UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                  FORM 10-KSB/A
                                  -------------
                                (Amendment No. 2)


|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 ______________

      Commission File No. 001-31338

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

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

             6200 Tomken Road, Unit A
       Mississauga, Ontario, Canada L5T 1X7              905-696-2850
     (Address of Principal Executive Offices)       (Registrant's Telephone
                                                      No. incl. area code)
                 765 15th Sideroad
        King City, Ontario, Canada, L7B 1K5               905-773-3529
           (Former Address of Principal         (Former Registrant's Telephone
                Executive Offices)                 No. incl. area code)

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

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

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the registrant's knowledget 0 0 , 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 |_|.

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

The issuer's revenues for the fiscal year ended December 31, 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. Yes |_| No |X|


<PAGE>

Explanatory Note: This Amendment No. 2 on Form 10-KSB/A to the Annual Report on
Form 10-KSB of Wireless Age Communications, Inc. (the "Company") for the fiscal
year ended December 31, 2004 (the "Original Filing") which was filed with the
Securities and Exchange Commission ("SEC") on March 31, 2005 and Amendment No. 1
filed with the SEC on May 2, 2005, is being filed to amend certain the valuation
of the Prime Battery Products Limited and the valuation of the acquisition of
the incremental 5% minority interest in Wireless Age Communications Ltd, in
response to comments from the SEC.

                       DOCUMENTS INCORPRATED 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.

      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.


                                       3
<PAGE>

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.

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.


                                       4
<PAGE>

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

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.


                                       5
<PAGE>

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.

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 former, 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.


                                       6
<PAGE>

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
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 209, Garden City Center, Winnipeg            2,071           Leased           December 2008
</TABLE>


                                       7
<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.


                                       8
<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

      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.


                                       9
<PAGE>

      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.

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.


                                       10
<PAGE>

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 of $241,147 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 $10,456,188 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            $ 7,607,963     $ 5,197,917
Activation Commissions and Residuals                   2,609,134       2,156,747
Equipment Rentals                                        239,092         250,112
                                                     -----------     -----------
Total Revenue                                        $10,456,188     $ 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 $4,752,973 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. Revenues related to the sale of
prepaid cellular cards and accessories totaled $4,118,646, battery sales and
other ancillary products totaled $481,840 and two-way radio commissions were
$152,487.


                                       11
<PAGE>

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
$6,528,147 compared to $3,865,573 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 $2,290,461 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. 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.

Other expenses totaled $531,020 during the twelve month period ended December
31, 2004 and compared to other expenses of $129,231 in the comparative period in
the prior year.


                                       12
<PAGE>

                                                           2004          2003
                                                           ----          ----
Interest expense                                          102,076       100,294
Foreign exchange losses                                   (57,153)       84,951
Non-operating interest expense, net                       131,580            --
Loss on investments                                       138,572            --
Loss on termination of acquisition                        179,635            --
Management fees                                                --       (39,973)
Share of loss of equity accounted investment               34,775            --
                                                           (1,535)       16,041
                                                          ---------------------
Total                                                     531,020       129,231

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.

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.

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 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.

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.

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.


                                       13
<PAGE>

Basic and diluted loss per share for the twelve month period ended December 31,
2004 was $0.09. Basic net 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.

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. The Company analyzes inventory levels annually and writes down
inventory that has become obsolete, inventory that has a cost basis in excess of
its expected net realizable value and inventory in excess of expected
requirements, to cost of goods sold. Expired inventory is disposed of and the
related costs are written off. If actual market conditions are less favorable
than that estimated by us, additional write-downs of existing inventory may be
required in future periods.

Inventory currently represents approximately 40% of total current assets and is
subject to risk of inexact estimates by management.

Revenue Recognition

The Company recognizes revenue from the sale of telecommunications equipment and
accessories 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.
Telecommunication service revenue is recognized in the month in which the
service is provided to the customer.

Revenue from long-term contracts for developing and building telecommunications
systems is recognized using the percentage of completion method where revenue is
recorded as costs are incurred, based on actual costs incurred to date on a
contract, relative to the estimated total costs to complete the contract.
Unbilled revenue represents revenue earned in excess of amounts billed on
uncompleted contracts. Deferred revenue represents the extent that billings to
clients are in excess of revenue recognized to date. The results reported under
the percentage of completion method are based on management's estimates of total
costs to complete the various contracts. Should total actual costs be materially
higher or lower than these estimates, adjustment to future results would be
necessary.

We believe that revenue recognition is substantially objectively measured and
other than collectibility which is covered elsewhere, there are no elements of
estimates in them. However, in our long term contracts, which at current levels
are generally not material, there are estimates of completion on how much is
earned and therefore are subject to risks of inexact estimates by management.


                                       14
<PAGE>

Impairment of Long-lived Assets

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.

Goodwill and Other Intangible Assets

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

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

In connection with our review of goodwill and intangible assets during fiscal
2004, we determined that certain intangible assets associated goodwill arising
from an acquisition were impaired. As a result, a non-cash impairment charge of
$1,216,146 was charged to the statement of operations during fiscal 2004.

Financial Condition

Total assets of the Company decreased from $10,051,586 at December 31, 2003 to
$9,374,817 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 $1,134,473 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.

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 $196,64 at December 31, 2004.


                                       15
<PAGE>

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
$5,455,385 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 $2,807,732. (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 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


                                       16
<PAGE>

      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.

                                     Total     Short-term  1-3 Years   4-5 Years

Notes payable (principal portion)    243,093     196,645      46,448          --
Note 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
                                     560,000     420,000     140,000          --
                                   ---------   ---------   ---------   ---------
Total cash obligations             1,599,303     927,839     667,490       3,974
                                   =========   =========   =========   =========

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

      It is the responsibility of the officers of the Company to ensure that the
Company maintain a system of disclosure controls and procedures that are
designed to provide reasonable assurance that material information related to
the Company, including our consolidated subsidiaries, is made known to our Chief
Executive Officer and our Chief Financial Officer on a regular and timely basis.
Our Board of Directors, operating through its Audit Committee, which is composed
entirely of independent outside directors, provides oversight to our financial
reporting process. Management has reviewed this system of disclosure controls
and procedures as of the end of the period covered by this report. The results
of such evaluation were presented to the Audit Committee of the Board of
Directors. On the basis of such evaluation, our CEO and CFO concluded there were
no significant deficiencies or material weaknesses in the Company's disclosure
controls and procedures and that the design and operation of these disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
Securities and Exchange Act of 1934 is recorded, processed, summarized and
reported within the time period specified in SEC rules and forms. The CEO and
CFO have concluded that the disclosure controls and procedures are effective at
a reasonable level as of the evaluation date of this report.

      During the year ended December 31, 2004, there were no changes in the
Company's internal controls over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.

      The term "disclosure controls and procedures" as used in this report
means, as defined in Rule 13a-15(e) promulgated under the Securities and
Exchange Act of 1934, as amended, (the "Exchange Act"), controls and other
procedures of our Company that are designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and
reported, within the time periods specified in the 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 the
Company in the reports that it files or submits under the Act is accumulated and
communicated to 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.


                                       17
<PAGE>

Item 7.  Financial Statements

                        WIRELESS AGE COMMUNICATIONS, INC.

                  REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2004 and 2003

                             (Stated in US Dollars)


                                       18
<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.

The Company's consolidated financial statements dated March 24, 2005 have been
restated to give effect to adjustments described in Note 24. We have audited
these adjustments and, in our opinion, such adjustments are appropriate and have
been properly applied.

Toronto, Canada                                           "MINTZ & PARTNERS LLP"
March 24, 2005, except as to Note 24 which
 are as of November 8, 2005


                                       19
<PAGE>

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

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

<TABLE>
<CAPTION>
                              ASSETS                         2004           2003
                              ------                         ----           ----
                                                        Restated see
                                                          Note 24
<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                                          3,145,419       2,855,597
                                                        ------------    ------------
                                                        $  9,374,817    $ 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                                 7,545,611       4,741,850
Accumulated deficit                                       (2,250,908)       (207,536)
Other comprehensive income                                   137,137          94,720
                                                        ------------    ------------
                                                           5,455,385       4,648,608
                                                        ------------    ------------
                                                        $  9,374,817    $ 10,051,586
                                                        ============    ============
</TABLE>

                             SEE ACCOMPANYING NOTES


                                       20
<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>
Sales:
   Sales - products                                        $ 12,600,027    $  7,111,822
   Activation commission and residual revenue                 2,609,134       2,156,747

Total sales                                                  15,209,161       9,268,569

   Cost of goods sold - products                             10,193,366       5,411,072
                                                           ------------    ------------
Gross profit                                                  5,015,795       3,857,497

Operating expenses
   Selling and administrative expenses                        5,072,689       3,616,350
   Amortization                                                 239,312         249,223
   Writedown of goodwill and intangible assets                1,216,146              --
                                                           ------------    ------------
Earnings from operations                                      6,528,147       3,865,573
                                                           ------------    ------------
Loss from operations                                         (1,512,352)         (8,076)
                                                           ------------    ------------
Other expenses (income)
   Interest expense                                             102,076         100,294
   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              --
   Loss on termination of acquisition - Note 13                 179,635              --
   Management fees                                                   --         (39,973)
   Share of loss of equity accounted investment - Note 5         34,775              --
   Non-controlling interest                                      (1,535)         16,041
                                                           ------------    ------------
Total other expenses                                            531,020         129,231
                                                           ------------    ------------
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


                                       21
<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>

                             SEE ACCOMPANYING NOTES


                                       22
<PAGE>

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.

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


                                       23
<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


                                       24
<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
                                                 ----------   -----------   -----------   -----------    -----------    -----------
                                                                                                                        Restated see
                                                                                                                          Note 24
<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       624,050            --             --        624,750

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       146,527            --             --        146,717

Capital stock issued to acquire investment
in subsidiary                                        50,000            50        24,600            --             --         24,650

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   $ 7,545,611   $   137,137    $(2,250,908)   $ 5,455,385
                                                 ==========   ===========   ===========   ===========    ===========    ===========
</TABLE>

                             SEE ACCOMPANYING NOTES


                                       25
<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 have been eliminated.


                                       26
<PAGE>

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

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

            Inventory

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

            Allowance for Doubtful Accounts

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

            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.


                                       27
<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 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.


                                       28
<PAGE>

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

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

            Income Taxes

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

            Basic and Diluted Earnings (Loss) Per Share

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


                                       29
<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


                                       30
<PAGE>

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

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

            On December 31, 2003, the Company acquired $1,700,000 in outstanding
            principal amount of 8% Convertible Promissory Notes of RELM Wireless
            Corporation a publicly traded entity listed on the NASD
            Over-the-Counter-Bulletin-Board for a cash payment of $1,870,000.
            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>


                                       31
<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 - (restated see Note 24)

<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                              3,145,419           --    3,145,419    2,855,597
                                                 ----------   ----------   ----------   ----------
                                                 $5,324,486   $  790,904   $4,533,582   $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 $3,145,419 (during the current period the Company
            recorded an increase in goodwill of $1,134,473 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.


                                       32
<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

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

Note 9      Long-term Debt

<TABLE>
<CAPTION>
                                                                                    2004           2003
                                                                                 -----------    -----------
<S>                                                                              <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>


                                       33
<PAGE>

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

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

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


                                       34
<PAGE>

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

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

            Warrants

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

<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.


                                       35
<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 11

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

Note 12     Non-operating interest expense, Net

<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.

                                                               2004       2003
                                                             --------   --------
            Write off of acquisition deposit                 $ 83,195   $     --
            Transaction legal and accounting costs             96,440         --
                                                             --------   --------
                                                             $179,635   $     --
                                                             ========   ========

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>


                                       36
<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:

<TABLE>
<CAPTION>
                                                               2004         2003
                                                             ---------    ---------
<S>                                                          <C>          <C>
            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)
                                                             ---------    ---------
                                                             $      --    $      --
                                                             =========    =========
</TABLE>

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

            No current provision for income taxes has been provided in these
            financial statements due to the net loss. At December 31, 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:


                                       37
<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
            value.

Note 18     Business Acquisitions - (restated see Note 24)

            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.


                                       38
<PAGE>

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

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

            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
                                                            ========

            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.


                                       39
<PAGE>

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

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

            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:

            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.


                                       40
<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 16

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

            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:

            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 15% discount due to the trading
            restrictions on the stock. The consolidated financial statements
            include the operating results of Prime Battery from September 16,
            2004.


                                       41
<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:

<TABLE>
<CAPTION>
<S>                                                                      <C>
            Current assets                                               $   2,134
            Capital assets                                                   6,668
            Goodwill                                                       747,445
                                                                         ---------
                                                                           756,247
            Current liabilities                                            332,447
                                                                         ---------
            Net assets acquired at fair values                           $ 423,800
                                                                         =========

            Total consideration
               700,000 common shares                                     $ 624,750
               Less: Consideration allocated to purchase of net assets    (225,600)
               50,000 common shares                                         24,650
                                                                         ---------
                                                                         $ 423,800
                                                                         =========
</TABLE>

            The $747,445 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:


                                       42
<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 $146,717
            representing 189,679 common shares. The value of the shares was
            determined based on a 15% discount off the closing share trading
            price on the date of acquisition. The discount is intended to
            reflect the share trading restrictions placed on the stock.

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

            Minority interest                               $ 23,664
            Goodwill                                         123,053
                                                            --------
            Net assets acquired at fair values              $146,717
                                                            ========
            Total consideration
               189,679 common shares                        $146,717
                                                            ========

            The $123,053 of goodwill was assigned to the retail segment. The
            Company expects to deduct 100% of this amount for tax purposes.


                                       43
<PAGE>

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

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

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 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 - (restated see Note 24)

            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                          $  6,144,387    $  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                          450,737         409,344
              Intangible assets and goodwill - wholesale                     4,082,845       4,189,397
              Unallocated corporate assets                                     212,838       1,987,149
                                                                          ------------    ------------
            Consolidated assets                                           $  9,374,817    $ 10,051,586
                                                                          ============    ============
</TABLE>


                                       44
<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.


                                       45
<PAGE>

Wireless Age Communications, Inc.
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003
(Stated in US Dollars) - Page 21

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

            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)

Note 24     Change in Acquisition Valuation

            The Company consistently uses a 33% discount to the last share price
            on closing date in order to reflect the resale restrictions and the
            size of the share block relative to the then outstanding number of
            common shares when calculating the value of its common shares issued
            in various transactions. Following discussions with Securities and
            Exchange Commission the Company revised the discount rate from 33%
            to 15% for the Prime Battery Products Limited and the Wireless Age
            Communications Ltd. acquisitions because these transactions were
            less materially dilutive as apposed to other transactions
            consummated during the year. As a result of the above correction,
            the goodwill and additional paid-in capital have been increased by
            $169,387 in the consolidated balance sheet as at December 31, 2004.


                                       46
<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.


                                       47
<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, 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.


                                       48
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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.


                                       49
<PAGE>

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

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

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

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

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

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

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

Exhibit 10.24     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.

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.


                                       50
<PAGE>

                                   SIGNATURES

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

   Date:  November 11, 2005
                                              WIRELESS AGE COMMUNICATIONS, INC.

                                              By: /s/ Bradley J. Poulos
                                                  ------------------------------
                                              Name:  Bradley J. Poulos
                                              Title: President and CEO

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

        Name                              Title                      Date
        ----                              -----                      ----

/s/ Bradley J. Poulos
------------------------
    Bradley J. Poulos                   CEO/Director           November 11, 2005
                               (principal executive officer)

/s/ John G. Simmonds
------------------------
     John G. Simmonds                Chairman /Director        November 11, 2005

/s/ Brian Usher-Jones
------------------------
     Brian Usher-Jones                   Director              November 11, 2005

/s/ Kenneth Adelberg
------------------------
     Kenneth Adelberg                    Director              November 11, 2005

/s/ Stephen Dulmage
------------------------
     Stephen Dulmage                     Director              November 11, 2005

/s/ Gary N. Hokkanen
------------------------
     Gary N. Hokkanen                      CFO                 November 11, 2005
                            (principal accounting officer)


                                       51