200. It was also determined
      that the intangible assets associated with the certain distribution rights
      were
      impaired as at the fourth quarter of fiscal 2005 and were also written down
      by
      $1,059,580 to zero.





During
      the year ended December 31, 2006, the Company wrote off its investment in
      Midland International Corporation, which consisted of $300,000 in uncollected
      management fees (such amount included in general and administrative expenses)
      and $129,114 of cash advances over and above the services provided to Midland.
      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.




17





Other
      expenses totaled $174,247 during the twelve month period ended December 31,
      2005
      and compared to other expenses of $4,338,891 during the year ended December
      31,
      2006.





2006
            
            2005Interest
                expense
            
            
            491,450
            
            
            62,538Foreign
                exchange (gains) losses
            
            
            34,820
            
            
            (3,394
            )Dividend
                expense on issuance of preferred stock, net
            
            
            3,848,714
            
            
            -(Gain)
                on investments
            
            
            (48,600
            )
            
            (35,853
            )Share
                of loss of equity accounted investment
            
            
            12,507
            
            
            150,956Total
            
            
            4,338,891
            
            
            174,247





Interest
      expense increased from $62,538, during the twelve month period ended December
      31, 2005 to $491,450 during the twelve month period ended December 31, 2006.
      The
      increase is attributable to high costs of borrowing associated with a new
      $1,287,000 (CAD$1,500,000) loan facility obtained during the month of January
      2006.





During
      the year ended December 31, 2005, the Company recorded foreign exchange gains
      of
      $3,394 arising from the translation of Canadian dollar denominated assets and
      liabilities into US dollars. During the year ended December 31, 2006 the Company
      recorded foreign exchange losses totaling $34,820.





The
      Company recorded a dividend expense on issuance of preferred stock of $3,848,714
      during the year ended December 31, 2006 representing the conversion feature
      of
      the preferred stock. This non-operating expense arises from Financial Accounting
      Standards Board, Emerging Issues 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. 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. 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 earnings per share target.





On
      December 31, 2006, the Company recorded a gain of $48,600 on the disposal of
      4,860,000 Midland International Corporation common shares. The Company
      previously accounted for the Midland investment using the equity method and
      had
      reduced the carrying value of the shares to zero as a result of its share of
      Midland losses. During the year ended December 31, 2006 the Company recorded
      $12,507 as its share of Midland losses and $150,956 during fiscal
      2005.





In
      fiscal
      2005 the Company recorded a gain of $35,853 on the disposal of common shares
      of
      RELM Wireless Corporation acquired through the exercise of certain warrants
      that
      the Company acquired early in the year. The Company sold 103,853 shares of
      RELM
      for net proceeds of $201,198 which had a cost base of $165,345.





During
      fiscal 2006 the Company reversed deferred income taxes of $651,000 recognized
      during fiscal 2005 due to the Company’s inability to generate net profits in the
      near term.





The
      net
      loss per share for the twelve month period ended December 31, 2006 was $0.34
      of
      which $0.29 was from continuing operations. The loss per share was $0.17 during
      the twelve month period ended December 31, 2005 and $0.16 arose from continuing
      operations.





**Discontinued
      Operations**





As
      of
      December 31, 2006, the operating results of Knowlton Pass business unit (which
      operates as Wireless Works within the Commercial segment) have been classified
      as discontinued operations. The comparative figures for 2005 have been
      reclassified also to reflect the same treatment.





The
      net
      loss from discontinued operations during fiscal 2006 was $1,407,133 ($0.05
      per
      share) compared to $185,692 ($0.01 per share) during fiscal 2005.




18





Revenues
      of discontinued operations during the year ended December 31, 2006 were $498,540
      compared to $200,952 in the prior year. The prior year’s operations included the
      period August 1, 2005 to December 31, 2005 only, due to the acquisition of
      Knowlton Pass by Wireless Age on July 31, 2005. Costs and expenses during fiscal
      2006 totaled $1,905,673 which included $353,091 of severance charges associated
      with the termination of the business unit executive, impairment charges of
      $244,337 (see Note 12) and amortization of $177,431. On the December 31, 2006,
      the Company determined that several assets of Knowlton Pass were impaired and
      accordingly adjusted the carrying value to their estimated recovery value.
      Costs
      and expenses for a four month period during fiscal 2005 totaled $386,644 and
      included amortization of $36,688.





**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.





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 no longer permits 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.




19





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 equity accounted investments.





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 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 deteriorated significantly during fiscal
      2006. The working capital surplus of approximately $132,000 at the beginning
      of
      the year deteriorated to a deficit of over $3,500,000 at year end. A portion
      of
      the decrease is the result of impairment charges (as described in Note 12)
      however the majority of the erosion of working capital is a result of operating
      losses.





The
      Company’s total assets decreased from $10,072,392 at December 31, 2005 to
      $8,208,131 at December 31, 2006. The decrease in total assets during the year
      ended December 31, 2006 is attributable to a reduction of approximately $774,000
      associated with current assets and a reduction of approximately $1,091,000
      in
      long term assets.





Current
      assets decreased from $7,070,289 at the beginning of the year to $6,296,485
      at
      the end of fiscal 2006. Current assets at December 31, 2005 (which included
      assets of the discontinued operations) consisted of cash balance of $795,339,
      accounts receivable of $3,081,967, inventories of $1,556,931, current portion
      of
      due from related of $758,004, deferred tax assets of $668,000 and prepaid
      expenses of $210,048. During fiscal 2006, cash balances declined by
      approximately $510,000, receivables increased by approximately $573,000,
      inventory increased by $260,000, work in progress increased from zero and the
      beginning of the year to approximately $225,000 at the end, due from related
      parties decreased by approximately $668,000, the company reversed a deferred
      tax
      assets of $668,000 and prepaid expenses decreased by approximately $105,000.
      Most of the movements in these balances arose from normal business operations
      except the reduction in due from related parties which included a write down
      of
      approximately $429,000 associated with the Company’s investment in Midland
      International Corporation and the reduction in the deferred tax asset which
      resulted from the Company’s ability to generate net profits and therefore
      required a write down of this asset.




20





Capital
      assets, net of accumulated depreciation increased from $1,178,780 at December
      31, 2005 to $1,239,129 at December 31, 2006. The increase is the result of
      capital assets purchased associated with the Vancouver regional operations
      centre. The Company made an investment of approximately $750,000 in assets
      for
      this centre to begin operations under a new contract. A substantial portion
      of
      these assets were financed through capital lease obligations.





The
      Company’s investments decreased from $32,507 at December 31, 2005 to zero at
      December 31, 2006. At the beginning of fiscal 2006, the Company’s investments
      consist of an investment in Midland International Corporation and Infinity
      Capital Group, Inc. The Company recorded $12,507 in its share of equity losses
      of Midland and disposed of its interest in Midland at year end. The Company
      also
      determined that its investment in Infinity was permanently impraired and wrote
      off its $20,000 investment.





Intangible
      assets decreased from $239,626 at December 31, 2005 to $202,750. Normal
      amortization of intangible assets accounted for the reduction.





Goodwill
      associated with acquisitions that have occurred over the last several years
      decreased from $1,467,200 at December 31, 2005 to $241,026 at December 31,
      2006.
      The decrease is the result of an impairment charge of $1,226,174 associated
      with
      mmwave. For a more detail explanation of the goodwill impairment charge please
      refer to Notes 7 and 12 of the financial statements.




Assets
      of
      discontinued operations were $347,975 at year end (Note 15).





Total
      liabilities of the Company increased from $7,087,008 at December 31, 2005 to
      $10,378,870 at December 31, 2006. The increase is attributable to an increase
      of
      approximately $3,000,000 in current liabilities and an increase of approximately
      $338,000 in long term liabilities. The reason for the increase in liabilities
      is
      the losses incurred by the Company during fiscal 2006.




The
      increase in current liabilities is attributable to; 1) an increase of
      approximately $1,640,000 in bank indebtedness, as a result of a new loan
      facility and increased borrowing under existing facilities, 2) an increase
      in
      accounts payable and accrued liabilities of approximately $630,000 due to the
      continued losses of the Company, 3) an increase of current portion of lease
      obligations of approximately $167,000, 5) an increase in current portion of
      shareholder loans of approximately $19,000, 6) a decrease of approximately
      $40,000 in deferred revenue and customer deposits and 7) a decrease in current
      portion of long term debt of approximately $48,000. The majority of these
      fluctuations are the result of operating losses and cash flow constraints caused
      by losses.





Long
      term
      liabilities increase by approximately $338,000 from $148,237 at the beginning
      of
      the year to $486,415 at year end. The increase is attributable to an increase
      of
      approximately $416,000 in long term portion of capital lease obligations offset
      by reductions in long term portion of debt and a reduction in long term portion
      of deferred revenue and customer deposits.





Non-controlling
      interest remained unchanged at $1,283 throughout the year. As at December 31,
      2006, the Company holds approximately 99.7% of this entity.




The
      stockholders’ equity/(deficiency) decreased from equity of $2,985,384 at
      December 31, 2005 to a deficiency of $2,170,739 at year end. The decrease is
      attributable to:





·
            an
                increase in common stock and additional paid-in capital of $14,555
                arising
                from issuances of 49,729 shares of common stock as partial consideration
                in the retail segment acquisition of Wireless Odyssey
                Limited,


·
              an
                  increase in common stock and additional paid in capital of $50,000
                  arising
                  from the issuance of 357,143 shares of common stock as a brokers
                  fee for a
                  preferred stock financing,






21




·
            an
                increase in preferred stock and preferred stock additional paid in
                capital
                of $369,380 representing the relative fair value of 7,142,900 shares
                of
                preferred stock issued,


·
              an
                  increase of $476,889 in additional paid in capital representing
                  the
                  relative fair value of warrants to acquire 7,500,000 common shares
                  at
                  $0.125 per share and 7,500,000 common shares at $.25 per
                  share.


·
              an
                  adjustment to additional paid in capital of $3,848,714 representing
                  the
                  intrinsic value of a beneficial conversion feature associated with
                  the
                  conversion rights of preferred stock issued in the current
                  year,


·
              an
                  increase in other comprehensive income of $11,604 associated with
                  foreign
                  currency translation differences of Canadian dollar denominated
                  consolidating financial statements,
                  and


·
              offset
                  by the loss of $9,927,265 for the year.




**Liquidity
      and Capital Resources**





As
      at
      December 31, 2006, the Company had current assets of $6,296,485 and current
      liabilities of $9,892,455, indicating a substantial working capital deficit.
      The
      Company’s working capital ratio decreased from 1.02 at the beginning of the year
      to 0.64 at December 31, 2006. The Company’s ability to continue as a going
      concern is in question. Despite the substantial working capital deficit
      management believes that with the sale of the Knowlton Pass business unit on
      March 1, 2007 and the restructuring steps within the mmwave business unit (which
      may ultimately result in the bankruptcy of that business unit) the financial
      position of the Company will improve during fiscal 2007 and hence the Company’s
      liquidity and capital resources. However, there can be no assurance that
      management will be successful in its efforts.





In
      addition, subsequent to year end, the Company received an offer from a third
      party to acquire the retail business unit and the other remaining components
      of
      the commercial segment (outside of mmwave and Knowlton Pass) for CAD$7,000,000
      (approximately US$6,006,000) in cash (subject to certain adjustments). The
      Company is considering the offer and anticipates approaching the shareholders
      for approval to complete the transaction (or other similar transaction) and
      use
      the proceeds to seek new business opportunities.




Cash
      used
      by operating activities from continuing operations amounted to $1,732,117 during
      fiscal 2006, primarily as a result of the net loss 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 $665,884,
      primarily consisting of cash used to acquire property, plant and equipment
      and
      intangible assets offset by collections from related parties. Cash provided
      in
      financing activities from continuing operations during the year amounted to
      $2,497,355 and represented borrowings under new loan facilities, increased
      borrowings under existing facilities offset by relatively minor repayments
      under
      long term debt and shareholder loans. The cumulative affect of all these changes
      resulted in a net increase in cash from continuing operations of $99,354 for
      the
      twelve month period ended December 31, 2006.





The
      Company experienced a net decrease in cash from discontinued operations of
      $609,663. Cash used in operating activities from discontinued operations totaled
      $635,947, cash used in investing activities of discontinued operations totaled
      $21,343 and cash provided by financing activities from discontinued operations
      totaled $47,626.





Overall
      between continuing operations and discontinued operations the cash balances
      of
      the Company decreased by $510,309.





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.





On
      December 29, 2006, the Company filed a registration statement with respect
      to
      the sale of up to approximately 5.0 million shares of Common Stock by certain
      of
      its shareholders and 5.0 million shares of Common Stock upon the exercise of
      warrants at $0.125 per share. The Company will not receive any of the proceeds
      from a sale of 5.0 million issued shares by such selling stockholders but will
      receive $625,000 upon the exercise of 5.0 million warrants.




22





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 8 and 16 to the Consolidated
      Financial Statements.





**Total**
            
            **Short-term**
            
            **1-3
                Years**
            
            **4-5
                Years**Debt
                and capital lease obligations(principal
                portion)
            
            
            2,166,127
            
            
            1,753,125
            
            
            407,313
            
            
            5,689Capital
                lease obligations (interest portion)
            
            
            82,176
            
            
            40,195
            
            
            41,981
            
            
            -2,248,303
            
            
            1,793,320
            
            
            449,294
            
            
            5,689Premise
                and equipment leases
            
            
            2,393,322
            
            
            780,762
            
            
            1,580,013
            
            
            32,547Total
                cash obligations
            
            
            4,641,625
            
            
            2,574,082
            
            
            2,029,307
            
            
            38,236





In
      addition the Company is contractually obligated as follows:





1.
            To
                issue up to 15,014,286 shares of its common stock under warrants
                exercisable at prices between $0.125 and $0.25 per
                share.





**ITEM
                8A.  CONTROLS AND
                PROCEDURES**




**Disclosure
      Controls and Procedures**





We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our chief executive officer and our principal
      financial officer, of the effectiveness of our disclosure controls and
      procedures as of December 31, 2006. Based on that evaluation, our chief
      executive officer and our principal financial officer concluded that our
      disclosure controls and procedures are effective as of the end of the period
      covered by this report to ensure that information required to be disclosed
      by us
      in reports that we file or submit under the Exchange Act, as amended, is
      recorded, processed, summarized and reported within the time periods specified
      in SEC rules and forms.





**Internal
      Control Over Financial Reporting**





During
      the fiscal quarter ended December 31, 2006, there has been no change in our
      internal control over financial reporting that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.




23


**Item
      7. Financial Statements**


**WIRELESS
        AGE COMMUNICATIONS, INC.**
  CONSOLIDATED
        FINANCIAL STATEMENTS
  December
        31, 2006 and 2005
  ( Stated
        in US Dollars )
 
 24
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Stockholders,
 Wireless
        Age Communications, Inc.
 
 We
        have
        audited the accompanying consolidated balance sheets of Wireless Age
        Communications, Inc. and subsidiaries as of December 31, 2006 and 2005 and
        the
        related consolidated statements of operations, cash flows and stockholders’
(deficiency) equity for the years 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 audits.
 
 We
        conducted our audits 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 audits provide 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 2005 and the results of
        their
        operations and their cash flows for the years then ended in conformity with
        generally accepted accounting principles in the United States of
        America.
 
 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.
 
 Toronto,
                  Canada
              “MINTZ
                  & PARTNERS LLP”March
                  30, 2007
              CHARTERED
                  ACCOUNTANTS
 
 F-1
  **WIRELESS
        AGE COMMUNICATIONS, INC.**
 CONSOLIDATED
        BALANCE SHEETS
 December
        31, 2006 and 2005
 ( Stated
        in US Dollars )
 
 2006
              
              2005**ASSETS**CurrentCash
                  and cash equivalents
              
              $
              285,030
              
              $
              795,339Receivables
                  - Note 3
              
              
              3,654,885
              
              
              3,081,967Inventory
              
              
              1,816,623
              
              
              1,556,931Work
                  in progress
              
              
              225,547
              
              
              -Due
                  from related parties - Note 4
              
              
              90,003
              
              
              758,004Deferred
                  tax asset - Note 17
              
              
              -
              
              
              668,000Prepaid
                  expenses
              
              
              105,163
              
              
              210,048Assets
                  of discontinued operations held for sale - Note 15
              
              
              119,234
              
              
              -6,296,485
              
              
              7,070,289Due
                  from related parties - Note 4
              
              
              -
              
              
              83,990Property,
                  plant and equipment - Note 5
              
              
              1,239,129
              
              
              1,178,780Investments
                  - Note 6
              
              
              -
              
              
              32,507Intangible
                  assets - Note 7
              
              
              202,750
              
              
              239,626Goodwill
                  - Note 7
              
              
              241,026
              
              
              1,467,200Assets
                  of discontinued operations held for sale - Note 15
              
              
              228,741
              
              
              -$
              8,208,131
              
              $
              10,072,392**LIABILITIES**CurrentLoan
                  and bank indebtedness - Note 8
              
              $
              1,983,345
              
              $
              344,684Accounts
                  payable and accrued liabilities - Note 9
              
              
              6,807,039
              
              
              6,177,116Current
                  portion of deferred revenue and customer deposits
              
              
              169,373
              
              
              209,712Current
                  portion of due to shareholders - Note 10
              
              
              178,569
              
              
              159,254Obligations
                  under capital leases - Note 8
              
              
              166,518
              
              
              -Current
                  portion of long-term debt - Note 8
              
              
              -
              
              
              48,005Liabilities
                  of discontinued operations held for sale - Note 15
              
              
              587,611
              
              
              -9,892,455
              
              
              6,938,771Deferred
                  revenue and customer deposits
              
              
              68,765
              
              
              97,465Due
                  to shareholders - Note 10
              
              
              -
              
              
              32,489Obligations
                  under capital leases - Note 8
              
              
              416,367
              
              
              -Deferred
                  tax liability
              
              
              -
              
              
              17,000Minority
                  interest
              
              
              1,283
              
              
              1,28310,378,870
              
              
              7,087,008**STOCKHOLDERS’
                  (DEFICIENCY) EQUITY**Preferred
                  stock, $0.001 par value - Note 1110,000,000
                  shares authorized, 7,142,900 issued and outstanding
              
              
              7,143
              
              
              -Preferred
                  stock additional paid-in capital
              
              
              362,237
              
              
              -Common
                  stock, $0.001 par value - Note 11100,000,000
                  shares authorized29,527,918
                  shares outstanding (2005:  29,121,046)
              
              
              29,528
              
              
              29,121Additional
                  paid-in capital
              
              
              14,075,817
              
              
              9,686,066Accumulated
                  deficit
              
              
              (16,818,067
              )
              
              (6,890,802
              )Other
                  comprehensive income
              
              
              172,603
              
              
              160,999(
                  2,170,739
              )
              
              2,985,384$
              8,208,131
              
              $
              10,072,392
 SEE
          ACCOMPANYING NOTES
 F-2
  **WIRELESS
        AGE COMMUNICATIONS, INC.**
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 for
        the
        years ended December 31, 2006 and 2005
 ( Stated
        in US Dollars )
 (Note
                    15)2006
                
                2005Sales:Sales
                    - products and services
                
                $
                29,502,787
                
                $
                20,214,525Commission
                    and residual revenue
                
                
                4,090,060
                
                
                3,810,334Total
                    sales
                
                
                33,592,847
                
                
                24,024,859Cost
                    of goods sold - products and services
                
                
                23,922,000
                
                
                16,208,299Gross
                    profit
                
                
                9,670,847
                
                
                7,816,561Operating
                    expensesSelling
                    and administrative expenses
                
                
                9,889,864
                
                
                7,275,796Amortization
                
                
                490,766
                
                
                344,228Earnings
                    (loss) before under noted items
                
                
                (
                    709,783
                )
                
                196,537Impairment
                    charges - Note 12
                
                
                2,723,219
                
                
                5,130,334Loss
                    on note receivable - Note 4
                
                
                129,114
                
                
                -Loss
                    from operations
                
                
                (
                    3,562,116
                )
                
                (
                    4,933,797
                )Other
                    expenses (income)Interest
                    expense
                
                
                491,450
                
                
                62,538Foreign
                    exchange losses (gains)
                
                
                34,820
                
                
                (
                    3,394
                )Dividend
                    expense on issuance of preferred stock - Note 13
                
                
                3,848,714
                
                
                -Gain
                    on investments, net - Note 14
                
                
                (48,600
                )
                
                (
                    35,853
                )Share
                    of loss of equity accounted investment - Note 6
                
                
                12,507
                
                
                150,956Total
                    other expenses
                
                
                4,338,891
                
                
                174,247Loss
                    before income taxes
                
                
                (
                    7,901,008
                )
                
                (
                    5,108,044
                )Income
                    taxes - current
                
                
                31,876
                
                
                2,843Income
                    taxes - deferred
                
                
                (651,000
                )
                
                651,000Loss
                    from continuing operations
                
                $
                (8,520,132
                )
                $
                (4,454,202
                )Loss
                    from discontinued operations - Note 15
                
                $
                (1,407,133
                )
                $
                (185,692
                )Net
                    loss
                
                $
                (9,927,265
                )
                $
                (4,639,894
                )Loss
                    per share
                
                $
                (0.34
                )
                $
                (0.17
                )From
                    continuing operations
                
                $
                (0.29
                )
                $
                (0.16
                )From
                    discontinued operations
                
                $
                (0.05
                )
                $
                (0.01
                )Weighted
                    average number of common shares outstanding
                
                
                29,290,200
                
                
                27,859,866
 SEE
            ACCOMPANYING NOTES
  F-3
 **WIRELESS
        AGE COMMUNICATIONS, INC.**
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 for
        the
        years ended December 31, 2006 and 2005
 ( Stated
        in US Dollars )
 
 (Note
                  15)2006
              
              2005Operating
                  ActivitiesNet
                  loss from continuing operations
              
              $
              (8,520,132
              )
              $
              (4,454,202
              )Items
                  not involving cash:Amortization
                  of property, plant and equipment
              
              
              490,766
              
              
              344,228Gain
                  on investments
              
              
              (48,600
              )
              
              (
                  35,853
              )Impairment
                  charges
              
              
              2,723,219
              
              
              5,130,334Write
                  off of related party loan
              
              
              15,701
              
              
              -Write
                  down of property, plant and equipment
              
              
              -
              
              
              24,370Warrants
                  issuable under special bonus
              
              
              190,000
              
              
              -Dividend
                  expense on issuance of preferred stock
              
              
              3,848,714
              
              
              -Equity
                  accounted investment
              
              
              12,507
              
              
              150,956Foreign
                  exchange loss/(gain)
              
              
              18,684
              
              
              (
                  3,394
              )Deferred
                  income tax provision
              
              
              651,000
              
              
              (
                  651,000
              )Loss
                  on uncollected management fees
              
              
              300,000
              
              
              -Loss
                  on note receivable
              
              
              129,114
              
              
              -Common
                  stock issued for consulting services provided
              
              
              -
              
              
              8,925(189,027
              )
              
              514,364Changes
                  in operating assets and liabilities:Receivables
              
              
              (
                  927,506
              )
              
              (
                  165,882
              )Inventory
              
              
              (
                  640,945
              )
              
              472,837Work
                  in progress
              
              
              (
                  375,756
              )
              
              -Prepaid
                  expenses
              
              
              5,862
              
              
              (
                  47,753
              )Accounts
                  payable and accrued liabilities
              
              
              422,162
              
              
              259,361Deferred
                  revenue
              
              
              (
                  26,171
              )
              
              247,552Customer
                  deposits
              
              
              (
                  736
              )
              
              3,562Cash
                  provided by (used in) operating activities
              
              
              (
                  1,732,117
              )
              
              1,284,042Investing
                  ActivitiesPurchase
                  of marketable securities
              
              
              -
              
              
              (
                  185,345
              )Proceeds
                  on disposal of marketable securities
              
              
              48,600
              
              
              201,198Cash
                  used to purchase additional investment in subsidiary
              
              
              -
              
              
              (
                  100,000
              )Increase
                  in loan receivable
              
              
              -
              
              
              (
                  394,279
              )Cash
                  acquired in acquisitions
              
              
              -
              
              
              256,050Increase
                  in due from related parties
              
              
              61,020
              
              
              (368,898
              )Additions
                  to intangible assets
              
              
              (
                  43,308
              )
              
              -Additions
                  to property, plant and equipment
              
              
              (
                  732,196
              )
              
              (323,771
              )Cash
                  (used in) investing activities
              
              
              (
                  665,884
              )
              
              (
                  915,045
              )Financing
                  ActivitiesIssuance
                  of preferred stock and warrants, net
              
              
              896,269
              
              
              -Repayment
                  of long-term debt
              
              
              (
                  49,513
              )
              
              (
                  195,088
              )Repayment
                  of due to shareholders
              
              
              (
                  13,174
              )
              
              (76,527
              )Increase
                  (decrease) in bank indebtedness
              
              
              1,663,773
              
              
              319,572Cash
                  provided by financing activities
              
              
              2,497,355
              
              
              47,957Increase
                  (decrease) in cash from continuing operations:
              
              
              99,354
              
              
              416,954Decrease
                  in cash from discontinued operations (Note 15)
              
              
              (
                  609,663
              )
              
              (
                  421,735
              )Decrease
                  in cash during the year
              
              
              (
                  510,309
              )
              
              (
                  4,781
              )Cash
                  and cash equivalents, beginning of the year
              
              
              795,339
              
              
              800,120Cash
                  and cash equivalents, end of the year
              
              $
              285,030
              
              $
              795,339
 SEE
          ACCOMPANYING NOTES
 F-4
  The
        Company paid cash interest of $401,578 and $62,538 during fiscal years 2006
        and
        2005 respectively. The Company did not pay cash income taxes in either of
        fiscal
        years 2006 or 2005.
 
 Non-cash
        activities:
 
 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.
 
 During
        2005 the Company issued:
  ·
              225,000
                  shares of its common stock to acquire 400,000 additional common
                  shares of
                  Midland International Corporation valued at
                  $158,738.
 
 ·
              61,200
                  shares of its common stock to acquire additional minority interest
                  in WACL
                  valued at $41,888.
 
 ·
              150,000
                  shares of its common stock under earnout provisions of the purchase
                  of an
                  operating subsidiary valued at
                  $65,875.
 
 ·
              4,500,000
                  shares of its common stock as consideration for the purchase of
                  an
                  operating subsidiary with net assets valued at
                  $1,628,100.
 
 ·
              540,000
                  shares of its common stock as consideration for the purchase of
                  an
                  operating subsidiary with net assets valued at
                  $215,730.
 
 ·
              100,000
                  shares of its common stock for consulting services provided valued
                  at
                  $35,700. The term of the consulting agreement is twelve months
                  and the
                  Company has amortized $8,925 of the cost up to and including December
                  31,
                  2005.
 SEE
          ACCOMPANYING NOTES
 F-5
  **WIRELESS
        AGE COMMUNICATIONS, INC.**
 CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’ EQUITY
 for
        the
        years ended December 31, 2006 and 2005
 ( Stated
        in US Dollars )
 
 AdditionalCommon
                  Shares
              
              Paid-in
              
              ComprehensiveNumber
              
              Par
                  Value
              
              Capital
              
              Income
              
              Deficit
              
              TotalBalance,
                  December 31, 2004
              
              
              23,544,846
              
              $
              23,545
              
              $
              7,545,611
              
              $
              137,137
              
              $
              (2,250,908
              )
              $
              5,455,385Capital
                  stock issued to acquire additional investment in minority owned
                  company
              
              
              225,000
              
              
              225
              
              
              158,513
              
              
              -
              
              
              -
              
              
              158,738Capital
                  stock issued to acquire additional investment in majority owned
                  subsidiary
              
              
              61,200
              
              
              61
              
              
              41,827
              
              
              -
              
              
              -
              
              
              41,888Capital
                  stock issued under earnout provisions of acquisition of operating
                  subsidiary
              
              
              150,000
              
              
              150
              
              
              65,725
              
              
              -
              
              
              -
              
              
              65,875Capital
                  stock issued to acquire wholly owned subsidiary
              
              
              4,500,000
              
              
              4,500
              
              
              1,623,600
              
              
              -
              
              
              -
              
              
              1,628,100Capital
                  stock issued to acquire operating subsidiary
              
              
              540,000
              
              
              540
              
              
              215,190
              
              
              -
              
              
              -
              
              
              215,730Capital
                  stock issued for consulting services provided
              
              
              100,000
              
              
              100
              
              
              35,600
              
              
              -
              
              
              -
              
              
              35,700Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              23,862
              
              
              -
              
              
              23,862Net
                  loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (4,639,894
              )
              
              (4,639,894
              )Balance,
                  December 31, 2005
              
              
              29,121,046
              
              $
              29,121
              
              $
              9,686,066
              
              $
              160,999
              
              $
              (6,890,802
              )
              $
              2,985,384
 SEE
          ACCOMPANYING NOTES
 F-6
  **WIRELESS
        AGE COMMUNICATIONS, INC.**
 CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’ EQUITY
 for
        the
        years ended December 31, 2006 and 2005
 ( Stated
        in US Dollars )
  Common
                  Stock
              
              Preferred
                  StockAdditional
              
              
              
              
              
              AdditionalPar
              
              Paid-in
              
              
              
              Par
              
              Paid-in
              
              Compre.Number
              
              Value
              
              Capital
              
              Number
              
              Value
              
              Capital
              
              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
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              3,848,714Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              11,604
              
              
              -
              
              
              11,604Net
                  loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              
              
              
              -
              
              
              -
              
              
              (9,927,265
              )
              
              (9,927,265
              )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
 F-7
  **WIRELESS
        AGE COMMUNICATIONS, INC.**
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 December
        31, 2006 and 2005
 ( Stated
        in US Dollars )
 
 Note
                1
              Nature
                  of Operations and Basis of
                  Presentation
 
 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. A wholly owned subsidiary, mmwave
        Technologies Inc. (“mmwave”), is a distributor, systems integrator and
        representative of wireless, microwave and fibre optic components, test systems
        and subsystems. It also provides a range of technical solutions to the Canadian
        markets primarily in the manufacturing and service provider segments of the
        communications industry. Another wholly owned subsidiary, Knowlton Pass
        Electronics Inc. (“Knowlton Pass”), is a network operator providing wireless
        connectivity solutions to commercial and municipal customers. 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 in Canada. WACL was acquired on October 8, 2002, Knowlton Pass was
        acquired on July 31, 2005, mmwave was acquired on March 4, 2005, 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 of Utah, 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 of Nevada on 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 for the period August 1, 2005 to December
        31,
        2006 have been classified as discontinued operations - Note 15. In addition
        the
        assets and liabilities of Knowlton Pass have been segregated as assets and
        liabilities held for sale.
 
 Going
        Concern Basis of Presentation
 
 The
        financial statements have been prepared on a going concern basis, which
        contemplates the realization of assets and the liquidation of liabilities
        in the
        ordinary course of business. As shown in the accompanying financial statements, as
        at
        December 31, 2006 the Company has incurred losses of $9,927,265, has a working
        capital deficit of $3,595,970 and a stockholders’ deficiency of $2,170,739. As a
        result, substantial doubt exists about the Company’s ability to continue to fund
        future operations using its existing resources.
 
 In
        order
        to meet its near term obligations with its secured and unsecured creditors
        and
        provide the necessary funding for future operations, the Company will have
        to
        reorganize its operations and/or raise additional financing, none of which
        is
        assured. Management has taken certain restructuring steps, including changes
        in
        management and the composition of the Company’s Board of Directors. In addition
        it intends to explore all options including the possible sale of the retail
        operating segment and the remaining commercial segment business for cash
        (Note
        22). Cash proceeds from a possible sale might be utilized to improve the
        Company’s financial position and seek new business acquisitions.
  F-8
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          2
 Note
                2
              Summary
                  of Significant Accounting
                  Policies
 
 The
        consolidated financial statements have been prepared in accordance with
        generally accepted accounting principles in the United 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:
 
 Use
        of
        Estimates
 
 The
        preparation of consolidated financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that effect 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, and deferred tax
        assets.
 
 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 Knowlton Pass,
        mmwave, Prime Wireless, Wireless Source, Prime Battery, Marlon and its 99.7%
        owned subsidiary, WACL. The company is incorporated under the laws of the
        state
        of Nevada. DB Sim, WACL and Wireless Source are incorporated under the laws
        of
        the province of Saskatchewan, Canada. Prime Wireless, Prime Battery and 1588102
        are incorporated under the laws of the province of Ontario, Canada. Knowlton
        Pass, mmwave and Marlon are incorporated federally under the laws of Canada.
        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.
  F-9
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          3
  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-lineOffice
                    equipment
                
                10
                    years straight-lineRental
                    equipment
                
                30%
                    declining balanceNetwork
                    equipment
                
                30%
                    declining balanceVehicles
                    under capital lease
                
                30%
                    declining balanceShop
                    tools / 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”, which was adopted effective January 1, 2002.
        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.
 
 Investments
 
 Investments
        are recorded as available for sale marketable securities, held to maturity
        investments or investments in entity under 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 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.
 
 F-10
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          4
 
 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 intangible assets in the accompanying
        consolidated balance sheets.
 
 Intangibles,
        Goodwill and Other Assets
 
 The
        Company follows SFAS No 142, “Goodwill and Other Intangible Assets”. SFAS No.
        142 no longer permits 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 annually 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 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 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, amounts due to shareholders
        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.
  F-11
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          5
  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
  The
        Company follows Statement of Financial Accounting Standards No. 109, “Accounting
        for Income Taxes”(“FAS 109”) which requires the use of the asset and liability
        method of accounting of income taxes. Under the assets and liability method
        of
        FAS 109, deferred tax assets and liabilities are recognized for the future
        tax
        consequences attributable to temporary differences between the financial
        statements carrying amounts of existing assets and liabilities and loss
        carryforwards and their respective tax bases. Deferred tax assets and
        liabilities are measured using enacted tax rates expected to apply to taxable
        income in the year in which those temporary differences are expected to be
        recovered or settled.
 
 Basic
        and Diluted Earnings (Loss) Per Share
  The
        Company reports 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.
        Diluted loss per share is not presented when the results would be
“anti-dilutive”.
 
 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”. 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. 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.
  F-12
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          6
  Revenue
        from long-term contracts for developing and building telecommunications systems
        is recognized 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 the
        extended warranty plan and matches such costs against revenue as it is
        recognized.
 
 Cash
        and Cash Equivalents
 
 Cash
        and
        cash equivalents are included at cost, which approximates market. At December
        31, 2006, 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 $535,206 and $354,005 of advertising and marketing expenses during
        the
        years ending December 31, 2006 and 2005, respectively.
  F-13
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          7
  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
        the Knowlton Pass subsidiary which was sold in February 2007. The Company
        has
        also written down the assets relating to Knowlton Pass to their respective
        fair
        values.
 
 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 additional
        paid
        in capital.
 
 Note
                3
              Receivables
 
 2006
              
              2005Accounts
                  receivable - trade
              
              $
              3,965,970
              
              $
              3,148,114Allowance
                  for doubtful accounts
              
              
              (311,085
              )
              
              (66,147
              )$
              3,654,885
              
              $
              3,081,967
 
 Note
                4
              Due
                  (to)/from Related Parties
 
 During
        the year, the Company entered into transactions with related parties. The
        Company made sales and provided services to W3 Connex Inc. an entity with
        certain shareholders who are officers of the Company. The Company also provided
        services to Xpress Test Solutions Inc. an entity in which certain shareholders
        are officers of the Company. During the year ended December 31, 2005 the
        Company
        also acquired a loan provided to Xpress Test Solutions Inc. in the mmwave
        Technologies Inc. acquisition. The Company provided management services,
        during
        the year ended December 31, 2005, to Midland International Corporation an
        entity
        in which the Company has an equity interest and also has certain directors
        and
        officers in common. Simmonds Mercantile and Management Inc., an entity in
        which
        a director of the Company is the sole shareholder provided management services
        to the Company during fiscal 2005.
  F-13
  Wireless
        Age Communications, Inc.
 Notes
        to
        the Consolidated Financial Statements
 December
        31, 2006 and 2005
 ( Stated
        in US Dollars )
        - Page
        8
  Transactions
        entered into and balances outstanding at December 31, 2006 and 2005 were as
        follows:
 
 Sales
                to
                  related
                party
              
              Services
                provided
                  by related party
              
              Services
                provided
                  to related party
              
              Amount
                due
                  from related party
              
              Amount
                due
                  to related partyMidland
                  International Corporation:December
                  31, 2006
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -December
                  31, 2005
              
              
              -
              
              
              -
              
              
              240,000
              
              
              424,734
              
              
              -W3
                  Connex Inc.:December
                  31, 2006
              
              $
              234,615
              
              $
              -
              
              $
              57,966
              
              $
              -
              
              $
              -December
                  31, 2005
              
              
              295,621
              
              
              -
              
              
              63,473
              
              
              192,524
              
              
              -Xpress
                  Test Solutions Inc.:December
                  31, 2006
              
              $
              225
              
              $
              -
              
              $
              21,239
              
              $
              90,003
              
              $
              -December
                  31, 2005
              
              
              6,430
              
              
              -
              
              
              18,612
              
              
              181,676
              
              
              -Simmonds
                  Mercantile and Management Inc.December
                  31, 2006
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -December
                  31, 2005
              
              
              -
              
              
              468,020
              
              
              -
              
              
              -
              
              
              -Other:December
                  31, 2006
              
              $
              -
              
              $
              -
              
              $
              15,701
              
              $
              -
              
              $
              -December
                  31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              43,060
              
              
              -Total:December
                  31, 2006
              
              $
              234,840
              
              $
              -
              
              $
              79,205
              
              $
              90,003
              
              $
              -December
                  31, 2005
              
              
              302,051
              
              
              468,020
              
              
              322,085
              
              
              841,994
              
              
              -Less
                  current portion:December
                  31, 2006
              
              
              
              
              
              
              
              
              
              
              $
              (
                  90,003
              )
              $
              -December
                  31, 2005
              
              
              
              
              
              
              
              
              
              
              
              (
                  758,004
              )
              
              -Long
                  term:December
                  31, 2006
              
              
              
              
              
              
              
              
              
              
              $
              -
              
              $
              -December
                  31, 2005
              
              
              
              
              
              
              
              
              
              
              
              83,990
              
              
              -
 
 Xpress
        Test Solutions Inc.
 
 On
        December 31, 2005, Xpress Test Solutions Inc. provided the Company a $181,676
        (CAD$212,215) 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
        $21,452 (CAD$25,000) in January 2006, followed by twenty three monthly payments
        of $6,985 (CAD$8,140) 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.
 
 F-14
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          9
 
 Midland
        International Corporation
 
 On
        December 31, 2005, Midland International Corporation provided the Company
        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 note is currently in default because the March 15,
        June
        30, September 30 and December 31, 2006 payments were not received.
 
 Substantial
        doubt exists regarding Midland’s ability to repay the promissory note, and
        therefore the Company has 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 has reflected the $300,000 portion of the promissory
        note
        that reflects unpaid management fees and the $129,114 portion that reflects
        cash
        advances over and above management services provided as a loss from
        operations.
 
 W3
        Connex, Inc.
 
 The
        Company, through its Commercial operating segment, sells products and provides
        engineering services to W3 Connex, Inc. on normal trade terms. As at December
        31, 2006, W3 Connex Inc. owed the Company a historic balance of
        $246,156.
 
 Substantial
        doubt exists regarding W3’s
        ability to pay the historic, and therefore the Company has fully provided
        for a
        loss on the account 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 has reflected the $246,156
        loss
        within the Impairment Charge (Note 12).
 
 Other
 
 Occasionally
        related parties pay certain costs on behalf of the Company and conversely
        the
        Company on occasion pays costs of related parties. The Company also provides
        services to related parties. The amounts owed to and from related parties
        do not
        have specific repayment terms.
 
 F-15
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          10
 
 Note
                5
              Property,
                  Plant and Equipment
 
 2006
              
              2005AccumulatedCost
              
              Amortization
              
              Net
              
              NetComputer
                  hardware & software
              
              $
              651,181
              
              $
              586,488
              
              $
              64,693
              
              $
              91,472Equipment
                  under capital lease
              
              
              141,954
              
              
              132,138
              
              
              9,816
              
              
              24,060Leasehold
                  improvements
              
              
              1,023,068
              
              
              899,081
              
              
              123,987
              
              
              289,041Office
                  equipment
              
              
              564,401
              
              
              274,843
              
              
              289,558
              
              
              198,529Rental
                  equipment
              
              
              507,492
              
              
              277,457
              
              
              230,035
              
              
              142,154Network
                  equipment
              
              
              -
              
              
              -
              
              
              -
              
              
              414,263Vehicles
                  under capital lease
              
              
              491,986
              
              
              73,798
              
              
              418,188
              
              
              -Shop
                  tools and service equip
              
              
              154,349
              
              
              51,497
              
              
              102,852
              
              
              19,261$
              3,534,430
              
              $
              2,295,301
              
              $
              1,239,129
              
              $
              1,178,780
 
 Note
                6
              Investments
 
 Available
        for Sale Securities
 
 On
        January 25, 2005, the Company acquired warrants to purchase 300,000 common
        shares of RELM Wireless Corporation, exercisable on a cashless basis on or
        before May 11, 2005 for a cash payment of $165,345 (CDN$200,000). Pursuant
        to
        the terms of the warrants the Company obtained 103,853 common shares of RELM
        through the exercise of the warrants on a cash-less basis. During May and
        June
        2005, the Company disposed of the common shares in the open market for proceeds
        of $201,198. The Company recorded a gain on disposition of $35,853.
 
 Held
        to
        Maturity Investment
 
 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 (Note 12).
 
 Equity
        under significant influence
 
 During
        the year ended December 31, 2005, the Company increased its investment in
        Midland International Corporation (formerly Azonic Corporation) and acquired
        an
        additional 400,000 common shares of Midland a publicly traded entity listed
        on
        the NASD over-the-counter-bulletin-board in exchange for 225,000 shares of
        the
        Company’s stock valued at $158,738. As at December 31, 2005, the Company held a
        total of 4,860,000 common shares of Midland, 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.
  F-16
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          11
  The
        Company treats the Midland investment as an equity investment due to a common
        officer between both entities.
 
 The
        investment is recorded using the equity method and has been adjusted as
        follows:
 
 Balance
                  at Dec 31, 2005
              
              $
              12,507Share
                  of loss of Midland
              
              
              (12,507
              )Net
                  investment in subsidiary
              
              $
              -
 
 Note
                7
              Intangible
                  Assets and Goodwill
 
 Intangible
        assets
 
 Gross
                Carrying
                Amount
              
              Accumulated
                Amortization
              
              2006
                Net
              
              2005
                NetIntangible
                  assets subjectto
                  amortization:Retail
                  segment:Residual
                  premiums
              
              $
              933,640
              
              $
              (827,852
              )
              $
              105,788
              
              $
              114,948Agency
                  fee
              
              
              274,584
              
              
              (177,622
              )
              
              96,962
              
              
              124,678Total
                  intangible assetssubject
                  to amortization:
              
              
              1,208,224
              
              
              (1,005,474
              )
              
              202,750
              
              
              239,626Total
                  intangible assets
              
              
              1,208,224
              
              
              (1,005,474
              )
              
              202,750
              
              
              239,626
  The
        Company does not have intangible assets which are not subject to amortization.
 
 Aggregate
        amortization expense for the year ended December 31, 2006 was
        $103,895.
 
 Estimated
        amortization expense:
 For
                    the year ended December 31, 2007
                
                $
                90,300For
                    the year ended December 31, 2008
                
                $
                43,247For
                    the year ended December 31, 2009
                
                $
                43,247For
                    the year ended December 31, 2010
                
                $
                25,956
  F-17
  Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          12
 
 Goodwill
 
 The
        changes in the carrying amount of goodwill for the year ended December 31,
        2006,
        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
              
              $
              -
              
              $
              241,026
  In
        accordance with SFAS No 142, “Goodwill and Other Intangible Assets” the goodwill
        and intangible assets were reviewed for impairment on an annual basis. As
        a
        result of the Company’s analyses during fiscal 2006 a portion of goodwill
        associated with the commercial segment was determined to be impaired and
        was
        written down by $1,226,174 to $nil (see Impairment Charges - Note 12). The
        goodwill impairment is primarily associated with restructuring steps initiated
        within the Commercial operating segment. Finally it was determined by the
        Company that the remaining retail segment intangible assets and goodwill
        are not
        impaired and have retained their value and accordingly no further write down
        was
        required.
 
 As
        a
        result of the Company’s analyses during fiscal 2005 a portion of goodwill was
        determined to be impaired and was written down by $4,070,754 to $1,467,200
        (during the same period the Company recorded an increase in goodwill of
        $2,392,535 as result of acquisitions - see Note 18). It was also determined
        that
        the intangible assets associated with the Midland trade-name, Vertex Standard
        distribution and supply agreements were impaired and they were also written
        down
        by $284,500 to zero. It was also determined that the intangible assets
        associated with iMobile trade-name, customer lists and relationships were
        impaired and they were written down by $761,000 to zero. It was also determined
        that the intangible assets associated with certain distribution rights were
        impaired and they were written down by $14,080 to zero.
 
 Note
                8
              Bank
                  Indebtedness, Long-Term Debt and Obligations Under Capital
                  Leases
 
 Loan
        and
        bank indebtedness
 
 The
        Company has a line of credit of $644,000 (CAD$750,000) with a registered
        Canadian bank, secured by the accounts receivable and inventory of a business
        entity within the commercial segment of which $305,844 (CAD$356,431) was
        drawn
        as of December 31, 2006. The interest rate applicable to this borrowing is
        prime
        plus 2%. According to the banking agreement the Company is required to maintain
        certain balance sheet ratios. At December 31, 2005 the Company was in breach
        of
        two of these covenants.
 
 The
        Company also has a line of credit of $1,287,000 (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
        (CAD$1,488,681) was drawn on December 31, 2006. Pursuant
        to the terms of the financing arrangement the Company discounts receivables
        at
        $0.575 (approximately CAD$0.67) per day per $1,000 - which results in an
        effective interest rate of approximately 27% per annum.
  F-18
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          13
  At
        December 31, 2006 the bank indebtedness consisted of:
 Bank
                    overdraft
                
                $
                400,103Bank
                    line of credit
                
                
                305,844Asset
                    based line of credit
                
                
                1,277,3981,983,345
  Long-term
        debt
 
 2006
              
              2005Note
                  payable, secured by common shares of Wireless
                Canada,
                  repayable in one instalment payment of $68,646
                (CAD$80,000)
                  on April 30, 2004 and the balance in
                monthly
                  instalment payments of $9,648 (CAD$11,244)
                commencing
                  June 1, 2004 including interest at 6% per
                annum
                  (principal CAD$183,227).
              
              $
              -
              
              $
              48,005-
              
              
              48,005Less:
                  current portion:
              
              
              -
              
              
              (48,005
              )$
              -
              
              $
              -
  F-19
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          14
 Obligations
        Under Capital Leases
 
 2006
              
              2005Obligations
                  under capital lease to Williamson Leasing in monthly payments ranging
                  between $632 (CAD$736) and $1,476 (CAD$1,721) including interest at
                  7.0%. Service vehicles (13) are pledged as security.
              
              $
              439,340
              
              $
              -Obligation
                  under capital lease to Bodkin Leasing in monthly payments of $495
                  (CAD$577) including interest at 16.7%. Equipment is pledged as
                  security.
              
              
              13,655
              
              
              -Obligation
                  under capital lease to National Leasing in monthly payments of
                  $335
                  (CAD$390) including interest at 16.2%. Equipment is pledged as
                  security.
              
              
              9,004
              
              
              -Obligation
                  under capital lease to CIT in monthly payments of $1,126 (CAD$1,312)
                  including interest at 15.0%. Equipment is pledged as
                  security.
              
              
              43,497
              
              
              -Obligation
                  under capital lease to Kempenfelt Capital in monthly payments of
                  $558
                  (CAD$650) including interest at 14.0%. Equipment is pledged as
                  security.
              
              
              16,702
              
              
              -Obligation
                  under capital lease to National Leasing in monthly payments of
                  $347
                  (CAD$404) including interest at 11.0%. Equipment is pledged as
                  security.
              
              
              15,088
              
              
              -Obligation
                  under capital lease to National Leasing in monthly payments of
                  $213
                  (CAD$248) including interest at 16.2%. Equipment is pledged as
                  security.
              
              
              8,542
              
              
              -Obligation
                  under capital lease to Alliance Funding in monthly payments of
                  $1,458
                  (CAD$1,699) including interest at 12.5%. Equipment is pledged as
                  security.
              
              
              23,827
              
              
              -Obligation
                  under capital lease to Ingram Bodkin Capital in monthly payments
                  of $626
                  (CAD$729) including interest at 12.5%. Equipment is pledged as
                  security.
              
              
              13,229
              
              
              -$
              582,885
              
              $
              -Less:
                  current portion
              
              
              (166,518
              )
              
              -$
              416,367
              
              $
              -
 
 Minimum
        lease payments on capital lease obligations are as follows:
 
 2007
              
              $
              210,0782008
              
              
              201,3292009
              
              
              228,9932010
              
              
              18,9722011
              
              
              5,689665,061Less
                  imputed interest
              
              
              (82,176
              )Lease
                  obligation
              
              
              582,885Less:  current
                  portion
              
              
              (166,518
              )$
              416,367
 
 F-20
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          15
 
 Note
                9
              Accounts
                  Payable and Accrued Liabilities
 
 2006
              
              2005Accounts
                  payable - trade
              
              $
              5,166,756
              
              $
              5,441,821Accrued
                  liabilities
              
              
              1,640,283
              
              
              735,295$
              6,807,039
              
              $
              6,177,116
  Note
                10
              Due
                  to Shareholders
 
 2006
              
              2005Note
                  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).
              
              $
              178,569
              
              $
              191,743178,569
              
              
              191,743Less:
                  current portion:
              
              
              (178,569
              )
              
              (159,254
              )$
              -
              
              $
              32,489
 
 The
        Company has failed to make payments under the terms of the note. During fiscal
        2005 and 2006 the Company only made partial payments to a former minority
        shareholder of mmwave. Future estimated repayments including principal and
        interest are as follows:
 
 2007
              
              $
              178,569$
              178,569
 
 Note
                11
              Capital
                  Structure
 
 Common
        Stock
 
 The
        Company is authorized to issue up to 100,000,000 common shares. As of December
        31, 2006, there were 29,527,918 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.
  F-20
 Wireless
            Age Communications, Inc.
 Notes
            to
            the Consolidated Financial Statements
 December
            31, 2006 and 2005
 ( Stated
            in US Dollars )
            - Page
            16
  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 2006 and
        2005:
 
 Number
                  of Shares to Purchase under Warrants
              
              Expiry
                  DateBalance,
                  December 31, 2004
              
              
              183,333
              
              
              Between
                  September 30, 2004 and October 15, 2006Exercised
              
              
              -Cancelled
              
              
              (33,333
              )Balance,
                  December 31, 2005
              
              
              150,000Issued
              
              
              15,014,286
              
              
              Between
                  August 2, 2007 and August 3, 2011Cancelled
              
              
              (150,000
              )Exercised
              
              
              -Balance,
                  December 31, 2006
              
              
              15,014,286
              
              
              Between
                  August 2, 2007 and August 3, 2011
 
 Warrants
        outstanding at December 31, 2006 are summarized as follows:
 
 Number
              
              Price
              
              Year
                  of Issue
              
              Vesting
                  Period
              
              Term14,286
              
              $
              0.14
              
              
              2006
              
              
              vested
              
              
              1
                  year7,500,000
              
              $
              0.125
              1
              
              2006
              
              
              vested
              
              
              5
                  years7,500,000
              
              $
              0.25
              1
              
              2006
              
              
              vested
              
              
              5
                  years
 
 1 Under
        the terms of a Preferred Stock Purchase Agreement (PSPA) entered into with
        Barron Partners LP on August 3, 2006, 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 B warrants due to the Company failing
        to
        attain minimum pre-tax earnings per share targets, as described in Note
        13.
  F-21
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          17
  Should
        all exercisable warrants as of December 31, 2006 be exercised, the total
        additional consideration available to the Company is approximately $2,814,500.
        A
        maximum of 15,014,286 common shares would be issued.
 
 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, 2006, there
        were 7,142,900 Series A convertible preferred shares.
 
 Each
        share of Series A Preferred Stock shall have a par value of $0.001 per
        share.
 
 No
        dividends shall be payable with respect to the Series A Preferred Stock.
        No
        dividends shall be payable with respect to the Common Stock while the Series
        A
        Preferred Stock is outstanding. The Common Stock shall not be redeemed while
        the
        Series A Preferred Stock is outstanding.
 
 The
        Series A Preferred Stock have no voting rights.
 
 Each
        share of Series A Preferred Stock shall be initially convertible into one
        (1)
        share of Common Stock at the option of the Holders, at any time.
 
 1588102
        Ontario Inc. Preferred Shares
 
 During
        2005, 1588102 Ontario Inc., a wholly owned subsidiary of the Company, issued
        4,500,000 preferred shares to a related party as part of an acquisition (note
        18). The
        preferred shares are exchangeable into 4,500,000 shares (plus any declared
        but
        unpaid dividends) of the Company’s common stock.
 
 Note
                12
              Impairment
                  Charges
 
 The
        Company recorded impairment charges of $2,967,556 ($2,723,219 recorded within
        continuing operations and $244,337 recorded in discontinued operations) and
        $5,130,334 during the years ended December 31, 2006 and 2005,
        respectively.
 
 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 year end. 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, 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 15). In addition, the Company recorded certain corporate
        impairment charges not associated with the restructuring.
  F-22
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          18
  The
        fiscal 2005 impairment charge reflected management’s annual analysis of the
        carrying value of goodwill and intangible assets which resulted in the write
        down of certain commercial segment intangible assets and goodwill.
 
 The
        fiscal 2006 impairment charges consisted of:
 
 2006mmwave
                  impairment charges:Incremental
                  bad debt provision
              
              $
              229,162Due
                  from related parties (Note 4)
              
              
              246,156Inventory
              
              
              354,161Work
                  in progress
              
              
              150,209Prepaid
                  expenses
              
              
              88,498Goodwill
                  (Note 7 and 18)
              
              
              1,226,174Capital
                  assets
              
              
              408,859Total
                  mmwave impairment charges
              
              $
              2,703,219Impairment
                  of carrying value of investment in Infinity(Note
                  6)
              
              
              20,000Total
                  impairment charges from continuing operations
              
              $
              2,723,219Wireless
                  Works impairment charges:Incremental
                  bad debt provisions
              
              
              29,545Inventory
              
              
              27,036Capital
                  assets
              
              
              187,756Total
                  impairment charges from discontinued operations
              
              $
              244,337Total
                  2006 impairment charges
              
              $
              2,967,556
 
 The
        fiscal 2005 impairment charges consisted of:
 
 2005Impairment
                  of:Commercial
                  segment goodwill
              
              $
              4,070,754Intangible
                  assets associated with Midland trade-name, Vertex Standard distribution
                  and supply agreements
              
              
              284,500iMobile
                  tradename, customer lists and relationships
              
              
              761,000Distribution
                  rights
              
              
              14,080Total
                  2005 impairment charges
              
              $
              5,130,334
  F-23
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          19
  Note
                13
              Dividend
                  Expense on Issuance of 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 is 7,142,900 zero coupon perpetual preferred
        shares
        initially convertible into 7,142,900 common shares. The face of value of
        $1,000,000 is initially convertible into common stock at $0.14 per share.
        The
        warrants are classified as A warrants which provide the right to acquire
        7,500,000 common shares at an initial exercise price of $0.25 per share and
        B
        warrants which provide the right to acquire 7,500,000 common shares at an
        initial exercise price of $0.50 per share. All warrants 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 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,
        will
        be adjusted downward if the Company does 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 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.
 
 F-24
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          20
  The
        fiscal 2006 dividend expense on issuance of preferred stock is summarized
        as
        follows:
 
 2006Recognition
                  of initial beneficial conversion feature
              
              $
              1,707,153Subsequent
                  recognition of beneficial conversion feature arising from resolution
                  of
                  contingency
              
              
              2,141,561Total
                  dividend expense on issuance of preferred stock
              
              $
              3,848,714
 
 Note
                14
              (Gain)
                  on Investments, Net
 
 2006
              
              2005Gain
                  on disposal of Midland International shares (Note 4)
              
              $
              (
                  48,600
              )
              $
              -Gain
                  on investment in RELM warrants
              
              $
              -
              
              $
              (
                  35,853
              )$
              (
                  48,600
              )
              $
              (
                  35,853
              )
 
 Note
                15
              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. Through this process the Company came to the
        conclusion that the Wireless Works business unit (component of the Commercial
        operating segment) was non-strategic in the long run, difficult to fund and
        placed the unit for sale. As of December 31, 2006, the operating results
        of the
        Wireless Works business unit have been classified as discontinued operations.
        The comparative figures for 2005 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. Management expects that other non-performing or marginal business
        operations will be disposed of, abandoned or wound down during fiscal
        2007.
 
 The
        summarized operating results for discontinued operations are as
        follows:
 
 2006
              
              2005Revenues
              
              $
              498,540
              
              $
              200,952Costs
                  and expenses
              
              
              1,905,673
              
              
              386,644Net
                  loss
              
              $
              (1,407,133
              )
              $
              (185,692
              )
 
 F-25
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          21
 
 Assets
        and liabilities of discontinued operations as at December 31, 2006 and 2005
        are
        summarized as follows:
 
 2006
              
              2005Receivables
              
              $
              114,714
              
              $
              125,426Inventory
              
              
              -
              
              
              27,092Prepaid
                  expenses
              
              
              4,520
              
              
              10,525119,234
              
              
              163,044Property,
                  plant and equipment
              
              
              228,741
              
              
              419,100Total
                  assets
              
              $
              347,975
              
              $
              582,144Bank
                  indebtedness
              
              $
              5,686
              
              $
              25,112Accounts
                  payable and accrued liabilities
              
              
              473,771
              
              
              233,198Deferred
                  revenue and customer deposits
              
              
              41,103
              
              
              42,134Current
                  portion of long term debt
              
              
              67,051
              
              
              -Total
                  liabilities
              
              $
              587,611
              
              $
              300,444
 
 At
        December 31, 2006, certain assets of discontinued operations were judged
        to be
        impaired and were written down. The Company recorded an additional reserve
        for
        doubtful accounts of $29,545, inventory of $27,036 was written down to $nil
        and
        capital assets were written down by $187,756 from $416,497 to $228,741. The
        write downs were classified within the above loss from discontinued operations
        and explained further in Note 12.
 
 F-26
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          22
 Cashflows
        of discontinued operations for the year
        ended December 31, 2006 and 2005 were as follows:
 
 2006
              
              2005Net
                  loss from discontinued operations
              
              $
              (1,407,133
              )
              $
              (185,692
              )Items
                  not involving cash:Impairment
                  charges
              
              
              244,337
              
              
              -Amortization
              
              
              177,431
              
              
              36,688Foreign
                  exchange losses
              
              
              16,136
              
              
              -Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (
                  13,409
              )
              
              (40,417
              )Inventory
              
              
              56
              
              
              (8,255
              )Prepaid
                  expenses
              
              
              6,005
              
              
              (10,525
              )Accounts
                  payable and accrued liabilities
              
              
              341,659
              
              
              213,061Deferred
                  revenues
              
              
              (
                  1,029
              )
              
              (22,845
              )Net
                  cash (used in) operating activities:
              
              
              (635,947
              )
              
              (17,986
              )Net
                  cash (used in) investing activities:
              
              
              (21,343
              )
              
              (411,358
              )Net
                  cash provided by financing activities:
              
              
              47,626
              
              
              7,609Net
                  decrease in cash from discontinued operations
              
              $
              (609,663
              )
              $
              (421,735
              )
 
 Note
                16
              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:
 
 2007
              
              $
              780,7622008
              
              
              742,4822009
              
              
              494,8282010
              
              
              342,7032011
              
              
              32,547$
              2,393,322
  F-27
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          23
 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
        (Note 22).
 
 Contingencies
 
 Litigation
 
 A
        former
        employee of mmwave Technologies Inc. filed a Writ of Summons in the Supreme
        Court of British Columbia on March 1, 2005 making a claim of wrongful dismissal
        in an indeterminate amount. On May 6, 2005 the Company filed a Statement
        of
        Defence and Counterclaim. On October 12, 2005 the Supreme Court of British
        Columbia issued a Notice of Trial for April 16, 2007. Management believes
        the
        suit is without merit and has not provided a reserve for this claim due to
        the
        uncertainty of the outcome and the inability to estimate the loss. The Company
        will recognize the loss when incurred, if any.
 
 The
        Company’s subsidiary mmwave has received several Statements of Claim from
        unsecured creditors seeking payment for outstanding amounts owed. Claim amounts
        have ranged between $42,903 and $454,735. All amounts are fully provided
        for in
        liabilities.
 
 The
        landlord of the Company’s office location at 6200 Tomken Road, Mississauga,
        Ontario, Canada has terminated the lease with mmwave. On February 15, 2007,
        the
        Company received a Notice of Default letter from the landlord of the 6200
        Tomken
        Road premises and on March 19, 2007 the landlord served a Statement of Claim
        on
        mmwave, Glenn Poulos and Gary Hokkanen. Glenn Poulos is a former director
        and
        officer of the Company and Gary Hokkanen is the Company’s Chief Financial
        Officer. In the case of mmwave the plaintiff’s claim totals CAD$1,320,936 and in
        the case of Glenn Poulos and Gary Hokkanen the claim is for CAD$1,000,000.
        Management believes the suit is without merit and has not provided a reserve
        for
        this claim due to the uncertainty of the outcome and the inability to estimate
        the loss. The Company will recognize the loss when incurred, if
        any.
 
 F-28
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          24
 
 Note
                17
              Income
                  Taxes
 
 The
        following table summarizes the significant components of the Company’s deferred
        tax assets:
 
 2006
              
              2005Deferred
                  Tax AssetsNon-capital
                  loss carryforward
              
              $
              2,071,000
              
              $
              668,000Property,
                  plant and equipment - temporary timing difference
              
              
              (79,000
              )
              
              (17,000
              )Gross
                  deferred tax assets
              
              
              1,992,000
              
              
              651,000Valuation
                  allowance for deferred tax asset
              
              
              (1,992,000
              )
              
              -Total
                  deferred tax asset
              
              $
              -
              
              $
              651,000Less:
                  current portion
              
              
              -
              
              
              (668,000
              )Long-term
                  portion of deferred tax asset
              
              $
              -
              
              $
              (
                  17,000
              )
 
 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 chosen to provide 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. At December 31, 2006 the Company has net
        operating loss carryforwards totalling approximately $4,900,000, the benefit
        of
        which has not been recorded in the financial statements.
  Reconciliation’s
        between the statutory federal income tax rate and the Company's effective
        income
        tax rate were as follows:
 Year
                    Ended December 31,
                
                
                2006Effective
                    income tax rate
                
                
                36
                %
 
 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.
 
 F-29
 Wireless
            Age Communications, Inc.
 Notes
            to
            the Consolidated Financial Statements
 December
            31, 2006 and 2005
 ( Stated
            in US Dollars )
            - Page
            25
 The
        reasons for these differences are as follows:
  Year
                Ended December 31,
              
              2006Expected
                  income tax provision
              
              
              (2,800,000
              )Non-deductible
                  impairment charges and dividend expense
              
              
              2,400,000Other
                  timing differences
              
              
              400,000Current
                  income tax provision
              
              
              -
 
 Note
                18
              Business
                  Acquisitions
 
 mmwave
        Technologies Inc.
 
 On
        March
        4, 2005, the Company acquired all of the issued and outstanding shares of
        mmwave
        Technologies Inc. (“mmwave”) in exchange for 4,500,000 shares of the Company’s
        common stock. The consolidated financial statements include the operating
        results of mmwave effective March 5, 2005.
 
 The
        total
        consideration for the acquisition was $1,628,100 representing the value of
        the
        4,500,000 common shares. The
        value
        of the common shares was determined based on a 33% discount off the closing
        share trading price on the date of acquisition.
 
 The
        business combination is accounted for using the purchase method. The fair
        value
        of the assets and liabilities acquired are as follows:
 
 Cash
              
              $
              256,050Current
                  assets
              
              
              2,174,396Property,
                  plant and equipment
              
              
              108,357Goodwill
              
              
              1,226,1743,764,977Current
                  liabilities
              
              
              2,136,877Net
                  assets acquired at fair values
              
              $
              1,628,100Total
                  consideration4,500,000
                  common shares
              
              $
              1,628,100
 
 The
        $1,226,174 of goodwill was assigned to the commercial segment. On December
        31,
        2006, the Company wrote off the goodwill due to impairment (Note
        12).
 
 Knowlton
        Pass Electronics Inc.
 
 On
        July
        31, 2005, the Company acquired all of the issued and outstanding shares of
        Knowlton Pass Electronics Inc. (“Knowlton Pass”) in exchange for 540,000 shares
        of the Company’s common stock. The consolidated financial statements include the
        operating results of Knowlton Pass effective August 1, 2005.
  F-30
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          26
 The
        total
        consideration for the acquisition was $215,730 representing the value of
        the
        540,000 common shares. The
        value
        of the common shares was determined based on a 15% discount off the closing
        share trading price on the date of acquisition.
 
 The
        business combination is accounted for using the purchase method. The fair
        value
        of the assets and liabilities acquired are as follows:
 
 Current
                  assets
              
              $
              103,846Property,
                  plant and equipment
              
              
              219,148Goodwill
              
              
              982,5111,305,505Current
                  liabilities
              
              
              1,089,775Net
                  assets acquired at fair values
              
              $
              215,730Total
                  consideration540,000
                  common shares
              
              $
              215,730
 
 The
        $982,511 of goodwill was assigned to the commercial segment. This goodwill
        was
        written off during fiscal 2005 (Note 7). During fiscal 2006 the Company placed
        the Knowlton Pass business unit for sale and accordingly has reflected its
        results as discontinued operations (Note 15).
 
 Wireless
        Age Communications Ltd.
 
 During
        2005 the Company acquired additional common shares of its operating subsidiary
        held by third parties representing an additional 5.7% of the issued common
        shares. As a result of these additions the Company increased its ownership
        position in Wireless Age Communications Ltd. to 99.7%. The aggregate
        purchase price was $141,888 representing 61,200 common shares and a cash
        payment
        of $100,000. The
        value
        of the shares was determined based on a 15% discount off the closing share
        trading price on the date of acquisition. The discount is intended to reflect
        the share trading restrictions placed on the stock.
 
 F-31
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          27
 The
        business combination is accounted for using the purchase method. The allocation
        of the purchase price was as follows:
 
 Minority
                  interest
              
              $
              23,915Goodwill
              
              
              117,973Net
                  assets acquired at fair values
              
              $
              141,888Total
                  consideration61,200
                  common shares
              
              $
              41,888Cash
              
              
              100,000$
              141,888
 
 The
        $117,973 of goodwill was assigned to the retail segment. The Company does
        not
        expect to deduct this amount for tax purposes.
 
 Note
                19
              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:
 
 2006
              
              2005Accounts
                  receivableCompany
                  X
              
              $
              782,624
              
              $
              624,615Company
                  Y
              
              
              421,469
              
              
              388,800$
              1,204,093
              
              $
              1,013,415RevenueCompany
                  X
              
              $
              6,372,549
              
              $
              4,783,581Company
                  Y
              
              
              2,752,706
              
              
              2,486,722$
              9,125,255
              
              $
              7,270,303
 
 Note
                20
              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.
  F-32
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          28
  The
          following table shows revenues, profit or loss and identifiable assets
          by
          operating segment:
 
 2006
              
              2005RevenuesRetail
                  - sale of tangible products
              
              $
              10,418,257
              
              $
              8,213,074Retail
                  - activation commissions and residual payments
              
              
              3,457,384
              
              
              3,119,622Commercial
                  - sale of tangible products
              
              
              19,084,530
              
              
              12,001,451Commercial
                  - activation commissions and residual payments
              
              
              632,676
              
              
              690,712Consolidated
                  revenues
              
              $
              33,592,847
              
              $
              24,024,859
 
 Profit
                  or LossRetail
              
              $
              1,613,783
              
              $
              1,050,631Commercial
                  (including impairment charges)
              
              
              (4,362,660
              )
              
              (4,387,405
              )Unallocated
                  amounts:Corporate
                  costs
              
              
              (5,771,255
              )
              
              (1,117,428
              )Loss
                  from discontinued operations (Note 15)
              
              
              (1,407,133
              )
              
              (185,692
              )Consolidated
                  loss
              
              $
              (9,927,265
              )
              $
              (4,639,894
              )AssetsRetail
              
              $
              4,898,489
              
              $
              3,482,920Commercial
              
              
              2,466,105
              
              
              3,100,816Intangible
                  assets and goodwill - retail
              
              
              443,776
              
              
              480,652Intangible
                  assets and goodwill - commercial
              
              
              -
              
              
              1,226,174Unallocated
                  corporate assets
              
              
              51,786
              
              
              1,199,686Assets
                  of discontinued operations held for sale
              
              
              347,975
              
              
              582,144Consolidated
                  assets
              
              $
              8,208,131
              
              $
              10,072,392
 
 Note
                21
              New
                  Accounting Standards
 
 In
        February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
        Financial Instruments.” which amends SFAS No. 133 and SFAS No. 140. SFAS No. 155
        permits hybrid financial instruments that contain an embedded derivative
        that
        would otherwise require bifurcation to irrevocably be accounted for at fair
        value, with changes in fair value recognized in the statement of income.
        The
        fair value election may be applied on an instrument-by-instrument basis.
        SFAS
        No. 155 also eliminates a restriction on the passive derivative instruments
        that
        a qualifying special purpose entity may hold. SFAS No. 155 is effective for
        those financial instruments acquired or issued after December 1, 2006. At
        adoption, any difference between the total carrying amount of the individual
        components of the existing bifurcated hybrid financial instrument and the
        fair
        value of the combined hybrid financial instrument will be recognized as a
        cumulative-effect adjustment to beginning retained earnings. The Company
        does
        not expect the new standard to have any material impact on our financial
        position and results of operations.
  F-33
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          29
  In
          March
          2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
          Assets, an amendment of FASB Statement No. 140.” SFAS No. 156 requires all
          separately recognized servicing assets and servicing liabilities to be
          initially
          measured at fair value, if practicable. The standard permits an entity
          to
          subsequently measure each class of servicing assets or servicing liabilities
          at
          fair value and report changes in fair value in the statement of income
          in the
          period in which the changes occur. SFAS No. 156 is effective for the Company
          as
          of December 1, 2006. The Company does not expect the new standard to have
          any
          material impact on our financial position and results of
          operations.
 
 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. We are currently evaluating the impact of adopting
        FIN 48 on our financial statements.
 
 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. The 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 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 be material to the Company’s financial statements.
  F-34
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          30
  Note
                  22
                Subsequent
                    Events
 
 In
        connection with the restructuring described below the Company  plans on
        operating its retail segment, which had a profit as described in Note 20
        of
        $1,613,783 in the previous year, or to effect a profitable sale of this segment
        (Note1).
  mmwave
        Restructuring and Default Notices
 
 Due
        to
        continued deterioration of the financial operating results of the Company’s
        wholly owned subsidiary mmwave, management began a restructuring of the business
        unit. Substantially all of mmwave’s employees were terminated effective February
        1, 2007 and several office locations were closed. The restructuring resulted
        in
        several of the Company’s assets being determined to be impaired (Note 12). On
        March 19, 2007, the Company received a Statement of Claim from the landlord
        of
        the 6200 Tomken Road premises. On February 26, 2007, the Company received
        a
        notice of default letter from the secured lender of mmwave, pursuant to which
        the Company agreed to repay the indebtedness to the lender in full prior
        to
        March 23, 2007. The Company subsequently failed to meet the repayment
        deadline.
 
 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.
 
 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 Technologies Inc.
        (“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 (Note 16). 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 (Note
        16). With his resignation as an officer of the Company he became an independent
        non-executive member of the Board of Directors.
  F-35
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          31
  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. The fair value of replacement
          warrants issued in February 2007 was $190,000 and Company reflected this
          as an
          expense and accrued liability on December 31, 2006.
 
 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 (such note to be calculated based on
        final
        Knowlton Pass February balance sheet) 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 totalling
        approximately $342,000 over a period of two years and 8 months).
 
 Letter
        of
        Intent to Sell Wireless Age Communications Ltd. and Wireless Source Distribution
        Ltd.
 
 On
        February 27, 2007, the Company entered into a binding Letter of Intent with
        Newlook Industries Corp., to sell 99.7% of the issued and outstanding common
        shares of Wireless Age Communications, Ltd., and 100% of the issued and
        outstanding commons shares of Wireless Source Distribution Ltd.
 
 Notice
        of
        Material Breach - Nokia Products Ltd.
 
 On
        March
        16, 2007, Nokia Products Limited issued a Notice of Material Breach to the
        Company’s subsidiary mmwave, citing that the Company failed to progress work in
        accordance with the terms and conditions of its subcontract with Nokia. The
        Company has 30 days to remedy the alleged breach or the subcontract will
        be
        terminated.
 
 Note
                23
              Proforma
                  Information
 
 The
        Company's historical statements of operations include the results of mmwave
        and
        Knowlton Pass subsequent to the acquisition dates of March 4, 2005 and July
        31,
        2005, respectively. The Company has classified the operations of Knowlton
        Pass
        as discontinued operations and the mmwave operations are subject to a
        restructuring arrangement the result of which is that the Company has recorded
        impairment charges to certain of the mmWave assets. Management believes that
        for
        these reasons the results of Knowlton Pass and mmWave will not be indicative
        of
        future operating results. Therefore the Company has not prepared proforma
        information as if the acquisitions would have occurred effective January
        1,
        2005.
  F-36
 Wireless
          Age Communications, Inc.
 Notes
          to
          the Consolidated Financial Statements
 December
          31, 2006 and 2005
 ( Stated
          in US Dollars )
          - Page
          32
  Note
                  24
                Comparatives
 
 The
        financial statements have been reclassified, where applicable, to conform
        to the
        presentation used in the current year. The changes do not affect prior year
        earnings.
  F-37





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





None





**Item
      8A. Controls and Procedures**





We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our chief executive officer and our principal
      financial officer, of the effectiveness of our disclosure controls and
      procedures as of December 31, 2006. Based on that evaluation, our chief
      executive officer and our principal financial officer concluded that our
      disclosure controls and procedures are effective as of the end of the period
      covered by this report to ensure that information required to be disclosed
      by us
      in reports that we file or submit under the Exchange Act, as amended, is
      recorded, processed, summarized and reported within the time periods specified
      in SEC rules and forms.





**Internal
      Control Over Financial Reporting**





During
      the fiscal quarter ended December 31, 2006, there has been no change in our
      internal control over financial reporting that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.





**Item
      8B. Other Information**




24


**PART
      III**





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





Information
      required by this Item will be set forth in either (i) the Company’s definitive
      proxy statement for the 2007 Annual Meeting of Stockholders, or (ii) an
      amendment to this Report on Form 10-KSB/A, which in either case will be filed
      with the Securities and Exchange Commission not later than 120 days after
      December 31, 2006, and which information is incorporated herein by
      reference.





**Item
      10. Executive Compensation.**





Information
      required by this Item will be set forth in either (i) the Company’s definitive
      proxy statement for the 2007 Annual Meeting of Stockholders, or (ii) an
      amendment to this Report on Form 10-KSB/A, which in either case will be filed
      with the Securities and Exchange Commission not later than 120 days after
      December 31, 2006, and which information is incorporated herein by
      reference.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Shareholder Matters.**





Information
      required by this Item will be set forth in either (i) the Company’s definitive
      proxy statement for the 2007 Annual Meeting of Stockholders, or (ii) an
      amendment to this Report on Form 10-KSB/A, which in either case will be filed
      with the Securities and Exchange Commission not later than 120 days after
      December 31, 2006, and which information is incorporated herein by
      reference.




**Item
      12. Certain Relationships and Related Transactions, and Director
      Independece.**





Information
      required by this Item will be set forth in either (i) the Company’s definitive
      proxy statement for the 2007 Annual Meeting of Stockholders, or (ii) an
      amendment to this Report on Form 10-KSB/A, which in either case will be filed
      with the Securities and Exchange Commission not later than 120 days after
      December 31, 2006, and which information is incorporated herein by
      reference.




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





Exhibit
                  No.
              
              DescriptionExhibit
                  3.1
              
              Certificate
                    of incorporation, as amended to date, incorporated by reference
                    to the
                    exhibits of theCompany'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
              
              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 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 Commission on
                  November
                  14, 2002.
  25
  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 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 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 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 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 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
                  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 Commission on
                  January
                  15, 2004.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
                    Minichielloincorporated by reference to exhibit 10.10 of the
                    Company's Form 10-QSB filed with the 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 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
                  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 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 Commission on November
                  15,
                  2004.
  26
  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 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 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
                  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
                  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 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 Commission on February 8,
                  2005.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 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 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 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
                  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 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 Commission on March 10,
                  2005.
  27
  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 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 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
                  Form 10-KSB filed with the 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
                  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 Commission on August 4,
                  2005.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 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 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 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’s Form 10-KSB filed with the Commission on March 30,
                  2006.Exhibit
                  10.38
              
              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
                  10.39
              
              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
                  10.40
              
              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
                  10.41
              
              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
                  21
              
              Subsidiaries
                  of the Company.
  28
  Exhibit
                  31.1
              
              Section
                  302 Certification of the Chief Executive OfficerExhibit
                  31.2
              
              Section
                  302 Certification of the Chief Financial OfficerExhibit
                  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.





29




**Item
      14. Principal Accountant Fees and Services.**





Information
      required by this Item will be set forth in either (i) the Company’s definitive
      proxy statement for the 2007 Annual Meeting of Stockholders, or (ii) an
      amendment to this Report on Form 10-KSB/A, which in either case will be filed
      with the Securities and Exchange Commission not later than 120 days after
      December 31, 2006, and which information is incorporated herein by
      reference.




30





**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 individual.




Date:
      April 2, 2007


WIRELESS
                AGE COMMUNICATIONS, INC.By:
            /s/
                John G. Simmonds**John
                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
            
            
            
            April
                2, 2007John
                G. Simmonds
            
            CEO,
                Director and Chairman of the Board (principal executive
                officer)/s/
                Bradley J. Poulos
            
            
            
            April
                2, 2007Bradley
                J. Poulos
            
            Director/s/
                Brian Usher-Jones
            
            
            
            April
                2, 2007Brian
                  Usher-Jones
            
            Director/s/
                Stephen Dulmage
            
            
            
            April
                2, 2007Stephen
                Dulmange
            
            Director/s/
                Carrie J. Weiler
            
            
            
            April
                2, 2007Carrie
                J. Weiler
            
            Corporate
                Secretary, Director/s/
                Gary N. Hokkanen
            
            
            
            April
                2, 2007Gary
                N. Hokkanen
            
            CFO
              (principal
                accounting officer)




31