8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF EARLIEST REPORTED EVENT - AUGUST 24, 2006

WIRELESS AGE COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

NEVADA	001-31338	98-0336674
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

6200 Tomken Road, Unit A

Mississauga, Ontario Canada L5T 1X7

(Address of principal executive offices)

(905) 696-2850

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Table of Contents

Item 5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Item 9.01: Financial Statements and Exhibits.

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Item 5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 24, 2006, the Board of Directors (the “Board”) of Wireless Age Communications, Inc. (the “Company”) appointed two new members to the Board, Mr. David Valliere and Mr. Glenn Poulos.

Mr. Valliere will be considered an independent director. Mr. Glenn Poulos is President of the Company’s wholly owned subsidiary, mmwave Technologies Inc., and will therefore be considered an executive director.

David Charles Valliere

Mr. Valliere, 45, has been an Associate Professor of Management Entrepreneurship & Strategy since August, 2004, at the School of Business Management, Ryerson University in Toronto, Ontario, Canada specializing in entrepreneurship, venture capital and the commercialization of technological innovation. Mr. Valliere was Director, Enterprise Technology Planning at CIBC in Toronto for the period September 2001 to August 2004, where he assisted with the strategic management of technology and corporate governance of technology investments. From August 2000 to September 2001 he was employed by e-celerate Inc., a publicly traded venture capital investment firm, initially as Chief Technology Officer and later as President and Chief Executive Officer. Prior to August 2000, for a period of approximately 3 years, Mr. Valliere was Senior Manager, Knowledge Based Industries at the Royal Bank of Canada in Toronto focusing on their high tech investment portfolio. Mr. Valliere attained a Bachelor of Applied Science degree from the University of Toronto in 1984 in Mechanical Engineering, became a Professional Engineer (Ontario) in 1986, a Masters degree in Mechanical and Industrial Engineering from the University of Toronto in 1990, and a Masters of Business Administration degree from the Ivey School of Business, University of Western Ontario in 1996. Mr. Valliere was also a part-time instructor for the Schulich School of Business, York University from January 1998 to September 2006. While teaching at Ryerson University Mr. Valliere won the 2005 Best New Researcher Award and the Seymour Shulich Prize in 2002 while at the Schulich School of Business. From October 2000 to January 2002, Mr. Valliere served as a director of International Bioanalogics Inc. (CDNX:IBO), which reorganized into e-celerate Inc.

Mr. Valliere will serve on the Audit and Compensation Committees of the Board.

Glenn James Poulos

Mr. Poulos, 44, is an executive with a background in strategic business leadership with a focus on executive level sales and marketing. Mr. Poulos holds a beneficial interest in 2,350,000 shares of the Company’s common stock, currently representing an ownership position of approximately 7.4% of the Company’s issued and outstanding common stock. For the period 1993 to 2001 Mr. Poulos was President of Anritsu Electronics Ltd., a global supplier of test and precision measurement systems. While President of Anritsu Electronics Ltd., Mr. Poulos was successful in growing revenues from $2 million to $50 million. Mr. Poulos is a 1982 graduate of Devry Institute of Technology’s Electronic Engineering Technician Program. For the last five years Mr. Poulos has been a director of mmwave Technologies Inc. and was a director of Anritsu Electronics Ltd. from January 1993 to November 2001. Mr. Poulos was the founder of mmwave Technologies Inc., which specializes in distribution and network engineering and integration, for carriers and manufacturers of communications equipment in Canada. Since 2001, Mr. Poulos has been Chairman of the Board of mmwave Technologies Inc. and President since 2005.

Mr. Poulos is the brother of Mr. Brad Poulos, the Company’s Chairman, President and CEO. On March 4, 2005, each of Glenn Poulos and Brad Poulos sold their interests in mmwave Technologies Inc., and each received a beneficial interest in 1,350,000 shares of the Company’s common stock (this transaction is referred to herein as the “mmwave Acquisition”). The mmwave Acquisition is described in detail in a Form 8-K filed by the Company on March 10, 2005, as amended by Form 8-K/As on May 17, 2005 and September 13, 2005. The information contained in the Company’s March 10, 2005 Form 8-K, and the amendments thereto pertaining to the mmwave Acquisition is incorporated herein by reference thereto.

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In connection with the mmwave Acquisition, as of March 4, 2005, Glenn Poulos entered into an agreement to serve as the President of mmwave Technologies Inc. (the “Glenn Poulos Agreement”). Detailed information regarding the Glenn Poulos Agreement is contained in the Company’s March 10, 2005 Form 8-K, and the amendments thereto. The information contained in the Company’s March 10, 2005 Form 8-K, and the amendments thereto pertaining to the Glenn Poulos Agreement is incorporated herein by reference thereto. On July 28, 2006, the Board of Directors agreed to accelerate a bonus owed to Glenn Poulos and issued 1,000,000 shares of the Company’s common stock to Mr. Poulos.

Also in connection with the mmwave Acquisition, the Company entered into an employment agreement with Mr. Brad Poulos on March 4, 2005 (the "Brad Poulos Agreement"). Detailed information regarding the Brad Poulos Agreement is contained in the Company’s March 10, 2005 Form 8-K, and the amendments thereto. The information contained in the Company’s March 10, 2005 Form 8-K, and the amendments thereto pertaining to the Brad Poulos Agreement is incorporated herein by reference thereto. On February 20, 2006, the Company renegotiated certain provisions of the Brad Poulos Agreement when Brad Poulos was appointed CEO. On July 28, 2006, the Board of Directors of the Company agreed to accelerate the payment of long term bonus and the Company issued 900,000 shares of the Company’s common stock to Brad Poulos (100,000 shares of Brad Poulos’ bonus was issued to Mr. Hokkanen).

Item 9.01:Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No. Description

99.1 Press Release dated August 24, 2006.

99.2 Share Exchange Agreement, dated as of March 4, 2005, by and among Brad Poulos, Glenn Poulos, Sylvain Lafreniere, Brad Poulos Holdings, Inc., Glenn Poulos Holdings, Inc., Sylvain Lafreniere Holdings, Inc., 1588102 Ontario Inc., and Wireless Age Communications, Inc., incorporated by reference to Exhibit 99.1 to the Company's Report on Form 8-K, filed with the Securities and Exchange Commission on March 10, 2005.

99.3 Voting and Exchange Agency Agreement, dated as of March 4, 2005, by and among Wireless Age Communications, Inc., 1588102 Ontario Inc. and Segal- Talarico- Habib- Molot LLP, incorporated by reference to Exhibit 99.2 to the Company's Report on Form 8-K, filed with the Securities and Exchange Commission on March 10, 2005.

99.4 Support Agreement, dated as of March 4, 2005, by and among Wireless Age Communications, Inc., 1588102 Ontario Inc. and Segal- Talarico- Habib- Molot LLP, incorporated by reference to Exhibit 99.3 to the Company's Report on Form 8-K, filed with the Securities and Exchange Commission on March 10, 2005.

99.5 Executive Employment Agreement, dated as of March 4, 2005, by and among Wireless Age Communications, Inc. and Brad Poulos, incorporated by reference to Exhibit 99.4 to the Company's Report on Form 8-K, filed with the Securities and Exchange Commission on March 10, 2005.

99.6 Executive Employment Agreement, dated as of March 4, 2005, by and among mmwave Technologies Inc. and Glenn Poulos, incorporated by reference to Exhibit 99.5 to the Company's Report on Form 8-K, filed with the Securities and Exchange Commission on March 10, 2005.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Wireless Age Communications, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WIRELESS AGE COMMUNICATIONS, INC.
Dated: August 29, 2006	By:	/s/ Gary N. Hokkanen
		Name: Gary N. Hokkanen
		Title: Chief Financial Officer

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EX-99.1

Exhibit 99.1

WIRELESS AGE - APPOINTMENT OF NEW DIRECTORS

TORONTO, ONTARIO August 24, 2006 - Wireless Age Communications, Inc. (OTCBB:WLSA), a leading supplier of solutions to the Canadian wireless communications industry, announced today two newly appointed members of the Company’s Board of Directors.

Effective August 24, 2006, Mr. David Valliere and Mr. Glenn Poulos have been appointed as directors. Mr. Valliere will be considered an independent director. Mr. Glenn Poulos is President of the Company’s wholly owned subsidiary, mmwave Technologies Inc., and will therefore be considered an executive director.

Mr. Glenn Poulos, is a substantial shareholder of the Company, and the brother of Mr. Brad Poulos, is a seasoned wireless and telecommunications executive with over 15 years experience in such capacity. Mr. David Valliere, is currently an Associate Professor at the School of Business Management, Ryerson University and has served in several senior management and executive roles over the last 19 years with the Canadian banking industry, telecommunications and venture capital.

Mr. Brad Poulos, Chairman, President and CEO commented; “I would like to welcome David and Glenn to the Board of Directors, their appointments will satisfy our requirement to replace two departed directors earlier this year. Glenn through his operational responsibilities at mmwave will provide the Board with an additional dimension of knowledge as we aggressively grow that business unit. David’s vast business and academic experience and contacts will also make a substantial contribution to our Board.”

“I’d also like to assure everyone; we are working on a state of the nation address for the Agoracom website. In order to do justice to the task, I’ve asked all business unit executives to provide me with additional knowledge of their respective operations and thoughts as to our performance for the remainder of fiscal 2006. It’s going to take a little longer than anticipated. Meanwhile, I can comment that post-closing of the Barron financing in early August, operating levels have increased dramatically especially in the commercial business segment. August is shaping up to be an exceptional month. Our efforts arising from the new Vancouver regional operations centre are ramping up, we’ve received an indication of what is expected of us under the new contract and we expect to meet all operating plans in that area.”

For all Wireless Age investor relations needs, investors are asked to visit the Wireless Age IR Hub at http://www.agoracom.com/IR/WirelessAge where they can post questions and receive answers within the same day, or simply review questions and answers posted by other investors. Alternatively, investors are able to e-mail all questions and correspondence to WLSA@agoracom.com where they can also request addition to the investor e-mail list to receive all future press releases and updates in real time.

About Wireless Age Communications Inc.

Wireless Age’s operations are segregated into two distinct segments, Retail and Commercial.

Retail:

Wireless Age retail outlets sell next generation wireless products and services to business and individual end users in Saskatchewan and Manitoba.

Commercial:

Within the Commercial segment, mmwave does specialty distribution and network engineering and integration, for carriers and manufacturers of communications equipment in Canada. Wireless Source distributes prepaid phone cards, wireless accessories, land mobile radios, batteries and ancillary electronics products to dealers throughout North America. Wireless Works operates broadband public access and private networks in Southern Ontario, and develops and deploys consumer and commercial products for those networks.

The company is a recognized leader in the wireless industry in Canada and is a member of the WiMax forum, as well as a very active member of the Canadian Wireless Telecommunications Association.

This press release contains "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. Wireless Age Communications, Inc. cannot provide assurances that the matters described in this press release will be successfully completed or that the company will realize the anticipated benefits of any transaction. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: global economic and market conditions; the war on terrorism and the potential for war or other hostilities in other parts of the world; the availability of financing and lines of credit; successful integration of acquired or merged businesses; changes in interest rates; management's ability to forecast revenues and control expenses, especially on a quarterly basis; unexpected decline in revenues without a corresponding and timely slowdown in expense growth; the company's ability to retain key management and employees; intense competition and the company's ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance; relationships with significant suppliers and customers; as well as other risks and uncertainties, including but not limited to those detailed from time to time in Wireless Age Communications, Inc. SEC filings. Wireless Age Communications, Inc. undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with Wireless Age Communications, Inc.'s business, please refer to the risks and uncertainties detailed from time to time in Wireless Age Communications, Inc.'s SEC filings.

CONTACT INFORMATION

Investor Relations

AGORA Investor Relations

http://www.agoracom.com/IR/WirelessAge

WLSA@Agoracom.com