Prospectus supplement filed pursuant to Rule 424(b)(3)

                                                             File No. 333-118224

                              SUPPLEMENT No. 1

WE ARE PROVIDING TO YOU THIS SUPPLEMENT NO. 1 DATED AUGUST 20, 2004 ("SUPPLEMENT
NO. 1") WHICH SUPERSEDES SOME OF THE INFORMATION CONTAINED IN THE FACING PAGE OF
OUR JOINT PROXY STATEMENT-PROSPECTUS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON AUGUST 13, 2004, FILE No. 333-118224 (THE "JOINT PROXY STATEMENT -
PROSPECTUS"). SUPPLEMENT NO. 1 IS BEING DELIVERED TO YOU ALONG WITH OUR JOINT
PROXY STATEMENT- PROSPECTUS. PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE
JOINT PROXY STATEMENT - PROSPECTUS IN CONJUNCTION WITH THIS SUPPLEMENT NO. 1.

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    DEFINITIVE PROXY STATEMENT OF             PROSPECTUS FOR COMMON SHARES OF
    WaveRider Communications Inc.         WaveRider Communications (Canada) Inc.
        (a Nevada corporation)                (a British Columbia corporation)
For An Annual Meeting To Be Held on               15,446,054 Common Shares
          September 27, 2004                          without par value


              REORGANIZATION PROPOSED - YOUR VOTE IS VERY IMPORTANT

      The board of directors of WaveRider Communications Inc. ("WaveRider") has
unanimously approved recommends and is submitting to you for your approval at
the annual meeting of stockholders to be held on Monday, September 27, 2004 at
2:00 p.m., local time, at the Radisson Hotel Toronto East, 55 Hallcrown Place,
Toronto, Ontaro, Canada M2J 4R1, a proposal to reorganize WaveRider as a
Canadian corporation and a proposal to elect six members to the board of
directors of WaveRider.

      The reorganization would result in your owning common shares of a Canadian
corporation rather than common stock of a Nevada corporation. The number of
shares you will own in WaveRider Communications (Canada) Inc., the Canadian
corporation ("WCAN"), will be the same as the number of shares you owned in
WaveRider immediately prior to the reorganization. Upon completion of the
reorganization, the Canadian corporation will continue to conduct our business
as conducted prior to the reorganization. The reorganization cannot be completed
unless the majority of stockholders of WaveRider entitled to vote at the annual
meeting approve the Agreement and Plan of Merger. Because of the significance of
this transaction, your participation in that meeting, in person or by proxy, is
especially important.

      The reorganization contains certain important changes to your rights as
shareholders and is not without some risk. YOU SHOULD CAREFULLY CONSIDER THE
RISK FACTORS WE DESCRIBE STARTING ON PAGE 10.

      This joint proxy statement/prospectus provides you with detailed
information regarding WaveRider Communications Inc., WaveRider Communications
(Canada) Inc., the reorganization and other specific matters related to the
annual meeting. We encourage you to read this entire joint proxy
statement/prospectus carefully.


      Only holders of record of WaveRider common stock at the close of business
on July 30, 2004 will be entitled to vote at the annual meeting. To ensure that
your shares are represented, please complete, sign and date the enclosed proxy
card, and return it promptly, whether or not you expect to attend the
stockholders' meeting. You may revoke your proxy and vote in person if you
decide to attend the annual meeting of stockholders.

      Currently, there is no established public trading market for the shares of
WCAN. We expect the shares of WCAN to be quoted on the OTC Bulletin Board of the
National Association of Securities Dealers, Inc.

      The information in this joint proxy statement/ prospectus is not complete
and may be changed. WaveRider Communications (Canada) Inc. and WaveRider
Communications Inc. may not issue these securities until the registration
statement filed with the U.S. Securities and Exchange Commission containing this
joint proxy statement/prospectus is declared effective by the Commission. This
joint proxy statement/prospectus is not an offer to sell these securities and
neither WaveRider Communications Inc. nor WaveRider Communications (Canada) Inc.
is soliciting an offer to buy these securities in any state, province or
territory where the offer or sale is not permitted.

      Neither the U.S. Securities and Exchange Commission nor any state or
Canadian provincial or territorial securities regulatory authority has approved
or disapproved of the securities to be issued in the merger or determined if
this joint proxy statement/prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

      The joint proxy statement/prospectus dated August 20, 2004, will be first
mailed to stockholders on August 20, 2004.

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