UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: May 19, 2003
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INTERNATIONAL WIRELESS, INC.
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(Exact name of Registrant as Specified in Its Charter)
Maryland 000-27045 36-4286069
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
55 Marble Ridge Road
North Andover, MA 01845
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (339) 222-1200
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120 Presidential Way
Woburn, MA 01801
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(Former name or former address, if changes since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIYING ACCOUNTANTS.
Not applicable.
ITEM 5. OTHER EVENTS.
On May 19, 2003, the Registrant entered into a Letter of Intent to Merge
International Wireless, Inc. and Scanbuy, Inc. a Delaware corporation with its
corporate headquarters located in New York, New York (hereinafter "Scanbuy").
Registrant and Scanbuy are currently engaged in good faith negotiations
with a view to execute a definitive Agreement of Merger on or before June 1,
2003. The merger shall constitute an issuance of shares by the Registrant to
Scanbuy equal to the issued and outstanding shares of the Registrant, par value
common stock, as of May 19, 2003.
The Merger Agreement is subject to a due diligence investigation by each of
the parties to the Merger Agreement of the business and financial conditions of
the other party, approval of the transaction by the directors and shareholders
of each of the parties including an increase in the authorized number of shares
of the Registrant to enable it to do the merger by its directors and
shareholders, and execution of appropriate employment agreements.
Scanbuy, Inc. (www.scanbuy.com) is a software company located in New York
City, New York dedicated to developing ScanCommerce(R) solutions that link the
physical world to the Internet using personal barcode scanners. Scanbuy's core
expertise lies in Web-based application development allowing the user to upload
barcode data from a scanner (handheld scanner, PDA or cell phone enabled device)
to dedicated applications for processing supplies orders, returning products,
managing inventory, leads retrieval etc.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
Exhibit No. Document Description
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10 Letter of Intent to Merge International Wireless,
Inc. and Scanbuy, Inc. dated May 19, 2003
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSRE
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 22, 2003 International Wireless, Inc.
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(Registrant)
/s/ Michael Dewar
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Michael Dewar, COO
/s/ Jerry Gruenbaum
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Jerry Gruenbaum, Secretary