Wireless Age Communications Inc – ‘10KSB/A’ for 12/31/04

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Amendment to Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment to Form 10KSB                               20    134K 
 2: EX-31.1     Rule 13A-14(A)/15D-14(A) Certifications                2±     8K 
 3: EX-31.2     Rule 13A-14(A)/15D-14(A) Certifications                2±     8K 
 4: EX-32.1     Section 1350 Certifications                            1      7K 

10KSB/A   —   Amendment to Form 10KSB
Document Table of Contents

10KSB/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-KSB/A
 (Amendment No. 1)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 
1934                                                                
For the fiscal year ended December 31, 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)

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

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

 765 15th Sideroad
 King City, Ontario, Canada, L7B 1K5
(Address of Principal Executive Offices)

                                                        [Enlarge/Download Table]
                                                                                           
Registrant's Telephone No. incl. area code:                  905-773-3529                  

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 knowledge, in the definitive proxy or information      
statements incorporated by reference in Part III of this Form 10-KSB or any     
amendment to this Form 10-KSB |__|.                                             

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

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Based on the closing price on April 26, 2005 of $0.55 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 $10,840,853.                                                      

As of April 26, 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|                                      

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

Explanatory Note: This amendment on Form 10-KSB/A to the Annual Report on Form  
10-KSB of Wireless Age Communications, Inc. (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, is being filed to 
amend Part III, to include the information contained herein.                    

PART III

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

    The Company's current directors are John G. Simmonds, Bradley J. Poulos,
Kenneth Adelberg, Stephen Dulmage and Brian Usher-Jones. Their terms expire upon
the election and qualification of their successors.                             

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

Name                         Age         Position                 
----                         ---         --------                 
John G. Simmonds              54         Chairman of the Board    
Bradley J. Poulos             45         Director                 
Kenneth Adelberg              52         Director                 
Stephen Dulmage               62         Director                 
Brian Usher-Jones             58         Director                 

Biographical Information Regarding Directors                                    

John G. Simmonds, Chairman and CEO. Mr. Simmonds has served as Chief Executive  
Officer and Chairman of the Board of Directors of Wireless Age Communications,  
Inc. since March 13, 2003. Mr. Simmonds has 35 years of experience in the       
communications sector. He has extensive experience in building teams, operating 
systems, and distribution networks. Mr. Simmonds has particular experience with 
developing distribution networks for Midland TM LMR products worldwide, an asset
now owned by Wireless Age Communications, Inc., through its wholly owned        
subsidiary, Prime Wireless Corporation. Mr. Simmonds was integral in developing 
the Midland TM brand worldwide following an initial product launch in Canada    
during the late 1970's through his family business A.C. Simmonds & Sons Ltd. and
later followed by the successful acquisition of Midland International           
Corporation from Western Auto, a subsidiary of Sears, in 1993. In September     
2004, Mr. Simmonds was appointed as Chief Executive Officer and Director of,    
Azonic Corporation. Wireless Age Communications, Inc. intends to align itself   
with Azonic Corporation for purposes of, among other things, marketing,         
distribution and management assistance. In addition, since 1998, Mr. Simmonds   
has served as the Chief Executive Officer, Chairman and Director of TrackPower  
(OTCBB: TPWR). TrackPower is a corporation whose current business plan and      
activities are designed around the equine racing and wagering industries. Mr.   
Simmonds has also been                                                          

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involved with several other companies. Mr. Simmonds served as Chief Executive   
Officer, Chairman and Director of Phantom Fiber Corporation (OTCBB: PHMF),      
formerly Pivotal Self-Service Technologies, Inc. and resigned in June of 2004.  
In 1991, Mr. Simmonds founded Simmonds Capital Limited (formerly Simmonds       
Communications Limited) a merchant banking company with an active role in       
certain strategic investments. Simmonds Capital was a Toronto Stock Exchange    
listed company. In the communications and wireless businesses Mr. Simmonds held 
various executive and board positions: Glenayre Technologies, Inc. (NasdaqNM:   
GEMS:), where he served as director from 1987-1989 and again in 1991; Midland   
USA/Canada, where he served as CEO from 1993 to 1996; INTEK Global Corporation  
(formerly Intek Diversified Corp.), IDCC, a Nasdaq-listed (small cap company)   
where he served as Director and Chief Executive Officer from 1994 to 1996 and   
continued to serve as a director until 1998. In 1989, Mr. Simmonds purchased the
first of many golf courses, Cherry Downs, a private 18-hole golf course located 
just north of Toronto, Canada. Cherry Downs was later sold into a public        
company, which became Clublink Corporation (TO: LNK) and today is the largest   
golf course operation in Canada.                                                

Bradley J. Poulos, President and Director. Mr. Poulos served as the President of
Wireless Age subsidiary mmwave Technologies Inc. from 1998 to 2005 and moved    
into his current position upon the acquisition of mmwave in March of 2005.      
Located in Mississauga (Toronto), Canada, Brad oversees the operation of the    
company on a day-to-day basis. Mr. Poulos has 20 years experience in the        
telecommunications industry including 15 years at Telesat Canada where he held  
progressively senior positions - in both technical and marketing roles. At the  
time of his departure to join mmwave he was responsible for sales and marketing 
for Telesat's voice and data business. He has extensive experience in the       
operation, design and building of wireless networks of all kinds. Mr. Poulos    
earned an Electronics Engineering Technologist Diploma (DeVry) in 1983 and a    
Master of Business Administration from the Ivey School of Business (University  
of Western Ontario) in 1996.                                                    

Kenneth Adelberg, Director. Mr. Adelberg has been one of the Company's directors
since 2003. Mr. Adelberg has served as President and Chief Executive Officer of 
HiFi House Group of Companies, a privately-held company based in Broomall,      
Pennsylvania, since 1987. Mr. Adelberg was a founding stockholder of US Wats,   
Inc., a publicly-traded company specializing in business telecommunications     
services, located in Bala Cynwyd, Pennsylvania, which was established in 1989.  
Mr. Adelberg is a founding stockholder and director of Republic Bank,           
Philadelphia, Pennsylvania, a publicly-traded bank which has been in operation  
since 1989. Mr. Adelberg is also a director of Trackpower, Inc. Mr. Adelberg    
holds Bachelor of Science degrees in Biophysics and Physiological Psychology    
from Pennsylvania State University and attended the MBA program at Drexel       
University, Philadelphia, Pennsylvania. Mr. Adelberg serves as a member of the  
Board of Directors' Audit and Compensation Committees.                          

Stephen Dulmage, Director. Mr. Dulmage has served as a director of the Company  
since his election at the Company's 2004 annual meeting on June 22, 2004. He    
currently serves as the Chief Financial Officer of African Gold Group, Inc., a  
Toronto Stock Exchange Venture Exchange listed company. Prior to such service,  
Mr. Dulmage served as a self employed business consultant from January 2003     
through April 2003, as a sales agent of the Equigenesis Corporation from        
December 1999 through December 2002, and as a sales agent for Mantum Corporation
from November 1996 - December 1999. Mr. Dulmage earned a Bachelor of Arts degree
at McMaster University in 1964. Mr. Dulmage is a C.A. (Chartered Accountant) and
is a member of the Canadian Institute of Chartered Accountants, (Price          
Waterhouse from 1964 through 1967). Mr. Dulmage is a director of Oromonte       
Resources Inc. - a TSX-Venture Exchange listed company, from 2000-2004.         

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

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identification of a person as an audit committee financial expert does not      
impose on such person any duties, obligations or liability that are greater than
the duties, obligations and liability imposed on such person as a member of the 
audit committee and the Board of Directors in the absence of such designation or
identification nor does the designation or identification of a person as an     
audit committee financial expert affect the duties, obligations or liability of 
any other member of the audit committee or Board of Directors. Mr. Usher-Jones  
also serves as a member of the Board of Directors Compensation Committee.       

Board and Committee Meetings                                                    

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

     The Board held fourteen meetings during the 2004 fiscal year. No director
attended less than 100% of the Board meetings while serving as such director, or
less than 100% of all committee meetings on which he served as a committee      
member.                                                                         

     Mr. Robert Sim served as a director of the Company for a portion of 2004.
Mr. Sim resigned as a director of the Company on January 18, 2004 to pursue     
other interests.                                                                

    The audit and compensation committees are the standing committees of the
Board. The fiscal year 2004 and 2005 committees are comprised as follows:       

  2004 Audit Committee               2004 Compensation Committee

Brian Usher-Jones (Chair)          Kenneth Adelberg (Chair) 
Kenneth Adelberg                   Brian Usher-Jones        
Stephen Dulmage                    Stephen Dulmage          

The current committees are comprised as follows:            

  2005 Audit Committee               2005 Compensation Committee

Brian Usher-Jones (Chair)          Kenneth Adelberg (Chair) 
Kenneth Adelberg                   Brian Usher-Jones        
Stephen Dulmage                    Stephen Dulmage          

The audit committee of the Board (the "Audit Committee") held four  
meetings during fiscal 2004. The Audit Committee, among other things, recommends
the Company's independent auditors, reviews the Company's financial statements, 
reports and recommendations regarding the adequacy of internal accounting       
controls made by the independent auditors and considers such other matters with 
respect to the accounting, auditing and financial reporting procedures as it may
deem appropriate or as may be brought to its attention. The Audit Committee acts
under a written charter adopted and approved by the Board on March 26, 2004. A  
copy of the Audit Committee Charter was attached as an Exhibit to the Company's 
definitive proxy statement for 2004. The Audit Committee is composed of outside 
directors who are not officers or employees of the Company or its subsidiaries. 
In the opinion of the Board and as "independent" is defined under current       
standards of the American Stock Exchange (including the heightened independence 
requirements of audit committee members), these directors are independent of    
management and free of any relationship that would interfere with their exercise
of independent judgment as member of this committee.                            

  The compensation committee of the Board (the "Compensation Committee")
held two meetings during the 2004 fiscal year as of even date with regularly    
scheduled Board meetings. The Compensation                                      

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Committee is responsible for allocating cash compensation and stock options to  
senior executive officers of the Company.                                       

Board of Directors Independence                                                 

   The Board of Directors reviews the relationships that each director has
with us and other parties. Only those directors who do not have any of the      
categorical relationships that preclude them from being independent within the  
meaning of American Stock Exchange Company Guide, Part I Section 121, and who   
the Board of Directors affirmatively determines have no relationships that would
interfere with the exercise of independent judgment in carrying out the         
responsibilities of a director, are considered to be Independent Directors. The 
Board of Directors has reviewed a number of factors to evaluate the independence
of each of its members. These factors include its members' current and historic 
relationships with us and our subsidiaries; their relationships with management 
and other directors; the relationships their current and former employers have  
with us and our subsidiaries; and the relationships between us and other        
companies on which our board members are directors or executive officers. After 
evaluating these factors, the Board of Directors has determined that three of   
its current five members are "independent" as defined by American Stock Exchange
Company Guide, Part I Section 121, all applicable rules and regulations of the  
SEC, and for purposes of Rule 162(m) of the Internal Revenue Code of 1986, as   
amended. These directors are Messrs. Brian Usher-Jones, Kenneth Adelberg and    
Stephen Dulmage. Independent members of our Board of Directors meet in executive
session without management present, and are scheduled to do so at least two     
times per year. The Board of Directors has designated Mr. Usher-Jones as the    
presiding director for these meetings.                                          

Shareholder Communications                                                      

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

Report of Audit Committee of the Board of Directors                             

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

o     reviewing and discussing the audited financial statements with
management;                                             

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

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

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

     The Committee regularly meets with management to consider the adequacy of
the Company's internal controls and the integrity of it financial reporting. The
Committee discusses these matters with the Company's independent auditors and   
with appropriate Company financial personnel and internal auditors. The         
Committee regularly meets privately with management, the independent auditors   
and the internal auditors. Each of the independent auditors has unrestricted    
access to the Committee. The Committee retains and, if circumstances warrant,   
replaces the independent auditors and regularly reviews their performance and   
independence from management. The Committee also pre-approves all audit and     
permitted non-audit services and related fees.                                  

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

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

Review of Audited Financial Statements                                          

   The Audit Committee has reviewed the Company's financial statements for
the fiscal year ended December 31, 2004, as audited by Mintz & Partners, the    
Company's independent auditors, and has discussed these financial statements    
with management. In addition, the Audit Committee has discussed with Mintz &    
Partners the matters required to be discussed by Statement of Auditing Standards
No. 61, as amended, regarding the codification of statements on auditing        
standards. Furthermore, the Audit Committee has received the written disclosures
and the letter from Mintz & Partners required by the Independence Standards     
Board Standard No. 1 and has discussed with Mintz & Partners its independence.  

   In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board that the audited financial statements for the
fiscal year ended December 31, 2004 be included in the Company's Annual Report  
on Form 10-KSB, for filing with the Securities and Exchange Commission.         

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

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           AUDIT COMMITTEE

             Brian Usher-Jones
            Kenneth Adelberg
           Stephen Dulmage

Executive Officers

The following table presents information with respect to our executive officers,
as of April 15, 2005.                                                           

Name                         Age      Position  
----                         ---      --------  
      John G. Simmonds             54       Chairman and CEO
Bradley J. Poulos            45       President 
             Gary Hokkanen                49       Chief Financial Officer
         Carrie Weiler                46       Corporate Secretary

John G. Simmonds, Chairman and CEO of the Company. See "Biographical Information
Regarding Directors" above for information regarding Mr. Simmonds.              

Bradley J. Poulos, President and Director. See "Biographical Information        
Regarding Directors" above for information regarding Mr. Poulos.                

Gary N. Hokkanen, Chief Financial Officer. Mr. Hokkanen has served as the       
Company's CFO since May 29, 2003. Mr. Hokkanen is an executive level financial  
manager with over 6 years experience in public company financial management. Mr.
Hokkanen holds a Bachelor of Arts degree from the University of Toronto and is a
CMA (Certified Management Accountant) and a member of the Society of Management 
Accountants, Ontario. From January 2001 to April 2003 Mr. Hokkanen was CFO of   
IRMG Inc., a Toronto based financial management consulting firm. Mr. Hokkanen   
served as CFO of Simmonds Capital Limited from July 1998 to January 2001 and    
served as CFO of Trackpower Inc. from February 1998 to June 2001. For the period
April 1996 to July 1998, Mr. Hokkanen served as Treasurer of Simmonds Capital   
Limited. On October 15, 2004 Mr. Hokkanen was appointed CFO of Azonic           
Corporation and continues to serve in such capacity.                            

Carrie J. Weiler, Corporate Secretary. Ms. Weiler was appointed Secretary of the
Company on May 29, 2003. Ms. Weiler also provides services to the Simmonds      
Capital Limited group of companies which she joined in 1979. She has served as  
Vice President of Corporate Development for Simmonds Capital Limited and its    
divisions since 1994 and she has served as Corporate Secretary of TrackPower,   
Inc. since 1998. On October 15, 2004 Ms. Weiler was appointed Corporate         
Secretary of Azonic Corporation and continues to serve in such capacity.        

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

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, as well as persons beneficially 
owning more than 10% of the outstanding Common Stock, to file certain reports of
ownership with the Securities and Exchange Commission within specified time     
periods. Such officers, directors and shareholders are also required by         
Securities and Exchange Commission rules to furnish the Company with copies of  
all Section 16(a) forms they file.                                              

      Based solely on its review of such forms, all requirements received by the
Company, or written representations from certain reporting persons, the Company 
believes that between January 1, 2004 and December 31, 2004, all Section 16(a)  
filing requirements applicable to its officers, directors and 10% shareholders  
were met, except for the following late filings: Robert Sim resigned as a       
director on January 21, 2004, but did not file a Form 4 until June 23, 2004.    
Stephen Dulmage became a member of the Board                                    

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of Directors on June 22, 2004, but did not report ownership of 34,700 shares of 
the Company's Common Stock until July 16, 2004.                                 

Code of Ethics                                                                  

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

      You can obtain copies of our current committee charters and Code of Ethics
by writing to our Corporate Secretary at 765 15th Sideroad, King City, Ontario, 
Canada, L7B 1K5, who shall provide copies without charge to any person.         

Item 10. Executive Compensation.                                                

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

Summary Compensation Table

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------------------------
                                                                      Long Term Compensation                              
--------------------------------------------------------------------------------------------------------------------------
                                                                              Awards              Payouts                 
--------------------------------------------------------------------------------------------------------------------------
Name and Principal   Year     Salary ($)   Bonus ($)  Other Annual    Restricted   Securities     LTIP       All          
Position                                              Compensation    Stock        Underlying     Payouts    Other        
                                                      ($)             Award(s)     Options/SARs   ($)        Compensation 
                                                                      ($)          (#)                       ($)          
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
John G. Simmonds     2004     $232,403          --    $5,000 (4)                                                          
Chief Executive      2003     $ 92,362 (3)      --                                                                        
Officer (1)(2)                                                                                                            
--------------------------------------------------------------------------------------------------------------------------
Gary N. Hokkanen     2004     $116,215 (5)      --                                                                        
Chief Financial      2003     (6)          (6)                                                                            
Officer (2)                                                                                                               
--------------------------------------------------------------------------------------------------------------------------
Carrie J. Weiler     2004     $103,955 (7)      --                                                                        
Corporate            2003     (6)          (6)                                                                            
Secretary (2)                                                                                                             
--------------------------------------------------------------------------------------------------------------------------
Dallas Robinson      2003     $21,757           --    $1,532 (9)                                                          
(8) Chief            2002     $16,318      $16,579    $1,149 (9)                                                          
Executive Officer                                                                                                         
--------------------------------------------------------------------------------------------------------------------------
Kenneth McAlpine     2001          --           --                                                                        
Chief Executive                                                                                                           
Officer                                                                                                                   
--------------------------------------------------------------------------------------------------------------------------

(1)   Mr. Simmonds joined the Company in March 2003.                            

(2)   Mr. Simmonds, Mr. Hokkanen, and Ms. Weiler, were compensated in 2003      
     pursuant to the terms of a Management Services Agreement between Simmonds
 Capital Limited ("SCL") and the Company. Management fees paid for the
   executive management services of such officers of the Company under the
      Management Services Agreement totaled $268,874 during Fiscal Year 2003. On
  May 1, 2003, the Company by verbal consent entered into the management
      services agreement with SCL pursuant to which SCL would provide executive,
accounting and financial reporting, human resources, information    
      technology and other general management and administrative services to the
  Company. The initial term of the agreement was one year. The agreement
 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. Under
      the terms of the agreement the Company agreed to pay $35,000 per month for
services rendered. On January 1,                                    

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2004, the agreement was effectively assigned from SCL to Simmonds   
Mercantile and Management Inc. ("SMMI"). SMMI provides services to  
   entities other than the Company, and each of Mr. Simmonds, Mr. Hokkanen
      and Ms. Weiler currently devote, or may devote in the future, some portion
  of their working time to the management of other entities. The amounts
  shown on the chart above reflect the total amounts paid by SMMI and it
     predecessors to Mr. Simmonds, Mr. Hokkanen and Ms. Weiler in the 2003 and
 2004 fiscal years, although some portion of that compensation was for
services performed for entities other than the Company.             

(3)   Mr. Simmonds was paid CAD$124,689 in 2003 and CAD$300,500 in 2004 by SMMI 
     and its predecessors, which amounts were equal to, respectively US$92,362
      and US$232,403. Such foreign exchange conversions were calculated based on
the average exchange rate for the applicable period.                

(4)   2003 Board service fees. Following the 2004 Annual Meeting of             
     Shareholders, no board service fees were paid to employees of the Company
serving on the Board of Directors.                                  

(5)   Mr. Hokkanen was paid CAD$150,267 in 2004 by SMMI and its predecessors,   
   which amount was equal to US$116,215. Such foreign exchange conversions
 were calculated based on the average exchange rate for the applicable
period.                                                             

(6)   Total annual salary and bonuses were less than $100,000.                  

(7)   Ms. Weiler was paid CAD$134,415 in 2004 by SMMI and its predecessors,     
   which amount was equal to US$103,955. Such foreign exchange conversions
 were calculated based on the average exchange rate for the applicable
period.                                                             

(8)   Mr. Robinson served as CEO during 2002 and resigned as CEO in March 2003. 

(9)   Automobile allowances.                                                    

Option Grants in 2004 Fiscal Year                                               

The Company made no option grants in 2004.                                      

Compensation of Directors                                                       

Fees                                                                            

   The following fees were paid to Directors who were not employees of the
Company during fiscal 2004. During 2004, all non-employee directors received    
fees for services rendered on the Board of Directors. Directors who are         
full-time employees of the Company receive no additional compensation for       
serving as directors. Board members are also reimbursed for all expenses        
associated with attending Board or Committee meetings. Non-employee directors   
are paid a $20,000 retainer per annum, paid quarterly and meeting fees as       
follows:                                                                        

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

Compensation Committee Interlocks                                               

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During the fiscal year 2004, the Compensation Committee consisted of
Messrs. Dulmage, Usher-Jones and Adelberg. Mr. Sim served as a member of the    
Compensation Committee until he resigned as a director of the Company in January
2004. Mr. Dulmage has served as a member of the Compensation Committee since his
election to the Board of Directors on June 22, 2004. Mr. Usher-Jones also serves
as a director and is a member of the compensation committee of Pivotal          
Self-Service Technologies Inc.                                                  

Employment Arrangements'                                                        

The Company's Chief Executive Officer and Chairman of the Board of  
Directors, Mr. John Simmonds, the Chief Financial Officer, Mr. Gary Hokkanen,   
and the Corporate Secretary, Ms. Carrie Weiler, were compensated in 2003        
pursuant to the terms of a Management Services Agreement between Simmonds       
Capital Limited and the Company. Management fees paid for the executive         
management services of such officers of the Company under the Management        
Services Agreement totaled $268,874 during Fiscal Year 2003. On May 1, 2003, the
Company by verbal consent entered into the management services agreement with   
Simmonds Capital Limited pursuant to which Simmonds Capital Limited would       
provide executive, accounting and financial reporting, human resources,         
information technology and other general management and administrative services 
to the Company. The initial term of the agreement was one year. The agreement   
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. Under the terms of the
agreement the Company agreed to pay $35,000 per month for services rendered. On 
January 1, 2004, the agreement was effectively assigned from Simmonds Capital   
Limited to Simmonds Mercantile and Management Inc. a private Canadian           
corporation owned by John Simmonds, Carrie Weiler, Gary Hokkanen and Graham     
Simmonds. Management fees paid for the executive management services of such    
officers of the Company under the Management Services Agreement totaled $420,000
during Fiscal Year 2004.                                                        

 In connection with the appointment of Mr. Brad Poulos as President of
Wireless Age, the Company entered into an employment agreement with Mr. Brad    
Poulos on March 4, 2005 (the "Brad Poulos Employment Agreement"). Under the     
terms of the Brad Poulos Employment Agreement, Mr. Poulos will serve as         
President of Wireless Age at a base annual salary of CDN $200,000 (as of April  
12, 2005, based on an exchange rate of CDN 1= U.S. $.808, CDN $200,000 was equal
to U.S. $161,600). Mr. Poulos is also eligible for a short term bonus equal to  
50% of his base annual salary if he achieves certain performance milestones. In 
addition, Mr. Poulos is eligible for long term bonus of 333,333 shares of the   
Company to be issued upon the first, second and third anniversary date of       
inception of his service to the Company (for a total of 999,999 shares in total)
if he achieves certain additional milestones. Mr. Poulos will be granted three  
weeks of vacation and will be eligible for employee benefit plans offered to    
other Company personnel. The Company will pay an automobile allowance to Mr.    
Poulos of CDN $1,200 per month (as of April 12, 2005, CDN $14,400 was equal to  
U.S. $11,635.20). Mr. Poulos has agreed to the Company's customary provisions   
for loyalty, confidentiality and ownership of intellectual property. The Brad   
Poulos Employment Agreement will continue in effect until such time notice is   
given by the Company, at its sole discretion at any time, to terminate Mr.      
Poulos. If the Company terminates the employment of Mr. Poulos prior to the     
statutory notice period required under the laws of Ontario and if termination   
occurs within 18 months of the inception date of the Brad Poulos Employment     
Agreement, the Company shall pay Mr. Poulos 300% of his annual base salary, and 
150% if termination occurs after 18 months of inception of the agreement. The   
Company will have the right at any time to terminate Mr. Poulos for just cause  
without having to make such payments if Mr. Poulos is terminated for just cause 
or if Mr. Poulos voluntarily resigns or otherwise voluntarily terminates his    
agreement with the Company. The Company will continue health and ancillary      
benefit coverage for a period of 24 months following termination of employment. 
In connection with the Brad Poulos Employment Agreement, the Company has        
undertaken to exercise commercially reasonable efforts to cause Mr. Brad Poulos 
to be nominated and elected to the Company's Board of Directors.                

    As of March 4, 2005, in connection with the Company's acquisition of all
of the issued and outstanding shares of mmwave Technologies Inc., ("mmwave"),   
Mr. Glenn Poulos entered into an                                                

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agreement to serve as the President of mmwave (the "Glenn Poulos Employment     
Agreement"). Mr. Poulos will serve as President of mmwave at a base annual      
salary of CDN $150,000 (as of April 12, 2005, based on an exchange rate of CDN  
1= U.S. $.808, CDN $150,000 was equal to U.S. $121,200). Mr. Poulos is also     
eligible for a short term bonus equal to 33% of his base annual salary if he    
achieves certain performance milestones. In addition, Mr. Poulos is eligible for
long term bonus of 333,333 shares of mmwave to be issued upon the first, second 
and third anniversary date of inception of his service to mmwave (for a total of
999,999 shares in total) if he achieves certain additional milestones. Mr.      
Poulos will be granted three weeks of vacation and will be eligible for employee
benefit plans offered to other mmwave personnel. mmwave will pay an automobile  
allowance to Mr. Poulos of CDN $1,200 per month (as of April 12, 2005, CDN      
$14,400 was equal to U.S. $11,635.20). Mr. Poulos has agreed to mmwave's        
customary provisions for loyalty, confidentiality and ownership of intellectual 
property. This employment agreement will continue in effect until such time     
notice is given by mmwave, at its sole discretion at any time, to terminate Mr. 
Poulos. If mmwave terminates the employment of Mr. Poulos prior to the statutory
notice period required under the laws of Ontario and if termination occurs      
within 18 months of the inception date of the employment agreement, mmwave shall
pay Mr. Poulos 266% of his annual base salary, and 133% if termination occurs   
after 18 months of inception of the agreement. mmwave will have the right at any
time to terminate Mr. Poulos for just cause without having to make such payments
if Mr. Poulos is terminated for just cause or if Mr. Poulos voluntarily resigns 
or otherwise voluntarily terminates his agreement with mmwave. mmwave will      
continue health and ancillary benefit coverage for a period of 24 months        
following termination of employment.                                            

There are no change of control provisions pursuant to the Management
Services Agreement or any similar agreements with any of the aforementioned     
officers, except for such provisions contained in each of the Brad Poulos       
Employment Agreement and the Glenn Poulos Employment Agreement.                 

Pursuant to the Brad Poulos Employment Agreement, in the event of a 
buyout, merger, or any other event that results in a change of control (as      
defined therein), or whereby Mr. Poulos no longer controls at least one seat on 
the Company's Board of Directors, Mr. Poulos may elect to resign within sixty   
(60) days of such event, with the following benefits: if termination occurs     
within 18 months of the inception date of the Brad Poulos Employment Agreement, 
the Company shall pay Mr. Poulos 300% of his annual base salary, and 150% if    
termination occurs after 18 months of inception of the agreement. The Company   
will continue health and ancillary benefit coverage for a period of 24 months   
following termination of employment.                                            

Pursuant to the Glenn Poulos Employment Agreement, in the event of a
buyout, merger, or any other event that results in a change of control (as      
defined therein), Mr. Poulos may elect to resign within sixty (60) days of such 
event, with the following benefits: if termination occurs within 18 months of   
the inception date of the Glenn Poulos Employment Agreement, the Company shall  
pay Mr. Poulos 266% of his annual base salary, and 133% if termination occurs   
after 18 months of inception of the agreement. The Company will continue health 
and ancillary benefit coverage for a period of 24 months following termination  
of employment.                                                                  

Compensation Committee Report on Executive Compensation                         

The Compensation Committee consists of three non-employee directors,
Messrs. Adelberg, Usher-Jones and Stephen Dulmage. The Compensation Committee   
has the responsibility for allocation of cash compensation and stock options to 
senior executive officers of the Company.                                       

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

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Compensation Committee                                                          

Kenneth Adelberg                                                                
Brian Usher-Jones                                                               
Stephen Dulmage                                                                 

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

     In 2004, the Company had no securities compensation plan for the officers
and directors of the Company.                                                   

The following table sets forth certain information regarding the    
beneficial ownership of Common Stock as of April 26, 2005 by (i) each director  
of the Company, (ii) each of the Company's officers named in the Summary        
Compensation Table (collectively, the "Named Executive Officers"), (iii) each   
person who is known by the Company to be the beneficial owner of more than five 
percent of the Company's outstanding Common Stock, and (iv) all directors and   
executive officers as a group. Except as otherwise indicated below, each person 
named has sole voting and investment power with respect to the shares indicated.

                                                                [Download Table]

                         Amount and Nature of                             
                         Beneficial Ownership                             
Name and Address of                    Options/                           
 Beneficial Owner         Shares      Warrants (1)  Total (1)  Percent (1)
--------------------    -----------   ------------  ---------  -----------
                                                                          
Robert Sim (2)           1,890,650            0     1,890,650      6.7%   
Dallas Robinson (3)        711,151            0       711,151      2.5%   

Kenneth Adelberg           650,000       50,000        700,00      2.5%   
Stephen Dulmage                  0            0             0         *   
Gary Hokkanen                    0            0             0         *   
Bradley J. Poulos (4)    1,350,000            0     1,350,000      4.8%   
Glenn J. Poulos (5)      1,350,000            0     1,350,000      4.8%   
John Simmonds            1,433,854       50,000     1,483,854      5.2%   
Brian Usher-Jones          887,500       50,000       937,500      3.3%   
Carrie Weiler                    0            0             0         *   

Segal, Talarico,                                                          
  Habib, Molot LLP                                                        
  (6)                    4,500,000            0     4,500,000      15.9%  

All executive officers                                                    
and directors as a                                                        
group (8 persons)(7)     5,671,354      150,000     5,821,354      20.5%  

(1)   Includes options and warrants exercisable as of the date hereof or within 
   60 days hereafter. Holdings of less than 1% are indicated by "*". Based
upon 28,381,046 shares issued and outstanding as of April 26, 2005, 
 (excluding any shares issuable under options or warrants, except with
      respect to the beneficial holder thereof as indicated in the table above).
     All such warrants became exercisable October 15, 2003 and are exercisable
     for the purchase of Common Stock until expiration on October 15, 2006, at
an exercise price of $2.00 per share.                               

(2)   Includes 29,450 shares owned directly by Mr. Sim, 1,000,000 shares held by
101016305 Saskatchewan Ltd., a corporation controlled by Mr. Sim and
861,200 shares owned by Rosemary Sim, the spouse of Mr.             

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   Sim. Mr. Sim resigned as a director of the Company on January 18, 2004.

(3)   Mr. Robinson served as CEO of the Company from October 2002 until March   
      2003. Mr. Robinson has not served as an officer or director of the Company
   since March 2003. Mr. Robinson resigned as an employee in October 2004.
Dallas Robinson previously served as an officer and director of our 
     subsidiary Wireless Age Communications Ltd. (Wireless Canada). On October
1, 2004, we entered into a Memorandum of Agreement under which Mr.  
Robinson resigned and we acquired Mr. Robinson's minority interest  
   position by issuing 179,151 of our common shares to 617350 Saskatchewan
   Ltd., a company solely owned by Mr. Robinson. Part of our Memorandum of
  Agreement with Mr. Robinson required us to register the 179,151 shares
issued to 617350 Saskatchewan Ltd. In addition, also pursuant to the
    October 1, 2004 Memorandum of Agreement, we agreed to register a further
      120,849 shares of our common stock issued to Mr. Robinson in consideration
     of our acquisition of our subsidiary Wireless Source. The natural persons
 who exercise voting, investment and power of disposition over Company
      securities held of record by 617350 Saskatchewan Ltd., are Dallas Robinson
   and Zelda Davidson. The aggregate of all shares of Company common stock
owned by Mr. Robinson and 617350 Saskatchewan Ltd. is 711,151 shares
    representing approximately 2.5% of our outstanding Company common stock.

(4)  On March 4, 2005, the Company executed a Share Exchange Agreement with the 
   shareholders (collectively, the "Vendors") of mmwave Technologies Inc., a
    Canadian corporation ("mmwave"). In connection with the mmwave acquisition
 by the Issuer and pursuant to the terms of a Support Agreement executed
  March 4, 2005 among the Vendors, the Issuer and 1588102 Ontario Inc., an
 Ontario corporation ("Exchangeco"), a special purpose subsidiary of the
   Issuer, the Vendors were issued 4,500,000 Class B Non Voting Exchangeable
   Shares (the "Exchangeable Shares") of Exchangeco. The Exchangeable Shares
are also subject to the terms and conditions of a Voting and Exchange 
   Agency Agreement (the "Agency Agreement") executed on March 4, 2005 among
 the Issuer, Exchangeco and Segal, Talarico, Habib, Molot LLP, a limited
     liability partnership formed under the laws of the Province of Ontario (the
 "Agent") as escrow and voting agent for the holders of the Exchangeable
Shares. Pursuant to the terms of the Support Agreement and the Agency 
Agreement, the Agent was issued 4,500,000 shares of Wireless Age      
   Communications, Inc. Common Stock, par value $.001 per share (the "Escrow
Shares"), to hold in escrow as agent pending the exercise of exchange 
    rights of the Exchangeable Shares or other disposition of the Exchangeable
Shares. Mr. Poulos is one of the Vendors and is the owner of 270,000  
     Exchangeable Shares and correspondingly is the indirect beneficial owner of
    270,000 Escrow Shares held by the Agent for the benefit of Mr. Poulos. Mr.
Poulos is also the beneficial owner of Brad Poulos Holdings Inc.      
   ("Holdings") which owns 1,080,000 Exchangeable Shares and correspondingly
 is the indirect beneficial owner of 1,080,000 Escrow Shares held by the
   Agent for the benefit of Holdings, as to which Mr. Poulos could be deemed
to have beneficial ownership of such Escrow Shares indirectly owned by
Holdings.                                                             

(5)   Glen J. Poulos is an officer (President) of mmwave.                       

(6)   These 4,500,000 shares are held as escrow agent.                          

(7)   Officers and Directors as a group include Kenneth Adelberg, Stephen       
    Dulmage, Gary Hokkanen, Bradley J. Poulos, Glenn J. Poulos (President of
mmwave), John Simmonds, Brian Usher- Jones, and Carrie Weiler.      

Item 12. Certain Relationships and Related Transactions                         

  On March 13, 2003 the Company agreed to purchase all of the issued and
outstanding shares of Prime Wireless Corporation ("Prime") from Pivotal         
Self-Service Technologies Inc. ("Pivotal"), including all of the intellectual   
property rights of Prime to operate its business, the name of Prime, its Vertex 
Standard Distribution Agreement, its Midland Master License including all       
sub-licenses, inventory, accounts receivable, trademarks, copyrights and        
tooling, in exchange for 1,500,000 shares of Company Common Stock. Mr. John     
Simmonds, Chairman and CEO of the Company and Mr. Gary Hokkanen, CFO of the     
Company, at the time provided management services to Pivotal. In addition, Mr.  
Brian Usher-Jones                                                               

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serves on the Board of Directors of Pivotal as well as on the Board of the      
Company. Each of Mr. Simmonds and Mr. Usher-Jones recused themselves from       
deliberation and voting on all matters related to the Board's approval of the   
Company's acquisition of Prime which the Board deemed to be fair and reasonable 
to the Company as of such date.                                                 

      On July 2, 2003, the Company acquired all of the current lines of business
operated by a sibling of John Simmonds, CEO and Chairman of the Board of the    
Company under the trade-name A.C. Simmonds & Sons in exchange for 1,500,000     
shares of the Company's Common Stock. The A.C. Simmonds & Sons lines of business
consist primarily of the sale of electronics products to certain customers and  
clients. Since July 2, 2003, and in anticipation of the acquisition of Wireless 
Source Distribution Ltd. ("Wireless Source", discussed below), 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.   

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 Dallas L. Robinson, former CEO of the 
Company and an officer of a subsidiary of the Company, Wireless Age             
Communications Ltd. and 50% by an entity solely owned by Robert Sim, then a     
director of the Company who resigned on January 18, 2004. 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 Mr. Robinson, for
50 class B common shares of Wireless Source. The exchangeable preferred shares  
held by Mr. Robinson were exchanged into 1,000,000 shares of the Company's      
Common Stock in 2004. The Company also entered into a Stock Purchase Agreement  
with an entity solely owned by Robert Sim under which the Company issued        
1,000,000 shares of the Company's Common Stock to the entity in exchange for 50 
class B common shares of Wireless Source. As total consideration the Company    
issued 1,000,000 shares of the Company's Common Stock and 1,000,000 preferred   
shares of 1588102 Ontario valued at $2,740,000. The Company's consolidated      
financial statements include the operating results of Wireless Source from      
September 1, 2003.                                                              

  Mr. Simmonds privately purchased 50,000 shares of the Company's Common
Stock in August 2003, 50,000 shares of the Company's Common Stock and warrants  
to purchase 50,000 shares of the Company's Common Stock in November 2003 on     
terms and conditions approved by the Board of Directors of the Company and      
deemed fair and reasonable as of such dates.                                    

     Mr. Brian Usher-Jones privately purchased 300,000 shares of the Company's
Common Stock in July 2003, 500,000 shares of the Company's Common Stock in      
August 2003 and an additional 50,000 shares of the Company's Common Stock and   
warrants to purchase 50,000 shares of the Company's Common Stock in November    
2003 on terms and conditions approved by the Board of Directors of the Company  
and deemed fair and reasonable as of such dates.                                

   Mr. Adelberg privately purchased 100,000 shares of the Company's Common
Stock in May 2003, 500,000 shares of the Company's Common Stock in August 2003  
and an additional 50,000 shares of the Company's Common Stock and warrants to   
purchase 50,000 shares of the Company's Common Stock in November 2003 on terms  
and conditions approved by the Board of Directors of the Company and deemed fair
and reasonable as of such dates.                                                

The Company's Chief Executive Officer and Chairman of the Board of  
Directors, Mr. John Simmonds, the Chief Financial Officer, Mr. Gary Hokkanen,   
and the Corporate Secretary, Ms. Carrie Weiler, were compensated in 2003        
pursuant to the terms of a Management Services Agreement between Simmonds       
Capital Limited and the Company. Management fees paid for the executive         
management services of such officers of the Company under the Management        
Services Agreement totaled $268,874 during Fiscal Year 2003. On May 1, 2003, the
Company by verbal consent entered into the management services agreement with   
Simmonds Capital Limited pursuant to which Simmonds Capital Limited would       
provide executive, accounting and financial reporting, human resources,         
information technology and other general management and administrative services 
to the Company. The initial term of the agreement was                           

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one year. The agreement 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.     
Under the terms of the agreement the Company agreed to pay $35,000 per month for
services rendered. The services provided under the agreement are primarily      
provided by John G. Simmonds, as Chief Executive Officer, Gary N. Hokkanen, as  
Chief Financial Officer and Carrie J. Weiler, as Corporate Secretary. On January
1, 2004, the agreement was effectively assigned from Simmonds Capital Limited to
Simmonds Mercantile and Management Inc. a private Canadian corporation owned by 
John Simmonds, Carrie Weiler, Gary Hokkanen and Graham Simmonds.                

   The Company entered into a Placement Agreement as of June 30, 2004 with
Robert Sim, Rosemary Sim and 101016305 Saskatchewan Ltd. (collectively, the     
"Sellers"), providing for the Company's private secondary restricted stock      
placement of an aggregate of 2,499,450 shares of Company Common Stock, par value
$.001 per share (the Shares"). The basic terms of the Placement Agreement       
provided for a firm commitment first placement of 500,000 Sellers' Shares in a  
restricted stock placement (the "First Placement"), which closed July 9, 2004.  
The Placement Agreement provided for the exercise of Company best efforts to    
cause a second restricted stock placement of 1,999,450 Sellers' Shares, on or   
before the close of business on September 30, 2004 (the "Second Placement"). In 
addition, the Company negotiated the option for the secondary private restricted
stock placement of up to 1 million additional Shares owned by 101016305         
Saskatchewan Ltd. The Second Placement did not close and the option was not     
exercised. In connection with the Placement Agreement, the Company's obligations
with respect to (i) the Note Purchase and Security Agreement between the Company
and Stacey Minichiello, dated as of December 31, 2003; (ii) a Note issued       
thereunder in the principal amount of $1,930,000.00 (the "First Note"), and     
(iii) a second Note in the principal amount of $400,000.00, dated as of January 
21, 2004 (together with the First Note, each as amended June 30, 2004,          
collectively the "Notes") were extended to September 30, 2004. Robert Sim is a  
former director of the Company. Mr. Sim resigned as a director of the Company on
January 18, 2004.                                                               

  On September 30, 2004 the Company entered into an agreement to further
amend the Notes, and to amend the Placement Agreement entered into with Robert  
Sim, Rosemary Sim and 101016305 Saskatchewan Ltd., dated as of June 30, 2004    
(together with the Notes, as amended, referred to as the "September             
Amendments"). Pursuant to the terms of the September Amendments, the maturity   
date for repayment of the Notes was extended to December 31, 2004. Under the    
terms of the September Amendments the Company agreed to issue certain promissory
notes. The Company issued a $50,000 non-interest bearing note to Robert Sim     
repayable in six monthly installments of $16,667 on the first of the month      
beginning November 1, 2004 and ending on April 1, 2005. This note was issued in 
exchange for 18,750 common shares of Wireless Age Communications Ltd., the      
Company's majority owned subsidiary, which represents an ownership position of  
approximately 1.3%. In addition, the Company issued another $50,000 note on the 
exact same terms and conditions to Diane Sim, the former spouse of Robert Sim.  
The Company also issued a CND 119,165 non-interest bearing note to Robert Sim   
repayable in six monthly installments of CND 19,860.83 beginning on November 1, 
2004 and ending on April 1, 2005. This note was in repayment of amounts owed to 
Robert Sim in respect of shareholder loans he provided the Company while he was 
a director that had no specific repayment terms. In connection with the         
transaction, the Company also acquired 30,000 shares of Wireless Age            
Communications Ltd. held by Rosemary Sim, Robert Sim's spouse, in exchange for  
the issuance on January 10, 2005 of 61,200 restricted shares of the Company's   
Common Stock to Rosemary Sim.                                                   

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

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 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.                                                   

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

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

Exhibit No.                       Description                                   

Exhibit3.1       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.

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            

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           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.     

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

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

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

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

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

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

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

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

Exhibit 10.24    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, incorporated by reference to      
        exhibit 21 of the Company's Form 10-KSB filed with the
Commission on March 31, 2005.                 

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.                                                 

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Item 14. Principal Accountant Fees and Services.                                

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

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

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

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

Fees                                                                            

     The following table sets forth the aggregate fees billed by the Company's
independent auditors for fiscal years and 2003 and 2004:                        

                                                        [Enlarge/Download Table]

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

Year      Audit Fees (1)  Audit Related (2)   Tax        Financial Information   Other Fees      Total     
                                                         Systems Design and      (3)                       
                                                         Implementation Fees                               
-----------------------------------------------------------------------------------------------------------
                                                                                                           
2003      $50,664         $11,317             $3,300     $ Nil                    $ Nil          $ 65,281  
-----------------------------------------------------------------------------------------------------------

2004      $46,403         $  3,866            $ Nil      $ Nil                    $77,339        $127,608  
-----------------------------------------------------------------------------------------------------------

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

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

(3)   In order to facilitate the proposed acquisition of 479645 Alberta Ltd.    
     ("479645") (including its operating divisions Westcan Wireless and Allcan
  Electronic Distributors and its investment in Bluewave Antenna Systems
     Ltd.) the Company together with 479645 cosigned an engagement letter with
     the Company's auditor to audit the financial statements of 479645 for the
previous two fiscal years. The financial statements of 479645 were  
previously unaudited and the Company required such audited financial
statements for a public filing. The Company decided during the first
     quarter of 2005 that the acquisition was not in the best interests of the
   Company terminated acquisition discussions. To date 479645 has disputed
  that that they are obligated to pay any portion of the audit fees. The
Company is seeking to recover such amounts from 479645.             

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SIGNATURES

     In accordance with sections 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Amendment to the Annual Report on Form 10-KSB  
to be signed on its behalf by the undersigned, thereunto duly authorized        
individual.                                                                     

Date: April 29, 2005             WIRELESS AGE COMMUNICATIONS, INC.              

         By:/s/ John G. Simmonds
                            ------------------------------------
                Name:   John G. Simmonds
                     Title:  Chairman/CEO/Director
                                     (Principal Executive Officer)

     In accordance with the Securities Exchange Act of 1934, this Amendment to
the Annual Report on Form 10-KSB has been signed below by the following persons 
on behalf of the Registrant and in the capacities and on the dates indicated.   

Name                        Title                             Date              

/s/ John G. Simmonds                                          April 29, 2005    
----------------------       Chairman/CEO/Director                              
John G. Simmonds            (principal executive officer)                       

/s/ Brian Usher-Jones                                                           
----------------------                                        April 29, 2005    
Brian Usher-Jones           Director                                            

/s/ Kenneth Adelberg                                                            
----------------------                                        April 29, 2005    
Kenneth Adelberg            Director                                            

/s/ Stephen Dulmage                                                             
----------------------                                        April 29, 2005    
Stephen Dulmage             Director                                            

/s/ Bradley J. Poulos                                                           
----------------------                                        April 29, 2005    
Bradley J. Poulos           Director                                            

/s/ Gary N. Hokkanen                                                            
----------------------                                        April 29, 2005    
Gary N. Hokkanen            CFO                                                 
      (principal accounting officer)

20

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB/A’ Filing		Date		First		Last			Other Filings
		10/15/06		12
Filed on:		5/2/05
		4/29/05		20
		4/26/05		2		12
		4/15/05		7
		4/12/05		10		11
		4/1/05		15					4
		3/31/05		2		18			10KSB,  10QSB,  10QSB/A,  4
		3/4/05		10		15			3,  8-K,  8-K/A
		2/8/05		18					10KSB/A,  10QSB/A,  8-K/A,  DEF 14A,  SB-2
		1/14/05		18					4,  4/A
		1/10/05		15
For Period End:		12/31/04		1		15			10KSB,  10KSB/A,  4,  5,  5/A
		11/15/04		17		18			10QSB
		11/1/04		15
		10/15/04		7
		10/1/04		13		18
		9/30/04		15		18			10QSB,  10QSB/A,  8-K
		8/26/04		17
		8/16/04		17					8-K
		8/11/04		17					10QSB
		8/1/04		18
		7/30/04		17					8-K,  8-K/A
		7/16/04		8					3,  SC TO-C
		7/9/04		15
		6/30/04		15		17			10QSB,  10QSB/A,  8-K
		6/23/04		7					4,  8-K
		6/22/04		3		10			3,  8-K,  DEF 14A
		3/26/04		4		19
		1/21/04		7		15			4
		1/18/04		4		15
		1/15/04		17					8-K
		1/1/04		7		15
		12/31/03		15		17			10KSB,  10KSB/A,  3,  4,  5,  8-K,  SC 13D
		12/17/03		17					8-K
		10/22/03		17					8-K
		10/15/03		12
		9/19/03		14		17
		9/1/03		14
		8/14/03		17					10QSB
		8/7/03		16					4
		7/2/03		14					8-K
		5/29/03		7					3,  4
		5/15/03		16					10QSB
		5/8/03		3					3,  4,  4/A
		5/1/03		8		18
		3/13/03		2		16			3,  4
		11/14/02		16					10QSB
		10/8/02		16
		2/26/01		16
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