**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-KSB/A**


**(Amendment
      No. 1)**





x
            **Annual
                Report under Section 13 or 15(d) of the Securities Exchange Act of
                1934**


For
      the
      fiscal year ended December 31, 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.)**1075
                Meyerside Dr., Unit 7**
              **Mississauga,
                Ontario, Canada, L5T 1M3**
              (Address
                of Principal Executive Offices)
            **905-564-6500**
              (Issuer’s
                Telephone No., including area code)**1408
                Broad Street**
              **Regina,
                Saskatchewan, Canada, S4R 1Y8**
              (Former
                address of Principal Executive Offices)
            **306-535-7444**
              (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 ( )





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





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





The
      issuer’s revenues for the fiscal year ended December 31, 2006 were
      $33,592,847.





Based
      on
      the closing price on April 19, 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
      April 30, 2007, the number of shares outstanding of the registrant’s Common
      Stock was 32,477,918 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




**Explanatory
      Note:** This
      amendment on Form 10-KSB/A to the Annual Report on Form 10-KSB of Wireless
      Age
      Communications, Inc. (referred to herein as “we,” “us” or the “Company”) for the
      fiscal year ended December 31, 2006 (the “Original Filing”), which was filed
      with the Securities and Exchange Commission (“SEC”) on April 2, 2007, is being
      filed to amend Part III, to include the information contained
      herein.


-2-




**PART
      III**





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





**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 Steven 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.





**2007
      Officer and Director Transitions**





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





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





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





**Name**
            
            **Age**
            
            **Position**John
                G. Simmonds
            
            57
            
            Chairman
                of the BoardBradley
                J. Poulos
            
            47
            
            DirectorSteven
                Dulmage
            
            63
            
            DirectorBrian
                Usher-Jones
            
            60
            
            DirectorCarrie
                J. Weiler
            
            48
            
            Director





**Biographical
      Information Regarding Directors**





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


-3-


Mr.
      Simmonds has also been involved with several other companies. Mr. Simmonds
      served as Chief Executive Officer, Chairman and Director of Phantom Fiber
      Corporation (OTCBB: PHMF), formerly Pivotal Self-Service Technologies, Inc.
      and
      resigned in June of 2004.





**Bradley
      J. Poulos, Director.** Mr.
      Poulos served as the President of the Company’s subsidiary mmwave Technologies
      Inc. from 1998 to 2005. He was appointed as a director of the Company on March
      4, 2005 and was appointed CEO of the Company on September 12, 2005. Mr. Poulos
      became Chairman of the Company’s Board of Directors on April 17, 2006. On
      February 4, 2007 Mr. Poulos resigned as President and CEO and on February 19,
      2007 resigned as Chairman of the Board. Mr. Poulos has 20 years experience
      in
      the telecommunications industry, including 15 years at Telesat Canada, where
      he
      held progressively senior positions in both technical and marketing roles.
      At
      the time of his departure to join mmwave, he was responsible for sales and
      marketing for Telesat's voice and data business. He has extensive experience
      in
      the operation, design and building of wireless networks of all kinds. Mr. Poulos
      earned an Electronics Engineering Technologist Diploma (DeVry) in 1983 and
      a
      Master of Business Administration from the Ivey School of Business (University
      of Western Ontario) in 1996.





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




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





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


-4-




**Board
      and Committee Meetings**





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





The
      Board
      held seven meetings during the 2006 fiscal year. No director attended less
      than
      100% of the Board meetings while serving as such director, or less than 100%
      of
      all committee meetings on which he or she served as a committee member.





The
      audit
      and compensation committees are the standing committees of the Board. The fiscal
      year 2006 and 2007 committees are comprised as follows:




**2006
                  Audit Committee**
              **2006
                  Compensation Committee**Brian
                  Usher-Jones (Chairman)
              Steven
                  Dulmage (Chairman)Steven
                  Dulmage
              Brian
                  Usher-JonesDavid
                  Valliere
              David
                  ValliereThe
                  current committees are comprised as follows:**2007
                  Audit Committee**
              **2007
                  Compensation Committee**Brian
                  Usher-Jones (Chairman)
              Steven
                  Dulmage (Chairman)Steven
                  Dulmage
              Brian
                  Usher-Jones




Mr.
      Valliere resigned as a committee member of the audit committee and compensation
      committee effective February 13, 2007 when he resigned as a director.




The
      audit
      committee of the Board (the “Audit Committee”) held four meetings during fiscal
      2006. The Audit Committee’s duties include recommending the Company’s
      independent auditors, reviewing the Company’s financial statements, reviewing
      any reports or recommendations regarding the adequacy of internal accounting
      controls made by the independent auditors, and considering such other matters
      with respect to the accounting, auditing and financial reporting procedures
      as
      it may deem appropriate or as may be brought to its attention.





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





The
      compensation committee of the Board (the “Compensation Committee”) held one
      meeting during the 2006 fiscal year. The Compensation Committee is responsible
      for allocating cash compensation and stock options to senior executive officers
      of the Company.





**Board
      of Directors Independence**





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


-5-




management
      present, and are scheduled to do so at least two times per year. The Board
      has
      designated Mr. Usher-Jones as the presiding director for these meetings.




**Shareholder
      Communications**




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




**Report
      of Audit Committee of the Board of Directors**




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




·
            reviewing
                and discussing the audited financial statements with
                management;




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




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




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




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





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





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





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


-6-


the
      designation or identification of a person as an audit committee financial expert
      affect the duties, obligations or liability of any other member of the audit
      committee or Board.





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





**Review
      of Audited Financial Statements**





The
      Audit
      Committee has reviewed the Company’s financial statements for the fiscal year
      ended December 31, 2006, as audited by Mintz & Partners, the Company’s
      independent auditors, and has discussed these financial statements with
      management. In addition, the Audit Committee has discussed with Mintz &
Partners the matters required to be discussed by Statement of Auditing
      Standards No. 61, as amended, regarding the codification of statements
      on auditing standards. Furthermore, the Audit Committee has received the written
      disclosures and the letter from Mintz & Partners required by the


Independence
      Standards Board Standard No. 1 and has discussed with Mintz & Partners
      its independence.


In
      reliance on the reviews and discussions referred to above, the Audit Committee
      recommended to the Board that the audited financial statements for the fiscal
      year ended December 31, 2006 be included in the Company’s Annual Report on
      Form 10-KSB, for filing with the Securities and Exchange Commission.





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





AUDIT
      COMMITTEE




Brian
      Usher-Jones


Steven
      Dulmage


-7-




**Executive
      Officers**





The
      following table presents information with respect to our executive officers,
      as
      of April 30, 2007.





**Name**
            
            **Age**
            
            **Position**John
                G. Simmonds
            
            57
            
            Chief
                Executive Officer and PresidentGary
                N. Hokkanen
            
            51
            
            Chief
                Financial OfficerCarrie
                J. Weiler
            
            48
            
            Corporate
                Secretary





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





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





**Gary
      N. Hokkanen, Chief Financial Officer.** Mr.
      Hokkanen has served as the Company's CFO since May 29, 2003. Mr. Hokkanen is
      an
      executive level financial manager with over 9 years experience in public company
      financial management. Mr. Hokkanen holds a Bachelor of Arts degree from the
      University of Toronto and is a CMA (Certified Management Accountant) and a
      member of the Society of Management Accountants, Ontario. From January 2001
      to
      April 2003 Mr. Hokkanen was CFO of IRMG Inc., a Toronto based financial
      management consulting firm. Mr. Hokkanen served as CFO of Simmonds Capital
      Limited from July 1998 to January 2001 and served as CFO of Trackpower Inc.
      from
      February 1998 to June 2001. In May of 2005 Mr. Hokkanen was reappointed CFO
      of
      Trackpower Inc. and resigned in August 2006. For the period April 1996 to July
      1998, Mr. Hokkanen served as Treasurer of Simmonds Capital Limited. On October
      15, 2004 Mr. Hokkanen was appointed CFO of Midland International Corporation
      and
      resigned in July 2006. ****





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





Section 16(a)
      of the Securities Exchange Act of 1934, as amended, requires the Company’s
      directors and executive officers, as well as persons beneficially owning more
      than 10% of the outstanding Common Stock, to file certain reports of ownership
      with the Securities and Exchange Commission within specified time periods.
      Such
      officers, directors and shareholders are also required by Securities and
      Exchange Commission rules to furnish the Company with copies of all
      Section 16(a) forms they file. Based solely on its review of such forms,
      all requirements received by the Company, or written representations from
      certain reporting persons, the Company believes that between January 1, 2006
      and
      December 31, 2006, all Section 16(a) filing requirements applicable to its
      officers, directors and 10% shareholders were met, with the exception of Form
      5
      filings for Mr. David Valliere and Mr. Glenn Poulos.





**Code
      of Ethics**





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





You
      can
      obtain copies of our current committee charters and Code of Ethics by writing
      to
      our Corporate Secretary at 1075 Meyerside Dr., Unit 7, Mississauga, Ontario,
      Canada, L5T 1M3, who shall provide copies without charge to any
      person.




**Item
              10.**
            **Executive
                Compensation.**





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


-8-




**Summary
      Compensation Table**





**Annual
                Compensation****Name
                and Principal Position**
            **Fiscal
                Year Ended Dec 31,**
            **Salary**
              **($)**
            **Bonus**
              **($)**
            **Stock
                Awards ($)**
            **Options
                Awards ($)**
            **Non-Equity**
              **Incentive
                Plan Compensation**
              **($)**
            **Non-Qualified
                Deferred Compensation Earnings ($)**
            **All
                Other Compensation**
              **($)**
            **Total**
              **($)**Bradley
                J. Poulos Chief Executive Officer (1)
            2006
              2005
              2004
            $161,537
              $152,098
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            $16,106
              $14,862
              -----------
            $177,643
              $166,960
              -----------John
                G. Simmonds Chief Executive Officer (2)
            2006
              2005
              2004
            ----------
              $272,750
              $267,425
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            $14,000
              $7,442
              $5,000
            $14,000
              $280,192
              $272,425Gary
                N. Hokkanen
              Chief
                Financial Officer (3)
            2006
              2005
              2004
            $143,285
              $141,604
              $112,708
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            $8,318
              $4,362
              ----------
            $151,603
              $145,966
              $112,708Carrie
                J. Weiler
              Corporate
                Secretary (4)
            2006
              2005
              2004
            $60,451
              $101,568
              $100,284
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              $7,442
              ----------
            $60,451
              $109,010
              $100,284Allen
                G. Cowie
              President,
                Retail Operations (5)
            2006
              2005
              2004
            $132,471
              $67,877
              $63,418
            $51,327
              $91,055
              $46,403
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            $12,212
              ----------
              ----------
            $196,010
              $158,932
              $109,821David
                MacKinnon
              Chief
                Technology Officer (6)
            2006
              2005
              2004
            $133,189
              $119,690
              -----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            ----------
              ----------
              ----------
            $3,876
              $3,973
              ----------
            $137,065
              $123,663
              -----------





(1)
            Mr.
                Poulos was appointed the Company’s President on March 4, 2005, in
                connection with the acquisition of mmwave Technologies Inc. On September
                12, 2005 the Board of Directors appointed Mr. Poulos as President
                and CEO
                on September 12, 2005. Mr. Poulos resigned as CEO on February 4,
                2007.
                Other annual compensation is comprised of automobile allowances.
                2005 all
                other compensation consisted of directors’ fees paid to Mr. Poulos by
                mmwave Technologies Inc. prior to the acquisition by the Company.
                Mr.
                Poulos agreed to reduce his compensation from CAD$200,000 per annum
                (approximately US$176,000) to CAD$150,000 (approximately US$132,000),
                representing a 25% reduction, for the period September 1, 2006 to
                December
                31, 2006.





(2)
            Mr.
                Simmonds joined the Company in March 2003, served as CEO until September
                12, 2005 and as Chairman of the Board and a director until April
                17, 2006.
                Mr. Simmonds resigned as a director on April 17, 2006. Mr. Simmonds
                was
                reappointed to the Board of Directors on February 4, 2007 and as
                appointed
                CEO as of the same date. On February 19, 2007, Mr. Simmonds was elected
                Chairman of the Board of Directors. Mr. Simmonds was compensated
                through a
                management services agreement between the Company and Simmonds Mercantile
                & Management Inc. (“SMMI”) pursuant to which the Company was obligated
                to pay SMMI $35,000 per month for the executive management services
                of Mr.
                Simmonds, as CEO, Mr. Hokkanen as CFO and Ms. Weiler as Corporate
                Secretary. The salary for 2005 represented amounts paid by SMMI to
                Mr.
                Simmonds directly. Other annual compensation primarily includes an
                automobile allowance paid to Mr. Simmonds by SMMI. On September 30,
                2005
                the SMMI management services agreement was terminated by the Company.
                During fiscal 2006, other than directors fees in the amount of $14,000
                did
                not receive compensation from the
                Company.





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


-9-


Hokkanen
      agreed to reduce his compensation from CAD$175,000 per annum (approximately
      US$154,000) to CAD$140,000 (approximately US$123,000), representing a 20%
      reduction, for the period August 16, 2006 to December 31, 2006.





(4)
            Ms.
                Weiler joined the Company as Corporate Secretary on May 29, 2003.
                Ms
                Weiler was compensated through the SMMI management services agreement
                up
                to and including September 30, 2005. Salary amounts disclosed include
                a
                salary paid by SMMI to Ms. Weiler prior to September 30, 2005. Effective
                October 1, 2005 Ms. Weiler contracted directly with the Company for
                part
                time services. Other annual compensation paid to Ms. Weiler primarily
                includes an automobile allowance. Ms. Weiler agreed to reduce her
                monthly
                consulting fee from $5,350 to $4,548 per month, representing a 15%
                reduction, for the months of September 2006 through December 2006.
                Effective March 1, 2007, Ms. Weiler’s compensation was increased to
                approximately $7,040 (CAD$8,000) per
                month.





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





(6)
            Mr.
                MacKinnon joined the Company as Chief Technology Officer on August
                1,
                2005, through the acquisition of Knowlton Pass Electronics Inc. During
                fiscal 2005 Mr. MacKinnon’s salary includes remuneration paid to him from
                January 1, 2005 to July 31, 2005 in his capacity as President of
                Knowlton
                Pass and from August 1, 2005 to December 31, 2005 as CTO of the Company.
                Mr. MacKinnon received $3,973 other annual compensation consisting
                primarily of an automobile allowance. Mr. MacKinnon employment was
                terminated on September 30, 2006.





-10-




**Option
      Grants in 2006 Fiscal Year**





The
      Company made no option grants in 2006.





**Outstanding
      Equity Awards at the End of Fiscal 2006**





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





-11-




**Compensation
      of Directors**





**Director
                Compensation****Name
                and Principal Position**
            **Fees
                Earned or Paid in Cash**
              **($)**
            **Stock
                Awards ($)**
            **Options
                Awards ($)**
            **Non-Equity
                Incentive Plan Compensation**
              **($)**
            **Non-Qualified
                Deferred Compensation Earnings ($)**
            **All
                Other Compensation**
              **($)**
            **Total**
              **($)**John
                G. Simmonds, Chairman (1)
            $8,000
            ----------
            ----------
            ----------
            ----------
            ----------
            $8,000Bradley
                J. Poulos, Director (2)
            -----------
            ----------
            ----------
            ----------
            ----------
            ----------
            -----------Steven
                Dulmage, Director
            $25,500
            ----------
            ----------
            ----------
            ----------
            ----------
            $25,500Brian
                Usher-Jones, Director
            $25,500
            ----------
            ----------
            ----------
            ----------
            ----------
            $25,500Carrie
                J. Weiler, Director (3)
            -----------
            ----------
            ----------
            ----------
            ----------
            ----------
            -----------David
                Valliere, Director (4)
            $7,000
            ----------
            ----------
            ----------
            ----------
            ----------
            $7,000Glenn
                Poulos, Director (5)
            -----------
            ----------
            ----------
            ----------
            ----------
            ----------
            -----------Kenneth
                Adelberg, Director (6)
            $6,000
            ----------
            ----------
            ----------
            ----------
            ----------
            $6,000





(1)
            Mr.
                Simmonds resigned as a director on April 17, 2006 and was reappointed
                on
                February 4, 2007. On February 19, 2007 Mr. Simmonds was appointed
                Chairman
                of the Board.


(2)
            Mr.
                Brad Poulos was appointed Chairman of the Board on April 17, 2006
                and
                resigned as Chairman on February 19,
                2007.


(3)
            Ms.
                Weiler was appointed a director on February 4,
                2007.


(4)
            Mr.
                Valliere was appointed a director on August 24, 2006 and resigned
                on
                February 13, 2007.


(5)
            Mr.
                Glenn Poulos was appointed a director on August 24, 2006 and resigned
                on
                February 13, 2007.


(6)
            Mr.
                Adelberg resigned as a director on April 17,
                2006.





**Fees**





The
      following fees were paid to directors who were not employees of the Company
      during fiscal 2006. During 2006, all directors received fees for services
      rendered on the Board. Directors who are full-time employees of the Company
      receive no additional compensation for serving as directors. Board members
      also
      are reimbursed for all expenses associated with attending Board or Committee
      meetings. Non-employee directors are paid a $20,000 retainer per annum and
      meeting fees as follows:





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


**Compensation
      Committee Interlocks**





During
      the fiscal year 2006, the Compensation Committee consisted of Messrs.
      Usher-Jones, Dulmage and Valliere. Mr. Valliere was appointed a committee member
      on August 24, 2006 and effectively resigned as a committee member due to his
      resignation from the Board of Directors on February 19, 2007.





**Employment
      Arrangements**





In
      connection with the appointment of Mr. Brad Poulos as President of Wireless
      Age,
      the Company entered into an employment agreement with Mr. Poulos on March 4,
      2005 (the "Poulos Employment Agreement"). On February 20, 2006, the Company
      renegotiated certain provisions of the employment agreement
      when


-12-


Mr.
      Poulos was appointed CEO. Under the terms of the amended Poulos Employment
      Agreement, Mr. Poulos was to serve as CEO of Wireless Age at a base annual
      salary of CAD $200,000 (approximately US$176,000). Mr. Poulos was also eligible
      for a short term bonus equal to 50% of his base annual salary if he achieved
      certain performance milestones. In addition, Mr. Poulos was eligible for long
      term bonus of 333,333 shares of the Company to be issued on July 4, 2006, March
      4, 2007 and March 4, 2008 (for a total of 1,000,000 shares in total) if he
      achieved certain additional milestones. Mr. Poulos was to be granted three
      weeks
      of vacation and will be eligible for employee benefit plans offered to other
      Company personnel. The Company agreed to provide a company vehicle. Mr. Poulos
      agreed to the Company's customary provisions for loyalty, confidentiality and
      ownership of intellectual property. In July 2006, the Board of Directors agreed
      to accelerate the long term stock bonus provisions of the amended Poulos
      Employment Agreement and he was issued 900,000 shares of the Company’s common
      stock as a special bonus for attaining a contract with a global
      telecommunications manufacturer. Mr. Poulos directed the Company to issue
      100,000 of his 1,000,000 share bonus to Mr. Hokkanen the Company’s CFO for his
      participation in obtaining the contract. On February 19, 2007, Mr. Poulos
      entered into an agreement with the Company whereby he agreed to resign as CEO
      and agreed to return the stock bonus he received in 2006. In exchange for his
      resignation the Company agreed to: 1) pay a severance of approximately
      CAD$400,000 (approximately US$352,000) over a 3 year period, and
      2) issue warrants to purchase 900,000 shares of the Company’s common stock
      at any time over the next 3 years at $0.15 per share.





On
      December 30, 2005, the Company, entered into an Employment Agreement with Mr.
      Gary Hokkanen as CFO, effective October 1, 2005 (the “Hokkanen Employment
      Agreement”). Mr. Hokkanen has served as the Company’s Chief Financial Officer
      since May of 2003. Under the terms of the Hokkanen Employment Agreement, Mr.
      Hokkanen will receive annual compensation of CAD$175,000 (approximately
      US$154,000). Mr. Hokkanen is also to receive an annual bonus of CAD$50,000
      (approximately US$44,000) based on a yet to be determined annual criteria.
      Mr.
      Hokkanen will receive 3 weeks vacation, will be provided an automobile and
      will
      be eligible for employee benefit plans offered to other Company personnel.
      Mr.
      Hokkanen has agreed to the Company's customary provisions for loyalty,
      confidentiality and ownership of intellectual property. If the Company
      terminates the employment of Mr. Hokkanen prior to the statutory notice period
      required under the laws of Ontario, the Company shall pay Mr. Hokkanen 200%
      of
      his annual base salary. The Company will have the right at any time to terminate
      Mr. Hokkanen for just cause without having to make such payments if Mr. Hokkanen
      is terminated for just cause or if Mr. Hokkanen voluntarily resigns or otherwise
      voluntarily terminates his agreement with the Company. The Company will continue
      health and ancillary benefit coverage for a period of 24 months following the
      termination of his employment. In July 2006, the Board of Directors agreed
      to
      issue a special bonus of 100,000 shares of the Company’s common stock to Mr.
      Hokkanen for his participation in obtaining a contract with a global
      telecommunications manufacturer. On February 19, 2007, Mr. Hokkanen agreed
      to
      return the 2006 stock bonus in exchange for the issuance of warrants to purchase
      100,000 shares of the Company’s common stock at any time over the next 3 years
      at $0.15 per share.





On
      August
      1, 2005, the Company, entered into an Employment Agreement with Mr. David
      MacKinnon as Chief Technology Officer (the “MacKinnon Employment Agreement”).
      Under the terms of the MacKinnon Employment Agreement, Mr. MacKinnon was to
      receive annual compensation of CAD$150,000 (approximately US$132,000). Mr.
      MacKinnon was also to receive an annual bonus of CAD$50,000 (approximately
      US$44,000) based on certain performance targets. Mr. MacKinnon was eligible
      to
      earn 212,500 shares of the Company’s common stock on the first and second
      anniversaries of the MacKinnon Employment Agreement, subject to achieving
      certain performance criteria. Mr. MacKinnon was be granted three weeks of
      vacation and will be eligible for employee benefit plans offered to other
      Company personnel. The Company agreed to provide a car allowance of CAD$1,200
      (approximately US$1,056) per month. Mr. MacKinnon agreed to the Company's
      customary provisions for loyalty, confidentiality and ownership of intellectual
      property. On September 30, 2006, the Company terminated the employment of Mr.
      MacKinnon and invoked the termination provisions pursuant to which the Company
      agreed pay Mr. MacKinnon 266%% of his annual base salary over a period of 32
      months. The terms of the stock bonus had not been met and therefore no shares
      were issued upon termination. Effective March 1, 2007, Mr. MacKinnon agreed
      to
      acquire all of the issued and outstanding shares of the Company’s wholly owned
      subsidiary Knowlton Pass Electronics Inc. in exchange for the forgiveness of
      the


-13-


Company’s
      severance obligations to Mr. MacKinnon and a 5 year 8% promissory note. The
      amount of such note to be calculated from the final February 28, 2007 Knowlton
      Pass Electronics Inc. balance sheet.





On
      October 1, 2005, the Company entered into a consulting agreement with Medallion
      Corporation, an entity solely owned by Ms. Carrie Weiler, to obtain the part
      time corporate secretarial services of Ms. Weiler for a monthly fee of $5,350.
      The contract expired on September 30, 2006 but was revised to approximately
      $7,040 (CAD$8,000) per month effective March 1, 2007.





On
      January 1, 2006, the Company, entered into an Employment Agreement with Mr.
      Allen G. Cowie as President of the Company’s wholly owned subsidiaries Wireless
      Age Communications Ltd. and Wireless Source Distribution Ltd. (the “Cowie
      Employment Agreement”). Mr. Cowie has served as President of Wireless Age
      Communications Ltd. since October 2004 and President of Wireless Source
      Distribution Ltd. since inception in 2002. Under the terms of the Cowie
      Employment Agreement, Mr. Cowie will receive annual compensation of CAD$150,000
      (approximately US$132,000). Mr. Cowie is also to receive an annual bonus based
      on a percentage (between 1% and 2.5% depending upon achieving certain minimum
      levels) of earnings before interest, taxes, depreciation and amortization
      (“EBITDA”) of Wireless Age Communications Ltd. and Wireless Source Distribution
      Ltd. Mr. Cowie will also be eligible for an additional bonus of up to 15% of
      his
      annual base salary at the discretion of the CEO based on his performance in
      general. Mr. Cowie will receive a monthly car allowance of CAD$1,200
      (approximately US$1,056). Mr. Cowie will receive 3 weeks vacation and will
      be
      eligible for employee benefit plans offered to other Company personnel. Mr.
      Cowie has agreed to the Company's customary provisions for loyalty,
      confidentiality and ownership of intellectual property. If the Company
      terminates the employment of Mr. Cowie without cause, the Company shall pay
      Mr.
      Cowie a payment of twelve times his current base salary, a payment representing
      his EBITDA bonus earned thus far and a payment of one month’s salary for every
      full year of service. The Company will have the right at any time to terminate
      Mr. Cowie for just cause without having to make such payments if Mr. Cowie
      is
      terminated for just cause or if Mr. Cowie voluntarily resigns or otherwise
      voluntarily terminates his agreement with the Company.





Mr.
      Simmonds, the Company’s CEO, does not have a compensation agreement and is not
      remunerated for his services. Mr. Simmonds is compensated for a car allowance,
      reimbursement of cell phone charges, rent, utilities and other ancillary
      expenses totaling $3,520 (CAD$4,000) per month. Such compensation arrangement
      began effective February 1, 2007.





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





**Compensation
      Committee Report on Executive Compensation**





The
      Compensation Committee consists of two non-employee directors, Messrs.
      Usher-Jones and Dulmage. During fiscal 2006 Mr. Valliere was a member of the
      Compensation Committee. On February 19, 2007, Mr. Valliere resigned from the
      Board of Directors and from the committee as well. The Compensation Committee
      has the responsibility for allocation of cash compensation and stock options
      to
      senior executive officers of the Company.





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





**Compensation
      Committee**





Steven
      Dulmage




Brian
      Usher-Jones




-14-





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





The
      following table sets forth certain information regarding the beneficial
      ownership of Common Stock as of April 30, 2007 by (i) each director of the
      Company, (ii) each of the Company’s officers named in the Summary
      Compensation Table (collectively, the “Named Executive Officers”),
      (iii) each person who is known by the Company to be the beneficial owner of
      more than five percent of the Company’s outstanding Common Stock, and
      (iv) all directors and executive officers as a group. Except as otherwise
      indicated below, each person named has sole voting and investment power with
      respect to the shares indicated.




**Amount
                and Nature of****Beneficial
                Ownership****Name
                and Address of**
            
            **Options/****Beneficial
                Owner (1)**
            
            **Shares**
            
            **Warrants
                  (2)**
            
            **Total
                  (2)**
            
            **Percent
                  (2)**Steven
                Dulmage
            
            
            0
            
            
            0
            
            
            0
            
            
            *Gary
                Hokkanen
            
            
            16,826
            
            
            100,000
            
            
            116,826
            
            
            *Bradley
                J. Poulos (3)
            
            
            1,383,500
            
            
            900,000
            
            
            2,283,500
            
            
            6.8
            %John
                Simmonds
            
            
            0
            
            
            0
            
            
            0
            
            
            *Brian
                Usher-Jones
            
            
            887,500
            
            
            0
            
            
            887,500
            
            
            2.7
            %Carrie
                Weiler
            
            
            0
            
            
            0
            
            
            0
            
            
            *Allen
                Cowie
            
            
            0
            
            
            0
            
            
            0
            
            
            *Segal,
                Talarico, Habib, Molot LLP (4)
            
            
            2,700,000
            
            
            0
            
            
            2,700,000
            
            
            8.3
            %All
                executive officersand
                directors as agroup
                (8 persons)(5)
            
            
            2,287,826
            
            
            1,000,000
            
            
            3,287,826
            
            
            10.1
            %





(1)
            The
                mailing address for each individual listed herein is c/o Wireless
                Age
                Communications, Inc. 1075 Meyerside Dr., Unit 7, Mississauga, Ontario,
                Canada, L5T 1M3.(2)
            Includes
                options and warrants exercisable as of the date hereof or within
                60 days hereafter. Holdings of less than 1% are indicated by “*”.
                Based upon 32,477,918 shares issued and outstanding as of April 30,
                2007, (excluding any shares issuable under options or warrants, except
                with respect to the beneficial holder thereof as indicated in the
                table
                above). All such warrants became exercisable February 19, 2007 and
                are
                exercisable for the purchase of Common Stock until expiration on
                February
                18, 2010, at an exercise price of $0.15 per share.(3)
            On
                March 4, 2005, the Company executed a Share Exchange Agreement with
                the
                shareholders (collectively, the "Vendors") of mmwave Technologies
                Inc., a
                Canadian corporation ("mmwave"). In connection with the mmwave acquisition
                by the Issuer and pursuant to the terms of a Support Agreement executed
                March 4, 2005 among the Vendors, the Issuer and 1588102 Ontario Inc.,
                an
                Ontario corporation ("Exchangeco"), a special purpose subsidiary
                of the
                Issuer, the Vendors were issued 4,500,000 Class B Non Voting Exchangeable
                Shares (the "Exchangeable Shares") of Exchangeco. The Exchangeable
                Shares
                are also subject to the terms and conditions of a Voting and Exchange
                Agency Agreement (the "Agency Agreement") executed on March 4, 2005
                among
                the Issuer, Exchangeco and Segal, Talarico, Habib, Molot LLP, a limited
                liability partnership formed under the laws of the Province of Ontario
                (the "Agent") as escrow and voting agent for the holders of the
                Exchangeable Shares. Pursuant to the terms of the Support Agreement
                and
                the Agency Agreement, the Agent was issued 4,500,000 shares of Wireless
                Age Communications, Inc. Common Stock, par value $.001 per share
                (the
                "Escrow Shares"), to hold in escrow as agent pending the exercise
                of
                exchange rights of the Exchangeable Shares or other disposition of
                the
                Exchangeable Shares. Mr. Poulos is one of the Vendors and is the
                owner of
                270,000 Exchangeable Shares and correspondingly is the indirect beneficial
                owner of 270,000 Escrow Shares held by the Agent for the benefit
                of Mr.
                Poulos. Mr. Poulos is also the beneficial owner of Brad Poulos Holdings
                Inc. ("Holdings") which owns 1,080,000 Exchangeable Shares and
                correspondingly is the indirect beneficial owner of 1,080,000 Escrow
                Shares held by the Agent for the benefit of Holdings, as to which
                Mr.
                Poulos could be deemed to have beneficial ownership of such Escrow
                Shares
                indirectly owned by Holdings.(4)
            These
                2,700,000 shares are held as escrow agent for the former mmwave
                shareholders.(5)
            Officers
                and Directors as a group include Bradley Poulos, Brian Usher-Jones,
                Steven
                Dulmage, Gary Hokkanen, Carrie Weiler, John Simmonds and Allen
                Cowie.




-15-




**Changes
      in Control**





The
      Company is considering an equity offering or private placement during fiscal
      2007. There can be no assurance that this financing will not result in a change
      in control of the Company.





**Item
              12.**
            **Certain
                Relationships and Related
                Transactions.**





During
      fiscal 2006 and since the date of acquisition of mmwave, the Company has sold
      products totaling $530,236 and provided services valued at $121,439 to W3 Connex
      Inc. an entity in which a director of the Company is a minority shareholder.
      As
      of December 31, 2006, the Company was owed $246,156 by W3 Connex Inc. Due to
      substantial doubt existing on W3 Connex’s ability to repay the Company fully
      provided for the balance as a doubtful account.





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




On
      September 30, 2005, the Company negotiated the termination of the Management
      Services Agreement with Simmonds Mercantile and Management Inc. effective
      October 1, 2005. Pursuant to the terms of the Termination Agreement the Company
      agreed to pay a Break Fee represented by a payment of $100,000 (CAD$114,000)
      paid in two equal amounts of $50,000 (CAD$57,000) on October 3, 2005 and October
      14, 2005. The Break Fee represented less than three months fees of the remaining
      seven months of the Agreement. The Company also agreed to offer employment
      to
      Mr. Hokkanen, the Company’s Chief Financial Officer who had been remunerated
      prior to termination through the Management Services Agreement on customary
      terms for such position directly by Wireless Age. The Company also agreed to
      offer Ms. Weiler, the Company’s Corporate Secretary who had also been
      remunerated prior to termination through the Management Services Agreement,
      a
      Consulting Agreement on customary terms for such position directly by Wireless
      Age.




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





In
      July
      2006, Mr. Brad Poulos and Mr. Glenn Poulos were issued one time stock bonuses
      of
      900,000 and


-16-


1,000,000
      shares of the Company’s common stock for obtaining a contract with a global
      telecommunications manufacturer. Mr. Brad Poulos directed the Company to issue
      100,000 of his 1,000,000 share bonus to Mr. Hokkanen, the Company’s CFO, for his
      efforts in assisting the Company to obtain the contract.





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





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





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





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





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








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





Exhibit
              No.
            Description





Exhibit
              3.1
            Certificate
                of incorporation, as amended to date, incorporated by reference to
                the
                exhibits of the Company's Form SB-2 filed with the Commission on
                February
                26, 2001.





Exhibit
              3.2
            Bylaws
                as currently in effect, incorporated by reference to the exhibits
                of the
                Company's Form SB-2 filed with the Commission on February 26,
                2001.





Exhibit
              10.1
            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.





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
                PrimeWireless
                Corporation, incorporated by reference to the exhibits of the Company's
                Form 10-QSB filed with the Commission on May 15,
                2003.




-17-





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
                Minichiello incorporated 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.


-18-




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.


-19-


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.





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.


-20-


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
              31.1
            Section
                302 Certification of the Chief Executive
                Officer





Exhibit
              31.2
            Section
                302 Certification of the Chief Financial
                Officer





Exhibit
              32.1
            Certification
                of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2003.





Exhibit
              32.2
            Certification
                of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2003.








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




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




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




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




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




**Fees**




The
      following table sets forth the aggregate fees billed by the Company’s
      independent auditors for fiscal years and 2005 and 2006:




**Year**
            **Audit
                Fees (1)**
            **Audit
                Related Fees (2)**
            **Tax
                Fees**
            **All
                Other Fees (3)**
            **Total**2005
            $96,721
            $11,497
            $
                Nil
            $
                Nil
            $108,2182006
            $90,706
            $25,597
            $
                Nil
            $
                Nil
            $116,303







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





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


-21-




**SIGNATURES**




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




**WIRELESS
      AGE COMMUNICATIONS, INC.**


April
      30,
      2007




By: /s/
      John
      G. Simmonds


Name: John
      G.
      Simmonds


Title: Principal
      Executive Officer






By: /s/
      Gary
      N. Hokkanen


Name: Gary
      N.
      Hokkanen


Title: Principal
      Financial Officer and


Principal
      Accounting Officer








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








/s/
      John
      G. Simmonds


Name: John
      G.
      Simmonds


Title: CEO,
      President and Director


Dated: April
      30,
      2007








/s/
      Brian
      Usher-Jones


Name: Brian
      Usher-Jones


Title: Director


Dated: April
      30,
      2007








/s/
      Steven Dulmage


Name: Steven
      Dulmage


Title: Director


Dated: April
      30,
      2007








/s/
      Bradley J. Poulos


Name: Bradley
      J. Poulos


Title: Director


Dated: April
      30,
      2007








/s/
      Carrie J. Weiler


Name: Carrie
      J.
      Weiler


Title: Director


Dated: April
      30,
      2007


-22-