UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                   FORM 10-KSB

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

      For the fiscal year ended December 31, 2004

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

      For the transition period from __________to____________

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

 For fiscal year ending December 31, 2004         Commission File No. 001-31338

                        Wireless Age Communications, Inc.
               (Exact name of registrant as specified in charter)

                              Lennoc Ventures, Inc.
                          (Former name, if applicable)

<TABLE>
<S>                                                        <C>
                        Nevada                                              98-0336674
   (State or other jurisdiction of incorporation or            (I.R.S. Employer Identification No.)
                     organization)

                   765 15th Sideroad                                       905-773-3529
          King City, Ontario, Canada, L7B 1K5              (Registrant's Telephone No. incl. area code)
       (Address of Principal Executive Offices)

           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:
</TABLE>

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 |_|

<PAGE>

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-KSB |_|.

The issuer's revenues for the fiscal year ended December 31, 2004 were
$15,209,161.

Based on the closing price on March 18, 2005 of $0.47 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 $11,042,578.

As of March 28, 2005, the number of shares outstanding of the registrant's
Common Stock was 28,381,046 shares.

Indicate by check mark whether the Company is using the Transitional Small
Business Disclosure Format.

Indicate by check mark whether the Company is an accelerated filer (as defined
in Rule 12b-2 of the Act) Yes |_| No |X|

                       DOCUMENTS INCORPORATED BY REFERENCE

The following document is incorporated by reference into Part III of the Annual
Report on Form 10-KSB: Definitive Proxy Statement for the issuer's 2005 Annual
Meeting of Stockholders.


                                       2
<PAGE>

                                     Part I

Item 1. Description of Business.

Development of business

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

Our business operations focuses on providing products, services and solutions
related to the wireless telecommunications industry to wholesalers,
distributors, retailers and end-users in Canada. Our current stable of products
and services include data devices, phones and accessories, land mobile radios,
scanners and GPS receivers, power and battery supplies. We operate 10 retail
stores, a corporate sales force, a rental center and service department focused
on selling wireless solutions. We have significant business relationships with
SaskTel, the leading full service communications company in Saskatchewan, and
Manitoba Telecom Services, a full service communications company in Manitoba,
Canada. Our presence in the cellular, land mobile radio, satellite, fixed
wireless and battery solutions markets allow us to bundle a full spectrum of
products at the distributor, wholesaler and retail level across Canada. We
conduct our business through the following subsidiaries:

      o     Marlon Distributors Ltd.

      o     Prime Wireless Corporation

      o     Prime Battery Products Limited

      o     Wireless Source Distribution Ltd.

      o     Wireless Age Communications Ltd. (94% ownership)

      o     DB Sim Holdings Ltd.

      o     1588102 Ontario Inc.

Our Subsidiaries conduct the following business operations:

      o     Wireless Age Communications Ltd. is in the business of operating 10
            retail cellular and telecommunications stores located in Western
            Canada.

      o     Wireless Source Distributions Ltd. has two operating divisions; (1)
            iMobile which distributes prepaid cellular phone cards in
            Saskatchewan and various cellular and land mobile radio accessories
            in Canada, and (2) A.C. Simmonds & Sons which distributes battery
            and flashlight products in Canada.

      o     Prime Wireless Corporation is the Exclusive Representative of Vertex
            Standard U.S.A. Inc. in Canada. Vertex Standard manufactures land
            mobile radio products and accessories. Prime Wireless Corporation
            earns sales commissions from direct shipment from Vertex Standard in
            the United States of America to Canadian wholesale and retail
            distributors. Prime Wireless is also in the business of distributing
            prepaid phone cards, wireless accessories and various battery and
            ancillary electronics products in Canada.

      o     Prime Battery Products Limited is the master
            distributor/representative of Shenzhen Konnoc Battery Industrial Co.
            Ltd. in Canada and the United States. Prime Battery Products Limited
            distributes battery and flashlight products in North America and
            also earns royalties from battery sales by A.C. Simmonds & Sons
            division of Wireless Source Distribution Ltd.

      o     Marlon Distributors Ltd. purchases and distributes wireless products
            including antennas, closed circuit television systems and mobile
            radios.


                                       3
<PAGE>

      o     Our subsidiary DB Sim Holdings Ltd. is inactive and has no revenues
            or expenses

      o     Our subsidiary 1588102 Ontario Inc. is a special purpose
            administrative subsidiary and has no operating business.

Acquisitions

We acquired Wireless Age Communications Ltd. on October 8, 2002, Prime Wireless
Corporation on March 13, 2003, Wireless Source Distribution Ltd. on September
19, 2003, Marlon Distributors Ltd. on July 30, 2004 and Prime Battery Products
Limited on September 16, 2004.

Employees

At the end of 2004, the Company employed approximately 80 full and part-time
employees in the operations. The Company considers the employee relationships to
be good. There are no collective bargaining agreements covering any of the
employees and the Company has not experienced a strike or work stoppage.

Financial information segments

During 2004, the Company operated two reportable segments: Retail and Wholesale.
The Retail segment is comprised of the operations of Wireless Age Communications
Ltd. These operations are made up of 10 retail stores that sell wireless phones,
data devices and accessories to the public. The Wholesale segment is comprised
of the operations of Prime Wireless Corporation, Prime Battery Products Limited,
Wireless Source Distribution Ltd. and Marlon Distributors Ltd.


                                       4
<PAGE>

Customers

During fiscal 2004 we had in excess of 25,000 retail customers. The Company does
not have a significant concentration of sales with any individual customer and,
therefore, the loss of one of these customers would not have a material impact
on our business. However, the activation commissions and residuals revenue
earned from SaskTel and Manitoba Bell Telephone made up 25% of the retail
segment sales. If either of these agreements were terminated it may have a
significant effect on the retail business. For the wholesale segment no single
customer made up more then 10% or more of the wholesale sales and therefore the
loss of any one customer would not have a significant effect on the wholesale
business.

Research and development

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

Environmental matters

The Company is not aware of any federal, state or local provisions which have
been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, that
will materially effect out net earnings or competitive position, or result in
material capital expenditures. However, we cannot predict with certainty the
potential effect on our operations of possible future environmental legislation
or regulations. During 2004, there were no material capital expenditures for
environmental control facilities and no such material expenditures are
anticipated.

Competition

The wireless industry is highly competitive. In the retail segment our stores
compete against other consumer electronics retailers, independent dealers, and
other public telephone companies in addition to a growing number of internet
based alternatives. We compete principally on the basis of customer service;
installation and support services; product assortment and availability. We
believe that our retail stores differentiate us from our competitors by
positioning the Company to be the destination for new technology and services.
In the wholesale segment it is our product sourcing abilities, customer service,
experienced sales staff and name brand products that provide the competitive
advantage.

Suppliers

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

Intellectual Property

The Company believes that it owns valuable intellectual property including the
trade names AC Simmonds & Sons, iMobile and Midland, supplier agreements and
distribution agreements. The Company believes that the intellectual property has
significant value and is an important factor in the marketing of the Company.
The Company is not aware of any facts that could negatively impact our
continuing use of any of our intellectual property. In accordance with the
accounting principles generally accepted in the United States (GAAP), our
balance sheets only include the cost of acquired intellectual property.

Recent Developments:

Acquisition of Marlon Distributors Ltd.

On July 30, 2004, the Company closed an agreement whereby it acquired all the
issued and outstanding common shares of Marlon Distributors Ltd. in exchange for
1,325,000 shares of the Company's common stock. Marlon Distributors Ltd.
purchases and distributes wireless products including antenna, closed circuit
television systems and mobile radios.

Acquisition of Prime Battery Products Limited


                                       5
<PAGE>

On September 16, 2004, the Company acquired all of the issued and outstanding
common shares of Prime Battery Products Limited and other net assets valued at
$225,600 in exchange for 700,000 shares of the Company's common stock. Prime
Battery is the master distributor/representative of Shenzhen Konnoc Battery
Industrial Co. Ltd. in Canada and the United States. Prime Battery Products
Limited distributes battery and flashlight products in North America and also
earns royalties from battery sales by A.C. Simmonds & Sons division of Wireless
Source Distribution Ltd.

Acquisition/disposition of RELM Wireless 8% Convertible Subordinated Promissory
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.

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.

On December 31, 2004 the Company received $2,250,000 in cash from RELM Wireless
representing the repayment of the notes.

Sale of Marlon Recreational Products Ltd.

On September 30, 2004 the Company completed the sale of Marlon Recreational
Products Ltd. to a group of former shareholders of Marlon Distributors Ltd.

Marlon Recreational was a wholly-owned subsidiary of Marlon Distributors, which
the Company acquired on July 30, 2004. Pursuant to the terms of the transaction,
our subsidiary Marlon Distributors, received total consideration of $335,000
(CAD$425,000), consisting of $177,000 (CAD$225,000) cash at closing and a short
term note receivable of $158,000 (CAD$200,000).

RELM Wireless Corporation Proposal

On July 16, 2004, the Company delivered a letter to the Board of Directors of
RELM Wireless Corporation ("RELM Wireless") indicating that we were prepared to
acquire RELM Wireless. On December 29, 2004 we issued a public statement
reflecting our determination to terminate the proposal.

Placement Agreement and Amendment to Note Purchase and Security Agreement

On December 31, 2003 the Company borrowed $1,930,000 from Stacey Minichiello and
entered into a Note Purchase and Security Agreement (the "Minichiello Note").
The purpose of the loan was to acquire $1,700,000 of RELM Wireless Corporation
subordinated promissory notes. On January 21, 2004, the Company borrowed an
additional $400,000 from Stacey Minichiello under the same agreement. These
funds were used for general corporate purposes. The loans were originally due
and payable on June 30, 2004, however the Company agreed with Stacey Minichiello
under an amendment to the promissory notes to extend the repayment date to
September 30, 2004. As part of the loan amendment transaction, the Company
entered into a Placement Agreement with Robert Sim, Rosemary Sim and 101016305
Saskatchewan Ltd. (collectively, the "Sellers") pursuant to which the Company
undertook to make a private placement of 500,000 of the Sellers' common shares
prior to July 15, 2004. The Company executed and closed the private placement
and the loan repayment date was extended to September 30, 2004. On September 30,
2004, the Company again undertook to make a private placement of a further
500,000 of the Seller's common shares prior to October 22, 2004. The Company
executed and closed the private placement and the loan repayment date was
extended to December 31, 2004. The loans were repaid in full by the Company as
of the due date.


                                       6
<PAGE>

SureCells Sub-License Agreement

On August 1, 2004, the Company sub-licensed a newly formed entity called
SureCells Portable Power Ltd. (SureCells Power) the North American market for
the development and distribution of SureCells brand batteries and flashlights.
SureCells' primary channel to market is to distribute battery packages through
fund raising ventures with schools, churches or children's sports teams. These
fund raising ventures have historically distributed cookies, candy and other
consumable products. SureCells distributes the battery packages to the fund
raising ventures at a profit and the venture in turn distributes the packages
directly to consumers at an additional profit. SureCells also is attempting to
develop other private label battery initiatives through other wholesale
distribution channels its ownership group has utilized in the past. These could
be Shenzhen Konnoc batteries manufactured with existing retailer labeling. Under
the terms of the Agreement, which initially expires on December 31, 2005 but is
renewable for a subsequent one year term, SureCells acquires batteries either;
(a) directly from the Company at a 7% markup over cost or, (b) directly from
Shenzhen Konnoc, under the supply agreement Prime Battery Products Limited is a
party to. Under the latter, SureCells is obligated to pay the Company directly
the 7% royalty. In addition, SureCells Power agreed to acquire substantially all
of the existing battery inventory at landed cost plus 7% and all customer lists,
marketing materials, booths and displays.

Proposed Acquisition of Knowlton Pass Inc.

On July 26, 2004, the Company entered into an agreement with Knowlton Pass
Electronics Inc. (Knowlton Pass) that is developing a technology which optimizes
bandwidth utilization making a greater number of signals available across
wireless communications networks. Pursuant to the agreement the Company agreed
to fund the development of the Knowlton Pass business plan by way of a loan
through draws of no more than $80,000 (CAD$100,000) per month. As part of the
agreement the Company has the option (but not the obligation) to acquire all of
the issued and outstanding Knowlton Pass common shares between September 1, 2004
and January 2, 2005 in exchange for 540,000 shares of our common stock. On
January 2, 2005, both parties mutually agreed by verbal consent to extend the
expiration date of the option, on the same terms and conditions as the original
option, until the close of business January 31, 2005. On January 31, 2005, both
parties again agreed to extend the expiration date of the option to March 31,
2005. On March 30, 2005 Knowlton Pass and the Company mutually agreed to a
further extension of the expiration date of the option to April 15, 2005.

Termination of Proposed Acquisition of Westcan Wireless, Allcan Electronic
Distributors and its Investment in Bluewave Antenna Systems Ltd.

On April 5, 2004 the Company entered into a letter of intent to acquire a
Canadian company known as 479645 Alberta Ltd., including its operating divisions
Westcan Wireless and Allcan Electronic Distributors and its 80% investment in
Bluewave Antenna Systems Ltd.

The original letter of intent contemplated closing on July 6, 2004, however
prior to completion of due diligence and closing, a secured lender of 479645
Alberta Ltd. informed the Company that if the transaction proceeded they would
have to be repaid in full. The Company was unwilling to proceed on this basis
and did not close the acquisition of 479645 Alberta Ltd. However, the Company
and the seller mutually agreed to extend consideration of the proposed
transaction while the Company continued its due diligence and coordinated
possible replacement financing. On March 10, 2005, the Board of Directors of the
Company determined that the acquisition of 479645 Alberta Ltd. would not be in
the best interests of the Company and determined not to proceed with the
transaction.

Acquisition of mmwave Technologies Inc.

On March 4, 2005 the Company completed the acquisition of all of the issued and
outstanding shares of mmwave Technologies Inc., ("mmwave").

mmwave is a distributor, systems integrator and representative of wireless,
microwave and fibre optic components, test systems and subsystems. mmwave
provides a range of technical solutions to the Canadian and select international
markets - primarily in the manufacturing and service provider segments of the
communications industry. mmwave is a recognized leader in the community
broadband industry in Canada and is a member of the WiMax forum, as well as a


                                       7
<PAGE>

very active member of the Canadian Wireless Telecommunications Association.

Concurrent with the acquisition, Mr. Brad Poulos, former President of mmwave was
appointed to the newly created position of President of Wireless Age
Communications, reporting to Mr. John Simmonds, Chief Executive Officer. Mr.
Glenn Poulos, who founded mmwave in 1991 and served as its president until 1998,
has returned to resume the presidency of mmwave. Mr. Brad Poulos has also been
appointed to the Company's Board of Directors.

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

Item 2. Description of Property.

The executive offices of Wireless Age are located at 765 15th Sideroad, King
City, Ontario, Canada, L7B 1K5 (tel. 905-773-3529, fax 905-773-1241). The
executive offices, consisting of approximately 1,500 square feet, are rented on
a month to month basis from King Stables which is solely owned by John G.
Simmonds the Company's Chief Executive Officer. The Board of Directors of the
Company determined that notwithstanding the related party nature of the
transaction that the terms and conditions of the rent are fair and reasonable to
Wireless Age compared to other reasonable office solutions for the Company.
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. 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
     765 15th Sideroad, King City, Ontario             2,500           Leased           March 2006

     Retail:
     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>


                                       8
<PAGE>

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

Item 3. Legal Proceedings.

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

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

No matters were submitted to a vote of security holders during the fourth
quarter 2004.


                                       9
<PAGE>

                                     PART II

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

Market Information

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

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

            ------------------------------------------------------
            Quarter Ended                    High         Low
            ------------------------------------------------------
            March 31, 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
            ------------------------------------------------------
            March 31, 2004                   $3.48       $1.49
            ------------------------------------------------------
            June 30, 2004                    $1.72       $1.35
            ------------------------------------------------------
            September 30, 2004               $1.67       $0.79
            ------------------------------------------------------
            December 31, 2004                $0.91       $0.58
            ------------------------------------------------------

Shareholders

As of December 31, 2004, the Company had approximately 1,300 shareholders of
record.

Dividends

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

2004 Equity Securities Issuances

      On February 5, 2004, the Company issued shares of its common stock in
consideration for acquisition of RELM Wireless Corporation 8% Subordinated
Promissory Notes (the "Notes") from each of the following holders of such Notes:

                                                  Common
                                   Amount         Shares
Seller                            of Notes        Issued
------                            --------        ------

Russell Scott Henderson           $100,000        75,000
Moisha Schwimmer                   100,000        75,000
1500450 Ontario Limited            200,000       150,000
Stuart McGregor                     50,000        37,500
Stephen Dulmage                     50,000        37,500
Brian Usher-Jones                   50,000        37,500
                                  --------      --------

Total                             $550,000       412,500


                                       10
<PAGE>

      Each of the Notes was acquired by the Company solely in exchange for
shares of Company common stock. No cash or other consideration was paid to the
sellers of the Notes in such transaction. Each of the sellers was granted
limited registration rights with respect to the shares issued in the
transaction. The transaction was privately negotiated between the Company and
the other parties. The issuance of the foregoing securities by the Company was a
private transaction made in reliance on Section 4(2) of the Securities Act. A
registration statement was declared effective by the U.S. Securities and
Exchange Commission on July 15, 2004 with respect to 387,500 such shares. The
Company did not receive any of the proceeds from the sale of such shares by the
respective selling shareholders among whom are certain sellers of the Notes.

      On March 29, 2004, the Company issued 125,000 shares of its common stock
to Redwood Consulting Services LLC for financial consulting services provided
over a 6 month period beginning on March 29, 2004. Such services were valued by
the Company at $125,625. The transaction was privately negotiated between the
Company and Redwood Consulting Services LLC. The issuance of the foregoing
securities by the Company was a private transaction made in reliance on Section
4(2) of the Securities Act.

      On July 30, 2004, the Company issued 1,325,000 shares of its common stock
for all the issued and outstanding common shares of Marlon Distributors Ltd. The
Company also issued 150,563 shares of its common stock to repay CAD$245,716 of
shareholder loans made by the former shareholders of Marlon Distributors to
Marlon Distributors. Pursuant to the terms of the purchase and sale agreement
the Company undertook to file a registration statement with the SEC registering
50% of the common shares issued to acquire Marlon Distributors and all of the
common shares issued to repay shareholder loans. The transaction was privately
negotiated between the Company and the Marlon shareholders. The issuance of the
foregoing securities by the Company was a private transaction made in reliance
on Section 4(2) of the Securities Act.

      On October 27, 2004 the Company issued to eight former minority
stockholders of the Company's subsidiary, Wireless Age Communications, Ltd.
("Wireless Canada"), an aggregate of 10,528 shares of Company common stock in
exchange for the 4,700 shares of the subsidiary common stock. The issuance of
the foregoing securities by the Company was made pursuant to the exemption from
registration provided by Regulation S promulgated under the Securities Act.

No stock repurchases were made during 2004.

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 completed two acquisitions during 2004 and one additional acquisition in
the first quarter of 2005.

The completed acquisitions in 2004 were as follows:

Marlon Distributors Ltd.

On July 30, 2004, the Company closed an agreement whereby it acquired all the
issued and outstanding common shares of Marlon Distributors Ltd. in exchange for
1,325,000 shares of the Company's common stock. Marlon Distributors Ltd.
purchases and distributes wireless products including antenna, closed circuit
television systems and mobile radios.


                                       11
<PAGE>

Prime Battery Products Limited

On September 16, 2004, the Company acquired all of the issued and outstanding
common shares of Prime Battery Products Limited and other net assets valued at
$225,600 in exchange for 700,000 shares of the Company's common stock. Prime
Battery is the master distributor/representative of Shenzhen Konnoc Battery
Industrial Co. Ltd. in Canada and the United States. Prime Battery Products
Limited distributes battery and flashlight products in North America and also
earns royalties from battery sales by A.C. Simmonds & Sons division of Wireless
Source Distribution Ltd.

Separate from these acquisitions the Company operates a successful chain of
Wireless Retail stores in Western Canada through its 94% owned subsidiary
Wireless Age Communications Ltd.

Results of Operations

Twelve months ended December 31, 2004 and 2003

The Company recorded a net loss of $2,043,372 during the twelve month period
ended December 31, 2004 compared to a net loss of $137,307 in the comparative
period a year ago. This increase in loss is a direct result of certain one-time
events triggered in 2004 including a $179,635 loss due to a terminated
acquisition, a $138,372 net loss reported on the disposition of investments and
a $1,216,146 write down of the intangible assets. Overall, the net loss from
operations for the period ended December 31, 2004 was $56,894 compared to net
income $241,147 net loss for the same period last year.

Revenues - Consolidated

Revenues during the twelve month period ended December 31, 2004 were $15,209,161
compared to $9,268,569 during the twelve month period ended December 31, 2003.
This trend is the result of increased business and sales activity in both the
retail and the wholesale segments.

Revenues - Retail segment

Revenues of the Retail segment were $8,753,521 for the period ended December 31,
2004 compared to $7,604,776 for the same period ended December 31, 2003. The
Retail revenues are generated from 10 retail stores in Regina, Saskatoon and
Winnipeg, Canada. This is the direct result of a combined increase in sales of
cellular hardware and an increase in the activation commission and residuals.

Revenues of Retail business during the year ended December 31, 2004 and 2003 can
be broken down into the following subcategories:

                                                    2004         2003
                                                    ----         ----
      Cellular hardware, radios and accessories   $5,905,295   $5,197,917
      Activation Commissions and Residuals         2,609,134    2,156,747
      Equipment Rentals                              239,092      250,112
                                                  -----------------------
      Total Revenue                               $8,753,521   $7,604,776

Cellular hardware, radios and accessories sales are transaction based sales in
the Company's retail stores. Activation commissions are earned when a customer
enters one of our retails stores and contracts on a multi year basis with one of
our carriers (SaskTel Mobility in the case of the province of Saskatchewan and
Manitoba Telecom Service in the case of the province of Manitoba). The Company
also receives residual payments from the carriers based on the cell phone usage
of the client. Equipment rental revenue is generated when clients wish to rent
two-way radios rather than purchasing.

Management believes that retail sales of cellular hardware will be stable and
actually continue to rise as the acceptance and availability of wireless
technology continues to grow and as a portion of the current subscribers upgrade
their hardware. Management also believes that the Company will increase the
activation commission and residual revenues as they continue to sign-up
subscribers.

Revenues - Wholesale segment

Revenues of the Wholesale segment were $6,693,755 for the period ended December
31, 2004 compared to $1,663,793 for the same period ended December 31, 2003.
These revenues 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.


                                       12
<PAGE>

Revenues related to the sale of prepaid cellular cards and accessories totaled
$6,059,428, battery sales and other ancillary products totaled $481,840 and
two-way radio commissions were $152,487.

The Company plans to aggressively grow the Wholesale business over the next few
years by strengthening it's relationship with vendors and by providing a strong
line-up of high quality wireless products to valued customers.

Gross profit - Consolidated

Gross profit during the twelve month period ended December 31, 2004 was
$5,015,795 compared to $3,857,497 in the comparative period in 2003. Gross
profit as a percentage of sales was 33.2% in 2004 and 41.6% in 2003. As the
Wholesale businesses become a larger proportion of the overall business, the
Company expects that gross profit as a percentage of revenue will decline.
Wholesale business gross profits are generally less than the Retail business
gross profits. Retail gross profits are higher because they are affected by
residual payments received from carriers that do not have a direct cost of sale.

Total expenses during the twelve month period ended December 31, 2004 were
$5,072,684 compared to $3,616,350 during the twelve month period ended December
31, 2003. Total expenses of the Company are expected to rise over the next few
years as planned acquisitions take shape and additional infrastructure is
required to faciliatate the anticipated growth of the Company. The bulk of the
incremental costs are expected to be professional fees and employment costs of
additional employees. In addition as the Company's sales increase the selling
and administrative expenses are expected to rise proportionately.

Selling and administrative expenses, during the twelve month period ended
December 31, 2004 are as follows:

                                                      2004           2003
                                                      ----           ----
      Advertising & Promotion                        268,304       333,176
      Bad debts                                       91,230        60,803

      Corporate fees                                 403,858       180,192
      Insurance, licenses and taxes                   72,443        29,442
      Management fees                                430,592       318,857
      Office & general                               247,322       142,073
      Professional fees                              330,632       294,214
      Occupancy                                      378,609       339,174

      Communications                                 120,255        86,405
      Travel & Entertainment                         299,852       188,453
      Wages & Benefits                             2,429,592     1,643,559
                                                  ------------------------
      Total                                        5,072,689     3,616,350

Wages and benefits increased from $1,643,559 during the year ended December 31,
2003 to $2,429,592 during the year ended December 31, 2004. This is a result of
an increase in management positions and employees. In addition the Company
accrued the severance package for a departing president valued at $51,000 at
yearend.

Corporate fees increased substantially in comparison to other costs during 2004,
reflecting the significant costs of maintaining a public listing, and
disseminating information about the Company.

Amortization expense during the twelve month period ended December 31, 2004 was
$239,312 compared to $249,223 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 and the amortization of fair
market value of the residual premiums acquired in the Wireless Canada
acquisition which the Company is amortizing over five years.

Interest expense totaled $102,076, during the twelve month period ended December
31, 2004 and $100,294 during the twelve month period ended December 31, 2003.
Interest expense is recorded by the Company on bank indebtedness, term loans and
notes payable.


                                       13
<PAGE>

Other expenses totaled $1,608,780 during the twelve month period ended December
31, 2004 and compared to other income of $44,978 in the comparative period in
the prior year.

                                                       2004        2003
                                                       ----        ----
     Foreign exchange (gain)/losses                    (57,153)    84,951
     Non-operating interest expense, net               131,580         --
     Loss on investments                               138,572         --
     Write down of goodwill and intangible assets    1,216,146         --
     Loss on termination of acquisition                179,635         --
     Management fee income                                  --    (39,973)
                                                     --------------------
     Total                                           1,608,780     44,978

In accordance with SFAS No 142, "Goodwill and Other Intangible Assets" the
intangible assets are reviewed for impairment on an annual basis. As a result of
the Company's decrease in market capitalization over the last twelve months a
portion of goodwill was determined to be impaired and was written down by
$844,651 It was also determined that the intangible assets associated with the
A.C. Simmonds & Sons customer lists were impaired and they were also written
down by $371,495 to zero.

At December 31, 2004 the Company recorded a loss of $179,635 on the termination
of the 479645 Alberta Ltd. acquisition. The Company had provided a refundable
deposit to 479645 Alberta Ltd. in the amount of $83,195 and incurred additional
legal and accounting costs totaling $96,440 prior to termination of the proposed
acquisition. Based on the mutual consent of the Company and 479645 Alberta Ltd.
the refundable deposit was utilized to pay a portion of the legal and accounting
costs. Although the Company is pursuing repayment of these amounts from 479645
Alberta Ltd. there is sufficient doubt as to the collectibility and a full write
down is considered necessary.

Non-operating interest expense included interest income of $214,000 on
$2,250,000 8% convertible subordinated promissory notes of RELM Wireless
Corporation offset by; (1) $160,000 financing fee associated with the short term
promissory note issued to acquire the RELM notes and (2) interest expense of
$185,580 on the short term promissory note.

The $138,572 net loss on investments can be summarized as follows:

 Loss on disposal  of RELM  convertible  subordinated  promissory
 note receivable                                                    $ 170,000
 Legal expenses associated with RELM merger proposal                   50,912
 Gain on disposal of Globetech Ventures Corp. common shares           (34,492)
 Gain on  disposal  of Pivotal  Self  Service  Technologies  Inc.
 common shares                                                       (240,000)
 Loss on termination of licensing agreement                           144,563
 Miscellaneous licensing costs                                         47,589
                                                                    ---------
                                                                    $ 138,572
                                                                    =========

In December 2003, the Company acquired $1,700,000 face value of RELM notes for a
cash payment of $1,870,000 and an additional $550,000 RELM notes in exchange for
412,500 common shares. On December 31, 2004 these notes matured and proceeds of
$2,250.000 were received resulting in a $170,000 loss on the transaction. On
January 16, 2004 the Company sold 18,100 Globetech Ventures Corp. shares for
total proceeds of $38,225 recording a gain of $34,492. During June 2004 the
Company sold 6,000,000 Pivotal Self Service Technologies Inc. common shares for
$420,000 recording a net gain of $240,000. In December 2004 the Company decided
not to continue to pursuer the development of a battery licensing business
project and terminated a licensing agreement with Marvel Entertainment Group
resulting in a loss of $144,563. In addition, the Company wrote off of various
capitalized licensing project costs of $47,589.


                                       14
<PAGE>

During the year ended December 31, 2004, the Company recorded foreign exchange
gains of $57,153 arising from the translation of Canadian dollar denominated
assets and liabilities into US dollars during a period of appreciating Canadian
dollar vis-a-vis the US dollar. During the year ended December 31, 2003 the
Company recorded foreign exchange losses due to the depreciation of the foreign
currency during this period.

Effective October 1, 2004 the Company made a $39,500 investment in Azonic
Corporation representing an 18% equity interest in Azonic. Due to common
directors and officers, the Company accounts for the investment on an equity
basis. Azonic recorded a loss of $195,618 during the period and accordingly the
Company recorded its portion of the loss of $34,775 during the fourth quarter of
fiscal 2004.

Loss per share for the twelve month period ended December 31, 2004 was $0.09.
Loss per share was $0.01 during the twelve month period ended December 31, 2003.

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

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


                                       15
<PAGE>

Effective January 1, 2003, 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 decreased from $10,051,586 at December 31, 2003 to
$9,205,430 at December 31, 2004. The decrease in total assets during the year
ended December 31, 2004 is primarily the result of the Company's the disposition
of investments and write down of goodwill during the year.

Current assets decreased from $5,039,424 at the beginning of the year to
$4,132,971 at the end of fiscal 2004. Current assets at December 31, 2003
consisted of cash balance of $800,120, accounts receivable of $1,883,671,
inventories of $1,337,755 and prepaid expenses of $111,425. The decrease in
current assets is due to the disposition of investments held at the previous
yearend.

Capital assets, net of accumulated depreciation decreased from $413,421 at
December 31, 2003 to $405,220 at December 31, 2004. The decrease is the result
of the net of business acquisitions, capital assets purchased and amortization
taken during the year.

Intangible assets totaling $1,373,183 acquired during the previous year were
carried on the balance sheet at December 31, 2004. These intangible assets
include Residual premiums which represent future residual revenue of retail
cellular and telecommunications subscriber business, totaling $180,428, an
agency fee associated with an acquisition of a Manitoba store at $147,255,
$284,500 of various agreements and customer lists associated with the Prime
Wireless acquisition and $761,000 of customer lists and supplier relationships
with the Wireless Source acquisition. Collectively from the acquisitions during
fiscal 2003 the Company has recorded $2,010,946 of goodwill. In the current year
distribution rights were acquired in the acquisition of Marlon which were
carried on the balance sheet at December 31, 2004 at $14,979 and from the
transactions during fiscal 2004 the Company recorded an additional $965,086 of
goodwill.

Total liabilities of the Company decreased from $5,402,987 at December 31, 2003
to $3,919,432 at December 31, 2004. The decrease is the result of the business
acquisitions and the repayment of a $2,330,000 loan previously referred to as
the Minichiello Note.


                                       16
<PAGE>

Current liabilities decreased from $5,104,566 at the beginning of the year to
$3,847,786 at the end of the year. Current portion of long term debt decreased
from $2,286,862 at December 31, 2003 to $196,645 at December 31, 2004.

Non-controlling interest decreased from $47,327 at December 31, 2003 to $25,198
at December 31, 2004 as a result of the additional acquisition of common shares
of Wireless Age Communications, Inc.

The stockholders' equity increased from $4,648,608 at December 31, 2003 to
$5,285,998 at December 31, 2004. The increase is attributable to a net increase
in common stock, additional paid-in capital and other comprehensive income
offset by the loss for the year including the write down of intangible assets.
Common stock and additional paid-in capital increased by $2,638,345. (See
Consolidated Statement of Stockholders' Equity included in the financial
statements)

The Company's deficit increased from $207,536 at December 31, 2003 to $2,250,908
at December 31, 2004 as a result of the $2,043,372 loss for the year.

Liquidity and Capital Resources

Based on the indirect method of reporting operating cash flows the Company makes
the following comments on any material changes:

Accounts receivable - The $0.4 million increase in accounts receivable can be
attributed to increased sales and current year business acquisitions. The
Company maintains strict credit granting and account collection practices.
Inventory - The inventory level was consistent with prior year as the Company
remains focused on efficient business operations, increased focus on inventory
turnover and closer review for obsolescence.

Accounts payable and accrued liabilities - The $1 million increase in accounts
payable can be attributed to an increase in the business operations of the
Company, current year business acquisitions and better credit terms with
suppliers.

Decrease in marketable securities - The decrease can be directly attributed to
the disposal of investments held to maturity and held for sale.

Decrease in long-term debt - The $2.3 million decrease in long-term debt can be
attributed to the repayment of a long term note that matured during the year.

In addition to the cash flow fluctuations described above it should be noted
that the Company has limited access to the capital markets as it is listed only
on the over-the-counter bulletin board market.

The Company made two acquisitions during the year ended December 31, 2004 and
continued 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 working capital improved
from a deficit of $65,142 at December 31, 2003 to working capital of $285,185 at
December 31, 2004 the working capital ratio improved from .93 to 1.04.

Included in assets at December 31, 2004 was $104,189 due from related parties
that has no particular payment terms and can be extended by mutual consent of
parties friendly to the Company.

The Company's ability to ability to raise funds by issuing equity has since 2004
been severely diminished due to the depressed valuation of the Company' stock.
Management believes that the Company still possesses the ability to issue common
equity in private placements in order to provide additional liquidity.
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


                                       17
<PAGE>

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 (principal portion)       243,093       196,645        46,448            --
Notes payable (interest portion)         36,988        29,921         7,067            --
                                      ---------------------------------------------------
                                        280,081       226,566        53,515            --
Premise lease                           759,222       281,273       473,975         3,974
Management fee                          560,000       420,000       140,000            --
                                      ---------------------------------------------------
                                      1,599,303       927,839       667,490         3,974
                                      ===================================================
</TABLE>

In addition the Company is contractually obligated as follows:

      1.    To pay $35,000 monthly management fees to a related party for
            executive services. The initial one year term of the agreement
            expired on April 30, 2004. Under the terms of the agreement the term
            would automatically renew for a two year period after the first
            year, unless either party provided written notice of cancellation
            prior to 60 days of expiration of the initial term. Neither party
            provided written notice of cancellation prior to the expiration of
            the initial term.

      2.    To issue up to 183,333 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 concluded that the disclosure controls and procedures are
effective at the reasonable assurance level as of the date of this report and
that the system is operating in an effective way to ensure appropriate and
timely disclosure.

The term "disclosure controls and procedures" means controls and other
procedures of this Company that are designed to ensure that information required
to be disclosed by this Company in the reports that it files or submits under
the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a et seq.) (the
"Act") is recorded, processed, summarized and reported, within the time periods
specified in the U.S. Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by this
Company in the reports that it files or submits under the Act is accumulated and
communicated to the Company's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required 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.


                                       18
<PAGE>

Item 7. Financial Statements


                                       19
<PAGE>

                        WIRELESS AGE COMMUNICATIONS, INC.

                  REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2004 and 2003

                             (Stated in US Dollars)

<PAGE>

                    REPORT OF INDEPENDENT REGISTERED AUDITORS

To the Stockholders,
Wireless Age Communications, Inc.

We have audited the  accompanying  consolidated  balance  sheets of Wireless Age
Communications,  Inc. and  subsidiaries as of December 31, 2004 and 2003 and the
related  consolidated  statements of  operations,  cash flows and  stockholders'
equity  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 audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable  assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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. and  subsidiaries as of December 31, 2004 and 2003 and the
results  of their  operations  and their  cash flows for the years then ended in
conformity with generally accepted accounting principles in the United States of
America.

Toronto, Canada                                       "MINTZ & PARTNERS LLP"
March 24, 2005

<PAGE>

                        WIRELESS AGE COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2004 and 2003
                             (Stated in US Dollars)

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

<TABLE>
<CAPTION>
                                           ASSETS                            2004              2003
                                           ------                            ----              ----
<S>                                                                     <C>               <C>
Current
   Cash and cash equivalents                                            $    800,120      $         --
   Receivables - Note 3                                                    1,883,671         1,476,544
   Inventory                                                               1,337,755         1,385,069
   Investments - Note 5                                                           --         1,898,101
   Prepaid expenses                                                          111,425           279,710
                                                                        ------------      ------------
                                                                           4,132,971         5,039,424

Due from related parties - Note 10                                           104,189                --
Loan receivable - Note 4                                                     194,130                --
Property, plant and equipment - Note 6                                       405,220           413,421
Investments - Note 5                                                           4,725                --
Intangible assets - Note 7                                                 1,388,163         1,743,144
Goodwill - Note 7                                                          2,976,032         2,855,597
                                                                        ------------      ------------
                                                                        $  9,205,430      $ 10,051,586
                                                                        ============      ============

                                       LIABILITIES
Current
   Bank indebtedness                                                    $         --      $     64,306
   Accounts payable and accrued liabilities - Notes 8                      3,637,210         2,670,817
   Customer deposits                                                          13,931             8,858
   Due to related parties - Note 10                                               --            73,723
   Current portion of long-term debt - Note 9                                196,645         2,286,862
                                                                        ------------      ------------
                                                                           3,847,786         5,104,566
Long-term debt - Note 9                                                       46,448           251,085
Non-controlling interest                                                      25,198            47,327
                                                                        ------------      ------------
                                                                           3,919,432         5,402,978
                                                                        ------------      ------------

                                   STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value
   10,000,000 shares authorized, none outstanding                                 --                --
Common stock, $0.001 par value - Note 11
   100,000,000 shares authorized
   23,544,846 shares outstanding (2003: 19,574,104)                           23,545            19,574
Additional paid-in capital                                                 7,376,224         4,741,850
Accumulated deficit                                                       (2,250,908)         (207,536)
Other comprehensive income                                                   137,137            94,720

                                                                           5,285,998         4,648,608
                                                                        ------------      ------------

                                                                        $  9,205,430      $ 10,051,586
                                                                        ============      ============
</TABLE>

                             SEE ACCOMPANYING NOTES

<PAGE>

                        WIRELESS AGE COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 for the years ended December 31, 2004 and 2003
                             (Stated in US Dollars)

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

<TABLE>
<CAPTION>
                                                                        2004               2003
                                                                        ----               ----
<S>                                                                 <C>                <C>
Product:
  Sales - products                                                  $ 12,600,027       $  7,111,822
  Cost of goods sold - products                                       10,193,366          5,411,072
                                                                    ------------       ------------
Gross profit - products sales                                          2,406,661          1,700,750
Activation commission and residual revenues                            2,609,134          2,156,747
Gross profit                                                           5,015,795          3,857,497
Selling and administrative expenses                                    5,072,689          3,616,350
                                                                    ------------       ------------
Earnings loss from operations                                            (56,894)           241,147
                                                                    ------------       ------------
Amortization                                                             239,312            249,223
Interest expense                                                         102,076            100,294
                                                                    ------------       ------------
Loss before under-noted items                                           (398,282)          (108,370)
                                                                    ------------       ------------

Other expenses (income)
   Foreign exchange losses (gains)                                       (57,153)            84,951
   Non-operating interest expense, net  - Note 12                        131,580                 --
   Loss on investments, net - Note 14                                    138,572                 --
   Write down of goodwill and intangible assets - Note 7               1,216,146                 --
   Loss on termination of acquisition - Note 13                          179,635                 --
   Management fees                                                            --            (39,973)
                                                                    ------------       ------------
                                                                       1,608,780             44,978
                                                                    ------------       ------------

Loss before share of loss from equity accounted investment and
non-controlling interest                                              (2,007,062)          (153,348)

Share of loss of equity accounted investment - Note 5                     34,775                 --
                                                                    ------------       ------------

Loss before non-controlling interest                                  (2,041,837)          (153,348)

Non-controlling interest                                                  (1,535)            16,041
                                                                    ------------       ------------

Loss for the year                                                   $ (2,043,372)      $   (137,307)
                                                                    ============       ============

Loss per share                                                      $      (0.09)      $      (0.01)
                                                                    ============       ============

Weighted average number of common shares outstanding                  21,776,481         17,537,022
                                                                    ============       ============
</TABLE>

                             SEE ACCOMPANYING NOTES

<PAGE>

                        WIRELESS AGE COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 for the years ended December 31, 2004 and 2003
                             (Stated in US Dollars)

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

<TABLE>
<CAPTION>
                                                                   2004              2003
                                                                   ----              ----
<S>                                                            <C>               <C>
Operating Activities
   Net loss for the year                                       $(2,043,372)      $  (137,307)
   Items not involving cash:
     Amortization of property, plant and equipment                 239,312           249,223
     Loss on investments                                           138,572                --
     Write down of intangible assets and goodwill                1,216,146                --
     Equity accounted investment                                    34,775                --
     Foreign exchange loss/(gain)                                  (57,153)           84,951
     Warrants issued for consulting services provided                2,538             7,612
     Common stock issued for consulting services provided          125,625            88,200
     Non-controlling interest                                        1,535           (16,041)
                                                               -----------       -----------
                                                                  (342,022)          276,638
                                                               -----------       -----------

   Changes in operating assets and liabilities:
     Accounts receivable                                          (454,103)         (791,960)
     Inventory                                                     410,973          (937,383)
     Prepaid expenses                                              185,079          (269,402)
     Accounts payable and accrued liabilities                      844,446         2,090,787
     Income taxes payable                                               --           (45,481)
     Customer deposits                                               5,073               556
                                                               -----------       -----------
Cash used in operating activities                                  649,446           323,755
                                                               -----------       -----------

Investing Activities
   Purchase of marketable securities                              (219,500)       (1,870,000)
   Proceeds on disposal of marketable securities                 2,708,255                --
   Investment in loan receivable                                  (194,130)               --
   Cash acquired in acquisitions                                   309,941                --
   Proceeds on disposal of subsidiary                              320,381                --
   Additions to property, plant and equipment                     (237,201)         (342,502)
                                                               -----------       -----------
Cash provided by (used in) investing activities                  2,687,746        (2,212,502)
                                                               -----------       -----------

Financing Activities
   Repayment of long-term debt                                   2,294,854         1,804,786
   Increase in due to related parties                             (177,912)           (2,355)
   Issuance of share capital                                            --           225,000
   Decrease in bank indebtedness                                   (64,306)         (138,684)
                                                               -----------       -----------
Cash provided by (used in) financing activities                 (2,537,072)        1,888,747
                                                               -----------       -----------

Increase (decrease) in cash during the year                        800,120                --

Cash, beginning of the year                                             --                --
                                                               -----------       -----------
Cash, end of the year                                          $   800,120       $        --
                                                               ===========       ===========
</TABLE>

The Company paid cash interest of $287,656 and $101,102 during fiscal years 2004
and 2003 respectively. The Company did not pay cash income taxes in neither of
fiscal years 2004 or 2003.


                             SEE ACCOMPANYING NOTES
<PAGE>

Non-cash activities:

During 2004 the Company issued:

      o     1,000,000  shares of its common stock in exchange for the retraction
            of the preferred shares of a wholly owned subsidiary.

      o     412,500  shares  of  its  common  stock  to  acquire  an  additional
            investment in RELM debentures with a face value of $550,000.

      o     125,000 shares of its common stock for consulting  services provided
            valued at  $125,625.  The term of the  consulting  agreement  is six
            months and the Company has amortized  $104,688 of the cost up to and
            including December 31, 2004.

      o     1,325,000  shares  of its  common  stock  as  consideration  for the
            purchase  of an  operating  subsidiary  with net  assets  valued  at
            $1,136,320 and in the same transaction  issued 150,563 shares of its
            common stock as  consideration  for the repayment of the shareholder
            loans valued at $184,818.

      o     700,000 shares of its common stock as consideration for the purchase
            of an operating subsidiary with net assets valued at $491,750.

      o     18,000 shares of its common stock for consulting  services  provided
            valued  at  $12,163.  The term of the  consulting  agreement  is six
            months and the  Company has  amortized  $3,535 of the cost up to and
            including December 31, 2004.

      o     189,679  shares  of  its  common  stock  to  acquire  an  additional
            investment in Wireless Canada.

      o     50,000 shares of its common stock as earnout  consideration  for the
            purchase of an operating subsidiary.

During 2003 the Company issued:

      o     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.

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

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

      o     1,000,000  shares  of its  common  stock and  preferred  shares of a
            subsidiary  which  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.

      o     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.

                             SEE ACCOMPANYING NOTES
<PAGE>

                        WIRELESS AGE COMMUNICATIONS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 for the years ended December 31, 2004 and 2003
                             (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, 2002                      15,304,104  $    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

<PAGE>

                        WIRELESS AGE COMMUNICATIONS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 for the years ended December 31, 2004 and 2003
                             (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, 2003                      19,574,104  $    19,574  $ 4,741,850  $    94,720     $  (207,536)  $ 4,648,608

Issuance of common stock for retraction of
preferred stock of wholly owned subsidiary       1,000,000        1,000       (1,000)          --              --            --

Capital stock issued to acquire investments        412,500          412      549,588           --              --       550,000

Warrants to purchase capital stock issued for
consulting services provided                            --           --        2,538           --              --         2,538

Capital stock issued for consulting services
provided                                           125,000          125      125,500           --              --       125,625

Capital stock issued to acquire subsidiary       1,325,000        1,325    1,134,995           --              --     1,136,320

Capital stock issued to repay shareholder
loans of acquired subsidiary                       150,563          151      184,818           --              --       184,969

Capital stock issued to acquire subsidiary         700,000          700      491,050           --              --       491,750

Capital stock issued for consulting services
provided                                            18,000           18       12,145           --              --        12,163

Capital stock issued to acquire additional
investment in subsidiary                           189,679          190      115,457           --              --       115,647

Capital stock issued to acquire investment
in subsidiary                                       50,000           50       19,283           --              --        19,333

Foreign currency translation adjustment                 --           --           --       42,417              --        42,417

Net loss for the year                                   --           --           --           --      (2,043,372)   (2,043,372)
                                               -----------  -----------  -----------  -----------     -----------   -----------
Balance, December 31, 2004                      23,544,846  $    23,545  $ 7,376,224  $   137,137     $(2,250,908)  $ 5,285,998
                                               ===========  ===========  ===========  ===========     ===========   ===========
</TABLE>

                             SEE ACCOMPANYING NOTES

<PAGE>

                        WIRELESS AGE COMMUNICATIONS, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                             (Stated in US Dollars)

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

Note 1 Nature of Operations

      The Company, through its 94% 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"),  Prime Wireless  Corporation ("Prime  Wireless"),  Prime Battery
      Products Limited ("Prime Battery") and Marlon Distributors Ltd. ("Marlon")
      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,  Wireless Source was acquired on September
      19,  2003,  Marlon was  acquired  on July 30,  2004 and Prime  Battery was
      acquired on  September  16,  2004.  Prior to the  acquisition  of 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 may 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"),  its wholly owned operating subsidiaries
      Prime Wireless,  Wireless Source, Prime Battery,  Marlon and its 94% owned
      subsidiary, Wireless Canada. The company is incorporated under the laws of
      the state of  Nevada.  DB Sim,  Wireless  Canada and  Wireless  Source are
      incorporated under the laws of the province of Saskatchewan, Canada. Prime
      Wireless, Prime Battery and 1588102 are incorporated under the laws of the
      province of Ontario, Canada and Marlon is incorporated federally under the
      laws of Canada. All inter-company transactions

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 2

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

      have been eliminated.

      Inventory

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

      Allowance for Doubtful Accounts

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

      Property, plant and equipment

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

               Computer hardware                      30% declining balance
               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 / service equipment         10 years straight-line

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

      Investments

      Investments are recorded as available for sale marketable securities, held
      to  maturity  investments  or  investments  in  entity  under  significant
      influence.

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

      Held to maturity investments are recorded at cost.

      Investments in entity under  significant  influence are reported using the
      equity basis for accounting.

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 3

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

      Acquisitions and Business Combinations

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

      Intangibles, Goodwill and Other Assets

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

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

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

      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 and due to and from

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 4

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

      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.

      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. Diluted loss per share is
      not presented as results would be "anti-dilutive".

      Foreign Currency Translation

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

      Comprehensive Income

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

      Revenue Recognition

      The  Company  recognizes  revenue  from  the  sale  of  telecommunications
      equipment,  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.

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 5

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

      Advertising and Marketing Costs

      The company  expenses the costs of advertising  and marketing as incurred.
      The Company  incurred  $268,304 and $333,176 of advertising  and marketing
      expenses during the years ending December 31, 2004 and 2003, respectively.

Note 3 Receivables

                                          2004          2003
                                          ----          ----
      Accounts receivable - trade      $ 2,012,367   $ 1,541,984
      Allowance for doubtful accounts     (128,696)      (65,440)
                                       -----------   -----------
                                       $ 1,883,671   $ 1,476,544
                                       ===========   ===========

Note 4 Loan Receivable

      On July  26,  2004,  the  Company  announced  that it  agreed  to fund the
      development of the Knowlton Pass Electronics Inc. business plan. Under the
      agreement the Company agreed to fund the project  through monthly draws of
      no more than $80,000  (CAD$100,000).  As of December 31, 2004, the Company
      advanced  $194,130 to Knowlton Pass. The Company also has the option,  but
      not the  obligation,  to acquire  all the issued  and  outstanding  common
      shares of Knowlton Pass for 540,000  shares of the Company's  common stock
      at any time before March 31, 2005. If the option is not exercised Knowlton
      Pass may  transfer  title to all the assets of the business to the Company
      or renegotiate  repayment terms of the loan. The renegotiated loan must be
      repaid within one year.

Note 5 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.  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).  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  realized  a gain on  marketable  securities  of $34,492
      (CAD$44,598)   (Note  14)  of  which  $24,294  was  transferred  from  the
      unrealized holding gain reported in the previous year.

      During 2004 the Company  acquired  6,000,000 common shares of Pivotal Self
      Service  Technologies Inc. for $0.03 per share. Prior to December 31, 2004
      all of the shares were disposed of for $0.07.  The Company realized a gain
      of $240,000 on this investment.

      Held to Maturity Investment

      On December 31,  2003,  the Company  acquired  $1,700,000  in  outstanding
      principal  amount  of

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 6

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

      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. During 2004 the Company acquired an additional
      $550,000 of promissory  notes in exchange for 412,500 common  shares.  The
      notes  matured on December  31, 2004 and the proceeds of  $2,250,000  were
      used to pay off the secured  promissory  note payable.  A loss of $170,000
      (Note  14)  was  recorded  on  the  disposition  of the  RELM  convertible
      promissory note.

      Equity under significant influence

      On October 1, 2004 the Company acquired  4,460,000 common shares of Azonic
      Corporation.  (symbol - AZOI),  an entity  publicly  listed on OTCBB stock
      exchange for $39,500. At December 31, 2004 the Company owned 16.47% of the
      issued common stock.  Since the Company does not control Azonic it was not
      necessary to include the operating  results of Azonic in the  consolidated
      statements.  However,  the Company does have  significant  influence  over
      Azonic due to the fact that the  companies  share  similar  directors  and
      management.  Therefore it was  determined  that the  operating  results of
      Azonic need to be reported in the Company's records on an equity basis.

      Azonic reported a net loss of $195,618 for the three months ended December
      31, 2004. The Company reported its share of the loss as follows:

                 Investment (at cost)                 $ 39,500
                 Share of net loss since acquisition   (34,775)
                                                      --------
                 Net investment in subsidiary         $  4,725
                                                      ========

Note 6 Property plant and equipment

<TABLE>
<CAPTION>
                                                     2004                     2003
                                    -------------------------------------  ----------
                                                 Accumulated
                                        Cost     Amortization      Net         Net
                                        ----     ------------      ---         ---
<S>                                  <C>         <C>           <C>         <C>
      Computer hardware              $   50,531  $     37,493  $   13,038  $    1,909
      Computer software                  35,333        32,722       2,611       8,971
      Equipment under capital lease     137,631       100,589      37,042      47,103
      Leasehold improvements            621,265       483,324     137,941     159,670
      Office equipment                  303,602       173,111     130,491     110,358
      Rental equipment                  234,188       159,020      75,168      84,076
      Shop tools and service equip       35,546        26,617       8,929       1,334
                                     ----------  ------------  ----------  ----------
                                     $1,418,096  $  1,012,876  $  405,220  $  413,421
                                     ==========  ============  ==========  ==========
</TABLE>

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 7

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

Note 7 Intangible Assets and Goodwill

<TABLE>
<CAPTION>
                                                           2004                     2003
                                            ------------------------------------  ----------
                                                        Accumulated
                                               Cost     Amortization      Net         Net
                                               ----     ------------      ---         ---
<S>                                         <C>         <C>           <C>         <C>
      Residual Premiums                     $  850,704  $    670,275  $  180,429  $  248,142
      MTS Agency Fee                           266,223       118,968     147,255     161,202
      Midland trade-name, Vertex
      Standard distribution and supply
      agreements                               284,500            --     284,500     284,500
      A.C. Simmonds & Sons trade-name,
      customer lists and relationships
                                                    --            --          --     288,300
      iMobile trade-name, customer lists
      and relationships                        761,000            --     761,000     761,000
      Distribution rights                       16,640         1,661      14,979          --
      Goodwill                               2,976,032            --   2,976,032   2,855,597
                                            ----------  ------------  ----------  ----------
                                            $5,155,099  $    790,904  $4,364,195  $4,598,741
                                            ==========  ============  ==========  ==========
</TABLE>

      In accordance with SFAS No 142, "Goodwill and Other Intangible Assets" the
      intangible  assets were reviewed for  impairment on an annual basis.  As a
      result of the Company's  analyses a portion of goodwill was  determined to
      be impaired  and was written  down by $844,651 to  $2,976,032  (during the
      current period the Company recorded an increase in goodwill of $965,086 as
      result of  acquisitions  - see Note 18). It was also  determined  that the
      intangible  assets associated with the A.C. Simmonds & Sons customer lists
      were  impaired and they were also written down by $371,495 to zero (during
      the current year the Company recorded an increase in this intangible asset
      of  $83,195).  It  was  determined  by  the  Company  that  the  remaining
      intangible  assets and goodwill are not impaired and have  retained  their
      value and accordingly no further write down was required.

      On November 29, 2004 the Company sold the "Midland"  trademark in exchange
      for a minimum royalty stream of $500,000 over 5 years. The Company had not
      placed a value on the  trademark nor did it record a gain on the disposal.
      The  Company  will  record  income as and when  royalties  are  earned and
      collected.

      During 2003 and 2004 the Company pre-paid  royalties and incurred expenses
      in order  to  obtain a  licensing  agreement  with  Marvel  to  distribute
      flashlights  with the likenesses of certain comic book heros.  By December
      31,  2004 the  Company is no longer  pursuing  this line of  business  and
      therefore all prepaid expenses and intangible assets have been expensed.

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 8

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

Note 8 Accounts Payable and Accrued Liabilities

<TABLE>

                                                                              2004          2003
                                                                              ----          ----
<S>                                                                       <C>           <C>
      Accounts payable - trade                                            $ 3,518,210   $ 2,545,787
      Accrued liabilities                                                     119,000       125,030
                                                                          -----------   -----------
                                                                          $ 3,637,210   $ 2,670,817
                                                                          ===========   ===========
</TABLE>

Note 9 Long-term Debt

<TABLE>
<CAPTION>
                                                                              2004          2003
                                                                              ----          ----
<S>                          <C>                                          <C>           <C>
      Agency fee repayable in semi-annual payments of
       $25,600 (CDN$32,000) (principal CDN$69,387)
       including interest at 4.4% per annum, unsecured.                   $    57,726   $   105,144

      Note payable in monthly payments of $6,427 (CDN$8,333) (principal
       CDN$0) 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
       $9,000 (CDN$11,244) commencing June 1, 2003 including interest at
       6% per annum (principal CDN$183,227).                                  152,436       233,876

      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$0).
                                                                                   --        62,282

      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$39,583).                                                            32,931       103,805

      Secured  promissory  note  payable,  bearing  interest at 8% per
      annum and due and payable on December 31, 2004. (Note - 5)                   --     1,930,000
                                                                          -----------   -----------
                                                                              243,093     2,537,947
      Less:  current portion:                                                (196,645)   (2,286,862)
                                                                          -----------   -----------
                                                                          $    46,448   $   251,085
                                                                          ===========   ===========
</TABLE>

The  estimated  repayments  including  principal and interest due in each of the
next five years are

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 9

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

      as follows:

                 2005                                     $ 264,000
                 2006                                        57,000
                 2007                                            --
                 2008                                            --
                 2009                                            --
                                                          ---------
                                                          $ 321,000
                 Less estimated interest portion            (77,907)
                                                          ---------
                                                          $ 243,093
                                                          =========

Note 10 Due (to)/from Related Parties

<TABLE>
<CAPTION>
                                                                       2004             2003
                                                                       ----             ----
<S>                                                                  <C>             <C>
      Amounts owing (to)/from companies with common
      Directors and/or common management, unsecured,
      non-interest bearing with nospecific terms of repayment        $ 184,237       $  27,347

      Amounts owing (to)/from a director of a subsidiary of the
      Company, unsecured, non-interest bearing and due on
      Demand                                                           (68,934)       (101,070)

      Due to corporate shareholder, unsecured, non-interest
      bearing and due on demand                                        (29,944)             --

      Other amounts owing (to)/from  related parties                    18,830              --

                                                                     $ 104,189       $ (73,723)
</TABLE>

Note 11 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.

      Warrants

      The following is a summary of warrant activity for 2004 and 2003:

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 10

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

<TABLE>
<CAPTION>
                                                       Number of Shares to
                                                          Purchase under
                                                             Warrants                 Expiry Date
<S>                                                            <C>            <C>
      Balance, December 31, 2002                                    --
                                                               -------
      Issued                                                   250,000        Between September 30, 2005
                                                                              and October 15, 2006
      Exercised                                                     --
                                                               -------
      Balance, December 31, 2003                               250,000
      Issued                                                        --
      Cancelled                                                (66,667)
      Exercised                                                     --
                                                               -------
      Balance, December 31, 2004                               183,333
                                                               =======
</TABLE>

      Warrants outstanding at December 31, 2004 are summarized as follows:

          Number         Price        Year of Issue    Vesting Period    Term

           33,333      $  2.00            2003             vested       2 years
          150,000         2.00            2003             vested       3 years
         --------
          183,333
         ========

      Should all exercisable warrants as of December 31, 2004 be exercised,  the
      total additional  consideration  available to the Company is approximately
      $300,000. A maximum of 183,333 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.

      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 18). 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.
      During 2004,  these preferred  shares were exchanged for 1,000,000  common
      shares.

<PAGE>

Note 12 Non-operating interest expense, Net
Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 11

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

<TABLE>
<CAPTION>
                                                                           2004        2003
                                                                           ----        ----
<S>                                                                     <C>         <C>
      Interest expense on secured promissory note payable                 185,580          --
      Amortization of financing fee on secured promissory note payable    160,000          --
      Interest income on 8% convertible  subordinated  promissory note
      receivable                                                         (214,000)         --
                                                                        ---------   ---------
                                                                        $ 131,580   $      --
                                                                        =========   =========
</TABLE>

Note 13 Loss on Termination of Acquisition

      Effective March 10, 2005 the Company  terminated  acquisition  discussions
      with the  shareholders  of  479645  Alberta  Ltd.  and wrote off all costs
      incurred with the proposed  acquisition  in 2004. The Company has provided
      $50,000,   for  incremental   costs  incurred  after  December  31,  2004,
      associated with the proposed acquisition.

<TABLE>
<CAPTION>
                                                                           2004        2003
                                                                           ----        ----
<S>                                                                     <C>         <C>
      Write off of acquisition deposit                                  $  83,195   $      --
      Transaction legal and accounting costs                               96,440          --
                                                                        ---------   ---------
                                                                        $ 179,635   $      --
                                                                        =========   =========
</TABLE>

Note 14 Loss on Investments, Net

<TABLE>
<CAPTION>
                                                                           2004        2003
                                                                           ----        ----
<S>                                                                     <C>         <C>
      Loss on investment in RELM debenture                              $ 170,000   $      --
      Legal fees associated with RELM merger proposal                      50,912   $      --
      Gain on disposal of Globetech Ventures Corp. common shares        $ (34,492)         --
      Gain on  disposal  of Pivotal  Self  Service  Technologies  Inc.
      common shares (Note 5)                                             (240,000)         --
      Loss on termination of licensing agreement (Note 7)                 144,563          --
      Miscellaneous licensing costs (Note 7)                               47,589          --
                                                                        ---------   ---------
                                                                        $ 138,572   $      --
                                                                        =========   =========
</TABLE>

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 12

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

Note 15 Commitments

      Premise Leases

      The Company  leases its  premises  under  agreements  requiring  aggregate
      minimum payments over the next five years as follows:

                  2005                              $278,473
                  2006                               188,067
                  2007                               154,427
                  2008                               131,481
                  2009                                 3,974
                                                    --------
                                                    $756,422
                                                    ========

Note 16 Income Taxes

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

                                                         2004        2003
                                                         ----        ----
      Deferred Tax Assets
        Non-capital loss carryforward                 $ 200,000   $ 110,000
        Capital assets - temporary timing difference    (35,000)    (20,000)
        Other assets - temporary timing difference       72,000      56,000
                                                      ---------   ---------
      Gross deferred tax assets                         237,000     146,000
      Valuation allowance for deferred tax asset       (237,000)   (146,000)
                                                      ---------   ---------
                                                      $      --   $      --
                                                      =========   =========

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

      No current provision for income taxes has been provided in these financial
      statements  due to the net loss.  At December 31, 2004 the Company has net
      operating loss carryforwards,  which expire commencing in 2021,  totalling
      approximately  $540,000, the benefit of which has not been recorded in the
      financial statements.

Note 17 Related Party Transactions

      During the years ended  December 31, 2004 and 2003,  the Company  incurred
      the  following  expenses  charged  by  directors  of the  Company  and its
      subsidiaries and companies with common directors:

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 13

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

                                               2004                 2003
                                               ----                 ----

      Sales                                 $  238,115          $   15,490
      Management fees                               --              39,973
                                            ----------          ----------
                                            $  238,115          $   55,463
                                            ==========          ==========

      Cost of goods sold                    $  386,243          $  523,793
      Management fees                          430,592             343,823
      Wages and benefits                       147,120              65,184
      Travel & Meals                            60,045              25,383
                                            ----------          ----------
                                            $1,024,000          $  958,183
                                            ==========          ==========

      All  transactions  involving  due to related  parties were recorded at the
      carrying values which reflected the approximate fair market values.

Note 18 Business Acquisitions

      Prime Wireless Corporation

      On March 13, 2003, the Company  acquired all of the issued and outstanding
      shares of Prime 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.  Prime Wireless is the exclusive  Vertex Standard  two-way
      radio representative in Canada and also owns the Midland trademark for use
      of  promoting  and selling  Midland  brand land  mobile  radios in certain
      territories  of the world  outside of Canada and the  United  States.  The
      Company  plans to  aggressively  grow  the  Vertex  Standard  distribution
      business in Canada.

      The aggregate  purchase price was $390,000  representing  1,500,000 common
      shares. The market for the Company's common stock was illiquid at the time
      of the  acquisition and the transaction was valued based on a valuation of
      the Vertex  Standard  representative  agreement,  which has an  indefinite
      live, and  management's  assessment of how they could improve the business
      unit's performance in the future.

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

      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
                                                                  ========

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 14

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

      Included  in the fair  value is the  total  amount of  $395,837,  of which
      $284,500 has been  assigned to  intangible  assets that are not subject to
      amortization and represents mainly the Vertex Standard Agreement, customer
      lists, certain non-contractual  customer and supplier  relationships.  The
      Company  did  not  assign  any  value  to  intangible  assets  subject  to
      amortization

      The  $111,337  of goodwill  was  assigned to the  Wholesale  segment.  The
      Company expects to deduct 100% of this amount for tax purposes. See Note 7
      for determination of goodwill impairment at December 31, 2004.

      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.

      Wireless Source distributes prepaid phone cards and accessories in Western
      Canada.  As a result of the  acquisition,  the Company  expects to further
      diversify the operations of the Company by growing the wholesale segment.

      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 common  shares  issued and issuable  under the
      exchange  privileges  of the  preferred  shares were valued at the closing
      market price of the Company's common stock on date of acquisition,  less a
      33%  discount  due  to  the  trading   restrictions  on  the  stock.   The
      consolidated   financial  statements  include  the  operating  results  of
      Wireless Source from September 1, 2003.

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

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 15

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

      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
                                                                ==========

      Included  in the fair value is the total  amount of  $2,833,560,  of which
      $761,000 has been  assigned to  intangible  assets that are not subject to
      amortization and represents mainly customer lists, certain non-contractual
      customer and supplier  relationships and the iMobile trade-name in Canada.
      The  Company  did not assign  any value to  intangible  assets  subject to
      amortization.

      The  $2,072,560  of goodwill was assigned to the  wholesale  segment.  The
      Company expects to deduct 100% of this amount for tax purposes. See Note 7
      for determination of goodwill impairment at December 31, 2004.

      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.  The  acquisition  was also  intended to
      further  diversify  the  operations of the business and grow the wholesale
      segment.  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 total  consideration  paid for the assets  acquired  was  $960,000 and
      represented the value of 1,500,000 common shares.  The value of the shares
      was determined based on a 33% discount off the closing share trading price
      on the date of acquisition.  The discount is intended to reflect the share
      trading restrictions placed on the stock.

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

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 15

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

      Intangible asset                                            $288,300
      Goodwill                                                     671,700
                                                                  --------
      Net assets acquired at fair values                          $960,000
                                                                  ========
      Total consideration
         1,500,000 common shares                                  $960,000
                                                                  ========

      The excess of the  purchase  price over the net assets  acquired  has been
      allocated to an intangible asset not subject to amortization  representing
      the Canadian battery customer lists in the amount of $288,300. The Company
      did not  assign  any  value  to  intangible  assets  that are  subject  to
      amortization.  The  $671,700 of  goodwill  was  assigned to the  wholesale
      segment.  The  Company  expects  to  deduct  100% of this  amount  for tax
      purposes.  See Note 7 for  determination of intangible asset impairment at
      December 31, 2004.

      Prime Battery Products Limited

      On  September  16,  2004,  the  Company  acquired  all of the  issued  and
      outstanding  shares of Prime Battery Products Limited and other net assets
      valued at $225,600 in exchange for 700,000 shares of the Company's  common
      stock. The consolidated financial statements include the operating results
      of Prime Battery from the date of acquisition, September 16, 2004.

      Prime  Battery holds a  distribution  and supply  agreement  with Shenzhen
      Konnoc who  manufacturers  battery  products in China.  As a result of the
      acquisition,  the Company  expects to further  diversify the operations of
      the Company by growing the wholesale segment.

      As consideration the Company issued 700,000 shares of the Company's common
      stock and  agreed to issue a further  200,000  shares  subject  to certain
      earnout  provisions.  Of this additional  commitment of 200,000 shares the
      Company issued 50,000 common shares on November 30, 2004.The common shares
      issued under the  acquisition  were valued at the closing  market price of
      the  Company's  common  stock  on  date of  each  transaction,  less a 33%
      discount due to the trading  restrictions on the stock.  The  consolidated
      financial  statements  include the operating results of Prime Battery from
      September 16, 2004.

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 17

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

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

      Current assets                                              $   2,134
      Capital assets                                                  6,668
      Goodwill                                                      609,128
                                                                  ---------
                                                                    617,930
      Current liabilities                                           331,747
                                                                  ---------
      Net assets acquired at fair values                          $ 286,183
                                                                  =========
      Total consideration
         700,000 common shares                                    $ 492,450
         Less: Consideration allocated to purchase of net assets   (225,600)
         50,000 common shares                                        19,333
                                                                  ---------
                                                                  $ 286,183
                                                                  =========

      The  $609,128  of goodwill  was  assigned to the  wholesale  segment.  The
      Company expects to deduct 100% of this amount for tax purposes.

      Marlon Distributors Ltd.

      On July 30, 2004, the Company  acquired all of the issued and  outstanding
      shares of Marlon  Distributors  in exchange  for  1,325,000  shares of the
      Company's common stock. The consolidated  financial statements include the
      operating results of Marlon effective August 1, 2004. Marlon  Distributors
      distributes  land mobile  radios in Western  Canada.  The Company plans to
      aggressively grow the Vertex Standard  distribution business in the Marlon
      markets.  The Company also repaid  shareholder loans totalling $184,969 of
      Marlon Distributors with 150,563 common shares.

      The aggregate purchase price was $1,162,704  representing 1,325,000 common
      shares  and  acquisition  costs of  $26,384.  The value of the  shares was
      determined  based on a 33% discount off the closing share trading price on
      the date of  acquisition.  The  discount  is intended to reflect the share
      trading restrictions placed on the stock.

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

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 18

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

      Current assets                                            $  767,856
      Capital assets                                                15,527
      Investment in subsidiary                                     320,381
      Goodwill                                                     263,976
                                                                ----------
                                                                 1,367,740
      Current liabilities                                          205,036
                                                                ----------
      Net assets acquired at fair values                        $1,162,704
                                                                ==========
      Total consideration
         1,325,000 common shares                                $1,136,320
         Acquisition costs                                          26,384
                                                                ----------
      Total consideration                                       $1,162,704
                                                                ==========

      The  $263,976  of goodwill  was  assigned to the  wholesale  segment.  The
      Company expects to deduct 100% of this amount for tax purposes.

      Wireless Age Communications Ltd.

      During  2004  the  Company   acquired   common   shares  of  Wireless  Age
      Communications  Ltd.  representing  an  additional 5% of the issued common
      shares.  The aggregate  purchase price was $115,647  representing  189,679
      common  shares.  The value of the  shares  was  determined  based on a 33%
      discount off the closing share  trading price on the date of  acquisition.
      The discount is intended to reflect the share trading  restrictions placed
      on the stock.

      The business  combination is accounted for using the purchase method.  The
      allocation of the purchase price was as follows:

      Minority interest                                           $ 23,664
      Goodwill                                                      91,983
                                                                  --------
      Net assets acquired at fair values                          $115,647
                                                                  ========
      Total consideration
         189,679 common shares                                    $115,647
                                                                  ========

      The $91,983 of goodwill  was assigned to the retail  segment.  The Company
      expects to deduct 100% of this amount for tax purposes.

Note 19 Economic dependence

      The  Company's  main source of income is derived from the sale of cellular
      phones and its  related  products  and  services.  Its ability to continue
      viable  operations is dependant upon  maintaining its ability to act as an
      authorized  sales  agent for  provincial  telephone  companies

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 19

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

      including,  SaskTel  (Saskatchewan)  and  MTS  (Manitoba).  The  following
      amounts are recorded in accounts  receivable  and revenue in the financial
      statements:

                                                  2004             2003
                                                  ----             ----
      Accounts receivable
        SaskTel                                $  526,721       $  398,208
        MTS                                       327,271          161,634
                                               ----------       ----------
                                               $  853,992       $  559,842
                                               ==========       ==========
      Revenue
        SaskTel                                $3,119,366       $2,496,172
        MTS                                     2,126,294        1,489,117
                                               ----------       ----------
                                               $5,245,660       $3,985,289
                                               ==========       ==========

Note 20 Segmented Information

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

<TABLE>
<CAPTION>
                                                                            2004              2003
                                                                            ----              ----
<S>                                                                    <C>                <C>
      Revenues
        Retail - sale of tangible products                             $  6,144,381       $  5,448,029
        Retail - activation commissions and residual payments             2,609,134          2,156,747
        Wholesale - sale of tangible products                             6,693,755          1,740,989
        Elimination of inter-segment revenues                              (238,115)           (77,196)
                                                                       ------------       ------------
      Consolidated revenues                                            $ 15,209,161       $  9,268,569
                                                                       ============       ============
      Profit or Loss
        Retail                                                         $    473,092       $    669,264
        Wholesale                                                           (55,303)          (117,869)
      Unallocated amounts:
        Corporate costs (including related party management fees)        (2,459,626)          (704,743)
        Non-controlling interest                                             (1,535)            16,041
                                                                       ------------       ------------
      Consolidated loss                                                $ (2,043,372)      $   (137,307)
                                                                       ============       ============
      Assets
        Retail                                                         $  3,247,667       $  2,566,450
        Wholesale                                                         1,380,730            899,246
        Intangible assets and goodwill - retail                             419,667            409,344
        Intangible assets and goodwill - wholesale                        3,944,528          4,189,397
        Unallocated corporate assets                                        212,838          1,987,149
                                                                       ------------       ------------
      Consolidated assets                                              $  9,205,430       $ 10,051,586
                                                                       ============       ============
</TABLE>

<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 20

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

Note 21 New Accounting Standards

      In December 2004, the Financial Accounting Standards Board ("FASB") issued
      Statement   No.   123(R),   Share-Based   Payments,   which  will  require
      compensation  costs  related to  share-based  payment  transactions  to be
      recognized in the financial  statements.  As permitted by the  predecessor
      Statement No. 123, we do not recognize  compensation  expense with respect
      to stock  options we have issued  because the option  price was no greater
      than the market price at the time the option was issued.  Statement 123(R)
      will be effective for us in our fiscal quarter  beginning January 1, 2006.
      We have not completed an  evaluation  of the impact of adopting  Statement
      123(R).

      In  November  2004,  the FASB  ratified  the  Emerging  Issues  Task Force
      ("EITF")  consensus on Issue 03-13,  "Applying the Conditions in Paragraph
      42 of FASB Statement No. 144,  "Accounting  for the Impairment or Disposal
      of  Long-Lived  Assets,"  in  Determining  Whether to Report  Discontinued
      Operations, which is effective for us at the beginning of fiscal 2005. The
      adoption of this new pronouncement  will not have a material impact on our
      financial position or results of operations.

      In November 2004, the FASB issued  Statement No. 151,  Inventory Costs, an
      amendment of ARB No. 43,  Chapter 4, to clarify that  abnormal  amounts of
      idle  facility  expense,  freight,  handling  costs  and  wasted  material
      (spoilage) should be recognized as current period charges,  and that fixed
      production  overheads  should be allocated  to  inventory  based on normal
      capacity of production facilities. Statement No. 151 will be effective for
      our fiscal year beginning  January 1, 2006, and its adoption will not have
      a material impact on our financial position or results of operations.

Note 22 Subsequent Events

      Acquisition of RELM Wireless Corporation Warrants

      On January 25, 2005,  the Company  acquired  warrants to purchase  519,157
      common  shares of RELM  Wireless  Corporation,  exercisable  on a cashless
      basis  on  or  before  May  11,  2005  for  a  cash  payment  of  $166,389
      (CAD$200,000) from Simmonds Capital Limited.

      Acquisition of mmWave Technologies Inc. ("mmWave")

      On March 4, 2005,  the Company  acquired  100% of the  outstanding  common
      shares of mmWave in exchange for 4,500,000 common shares.

Note 23 Proforma Information

      The Company's  historical  statements of operations include the results of
      Prime Battery and Marlon  subsequent to the acquisition dates of September
      16, 2004 and July 31, 2004,  respectively.  The  following  unaudited  pro
      forma financial  information for the year ended December 31, 2004 presents
      the  consolidated  results of the Company as if the  acquisitions of Prime
      Battery and Marlon had occurred at the beginning of 2003.  This  unaudited
      pro forma information for the year ended December 31, 2004 is not intended
      to be indicative of future operating results.

                                                2004              2003
                                                ----              ----
        Revenues                           $ 15,706,826      $ 11,852,558
                                           ------------      ------------
        Net loss                           $ (2,099,064)     $   (190,762)
                                           ============      ============
      Loss per share:
        Basic loss per share               $      (0.09)     $      (0.01)

<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 period in which they
served as auditors of the Company 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 in change of auditors and as of
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.


                                       20
<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 2005 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, 2004, 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 2005 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, 2004, 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 2005 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, 2004, 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 2005 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, 2004, and which information is incorporated herein by reference.

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

Exhibit No.                Description
-----------                --------------------------------------------

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

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

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

Exhibit 10.2               Stock Purchase Agreement dated October 8,


                                       21
<PAGE>

                           2002 by and between Robinson Marketing and
                           Communications Ltd. and the Registrant with
                           respect to the acquisition of Wireless Age
                           Communications Ltd., incorporated by
                           reference to the exhibits of the Company's
                           Form 8-K filed with the Commission on
                           November 14, 2002.

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

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

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

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

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

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

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

Exhibit 10.10              Amendment, dated as of June 30, 2004, to a
                           Note Purchase and Security Agreement dated


                                       22
<PAGE>

                           as of December 31, 2003, by Wireless Age
                           Communications, Inc. and Stacey Minichiello
                           incorporated by reference to exhibit 10.10 of the
                           Company's Form 10-QSB filed with the Commission on
                           August 11, 2004.

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

Exhibit 10.12              Share Purchase Agreement as of July 30, 2004
                           by and among Wireless Age Communications,
                           Inc. and A. BRUCE CAMERON, E. ROSE STEINKE,
                           QUASAR PAGING LTD., QUASAR COMMUNICATIONS
                           LTD., CAR-JEN HOLDINGS LTD., THOMAS
                           COMMUNICATIONS LTD., I. TOOMBS & SONS HOMES
                           LTD., CLARENCE KNIPPEL and LYDIA KNIPPEL
                           (jointly), ALAN VILLETT, and ROBERT C. KING,
                           incorporated by reference to exhibit 99.1 of
                           the Company's Form 8-K filed with the
                           Commission on August 16, 2004.

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

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

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

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

Exhibit 10.17              Management Services Agreement, dated as of
                           October 1, 2004, by and between Azonic



                                       23
<PAGE>

                           Corporation and Wireless Age Communications,
                           Inc., incorporated by reference to exhibit
                           10.17 of the Company's Form 10-QSB filed
                           with the Commission on November 15, 2004.

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

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

Exhibit 10.20              Agreement between Marlon Distributors Ltd.,
                           Quasar Paging Ltd., and Bruce Cameron, dated
                           September 30, 2004, with respect to the sale
                           of Marlon Recreational Products Ltd.
                           incorporated by reference to exhibit 10.20 of
                           the Company's Form SB-2 filed with the
                           Commission on February 8, 2005.

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

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

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

Exhibit 10.24              Distributorship Agreement, between
                           Saskatchewan Telecommunications and Wireless
                           Age Communications Ltd.*

Exhibit 10.25              Course of Dealing Agreement with MTS
                           Communications Inc.*

Exhibit 21                 Subsidiaries of the Company.


                                       24
<PAGE>

Exhibit 31.1               Section 302 Certification of the Chief
                           Executive Officer.

Exhibit 31.2               Section 302 Certification of the Chief
                           Financial Officer.

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

* to be filed by Amendment.


                                       25
<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 31, 2005

                                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
--------------------------------------                                                  March 31, 2005
     John G. Simmonds                            Chairman/CEO/Director
                                             (principal executive officer)
/s/ Brian Usher-Jones
--------------------------------------                                                  March 31, 2005
     Brian Usher-Jones                                  Director

/s/ Kenneth Adelberg
--------------------------------------                                                  March 31, 2005
     Kenneth Adelberg                                   Director

/s/ Stephen Dulmage
--------------------------------------                                                  March 31, 2005
     Stephen Dulmage                                    Director

/s/ Bradley J. Poulos
--------------------------------------                                                  March 31, 2005
     Bradley J. Poulos                                  Director

/s/ Gary N. Hokkanen
--------------------------------------                                                  March 31, 2005
     Gary N. Hokkanen                                     CFO
                                             (principal accounting officer)
</TABLE>


                                       26