<PAGE>


     As filed with the Securities and Exchange Commission on March 30, 2004


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549

                                   FORM 10-KSB


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ending December 31, 2003           Commission File No. 001-31338


                        WIRELESS AGE COMMUNICATIONS, INC.
               (Exact name of registrant as specified in charter)

                              LENNOC VENTURES, INC.
                          (Former name, if applicable)

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

             13980 JANE STREET                              905-833-0808
    KING CITY, ONTARIO, CANADA, L7B 1A3             (Registrant's Telephone No.
  (Address of Principal Executive Offices)               incl. area code)

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

     Securities registered pursuant to            Common Stock, par value $0.001
         Section 12(g) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-K SB( ).

For the fiscal year ended December 31, 2003, the Company's revenues from
continuing operations were $9,268,569.

Based on the closing high bid price on January 27, 2004 of $3.48 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 $50,310,895.

On December 31, 2004, the number of shares outstanding of the registrant's
Common Stock was 19,574,104.

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


                                     Page 1

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

The business of Wireless Age Communications, Inc. ("Wireless Age" or the
"Company")(formerly known as Lennoc Ventures, Inc.) is conducted through its 89%
owned subsidiary, Wireless Age Communications Ltd. ("Wireless Canada") which is
in the business of operating retail cellular and telecommunications outlets in
cities in western Canada, and through its wholly owned subsidiaries Wireless
Source Distribution Ltd. ("Wireless Source") and Prime Wireless Corporation
("Prime Wireless") which are in the business of distributing prepaid phone
cards, wireless accessories and various battery and ancillary electronics
products in Canada. Wireless Canada was acquired on October 8, 2002, Prime
Wireless was acquired on March 13, 2003 and Wireless Source was acquired on
September 19, 2003. Prior to the acquisition of Wireless Canada, the Company was
characterized as a pre-exploration stage company and had an option to purchase a
mining lease in the State of Utah, United States of America. This option
agreement was in default and the Company terminated the lease. Consequently, the
Company is no longer in the mineral and exploration business.

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


RECENT DEVELOPMENTS:

Prime Wireless Acquisition

On March 13, 2003, the Company closed an agreement whereby it acquired all the
issued and outstanding common shares of Prime Wireless from Pivotal Self-Service
Technologies Inc. (an entity listed on the NASD's
Over-the-Counter-Bulletin-Board trading under the symbol "PVSS") in exchange for
1,500,000 shares of the Company's common stock. Prime Wireless generates revenue
from its exclusive distribution agreement for Canada with Vertex Standard USA
Inc., a company experiencing significant growth in market share in the land
mobile radio (LMR) business worldwide. In addition, Prime Wireless owns the
trademarks, inventory, and tooling for Midland(TM).

Change in Board of Directors and Executive Officers

Concurrent with acquisition of Prime Wireless, Mr. John G. Simmonds, was
appointed Chairman of the Board of Directors and was also appointed Chief
Executive Officer of the Company. Mr. Simmonds is also Chairman and CEO of
Pivotal Self-Service Technologies Inc. Shortly after Mr. Simmonds appointment to
the Board, Mr. Simmonds invited Mr. Brian Usher-Jones and Mr. Ken Adelberg to
become directors of the Company. Thereafter the Board appointed Mr. Gary
Hokkanen, Chief Financial Officer and Ms. Carrie Weiler as Corporate Secretary
of the Company. Mr. Simmonds, Mr. Hokkanen and Ms. Weiler are the officers of
the Company.

Wireless Source Acquisition

On September 19, 2003, the Company closed the acquisition of Wireless Source.
Wireless Source is a distributor of certain prepaid long distance telephone
cards and certain ancillary communications accessory products. The Company
acquired 50% of the issued and outstanding common shares of Wireless Source from
101016305 Sasktachewan Ltd. ("101016305 Saskatchewan") in exchange for 1,000,000
shares of the Company's common stock and the remaining 50% from Dallas L.
Robinson in exchange for 1,000,000 preferred shares of a new wholly owned
subsidiary of the Company called 1588102 Ontario Inc. ("1588102 Ontario"). The
preferred shares of 1588102 Ontario are exchangeable into common shares of
Wireless Age,


                                     Page 2

<PAGE>

on a one for one basis at anytime prior to September 19, 2008. 101016305
Saskatchewan is solely owned by Robert Sim who was a director of the Company,
but resigned on January 18, 2004. Dallas L. Robinson is the President of
Wireless Canada.

Acquisition of A.C. Simmonds & Sons Trade-Name

On July 25, 2003, the Company entered into a Trade-Name Purchase and Sale
Agreement to acquire the tradename, A.C. Simmonds & Sons, from Pine Ridge
Holdings Ltd. ("Pine Ridge") in exchange for 1,500,000 shares of the Company's
common stock. Pine Ridge is solely owned by David C. Simmonds an individual
related to the Company's Chief Executive Officer.

On July 2, 2003, the Company entered into an Agreement with Pine Ridge to assume
or acquire all of the current lines of business operated by Pine Ridge under the
tradename A.C. Simmonds & Sons. The A.C. Simmonds & Sons business consists
primarily of the sale of electronics products to certain customers and clients.
Since July 2, 2003, and in anticipation of the acquisition of Wireless Source,
the Company operated the A.C. Simmonds & Sons business through financing from
Wireless Source, and, upon the Company's acquisition of Wireless Source on
September 19, 2003, the A.C. Simmonds & Sons Business became a division of
Wireless Source.

Acquisition of RELM Wireless Notes

On December 31, 2003, acquired $1,700,000 in outstanding principal amount of an
8% Convertible Subordinated Promissory Note of RELM Wireless Corporation (an
entity listed on NASD's Over-the-Counter-Bulletin-Board trading under the symbol
"RELM")("RELM Wireless"). Wireless Age purchased the note from Special
Situations Private Equity Fund, L.P. for a cash purchase price of $1,870,000.
The note matures on December 31, 2004 and is currently convertible into
approximately 904,255 common shares of RELM Wireless which represents
approximately a 9.1% ownership position in RELM Wireless.

The Company borrowed $1,930,000 from Stacey Minichiello, a private investor to
acquire the RELM note. The $1,930,000 Minichiello loan is due and payable June
30, 2004, bears interest at a rate of 8% per annum and has a first priority
security interest in the $1,700,000 RELM Note. The remaining $100,000 of the
purchase price was funded from working capital.

Subsequent to year end during January 2004, Wireless Age negotiated agreements
with Mr. Russell Scott Henderson, Mr. Moisha Schwimmer, Mr. Stuart McGregor, Mr.
Stephen Dulmage, Mr. Brian Usher-Jones and 1500450 Ontario Ltd. with respect to
the acquisition of an aggregate of an additional $550,000 in RELM Notes.
Wireless Age purchased the additional RELM Notes in private transactions with
such parties in exchange for the issuance of an aggregate of 412,500 shares of
Wireless Age common stock in a closing dated as of February 5, 2004.

All of the Notes mature on December 31, 2004. The aggregate of all Notes
acquired by Wireless Age are currently convertible into approximately 1,196,808
common shares of Relm Wireless which would represent a total 11.7% ownership
position in RELM Wireless.

Subsequent to year end on January 21, 2004, the Company borrowed an additional
$400,000 on the same terms from Minichiello. Together with the previous note the
Company owes Ms. Minichiello $2,330,000 all due on June 30, 2004.

RELM Wireless designs, manufactures and markets wireless communications
equipment consisting of land mobile radios and base station components and
systems. The Company considers RELM Wireless a competitor to certain segments of
the Company's business.


                                     Page 3

<PAGE>

Proposed Acquisition of Allcan Distributors

On October 14, 2003, the Company announced that it had signed a Letter of Intent
to acquire Allcan Electronic Distributors of Edmonton, Alberta ("Allcan").
Allcan is a wholesale distributor of wireless communication, data and cellular
support equipment. Allcan has been operating for the past 25 years and focuses
on two core market segments, the supply and servicing of two-way radio and
cellular dealers, and the supply and servicing of wireless data products for the
industrial automation market.

Management believes the acquisition is an integral part of the company's growth
strategy and anticipates that Allcan will add approximately CAD$5 million to
Wireless Age's top line revenue over the coming twelve months. The Company
intends to capitalize on the expanded dealer base that the Allcan business will
provide, as well as the new products and expertise that Allcan will be able to
deliver to the Company's wholesale customer base.

The company has been in expanded discussions on the form and substance of the
acquisition and anticipates that the transaction, subject to all necessary
approvals, will be completed during 2004.

American Stock Exchange Application

In February 2004, the Company compiled and filed a listing application with the
American Stock Exchange. The Company selected the American Stock Exchange,
primarily due to its market quality, trading technology and additional services
available. The American Stock Exchange requires certain quantitative and
qualitative standards to be met for initial listing. Quantitative standards
include minimum levels of shareholders' equity, total market capitalization,
distribution and market value of public float. Qualitative factors include the
nature of a company's business, market for its products, reputation of its
management, historical record and pattern of growth, financial integrity,
demonstrated earnings power, and future outlook.

At the time of preparation of the listing application, management believed that
all qualitative factors had been met, however due to share price weakness during
February and March certain quantitative levels no longer are met. The Company
remains hopeful that as the application process proceeds the quantitative levels
will be attained.

ITEM 2.  DESCRIPTION OF PROPERTY.

The executive offices of Wireless Age are located at 13980 Jane Street, King
City, Ontario, Canada, L7B 3A8 (tel. 905-833-0808, fax 905-833-6942). The
executive offices, consisting of approximately 1,500 square feet, are rented on
a month to month basis from a related party. Wireless Canada's and Wireless
Source's offices are located at 1408 Broad Street, Regina, Saskatchewan, Canada,
S4R 1Y9 (tel. 306-751-7720, fax 306-751-7726). The Wireless Canada and Wireless
Source offices, consist of approximately 4,000 square feet and are leased until
November 2005. A.C. Simmonds & Sons, a division of Wireless Source has a
distribution facility at 180 Trower Road, Unit 18, Woodbridge, Ontario, Canada,
L4L 8A6. The A.C. Simmonds & Sons facility occupies approximately 3,000 square
feet and is leased until February 2005. Wireless Canada's retail operations
consist of ten retail stores located in Saskatchewan and Manitoba, Canada. The
following is a summary of the retail, warehouse and office locations:
<TABLE>
<CAPTION>

    ADDRESS                             SQUARE FEET       LEASED/OWNED  EXPIRY OF LEASE
    -------                             -----------       ------------  ---------------
    <S>                                    <C>            <C>           <C>
    1408B Broad Street, Regina (office)     2,000         Leased        May 2006
    Unit 18, 180 Trowers Rd., Woodbridge,
    Ontario (warehouse)                     2,958         Leased        February 2005

    Retail:
    356 Albert St. N. Regina                  720         Leased        November 2003(1)
</TABLE>


                                     Page 4

<PAGE>

<TABLE>
<CAPTION>

    ADDRESS                             SQUARE FEET       LEASED/OWNED  EXPIRY OF LEASE
    -------                             -----------       ------------  ---------------
    <S>                                    <C>            <C>           <C>
    2223 Victoria Ave. East, Regina           675         Leased        October 2006
    1401 Broad Street, Regina               3,996         Leased        November 2005
    4131 Rochdale Blvd., Regina             1,240         Leased        February 2009
    2325 Preston Ave., Saskatoon              403         Leased        September 2006
    300 Circle Dr., Saskatoon               2,050         Leased        February 2008
    105-3393 Portage Ave. Winnipeg          1,545         Leased        November 2008
    Unit 76, Cityplace, Winnipeg              576         Leased        June 2005
    Unit 247-393 Portage Ave., Winnipeg       777         Leased        October 2006
    Unit 241, Garden City Kiosk, Winnipeg     108         Leased        March 2004
    Unit 209, Garden City Center, Winnipeg  2,071         Leased        December 2008
</TABLE>

Note 1: The Albert St. location will be replaced with 4131 Rochdale during 2004.


ITEM 3.  LEGAL PROCEEDINGS.

To the knowledge of the Company, there are no material pending legal proceedings
to which the Company is a party or of which any of its property is subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of the security holders.


                                     Page 5


<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The price per share of Company Common Stock is quoted on the NASD's OTC Bulletin
Board under the symbol "WLSA". Prior to October 29, 2002 the Company's stock did
not trade.

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

---------------------------------------------
QUARTER ENDED              HIGH       LOW
---------------------------------------------
<S>                        <C>        <C>
 March 31, 2002              -         -
---------------------------------------------
 June 30, 2002               -         -
---------------------------------------------
 September 30, 2002          -         -
---------------------------------------------
 December 31, 2002         $5.03     $0.02
---------------------------------------------
 March 31, 2003            $5.55     $4.95
---------------------------------------------
 June 30, 2003             $5.60     $0.90
---------------------------------------------
 September 30, 2003        $2.25     $0.71
---------------------------------------------
 December 31, 2003         $4.95     $1.98
---------------------------------------------
</TABLE>


On December 31, 2003, the Company had approximately 1,300 shareholders of record

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


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

OVERVIEW

The Company is in the process of executing an aggressive growth strategy. The
Company has completed three acquisitions, has announced a fourth and has
targeted other acquisition opportunities that will be announced over the next
twelve months.

The completed acquisitions are as follows:

     1.   PRIME WIRELESS CORPORATION. On March 13, 2003, the Company acquired
          Prime Wireless which is in the business of distributing
          Vertex-Standard two-way radios on a commission rep basis in Canada.
          The Prime Wireless acquisition also included the trade-name Midland in
          the context land mobile radio sales world-wide and a business
          relationship with Vertex-Standard that the Company has plans to
          exploit more fully in the North American marketplace.


                                     Page 6


<PAGE>

     2.   WIRELESS SOURCE DISTRIBUTION LTD. On September 19, 2003, the Company
          acquired Wireless Source which is in the business of distributing
          prepaid cellular cards and other cellular and land mobile radio
          accessories. Wireless Source will serve as the base for further
          acquisitions in the wholesale distribution arena.

     3.   A.C. SIMMONDS & SONS. Effective July 2, 2003, the Company acquired the
          trade-name and business of A.C. Simmonds & Sons. A.C. Simmonds & Sons
          distributes electronic component primarily in Canada and also is an
          agent of Prime Battery Products (a related party) selling battery
          products to the industrial and consumer marketplace in Canada. The
          A.C. Simmonds & Sons business was operated as a division of Wireless
          Source primarily due to the financing available through Wireless
          Source.

     4.   RELM WIRELESS NOTES. On December 31, 2003, the Company acquired
          $1,700,000 in outstanding principal amount of an 8% Convertible
          Subordinated Promissory Note of RELM Wireless. The note matures on
          December 31, 2004 and is currently convertible into approximately
          904,255 common shares of RELM Wireless which represents approximately
          a 9.1% ownership position in RELM Wireless.

          Subsequent to year end, Wireless Age acquired an additional $550,000
          in RELM Notes. Wireless Age purchased the additional RELM Notes in
          private transactions in exchange for the issuance of an aggregate of
          412,500 shares of Wireless Age common stock. The $2,250,000 in RELM
          Notes the Company owns are convertible into 1,196,808 shares of RELM's
          common stock which would represent an 11.7% ownership position in RELM
          Wireless.

Separate from these acquisitions the Company operates a successful chain of
Wireless Retail stores in Western Canada through its 89% owned subsidiary
Wireless Age Communications Ltd.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002

The Company recorded a net loss of $137,307 during the twelve month period ended
December 31, 2003 compared to a net loss of $21,055 in the comparative period a
year ago. The Retail business, which the Company owns an 89% interest in, was
acquired in October 2002 and therefore the Consolidated Statement of Operations
for the year ended December 31, 2003 includes a full year of its financial
operating results but only two months during the year ended December 31, 2002.
The Wholesale businesses were acquired during the current year and therefore do
not represent a full year of operating results. Prime Wireless was acquired on
March 13, 2003 and the remaining Wholesale businesses were acquired effective
September 19, 2003.

Revenues during the twelve month period ended December 31, 2003 were $9,268,569
compared to $1,731,948 during the twelve month period ended December 31, 2002.
Revenues of the Retail business were $7,604,776 and revenues of the Wholesale
businesses were $1,663,793 during 2003.

Revenues of Retail business during the twelve month period ended December 31,
2003 can be broken down into the following subcategories:
<TABLE>

<S>                                             <C>
Cellular hardware, radios and accessories       $5,197,917
Activation Commissions and Residuals             2,156,747
Equipment Rental                                   250,112
                                               ------------
Total Revenue                                   $7,604,776
</TABLE>

                                     Page 7


<PAGE>

Revenues of the Wholesale businesses during 2003 were $1,663,793 and represent
the sale of prepaid cellular cards, accessories, batteries (and other ancillary
items) and commissions earned from selling Vertex-Standard two-way radios in
Canada. Prepaid cellular cards and accessories sales totaled $1,098,095, battery
sales and other ancillary products totaled $472,657 and two-way radio
commissions were $93,041.

Gross profit during the twelve month period ended December 31, 2003 was
$3,857,497 compared to $656,550 in the comparative period in the prior year.
Gross profit as a percentage of sales was 41.6% in 2003 and 37.9% in 2002.

Total expenses during the twelve month period ended December 31, 2003 were
$3,616,350 compared to $626,546 during the twelve month period ended December
31, 2002.

Selling and administrative expenses, during the twelve month period ended
December 31, 2002 represented the operating costs of the Retail business for the
period October 18 to December 31, 2002.

 Selling and administrative expenses during the twelve month period ended
December 31, 2003, included:
<TABLE>

<S>                               <C>
Management fees                      318,857
Advertising & Promotion              333,176
Bad debts                             60,803
Insurance, licenses and taxes         29,442
Office & general                     142,073
Professional fees                    474,406
Rent                                 317,436
Repairs & maintenance                 21,739
Telephone & Utilities                 86,405
Travel & Auto                        188,453
Wages & Benefits                   1,643,559
                                  -----------
Total                              3,616,350

</TABLE>

 Comparisons between 2002 and 2003 selling and administrative expenses are
difficult due to 2002 representing operating results for less than a full year
(October 18 to December 31, 2002) compared to a full year for certain segments
(Retail) but not for others (Wholesale).

Wages and benefits increased from $338,708 during the year ended December 31,
2002 to $1,643,559 during the year ended December 31, 2003. Management fees paid
for the executive management services of certain officers of the Company,
including Mr. Simmonds, Mr. Hokkanen and Ms. Weiler, totaled $268,874 during
fiscal 2003.

Professional fees increased substantially in comparison to other costs during
2003, reflecting the significant costs of maintaining a public listing,
negotiating business combinations and disseminating information about the
Company. The Company incurred significant legal fees during the fourth quarter
negotiating the acquisition of the RELM investment and financing thereof and
preparing an application for an American Stock Exchange listing. Management
believes that although the Company will incur legal fees associated with future
acquisitions, many of the fourth quarter legal costs may be regarded as one time
non-recurring costs. In addition, many of the fourth quarter costs associated
with investor relations consulting services were non-cash.

Amortization expense during the twelve month period ended December 31, 2003 was
$249,223 compared to $69,174 during the comparative period in the prior year.
Amortization expense represents the continued amortization of the Company's
capital and other assets acquired in acquisitions ($186,487) and the
amortization of fair market value of the residual premiums acquired in the
Wireless Canada acquisition ($62,736) which the Company is amortizing over five
years.

                                     Page 8


<PAGE>

Interest expense totaled $100,294 during the twelve month period ended December
31, 2003 and $25,596 during the twelve month period ended December 31, 2002.
Interest expense is recorded by the Company on bank indebtedness, term loans and
notes payable. The Company loaned $1,930,000 on December 31, 2003 to acquire an
asset which will increase the prospective level of interest costs during the
first half of fiscal 2004.

Other expenses totaled $44,978 during the twelve month period ended December 31,
2003 and compared to other income of $62,000 in the comparative period in the
prior year. The current period's other expenses consisted of foreign exchange
losses of $84,951 arising from translating Canadian Dollar denominated
liabilities translated into US Dollars during a period when the Canadian Dollar
has weakened vis-a-vis the US Dollar and management fees earned from related
parties totaling $39,973.

The Company also recorded a $16,041 reduction of loss representing the
non-controlling interest in Wireless Canada. The Company holds an 89% ownership
position in Wireless Canada.

Basic and diluted losss per share for the twelve month period ended December 31,
2003 was $0.01. Basic net loss per share was also $0.00 during the twelve month
period ended December 31, 2002.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

ACQUISITIONS AND BUSINESS COMBINATIONS

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

INTANGIBLES, GOODWILL AND OTHER ASSETS

The Company regularly reviews all of its long-lived assets, including goodwill
and other intangible assets, for impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors
the Company considers important that could trigger an impairment review include,
but are not limited to, significant underperformance relative to historical or
projected future operating results, significant changes in the manner of use of
the acquired assets or the strategy for the Company's overall business, and
significant negative industry or economic trends. When management determines
that an impairment review is necessary based upon the existence of one or more
of the above indicators of impairment, the Company measures any impairment based
on a projected discounted cash flow method using a discount rate commensurate
with the risk inherent in our current business model. Significant


                                     Page 9


<PAGE>

judgement is required in the development of projected cash flows for these
purposes including assumptions regarding the appropriate level of aggregation of
cash flows, their term and discount rate as well as the underlying forecasts of
expected future revenue and expense. To the extent that events or circumstances
cause assumptions to change, charges may be required which could be material.

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

Effective January 1, 2002, the Company adopted SFAS No 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 no longer permits the amortization of goodwill
and indefinite-lived intangible assets. Instead, these assets must be reviewed
annually (or more frequently under prescribed conditions) for impairment in
accordance with this statement. If the carrying amount of the reporting unit's
goodwill or indefinite-lived intangible assets exceeds the implied fair value,
an impairment loss is recognized for an amount equal to that excess. Intangible
assets that do not have indefinite lives are amortized over their useful lives.
The adoption of SFAS No. 142 did not impact the results of operations or
financial position because the Company had no goodwill or indefinite-lived
intangible assets at December 31, 2002 and 2001.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

INVESTMENTS

Investments are recorded as available for sale marketable securities or held to
maturity investments.

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

Held to maturity investments are recorded at amortized cost.

FINANCIAL CONDITION

Total assets of the Company increased from $2,006,992 at December 31, 2002 to
$10,051,586 at December 31, 2003. The increase in total assets during the year
ended December 31, 2003 is primarily the result of the Company's acquisition
made during the year. The Company acquired Prime Wireless effective March 13,
2003 and Wireless Source (including the A.C. Simmonds assets) effective
September 19, 2003.

Current assets increased from $1,142,578 at the beginning of the year to
$5,039,424 at the end of fiscal 2003. Current assets at December 31, 2002
consisted of accounts receivable of $684,584, inventories of $447,686 and
prepaid expenses of $10,308. All of these assets relate to the Retail business
of the Company. Current assets at December 31, 2003 consisted of $1,898,101 on
investments (primarily representing a $1,700,000 subordinated convertible
promissory note of RELM Wireless), accounts receivable of $1,476,544,
inventories of $1,385,069 and prepaid expenses of $279,710. Current assets at
December 31, 2003 included the current assets of Prime Wireless, Wireless Source
and A.C. Simmonds division which were acquired or started during fiscal 2003.
The Company has included $160,000 of financing fees and commissions associated
with a $1,930,000 promissory note issued on December 31, 2003 and is amortizing
these costs over the life of the loan.


                                     Page 10


<PAGE>

During fiscal year 2003, the Company invested $1,870,000 in securities of RELM
Wireless. RELM Wireless is a publicly listed entity on the NASD
Over-the-Counter-Bulletin-Board market trading under the symbol "RELM". The
investment was in an 8% subordinated convertible promissory note which becomes
due and payable on December 31, 2004. The promissory note was purchased for
$1,870,000 in cash. The promissory note is currently convertible into 904,255
common shares of RELM Wireless, which represents a 9.1% ownership position in
RELM Wireless. The Company financed the acquisition of this promissory note by
way of a $1,930,000 six month loan from a shareholder of the Company. The RELM
promissory note is pledged as secured to the loan. Subsequent to the end of the
year the Company acquired an additional $550,000 in RELM promissory notes from
other private investors.

Capital assets, net of accumulated depreciation increased from $318,464 at
December 31, 2002 to $413,421 at December 31, 2003. The increase is the result
of the business acquisition and additional two-way radios purchased for a rental
pool.

Effective October 18, 2002, the Company acquired 89% Wireless Canada and at
December 31, 2003 valued intangible assets acquired in the transaction, at a
total of $409,344 on the balance sheet. Residual premiums which represent future
residual revenue of retail cellular and telecommunications subscriber business,
totaled $248,142. The Company valued another intangible asset associated with an
acquisition of a Manitoba store at $161,202. In addition, intangible assets
totaling $4,189,397 acquired during the current year were carried on the balance
sheet at December 31, 2003. These intangible assets represent $284,500 of
various agreements and customer lists associated with the Prime Wireless
acquisition, $288,300 of customer lists and other intellectual property rights
associated with the A.C. Simmonds acquisition and $761,000 of customer lists and
supplier relationships with the Wireless Source acquisition. Collectively from
the acquisitions during fiscal 2003 the Company recorded $2,855,597 as goodwill
not directly associated with any particular intangible asset.

Total liabilities of the Company increased from $1,797,643 at December 31, 2002
to $5,402,987 at December 31, 2003. The increase is the result of the business
acquisitions made during fiscal 2003.

Current liabilities increased from $1,317,116 at the beginning of the year to
$5,104,566 at the end of the year. Current portion of long term debt increased
from $333,038 at December 31, 2002 to $2,286,862 at December 31, 2003. Included
in the balance at December 31, 2003 was a $1,930,000 promissory note of the
Company issued in connection with the acquisition of a RELM subordinated
convertible promissory note of RELM Wireless. The other significant year over
increase in current liabilities was accounts payable and accrued liabilities
which increased from $587,336 to $2,678,123. Due to related parties decreased
during the year from $130,239 to $73,723.

Non-controlling interest decreased from $63,368 at December 31, 2002 to $47,327
at December 31, 2003 as a result of the minority shareholders proportionate
share of the Wireless Canada loss was recorded.

The stockholders' equity increased from $209,349 at December 31, 2002 to
$4,648,608 at December 31, 2003. The increase of $4,439,259 is attributable to a
net increase in common stock, additional paid-in capital and other comprehensive
income partially offset by the loss for the year. Common stock and additional
paid-in capital increased by $4,473,812 and represented:

     1.   4,000,000 common shares and 1,000,000 preferred shares of a wholly
          owned subsidiary which are exchangeable into 1,000,000 common shares
          of the Company valued collectively at $4,090,000 were issued in three
          acquisitions,

     2.   150,000 shares and warrants issued in a private placement for net
          proceeds of $225,000,

     3.   120,000 common shares issued in connection with consulting services
          provided valued at $151,200, and

     4.   Warrants to purchase 100,000 common shares at $2.00 per share, vesting
          over nine months valued at $7,612 were issued for consulting services
          provided.

                                     Page 11


<PAGE>

In addition the Company recorded as adjustment to other comprehensive income a
foreign exchange translation gain of $78,510 and an unrealized marketable
securities gain of $24,244.

        The Company's deficit increased from $70,229 at December 31, 2002 to
$207,536 at December 31, 2003 as a result of the $137,307 loss for the year.

LIQUIDITY AND CAPITAL RESOURCES

The Company made three acquisitions during the year ended December 31, 2003 and
began to generate strong operating cashflow. Overall the Company generated
sufficient earnings to offset its cash operating expenses but still ended the
year in an overall net loss position. The Company's interest coverage ratio was
approximately 2.8 times in 2003 an improvement from 1.2 in 2002. The Company's
working capital deficit decreased from $174,538 at December 31, 2002 to $65,142
at December 31, 2003 the working capital ratio improved from .87 to .94.

Included in current liabilities at December 31, 2003 was $73,723 due to related
parties that has no particular payment terms and can be extended by mutual
consent of parties friendly to the Company.

Included in current assets is the Company's investment in a $1,700,000
convertible promissory note of RELM Wireless which is convertible into 904,255
common shares of RELM Wireless. The market value of the RELM shares are
approximately $2.3 million based on RELM share trading values at the end of
February 2004. Although the Company does not intend to realize on this
investment the Company will likely be able to repay more than the amount of the
loan obtained to make the investment. The Company loaned $1,930,000 from a
shareholder on December 31, 2003 to make this investment. Under the terms of the
loan the Company pays interest at 8% and the loan is due on June 30, 2004.
Management's plan for repayment is to complete an equity private placement prior
to June in order to repay the loan.

Management believes that the Company possesses the ability to issue common
equity in private placements in order to provide additional liquidity. During
the year ended December 31, 2003, the Company completed one private placement of
150,000 common shares and 150,000 warrants for net proceeds of $225,000. This
private placement was done with three of the Company's four directors.
Management also is confident that many of the future acquisitions will be
completed utilizing primarily the Company's common stock. The Company is also
trying to restructure its working capital financing into one combined facility
administered closer to Company's executive offices in Toronto. Lastly,
management is in discussions with investment bankers in order to develop a
longer term relationship for purposes of future offerings of debt and equity.

    The Company does not have any material sources of liquidity of off balance
sheet arrangements or transactions with unconsolidated entities.

    Contractual obligation and commitments

    The Company has a variety of contractual debt obligations and other
commercial commitments that represent prospective cash requirements in addition
to any capital expenditure programs. The following is a summarized table of
contractual obligations. See additional details in Notes 9 and 13 to the
Consolidated Financial Statements.
<TABLE>
<CAPTION>
                                     TOTAL        SHORT-TERM    1-3 YEARS    4-5 YEARS
                                     -----        ----------    ---------    ---------
<S>                             <C>                <C>            <C>            <C>
Notes payable                   $2,537,947         2,286,862      251,085            -
Premises lease
                                   729,202           236,863      492,339            -
                                ----------- ----------------- ------------ ------------
Total cash obligations          $3,267,149        $2,523,725     $743,424        $   -
                                ----------- ----------------- ------------ ------------
                                ----------- ----------------- ------------ ------------
</TABLE>

                                     Page 11


<PAGE>

In addition the Company is contractually obligated as follows:

     1.   The Company's obligation to issue up to an additional 1,000,000 common
          shares to the holder of preferred shares of a wholly owned subsidiary
          in connection with an acquisition,

     2.   The Company's obligation to pay the royalties on battery sales to
          Prime Battery Products Ltd.

     3.   The Company's obligation to pay $35,000 monthly management fees to a
          related party until April 30, 2004 for executive services, and

     4.   The Company's obligation to issue up to 250,000 shares of its common
          stock under warrants exercisable at $2.00 per share.

CONTROLS AND PROCEDURES

        The Company maintains a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management in a
timely manner. Management has reviewed this system of disclosure controls and
procedures, and believes that the system is operating in an effective way to
ensure appropriate and timely disclosure.

        There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                     Page 13


<PAGE>


ITEM 7.  FINANCIAL STATEMENTS


                        WIRELESS AGE COMMUNICATIONS, INC.

                        (formerly Lennoc Ventures, Inc.)

                  REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

                             (STATED IN US DOLLARS)



                                      F-1


<PAGE>



                          INDEPENDENT AUDITORS' REPORT






To the Stockholders,
Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)

We have audited the accompanying consolidated balance sheet of Wireless Age
Communications, Inc. (formerly Lennoc Ventures, Inc.) and subsidiaries as of
December 31, 2003 and the related consolidated statements of operations, cash
flow and stockholders' deficiency for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, these consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Wireless Age
Communications, Inc. (formerly Lennoc Ventures, Inc.) and subsidiaries as of
December 31, 2003 and the results of their operations and their cash flows for
the year then ended in conformity with generally accepted accounting principles
in the United States of America.



Toronto, Canada                                           "MINTZ & PARTNERS LLP"
March 26, 2004

                                      F-2

<PAGE>

TERRY AMISANO LTD.                                         AMISANO HANSON
KEVIN HANSON, CA                                           CHARTERED ACCOUNTANTS


                          INDEPENDENT AUDITORS' REPORT

To the Stockholders,
Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)

We have audited the accompanying consolidated balance sheet of Wireless Age
Communications, Inc. (formerly Lennoc Ventures, Inc.) and subsidiaries as of
December 31, 2002 and the related consolidated statements of operations, cash
flow and stockholders' deficiency for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, these consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Wireless Age
Communications, Inc. (formerly Lennoc Ventures, Inc.) and subsidiaries as of
December 31, 2002 and the results of their operations and their cash flow for
the year then ended in conformity with generally accepted accounting principles
in the United States of America.

Vancouver, Canada                                          "AMISANO HANSON"
March 18, 2003                                             Chartered Accountants

750 WEST PENDER STREET, SUITE 604                      TELEPHONE: 604-689-0188
VANCOUVER, CANADA                                      FACSIMILE: 604-689-9773
V6C 2T7                                                E-MAIL: amishan@telus.net

                                      F-3



<PAGE>


                        WIRELESS AGE COMMUNICATIONS, INC.
                        (formerly Lennoc Ventures, Inc.)
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002
                             (STATED IN US DOLLARS)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          ASSETS                    2003            2002
                                          ------                    ----            ----
<S>                                                            <C>             <C>
Current
  Receivables - Note 3                                         $   1,476,544   $     684,584
  Inventory                                                        1,385,069         447,686
  Investments - Note 4                                             1,898,101               -
  Prepaid expenses                                                   279,710          10,308
                                                               -------------   -------------
                                                                   5,039,424       1,142,578

Due from related parties - Note 11                                         -          54,161
Capital assets - Note 5                                              413,421         318,464
Intangible assets and goodwill - Note 6                            4,598,741         491,789
                                                               -------------   -------------
                                                               $  10,051,586   $   2,006,992
                                                               -------------   -------------
                                                               -------------   -------------

                                         LIABILITIES
                                         -----------
Current
  Bank indebtedness - Note 7                                   $      64,306   $     202,990
  Accounts payable and accrued liabilities - Notes 8               2,670,817         587,336
  Income taxes payable                                                     -          38,175
  Customer deposits                                                    8,858           8,302
  Due to related parties - Note 11                                    73,723         130,239
  Current portion of long-term debt - Note 9                       2,286,862         333,038
  Current portion of obligations under capital lease - Note 10             -          17,036
                                                               -------------   -------------
                                                                   5,104,566       1,317,116
Long-term debt - Note 9                                              251,085         417,159
Non-controlling interest                                              47,327          63,368
                                                               -------------   -------------
                                                                   5,402,978       1,797,643
                                                               -------------   -------------

                                    STOCKHOLDERS' EQUITY
                                    --------------------
Preferred stock, $0.001 par value
  10,000,000 shares authorized, none outstanding                           -               -
Common stock, $0.001 par value - Note 12
  100,000,000 shares authorized
  19,574,104 shares outstanding (2002:  15,304,105)                   19,574          15,304
Additional paid-in capital                                         4,741,850         272,308
Accumulated deficit                                               (  207,536)     (   70,229)
Other comprehensive income                                            94,720      (    8,034)
                                                               -------------   -------------
                                                                   4,648,608         209,349
                                                               -------------   -------------
                                                               $  10,051,586   $   2,006,992
                                                               -------------   -------------
                                                               -------------   -------------
</TABLE>
                             SEE ACCOMPANYING NOTES


                                      F-4


<PAGE>


                        WIRELESS AGE COMMUNICATIONS, INC.
                        (formerly Lennoc Ventures, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 for the years ended December 31, 2003 and 2002
                             (STATED IN US DOLLARS)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     2003            2002
                                                                     ----            ----

<S>                                                             <C>             <C>
Sales                                                           $   9,268,569   $   1,731,948

Cost of goods sold                                                  5,411,072       1,075,398
                                                                -------------   -------------

Gross profit                                                        3,857,497         656,550

Selling and administrative expenses                                 3,616,350         626,546
Amortization                                                          249,223          69,174
Interest expense                                                      100,294          25,596
                                                                -------------   -------------
Loss from operations                                              (   108,370)    (    64,766)
                                                                -------------   -------------
Other expenses (income)
  Foreign exchange losses (gains)                                      84,951     (     9,621)
  Loss on settlement of claim                                               -          13,432
  Gain on disposition of capital assets                                     -     (    34,460)
  Management fees                                                 (    39,973)    (    25,477)
  Miscellaneous income                                                      -     (     5,874)
                                                                -------------   -------------
                                                                       44,978     (    62,000)
                                                                -------------   -------------
Loss before income taxes and non-controlling interest             (   153,348)    (     2,766)

Income taxes - future                                                       -          20,480
                                                                -------------   -------------
Loss before non-controlling interest                              (   153,348)    (    23,246)

Non-controlling interest                                               16,041           2,191
                                                                -------------   -------------
Loss for the year                                               $ (   137,307)  $ (    21,055)
                                                                -------------   -------------
                                                                -------------   -------------
Loss per share                                                  $ (      0.01)  $ (      0.00)
                                                                -------------   -------------
                                                                -------------   -------------
Weighted average number of common shares outstanding               17,537,022      10,291,175
                                                                -------------   -------------
                                                                -------------   -------------
</TABLE>
                             SEE ACCOMPANYING NOTES


                                      F-5


<PAGE>


                        WIRELESS AGE COMMUNICATIONS, INC.
                        (formerly Lennoc Ventures, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 for the years ended December 31, 2003 and 2002
                             (STATED IN US DOLLARS)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     2002            2002
                                                                     ----            ----
<S>                                                             <C>            <C>
Operating Activities
  Net loss for the year                                         $ (   137,307)  $ (    21,055)
  Items not involving cash:
    Amortization                                                      249,223          69,174
    Gain on disposition of assets                                           -     (    34,460)
    Foreign exchange loss                                              84,951               -
    Warrants issued for consulting services provided                    7,612               -
    Common stock issued for consulting services provided               88,200               -
    Future income taxes                                                     -          20,480
    Non-controlling interest                                      (    16,041)    (     2,191)
  Changes in operating assets and liabilities:
    Accounts receivable                                           (   791,960)    (   183,198)
    Inventory                                                     (   937,383)         76,421
    Prepaid expenses                                              (   269,402)          5,801
    Accounts payable and accrued liabilities                        2,090,787          23,700
    Income taxes payable                                              (45,481)    (    55,082)
    Customer deposits                                                     556     (     2,100)
                                                                -------------   -------------
Cash used in operating activities                                     323,755     (   102,510)
                                                                -------------   -------------
Investing Activities
  Additions to capital and other assets                           (   342,502)    (     3,789)
  Proceeds on disposal of capital assets                                    -          45,342
  Bank indebtedness assumed on business combination                         -     (   187,046)
  Purchase of marketable securities                               ( 1,870,000)              -
                                                                -------------   -------------
Cash provided by (used in) investing activities                   ( 2,212,502)    (   145,493)
                                                                -------------   -------------
Financing Activities
  Bank indebtedness                                               (   138,684)        202,990
  Increase in long-term  debt and  obligations  under  capital      1,804,786           5,349
  lease
  Increase in due to related parties                              (     2,355)         10,936
  Issuance of share capital                                           225,000          73,250
                                                                -------------   -------------
Cash provided by financing activities                               1,888,747         292,525
                                                                -------------   -------------
Foreign exchange adjustment                                                 -     (    44,522)
                                                                -------------   -------------
Decrease in cash during the year                                            -               -

Cash, beginning of the year                                                 -               -
                                                                -------------   -------------
Cash, end of the year                                           $           -   $           -
                                                                -------------   -------------
                                                                -------------   -------------

</TABLE>
                             SEE ACCOMPANYING NOTES


                                      F-6


<PAGE>

Non-cash activities:

During 2003:

The Company issued 120,000 shares of its common stock for consulting services
provided valued at $151,200. The term of the consulting agreement is six months
and the Company has amortized $88,200 of the cost up to and including December
31, 2003.

The Company issued 1,500,000 shares of its common stock for an operating
subsidiary having net assets at fair value of $390,000.

The Company issued 1,500,000 shares of its common stock for business assets at
fair value of $960,000.

The Company issued 1,000,000 shares of its common stock and preferred shares of
a subsidiary that are exchangeable into 1,000,000 shares of its common stock for
an operating subsidiary having net assets at fair value of $2,740,000.

The Company issued warrants to purchase 100,000 common shares at $2.00 per share
as partial consideration for consulting services provided. The services provided
prior to December 31, 2003 were valued at $88,200.

During 2002:

The Company issued 2,971,104 shares of its common stock and assumed $500,867 in
notes payable for an operating subsidiary having net assets at fair value of
$690,234.


                                      F-7

<PAGE>


                        WIRELESS AGE COMMUNICATIONS, INC.
                        (formerly Lennoc Ventures, Inc.)
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                 for the years ended December 31, 2003 and 2002
                             (STATED IN US DOLLARS)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------

                                                     COMMON SHARES          ADDITIONAL
                                              ----------------------------    PAID-IN      COMPREHENSIVE
                                                 NUMBER       PAR VALUE       CAPITAL         INCOME        DEFICIT         TOTAL
                                                 ------       ---------     ----------     -------------    -------         -----
<S>                                             <C>          <C>           <C>             <C>           <C>           <C>
Balance, December 31, 2001                      5,000,000    $     5,000   $    20,000              -    $ (  49,174)  $ (  24,174)
Capital stock issued pursuant to an initial
 public offering - at $0.01                     7,325,000          7,325        65,925              -              -        73,250
Capital stock issued to acquire subsidiary      2,979,105          2,979       186,383              -              -       189,362
Foreign currency translation adjustment                 -              -             -      (   8,034)             -     (   8,034)
Net loss for the year                                   -              -             -              -      (  21,055)    (  21,055)
                                               ----------    -----------   -----------    ------------   ----------    ------------
Balance, December 31, 2002                     15,304,105    $    15,304   $   272,308    $  (  8,034)   $  ( 70,229)  $   209,349
                                               ----------    -----------   -----------    ------------   ----------    ------------

Capital stock issued to acquire subsidiary      1,500,000          1,500       388,500              -              -       390,000
Capital stock issued to acquire trade-name      1,500,000          1,500       958,500              -              -       960,000
Capital stock issued to acquire subsidiary      1,000,000          1,000     2,739,000              -              -     2,740,000
Capital stock issued for consulting
  services provided                               120,000            120       151,080              -              -       151,200
Capital stock and warrants issued in
  private placement                               150,000            150       224,850              -              -       225,000
Warrants to purchase capital stock issued
  for consulting services provided                      -              -         7,612              -              -         7,612
Adjustment arising from unrealized
  marketable securities gain                            -              -             -         24,244              -        24,244
Foreign currency translation adjustment                 -              -             -         78,510              -        78,510
Net loss for the year                                   -              -             -              -      ( 137,307)    ( 137,307)
                                               ----------    -----------   -----------    ------------   ----------    ------------
Balance, December 31, 2003                     19,574,104    $    19,574   $ 4,741,850    $    94,720    $  (207,536)  $ 4,648,608
                                               ----------    -----------   -----------    ------------   ----------    ------------
                                               ----------    -----------   -----------    ------------   ----------    ------------
</TABLE>

                             SEE ACCOMPANYING NOTES

                                      F-8


<PAGE>


                        WIRELESS AGE COMMUNICATIONS, INC.
                        (formerly Lennoc Ventures, Inc.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002
                             (STATED IN US DOLLARS)

--------------------------------------------------------------------------------

Note 1     NATURE OF OPERATIONS

           The Company, through its 89% owned subsidiary, Wireless Age
           Communications Ltd. ("Wireless Canada") is in the business of
           operating retail cellular and telecommunications outlets in cities in
           western Canada, and through its wholly owned subsidiaries Wireless
           Source Distribution Ltd. ("Wireless Source") and Prime Wireless
           Corporation ("Prime Wireless") is in the business of distributing
           prepaid phone cards, wireless accessories and various battery and
           ancillary electronics products in Canada. Wireless Canada was
           acquired on October 8, 2002, Prime Wireless was acquired on March 13,
           2003 and Wireless Source was acquired on September 19, 2003. Prior to
           the acquisition of Wireless Canada, the Company was characterized as
           a pre-exploration stage company and had an option to purchase a
           mining lease in the State of Utah, United States of America. This
           option agreement was in default and the Company terminated the lease.
           Consequently, the Company is no longer in the mineral and exploration
           business.

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

Note 2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

           USE OF ESTIMATES

           The preparation of consolidated financial statements in conformity
           with generally accepted accounting principles requires management to
           make estimates and assumptions that effect the reported amounts of
           assets and liabilities and disclosures of contingent assets and
           liabilities at the date of the financial statements and the reported
           amounts of revenue and expenses during the period. Actual results
           will differ from these amounts.

           CONSOLIDATED FINANCIAL STATEMENTS

           The consolidated financial statements include the accounts of the
           Company, its wholly-owned inactive subsidiaries DB Sim Holdings Ltd.
           ("DB Sim") and 1588102 Ontario Inc. ("1588102 Ontario"), its wholly
           owned operating subsidiaries Wireless Source and Prime Wireless and
           its 89% owned subsidiary, Wireless Canada. DB Sim, Wireless Canada
           and Wireless Source are incorporated under the laws of the province
           of Saskatchewan, Canada and Prime Wireless and 1588102 Ontario are
           incorporated under the laws of the province of Ontario, Canada. All
           inter-company transactions have been eliminated.


                                       F-9

<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 2
--------------------------------------------------------------------------------

           INVENTORY

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

           ALLOWANCE FOR DOUBTFUL ACCOUNTS

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

           CAPITAL ASSETS

           Capital assets are recorded at cost less accumulated amortization.
           Amortization is provided over estimated useful life of the assets
           using the following annual rates:

                   Computer software                  2 years straight-line
                   Equipment under capital lease      10 years straight-line
                   Leasehold improvements             5 years straight-line
                   Office equipment                   10 years straight-line
                   Rental equipment                   30% declining balance
                   Shop tools                         10 years straight-line

           Capital assets are reviewed for impairment in accordance with
           Statement of Financial Accounting Standards ("SFAS") No. 144,
           "Accounting for the Impairment or Disposal of Long-lived Assets",
           which was adopted effective January 1, 2002. Under SFAS No. 144,
           these assets are tested for recoverability whenever events or changes
           in circumstances indicate that their carrying amounts may not be
           recoverable. An impairment charge is recognized for the amount, if
           any, which the carrying value of the asset exceeds the fair value.

           INVESTMENTS

           Investments are recorded as available for sale marketable securities
           or held to maturity investments.

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

           Held to maturity investments are recorded at amortized cost.

           ACQUISITIONS AND BUSINESS COMBINATIONS

           The Company accounts for acquisitions and business combinations under
           the purchase method of accounting. The Company includes the results
           of operations of the acquired business from the acquisition date. Net
           assets of the companies acquired are recorded at their fair value at
           the

                                       F-10


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 3
--------------------------------------------------------------------------------

           acquisition date. The excess of the purchase price over the fair
           value of net assets acquired are included in intangible assets in the
           accompanying consolidated balance sheets.

           INTANGIBLES, GOODWILL AND OTHER ASSETS

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

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

           Effective January 1, 2002, the Company adopted SFAS No 142, "Goodwill
           and Other Intangible Assets". SFAS No. 142 no longer permits the
           amortization of goodwill and indefinite-lived intangible assets.
           Instead, these assets must be reviewed annually (or more frequently
           under prescribed conditions) for impairment in accordance with this
           statement. If the carrying amount of the reporting unit's goodwill or
           indefinite-lived intangible assets exceeds the implied fair value, an
           impairment loss is recognized for an amount equal to that excess.
           Intangible assets that do not have indefinite lives are amortized
           over their useful lives. The adoption of SFAS No. 142 did not impact
           the results of operations or financial position because the Company
           had no goodwill or indefinite-lived intangible assets at December 31,
           2002 and 2001.

           FAIR VALUE OF FINANCIAL INSTRUMENTS

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


                                       F-11


<PAGE>

Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 4
--------------------------------------------------------------------------------

           INCOME TAXES

           The Company follows Statement of Financial Accounting Standards No.
           109, "Accounting for Income Taxes"("FAS 109") which requires the use
           of the asset and liability method of accounting of income taxes.
           Under the assets and liability method of FAS 109, deferred tax assets
           and liabilities are recognized for the future tax consequences
           attributable to temporary differences between the financial
           statements carrying amounts of existing assets and liabilities and
           loss carryforwards and their respective tax bases. Deferred tax
           assets and liabilities are measured using enacted tax rates expected
           to apply to taxable income in the year in which those temporary
           differences are expected to be recovered or settled.

           BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

           The Company reports loss per share in accordance with Statement
           of Financial Accounting Standards No. 128, "Earnings Per Share".
           Basic loss per share is computed using the weighted average number of
           shares outstanding during the year. Diluted earnings per share
           includes the potentially dilutive effect of outstanding common stock
           options and warrants which are convertible to common shares.

           FOREIGN CURRENCY TRANSLATION

           The functional currency of the Company is Canadian dollars, which has
           been translated into US dollars, the reporting currency, in
           accordance with Statement of Financial Accounting Standards No. 52
           "Foreign Currency Translation". Assets and liabilities are translated
           at the exchange rate at the balance sheet date and revenue and
           expenses are translated at the exchange rate at the date those
           elements are recognized. Any translation adjustments resulting are
           not included in determining net income but are included in other
           comprehensive income.

           COMPREHENSIVE INCOME

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

           REVENUE RECOGNITION

           The Company recognizes revenue from the sale of telecommunications
           equipment, accessories and other electronics products when the
           products are delivered and accepted by the customer. Activation
           commission fees earned from the telephone companies are recognized at
           the time of activation by the customer. Residual commission fees are
           recognized at the time they are received from the telephone company.
           The Company receives co-op advertising revenue from the telephone
           companies based on the requirement to spend a minimum of 60% of the
           available co-op advertising allotment. Any amount received under this
           program is deducted from advertising expense.

           ADVERTISING AND MARKETING COSTS

           The company expenses the costs of advertising and marketing as
           incurred. The Company incurred $333,176 and $101,528 of advertising
           and marketing expenses during the years ending December 31, 2003 and
           2002, respectively.

                                       F-12


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 5
--------------------------------------------------------------------------------

Note 3     RECEIVABLES
<TABLE>
<CAPTION>

                                                                    2003            2002
                                                                    ----            ----
          <S>                                                   <C>            <C>
          Accounts receivable - trade                           $   940,972    $   175,399
          Accrued receivables                                       601,012        449,032
          Insurance proceeds receivable                                   -         70,312
          Other                                                           -          3,579
          Allowance for doubtful accounts                          ( 65,440)      ( 13,738)
                                                                ------------   ------------
                                                                $ 1,476,544    $   684,584
                                                                ------------   ------------
                                                                ------------   ------------
</TABLE>

Note 4     INVESTMENTS

           Available for Sale Securities

           In 2000, the Company acquired 18,100 common shares of Globetech
           Ventures Corp. (symbol - GTVCF), an entity publicly listed on OTCBB
           stock exchange for $61,514 (CAD$79,754) cash. The market value of
           these securities declined during 2000, 2001 and the Company recorded
           a loss on these securities. In 2003, the market value improved and
           subsequent to the end of the year the Company disposed of these
           securities for net proceeds of $38,255 (CAD$49,598). At December 31,
           2003, the Company has valued these securities at $28,101 (CAD$36,431)
           based on a closing share price of $1.53 (CAD$2.0128) and accordingly
           has recorded an unrealized holding on marketable securities of
           $24,244 (CAD$31,432) in a separate component of stockholders' equity.

           Held to Maturity Investment

           On December 31, 2003, the Company acquired $1,700,000 in outstanding
           principal amount of 8% Convertible Promissory Notes of RELM Wireless
           Corporation a publicly traded entity listed on the NASD
           Over-the-Counter-Bulletin-Board for a cash payment of $1,870,000. The
           note matures on December 31, 2004 and is currently convertible into
           904,255 shares of RELM's common stock. Upon conversion the Company
           would have a 9.2% ownership position in RELM. The note is pledged as
           security against a 8% Secured Promissory Note (note 9). The Company
           currently regards this investment as a held to maturity investment
           and has recorded the investment at cost.


                                       F-13


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 6
--------------------------------------------------------------------------------

Note 5     CAPITAL ASSETS
<TABLE>
<CAPTION>

                                                          2003                         2002
                                         ------------ -------------- ------------   ------------
                                                       ACCUMULATED
                                            COST      AMORTIZATION       NET            NET
                                         ------------ -------------- ------------   ------------
          <S>                            <C>          <C>            <C>            <C>
          Computer software              $   32,757   $   23,786     $    8,971     $    8,769
          Equipment under capital lease     127,598       80,495         47,103         49,137
          Leasehold improvements            537,304      377,633        159,671        171,247
          Office equipment                  240,233      127,957        112,266         64,317
          Rental equipment                  201,637      117,561         84,076         23,459
          Shop tools                         19,181       17,847          1,334          1,535
                                         ----------   ----------     ----------     ----------
                                         $1,158,700   $  745,279     $  413,421     $  318,464
                                         ----------   ----------     ----------     ----------
                                         ----------   ----------     ----------     ----------
</TABLE>

Note 6     INTANGIBLE ASSETS AND GOODWILL
<TABLE>
<CAPTION>

                                                          2003                         2002
                                         ------------ -------------- ------------   ------------
                                                       ACCUMULATED
                                            COST      AMORTIZATION       NET            NET
                                         ------------ -------------- ------------   ------------
          <S>                            <C>          <C>            <C>            <C>
          Residual Premiums              $  811,556   $  563,414     $  248,142     $  339,212
          MTS Agency Fee                    246,816       85,614        161,202        152,577
          Midland trade-name, Vertex
          Standard distribution and
            supply agreements               284,500            -        284,500              -
          A.C. Simmonds & Sons
            trade-name, customer lists
            and relationships               288,300            -        288,300              -
          iMobile trade-name, customer                                                       -
            lists and relationships         761,000            -        761,000
          Goodwill                        2,855,597            -      2,855,597              -
                                         ----------   ----------     ----------     ----------
                                         $5,247,769   $  649,028     $4,598,741     $  491,789
                                         ----------   ----------     ----------     ----------
                                         ----------   ----------     ----------     ----------
</TABLE>


Note 7     BANK INDEBTEDNESS

           The Company's operating line of credit, to a maximum of $308,520
           (CDN$400,000) bears interest at bank prime plus 1.5% per annum. A
           general security agreement, assignment of book debts, inventory and
           directors' guarantee are pledged as security. At December 31, 2003,
           the Company was in breach of certain financial covenant ratios under
           the line of credit.


                                       F-14


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 7
--------------------------------------------------------------------------------

Note 8     ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
<TABLE>
<CAPTION>

                                                                    2003            2002
                                                                    ----            ----
          <S>                                                   <C>            <C>
          Accounts payable - trade                              $ 2,408,069    $   440,624
          Employee benefits and taxes payable                        11,102         16,870
          Vacation pay payable                                       51,779         37,549
          Profit sharing payable                                     77,130         34,187
          Accrued liabilities                                       125,030         44,062
          Other                                                       5,013         14,044
                                                                -----------    -----------
                                                                $ 2,678,123    $   587,336
                                                                -----------    -----------
                                                                -----------    -----------
</TABLE>

Note 9     LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                      2003          2002
                                                                      ----          ----
          <S>                                                     <C>            <C>
          Agency fee repayable in semi-annual payments of
           $24,681 (CDN$32,000) (principal CDN$136,320)
           including interest at 4.4% per annum, unsecured.       $    105,144   $    126,944

          Note payable in monthly payments of $6,427 (CDN$8,333)
           (principal CDN$133,333) plus interest at  bank prime
           plus 2.5% per annum secured by assets of the company        102,840              -

          Note payable, secured by common shares of Wireless
           Canada, repayable in one instalment payment of $61,704
           (CDN$80,000) on April 30, 2003 and the balance in
           monthly instalment payments of $8,672 (CDN$11,244)
           commencing June 1, 2003 including interest at 6% per
           annum (principal CDN$303,223).                              233,876        285,243

          Note payable, secured by common shares of Wireless Canada,
           non-interest bearing and repayable in monthly instalments
           of $10,945 (CDN$13,542) (principal CDN$ 80,749).             62,282        154,480

          Note payable to a director of a subsidiary of the
          Company, unsecured, non-interest bearing  and no specific
          terms of repayment (principal CDN$0).                              -         39,405

          Note payable to a company with a common director,
           unsecured, non-interest bearing and no specific
           terms of repayment (principal CDN$0).                             -         12,123

          Loan payable, unsecured, non-interest bearing and
           repayable in monthly instalments of $633 (CDN$1,000)
           (principal CDN$0).                                                -         11,712
</TABLE>

                                       F-15


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 8
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      2003          2002
                                                                      ----          ----
          <S>                                                     <C>            <C>
          Subordinated loan payable, unsecured, bearing
           interest at 12% per annum and repayable in monthly
           amounts of $6,106 (CDN$7,916) commencing May 31, 2003
           (principal CDN$134,585).                                    103,805        120,290

          Secured promissory note payable, bearing interest at
          8% per annum and due and  payable on June 30, 2004.
          (Note - 4)                                                 1,930,000              -
                                                                  ------------   ------------
                                                                     2,537,947        750,197
          Less:  current portion:                                   (2,286,862)      (333,038)
                                                                  ------------   ------------
                                                                  $    251,085   $   417,159
                                                                  ------------   ------------
                                                                  ------------   ------------
</TABLE>

           The estimated principal repayments due in each of the next four years
are as follows:
<TABLE>

                                <S>                              <C>
                                2004                             $  2,286,862
                                2005                                  208,023
                                2006                                   43,062
                                                                 ------------
                                                                 $  2,537,947
                                                                 ------------
                                                                 ------------
</TABLE>


Note 10    OBLIGATIONS UNDER CAPITAL LEASE
<TABLE>
<CAPTION>

                                                                      2003          2002
                                                                      ----          ----
          <S>                                                     <C>           <C>
          Obligation under capital lease to Teletech Financial
           Corporation in monthly payments of $1,212 including
           interest at 14.1%.  Equipment is pledged as security.  $          -  $      9,353

          Obligation under capital lease to Teletech Financial
           Corporation in monthly payments of $822 including
           interest at 15.8%.  Equipment is pledged as security.             -         7,683
                                                                  ------------  ------------

                                                                  $          -  $     17,036
                                                                  ------------  ------------
                                                                  ------------  ------------
</TABLE>

                                       F-16


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 9
--------------------------------------------------------------------------------

Note 11    DUE TO/(FROM) RELATED PARTIES
<TABLE>
<CAPTION>

                                                                      2003          2002
                                                                      ----          ----
          <S>                                                     <C>           <C>
          Amounts owing from companies with  common
           directors, unsecured, non-interest bearing with no
           specific terms of repayment.                           $(    27,347) $(     9,181)

          Amounts owing from a director of a subsidiary of the
           Company, unsecured, non-interest bearing and with no
           specific terms of repayment.                                      -  (     44,980)

          Amounts owing to a director of a subsidiary of the
           Company, unsecured, non-interest bearing and due on
           demand.                                                     101,070       130,239

                                                                  ------------  ------------
                                                                  $     73,723  $     76,078
                                                                  ------------  ------------
                                                                  ------------  ------------
</TABLE>

Note 12    CAPITAL STRUCTURE

           Capital Stock

           The Company is authorized to issue up to 100,000,000 common shares.

           Voting Rights

           The holders of shares of common stock are entitled to receive notice
           of, attend and vote at all meetings of stockholders. Each share of
           common stock carries one vote at such meetings.



                                       F-17


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 10
--------------------------------------------------------------------------------

           Warrants

           The following is a summary of warrant activity for 2003 and 2002:
<TABLE>
<CAPTION>

                                                  Number of Shares
                                                 to Purchase under
                                                      Warrants             Expiry Date

          <S>                                    <C>                 <C>
          Balance, December 31, 2001                         -
          Issued                                             -
          Exercised                                          -
                                                  ------------
          Balance, December 31, 2002                         -
                                                  ------------
          Issued                                       250,000       Between September 30,
                                                                     2005 and October 15,
                                                                     2006
          Exercised                                          -
                                                  ------------
          Balance, December 31, 2003                   250,000
                                                  ------------
                                                  ------------
</TABLE>

           Warrants outstanding at December 31, 2003 are summarized as follows:
<TABLE>
<CAPTION>

               Number             Price        Year of Issue   Vesting Period      Term

               <S>           <C>                  <C>           <C>              <C>
                100,000      $         2.00        2003          9 months(1)     2 years
                150,000                2.00        2003          Immediate       3 years
             ------------
                250,000
             ------------
             ------------
</TABLE>



           1 Vesting period is 33,333 exercisable on January 1, 2004, 66,666 on
           April 1, 2004 and 100,000 on July 1, 2004.

           Should all exercisable warrants as of December 31, 2003 be exercised,
           the total additional consideration available to the Company is
           $300,000. A maximum of 150,000 common shares would be issued.

           In 2003, warrants to purchase 150,000 common shares were issued
           pursuant to a private placement to three directors of the Company.

           Also during 2003, warrants to purchase 100,000 common shares were
           issued pursuant to a consulting agreement. Services provided under
           the agreement related to the issuance of the warrants were valued at
           $60,900 using the Black-Scholes option-pricing model with the
           following weighted average assumptions, dividend yield of 0%,
           expected volatility of 173%,


                                       F-18


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 11
--------------------------------------------------------------------------------

           risk free interest rate of 5% and expected life of 1.7 years. The
           Company is amortizing this cost over the life of the warrants and has
           expensed $7,612 as non-cash operating costs in 2003.

           Stock Options

           The Company does not have a Stock Option plan.

           1588102 Ontario Inc. Preferred Shares

           During 2003, 1588102 Ontario Inc., a wholly owned subsidiary of the
           Company, issued 1,000,000 preferred shares of 1588102 Ontario Inc. to
           a related party as part of an acquisition (note 16). The preferred
           shares are exchangeable into 1,000,000 shares (plus any declared but
           unpaid dividends) of the Company's common stock on of before
           September 19, 2008.


Note 13    COMMITMENTS

           a)  Mining Lease

               By a lease and purchase option agreement dated January 8, 2001
               and subsequently amended on February 1, 2002, the Company was
               granted the exclusive right to purchase the Sand Pass resource
               property located in Juab County of the State of Utah for
               $1,000,000. The Company paid $2,000 as minimum advance royalty
               payments along with $4,700 in exploration costs since entering
               into this lease.

               On December 31, 2002 the agreement was in default in respect to
               unpaid royalty payments. Management of the Company has decided
               not to continue exploration of the property and abandoned the
               lease.

           b)  Premise Leases

               The Company leases its premises under agreements requiring
               aggregate minimum payments over the next four years as follows:
<TABLE>

                                <S>                        <C>
                                2004                       $     236,863
                                2005                             214,234
                                2006                             154,595
                                2007                             123,510
                                                           -------------
                                                           $     729,202
                                                           -------------
                                                           -------------

</TABLE>


                                       F-19


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 12
--------------------------------------------------------------------------------

Note 14    INCOME TAXES

           The following table summarizes the significant components of the
Company's deferred tax assets:
<TABLE>
<CAPTION>
                                                                  2003              2002
                                                              ------------      ------------
          <S>                                                 <C>               <C>
          Deferred Tax Assets
            Non-capital loss carryforward                     $    110,000      $      7,768
            Capital assets - temporary timing difference           (20,000)          (11,521)
            Other assets - temporary timing difference              56,000            13,894
                                                              ------------      ------------
          Gross deferred tax assets                                146,000            10,141
          Valuation allowance for deferred tax asset              (146,000)          (10,141)
                                                              ------------      ------------
                                                              $          -      $          -
                                                              ------------      ------------
                                                              ------------      ------------
</TABLE>

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

           All balances relate to Canadian transactions.

           No current provision for income taxes has been provided in these
           financial statements due to the net loss. At December 31, 2003 the
           Company has net operating loss carryforwards, which expire commencing
           in 2021, totalling approximately $280,000, the benefit of which has
           not been recorded in the financial statements.

Note 15    RELATED PARTY TRANSACTIONS

           During the years ended December 31, 2003 and 2002, the Company
           incurred the following expenses charged by directors of the Company
           and its subsidiaries and companies with common directors:
<TABLE>
<CAPTION>

                                                                      2003          2002
                                                                      ----          ----
          <S>                                                     <C>           <C>
          Sales                                                   $     15,490  $     22,698
          Management fees                                               39,973        25,477
                                                                  ------------  ------------
                                                                  $     55,463  $     48,175
                                                                  ------------  ------------
                                                                  ------------  ------------

          Cost of goods sold                                      $    523,793  $    114,927
          Management fees                                              343,823        30,000
          Wages and benefits                                            65,184        37,440
          Travel & Meals                                                25,383             -
                                                                  ------------  ------------
                                                                  $    958,183  $    182,367
                                                                  ------------  ------------
                                                                  ------------  ------------
</TABLE>

                                       F-20


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 13
--------------------------------------------------------------------------------

           Included in accounts payable is $10,870 (2002: $14,755) owing to a
           company with a common director.

Note 16    BUSINESS ACQUISITIONS

           Wireless Age Communications Ltd.

           By agreements dated October 8, 2002, the Company acquired 89% of the
           issued and outstanding shares of Wireless Canada. A portion of this
           interest, 41% is held in DB Sim, which the Company also acquired on
           October 8, 2002. As total consideration, the Company assumed notes
           payable in the amount of $500,867 (CDN$775,000) and issued 2,979,105
           common shares of the Company valued at $189,367. These notes are
           secured by the acquired common shares of Wireless Canada. The
           consolidated financial statements include the operating results of
           Wireless Canada from the date of acquisition, October 8, 2002.

           The business combination is accounted for using the purchase method.
           The fair value of the assets and liabilities acquired are as follows:
<TABLE>

          <S>                                                                  <C>
          Current assets                                                       $ 1,070,369
          Capital assets                                                           364,062
          Residual premiums                                                        375,416
          Agency agreement                                                         160,921
                                                                               -----------
                                                                                 1,970,768
          Current liabilities                                                    1,127,668
          Long-term debt                                                            87,307
                                                                               -----------
                                                                                   755,793
          Less:  non-controlling interest                                           65,559
                                                                               -----------
          Net assets acquired at fair values                                   $   690,234
                                                                               -----------
                                                                               -----------
          Total consideration
            Notes payable                                                      $   500,867
            2,971,104 common shares                                                189,367
                                                                               -----------
                                                                               $   690,234
                                                                               -----------
                                                                               -----------
</TABLE>

           The fair value of the common shares issued was based on an
           independent appraisal of Wireless Canada. Included in the fair value
           is the total amount of $313,681, assigned to residual premiums at the
           date of acquisition. The residual premiums have a definite life and
           are being amortized over 5 years, on a straight-line basis.

           Prime Wireless Corporation

           On March 13, 2003, the Company acquired all of the issued and
           outstanding shares of Prime


                                       F-21


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 14
--------------------------------------------------------------------------------

           Wireless Corporation in exchange for 1,500,000 shares of the
           Company's common stock. The consolidated financial statements
           include the operating results of Prime Wireless from the date of
           acquisition, March 13, 2003.

           The business combination is accounted for using the purchase method.
           The fair value of the assets and liabilities acquired are as follows:
<TABLE>

          <S>                                                                  <C>
          Current assets                                                       $    14,382
          Capital assets                                                             1,131
          Intangible assets                                                        284,500
          Goodwill                                                                 111,337
                                                                               -----------
                                                                                   411,350
          Current liabilities                                                       21,350
                                                                               -----------
          Net assets acquired at fair values                                   $   390,000
                                                                               -----------
                                                                               -----------
          Total consideration
            1,500,000 common shares                                            $   390,000
                                                                               -----------
                                                                               -----------
</TABLE>

           Included in the fair value is the total amount of $395,387, of
           which $284,500 has been assigned to intangible assets and
           represents mainly customer lists, certain non-contractual customer
           and supplier relationships and the Midland trade-name in the
           context of land mobile two way radios. The Company has
           assigned $110,887 to goodwill.

           Wireless Source Distribution Ltd.

           On September 19, 2003, the Company acquired all of the issued and
           outstanding common shares of Wireless Source Distribution Ltd. from
           related parties. Wireless Source was owned 50% by an officer of
           Wireless Age Communications Ltd. and 50% by an entity solely owned by
           a director of the Company.

           The acquisition was consummated through a series of agreements. On
           September 19, 2003 the Company and a wholly owned subsidiary,
           (1588102 Ontario) entered into a Share Exchange Agreement with an
           officer of Wireless Age Communications Ltd. under which 1588102
           Ontario issued 1,000,000 preferred shares of itself to the officer
           for 50 class B common shares of Wireless Source. The preferred shares
           carry several rights but are primarily exchangeable into 1,000,000
           shares of the Company's common stock. The Company also entered into a
           Stock Purchase Agreement with an entity solely owned by a director of
           the Company under which the Company issued 1,000,000 shares of the
           Company's common stock to the entity in exchange for 50 class B
           common shares of Wireless Source.

           As total consideration the Company issued 1,000,000 shares of the
           Company's common stock and 1,000,000 preferred shares of 1588102
           Ontario valued at $2,740,000. The consolidated financial statements
           include the operating results of Wireless Source from September 1,
           2003.

                                       F-22


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 15
--------------------------------------------------------------------------------

           The business combination is accounted for using the purchase method.
           The fair value of the assets and liabilities acquired are as follows:
<TABLE>

          <S>                                                                  <C>
          Current assets                                                       $   885,869
          Capital assets                                                             9,301
          Intangible assets                                                        761,000
          Goodwill                                                               2,072,560
                                                                               -----------
                                                                                 3,728,730
          Current liabilities                                                      988,730
                                                                               -----------
          Net assets acquired at fair values                                   $ 2,740,000
                                                                               -----------
                                                                               -----------
          Total consideration
            1,000,000  common shares and 1,000,000  preferred
            shares of 1588102 Ontario Inc.                                     $ 2,740,000
                                                                               -----------
                                                                               -----------
</TABLE>


           Included in the fair value is the total amount of $2,833,560, of
           which $761,000 has been assigned to intangible assets and represents
           mainly customer lists, certain non-contractual customer and supplier
           relationships and the iMobile trade-name in Canada. The Company has
           assigned $2,072,560 to goodwill.

           A.C. Simmonds & Sons Trade-Name

           On July 2, 2003, the Company acquired all of the current lines of
           business operated by a related party (a sibling of an officer and
           director of the Company) under the tradename A.C. Simmonds & Sons in
           exchange for 1,500,000 shares of the Company's common stock. The A.C.
           Simmonds & Sons lines of business consist primarily of the sale of
           electronics products to certain customers and clients. Since July 2,
           2003, and in anticipation of the acquisition of Wireless Source, the
           Company operated the A.C. Simmonds & Sons Business through financing
           from Wireless Source, and, upon the Company's acquisition of Wireless
           Source on September 19, 2003, the A.C. Simmonds & Sons Business
           became a division of Wireless Source.

           The business combination is accounted for using the purchase method.
           The fair value of the assets and liabilities acquired are as follows:
<TABLE>

          <S>                                                                  <C>
          Intangible asset                                                     $   288,300
          Goodwill                                                                 671,700
                                                                               -----------
          Net assets acquired at fair values                                   $   960,000
                                                                               -----------
                                                                               -----------
          Total consideration
            1,500,000 common shares                                            $   960,000
                                                                               -----------
                                                                               -----------
</TABLE>


                                       F-23


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 16
--------------------------------------------------------------------------------

           The excess of the purchase price over the net assets acquired has
           been allocated to an intangible asset representing the Canadian
           battery customer lists in the amount of $288,300 and the remainder of
           $671,700 to goodwill arising from the transaction.

Note 17    ECONOMIC DEPENDENCE

           The Company's main source of income is derived from the sale of
           cellular phones and its related products and services. Its ability to
           continue viable operations is dependant upon maintaining its ability
           to act as an authorized sales agent for provincial telephone
           companies including, SaskTel (Saskatchewan) and MTS (Manitoba). The
           following amounts are recorded in accounts receivable and revenue in
           the financial statements:
<TABLE>
<CAPTION>

                                                                      2003          2002
                                                                      ----          ----
          <S>                                                    <C>           <C>
          Accounts receivable
            SaskTel                                               $    398,208  $    262,540
            MTS                                                        161,634       164,333
                                                                  ------------  ------------
                                                                  $    559,842  $    426,873
                                                                  ------------  ------------
                                                                  ------------  ------------
          Revenue
            SaskTel                                               $  2,496,172  $    473,317
            MTS                                                      1,489,117       308,371
                                                                  ------------  ------------
                                                                  $  3,985,289  $    781,688
                                                                  ------------  ------------
                                                                  ------------  ------------
</TABLE>

Note 18    SEGMENTED INFORMATION

           SFAS No. 131, "Disclosures about Segments of an Enterprise and
           Related Information," established standards for reporting information
           about operating segments in the Company's financial statements.
           Operating segments are defined as components of an enterprise about
           which separate financial information is available that is evaluated
           regularly by the chief operating decision maker, or decision making
           group, in deciding how to allocate resources and in assessing
           performance. The Company operates in two operating segments; retail
           and wholesale/distribution operations. The following table shows
           revenues, profit or loss and identifiable assets by operating
           segment:


                                       F-24


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 17
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                      2003          2002
                                                                      ----          ----
          <S>                                                    <C>           <C>
          Revenues
            Retail                                                $  7,604,776  $  1,731,948
            Wholesale                                                1,740,989  $          -
            Elimination of inter-segment revenues                      (77,196)            -
                                                                  ------------  ------------
          Consolidated revenues                                   $  9,268,569  $  1,731,948
                                                                  ------------  ------------
                                                                  ------------  ------------
          Profit or Loss
            Retail                                                $    669,264  $     49,730
            Wholesale                                                 (117,869)            -
          Unallocated amounts:
            Corporate costs (including  related party management
              fees)                                                   (704,743)      (72,976)
            Non-controlling interest                                    16,041         2,191
                                                                  ------------  ------------
          Consolidated loss                                       $   (137,307) $    (21,055)
                                                                  ------------  ------------
                                                                  ------------  ------------
          Assets
            Retail                                                $  2,566,450  $  1,708,658
            Wholesale                                                  899,246             -
            Retail intangible assets                                   409,344             -
            Wholesale intangible assets                              4,189,397             -
            Unallocated corporate assets                             1,987,149       298,334
                                                                  ------------  ------------
          Consolidated assets                                     $ 10,051,586  $  2,006,992
                                                                  ------------  ------------
                                                                  ------------  ------------
</TABLE>

Note 19    NEW ACCOUNTING STANDARDS

           Management does not believe that any recently issued, but not yet
           effective accounting standards if currently adopted could have a
           material effect on the accompanying financial statements.

Note 20    SUBSEQUENT EVENTS

           Disposal of Marketable Securities

           On January 16, 2004, the Company disposed of 18,100 shares of
           Globetech Ventures Corp. (symbol - GTVCF) for net proceeds of $38,255
           (CAD$49,598) and recorded a gain on marketable securities of $10,154
           (CAD$13,166).

           Acquisition of Additional RELM Promissory Notes

           On February 5, 2004, the Company acquired an additional $550,000 in
           outstanding principal of 8% Convertible Subordinated Promissory Notes
           of RELM Wireless Corporation (Note 4). The


                                       F-25


<PAGE>


Wireless Age Communications, Inc.
(formerly Lennoc Ventures, Inc.)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
(STATED IN US DOLLARS) - Page 18
--------------------------------------------------------------------------------

           notes mature on December 31, 2004 and together with the $1,700,000
           note acquired on December 31, 2003 are convertible into 1,196,808
           common shares of RELM which would represent an 11.7% ownership
           position in RELM. The additional notes have been pledged as
           security for an 8% Secured Promissory Note Payable (Note 9).

           Increase in Secured Promissory Note Payable

           On January 21, 2004, the Company borrowed an additional $400,000
           under an 8% Secured Promissory Note for working capital purposes. The
           note was initially drawn in the amount of $1,930,000 on December 31,
           2003 and was increased to $2,330,000.

Note 21    PROFORMA INFORMATION

           The Company's historical statements of operations include the results
           of Prime Wireless and Wireless Source (including the A.C. Simmonds
           operating division) subsequent to the acquisition dates of March 13,
           2003 and September 19, 2003, respectively. In addition the financial
           statements include the acquisition of the RELM 8% subordinated
           promissory note on December 31, 2003. The following unaudited pro
           forma financial information for the year ended December 31, 2003
           presents the consolidated results of the Company as if the
           acquisitions of Prime Wireless Wireless Source and the RELM note had
           occurred at the beginning of 2002. This unaudited pro forma
           information for the year ended December 31, 2003 is not intended to
           be indicative of future operating results.
<TABLE>
<CAPTION>

                                                                      2003          2002
                                                                      ----          ----
          <S>                                                    <C>           <C>
            Revenues                                              $ 11,852,558  $  7,056,327
                                                                  ------------  ------------

            Net loss                                              $   (190,762) $     16,384
                                                                  ------------  ------------
                                                                  ------------  ------------
          Loss per share:
            Basic loss per share                                  $      (0.01) $       0.00
            Fully diluted loss per share                          $      (0.01) $       0.00
</TABLE>

                                      F-26


<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

On February 5, 2004, the Company dismissed Amisano Hanson, Chartered
Accountants, ("Amisano Hanson") as its principal accountants. Such action had
been previously approved by the Company's Board of Directors. Amisano Hanson's
report on the financial statements of the Company for the past year did not
contain an adverse opinion or disclaimer of opinion, and were not modified as to
audit scope or accounting principles. From the time of Amisano Hanson's
appointment as the Company's auditors on January 22, 2001, through the date of
this report, there has been no disagreements with Amisano Hanson on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Amisano Hanson, would have caused it to make reference to the
subject matter of the disagreements in connection with its report. During the
two most recent fiscal years and through the date of this report there have been
no reportable events.

On February 5, 2004, the Company retained Mintz & Partners LLP of Toronto,
Ontario, Canada, as the Company's independent accountants to conduct an audit of
the Company's financial statements for the fiscal year ended December 31, 2003.
This action was previously approved by the Company's Board of Directors.

                                     Page 14


<PAGE>

                                    PART III

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

Information required by this Item will be set forth in either (i) the Company's
definitive proxy statement for the 2004 Annual Meeting of Stockholders, or (ii)
an amendment to this Report on Form 10-KSB/A, which in either case will be filed
with the Securities and Exchange Commission not later than 120 days after
December 31, 2003, and which information is incorporated herein by reference.


ITEM 10.  EXECUTIVE COMPENSATION.

Information required by this Item will be set forth in either (i) the Company's
definitive proxy statement for the 2004 Annual Meeting of Stockholders, or (ii)
an amendment to this Report on Form 10-KSB/A, which in either case will be filed
with the Securities and Exchange Commission not later than 120 days after
December 31, 2003, and which information is incorporated herein by reference.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information required by this Item will be set forth in either (i) the Company's
definitive proxy statement for the 2004 Annual Meeting of Stockholders, or (ii)
an amendment to this Report on Form 10-KSB/A, which in either case will be filed
with the Securities and Exchange Commission not later than 120 days after
December 31, 2003, and which information is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this Item will be set forth in either (i) the Company's
definitive proxy statement for the 2004 Annual Meeting of Stockholders, or (ii)
an amendment to this Report on Form 10-KSB/A, which in either case will be filed
with the Securities and Exchange Commission not later than 120 days after
December 31, 2003, and which information is incorporated herein by reference.

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K.

   (a) Exhibits.

<TABLE>
<CAPTION>
        EXHIBIT NO.          DESCRIPTION
        -----------          -----------
        <S>                  <C>
        Exhibit 3.1          Certificate of incorporation, as amended to
                             date, incorporated by reference to the exhibits of
                             the Company's Form SB-2 filed 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 on February 26, 2001.

        Exhibit 10.1         Stock Purchase Agreement dated October 8, 2002
                             by and between Robert Sim and the Registrant,
                             incorporated by reference to the exhibits of the
                             Company's Form 8-K filed 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,
                             incorporated by reference to the exhibits of the
                             Company's Form 8-K filed on November 14, 2002.
</TABLE>

                                     Page 15


<PAGE>

<TABLE>
<CAPTION>
        <S>                  <C>
        Exhibit 10.3         Purchase and Sale Agreement by and between the
                             Registrant and Pivotal Self-Service Technologies
                             Inc. dated March 13, 2003, incorporated by
                             reference to the exhibits of the Company's Form
                             10-QSB filed on May 15, 2003.

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

        Exhibit 10.5         Share Exchange Agreement by and between the
                             Registrant and Dallas L. Robinson dated September
                             19, 2003, incorporated by reference to the exhibits
                             of the Company's Form 8-K filed 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 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 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 on January 15, 2004.

        Exhibit 10.9         Note Purchase and Security Agreement by and between
                             the Registrant and Stacey Minichiello dated
                             December 31, 2003. *

        Exhibit 99.1         Certification pursuant to 18 U.S.C. Section 1350,
                             as adopted pursuant to Section 906 of the
                             Sarbanes-Oxley Act of 2002. *
</TABLE>

        * Filed herewith.

(b)     Reports on Form 8-K

                             Form 8-K filed on January 2, 2003 with respect to
                             the Acquisition of Wireless Age Communications
                             Ltd., change in name and resignation of a director.

                             Form 8-K filed on April 2, 2003 with respect to the
                             acquisition of Prime Wireless Corporation and
                             appointment of a director.

                             Form 8-K/A filed on May 12, 2003 with respect to
                             proforma financial information on acquisition of
                             Wireless Age Communications Ltd.

                             Form 8-K filed on October 22, 2003 with respect to
                             acquisition of Wireless Source Distribution Ltd.
                             and A.C. Simmonds trade-name.


                                     Page 16


<PAGE>

                             Form 8-K/A filed on December 3, 2003 with respect
                             to audited financial statements and proforma
                             financial information on acquisition of Wireless
                             Source Distribution Ltd.

                             Form 8-K filed December 18, 2003 with respect to
                             acquisition of RELM Wireless Corporation
                             Convertible Note.



                                     Page 17


<PAGE>


                                   SIGNATURES

        In accordance with sections 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized individual.

   Date:  March 30, 2004
                           WIRELESS AGE COMMUNICATIONS, INC.

                      By:

                           /s/ John G. Simmonds
                           ----------------------------------------------------
                                JOHN G. SIMMONDS,  CEO



        In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>

             NAME                              TITLE                        DATE
             ----                              -----                        ----
<S>                                 <C>                                <C>
/s/ John G. Simmonds

--------------------------------
     JOHN G. SIMMONDS                  Chairman/CEO/Director           March 30, 2004
                                   (principal executive officer)


/s/ Brian Usher-Jones

--------------------------------
     BRIAN USHER-JONES                        Director                 March 30, 2004


/s/ Kenneth Adelberg

--------------------------------
     KENNETH ADELBERG                         Director                 March 30, 2004


/s/ Gary N. Hokkanen

--------------------------------
     GARY N. HOKKANEN                           CFO                    March 30, 2004
                                   (principal accounting officer)

</TABLE>

                                     Page 18


<PAGE>


                    PRINCIPAL EXECUTIVE OFFICER CERTIFICATION


I, John G. Simmonds, certify that:


1.   I have reviewed this annual report on Form 10-KSB of Wireless Age
     Communications, Inc.;

2.   Based on my knowledge this annual report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statement made, in light of the circumstances under which
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in the Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

     (a)  Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  Presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date.

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     (a)  All significant deficiencies in the design or operations of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  March 30, 2004                  By:         /s/ JOHN G. SIMMONDS
                                                   ----------------------------
                                                   John G. Simmonds
                                                   Principal Executive Officer


                                     Page 19

<PAGE>

                    PRINCIPAL FINANCIAL OFFICER CERTIFICATION


I, Gary N. Hokkanen, certify that:


1.   I have reviewed this annual report on Form 10-KSB of Wireless Age
     Communications, Inc.;

2.   Based on my knowledge this Annual report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statement made, in light of the circumstances under which
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in the Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

     (a)  Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  Presented in this Annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date.

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     (a)  All significant deficiencies in the design or operations of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  March 30, 2004                    By:       /s/ GARY N. HOKKANEN
                                                   ----------------------------
                                                   Gary N. Hokkanen
                                                   Principal Financial Officer


                                     Page 20