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: June 12, 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) 222-1120
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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 30, 2003, the Registrant entered into a Merger Agreement to Merge
International Wireless, Inc. and Scanbuy, Inc. a Delaware corporation with its
corporate headquarters located in New York, New York (hereinafter "Scanbuy").
Under said Merger Agreement the Registrant shall issue to the shareholders
of Scanbuy Twenty Five Million Five Hundred Ninety Four Thousand Nine Hundred
Sixty Five (25,594,965) newly issued Rule 144 restricted Common Shares which
equal to the issued and outstanding shares of the Registrant, par value common
stock, as of May 19, 2003.
The Merger Agreement was subject to 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 and
non-compete agreements.
One June 2, 2003, the Registrant's Board of Directors met and by a
unanimous vote approved at a Special Meeting of the Board of Directors the
Merger Agreement, to amend its charter to increase the authorized number of
Common Shares of the Registrant to 100,000,000, to call a shareholders meeting
for June 12, 2003 to approve said resolutions, to set closing with Scanbuy
subject to shareholders approval to Monday June 16, 2003 and to direct its
General Counsel Jerry Gruenbaum to file the deficient Form 10-KSB for year ended
December 31, 2002 and the Form 10-QSB for quarter ended March 31, 2003 on or
before the closing date, and to apply to be re-trading on the OTC Bulletin Board
as soon as possible thereafter.
One June 12, 2003, the Registrant's Shareholders met at the Registrant's
temporary office at 55 Marbleridge Road, North Andover, Massachusetts pursuant
to call to meeting by the directors of the Registrant. A quorum representing
18,594,473 issued and outstanding shares out of a total of 26,994,959 issued,
and 25,594,965 outstanding shares were present which represented a majority of
the shares authorized to vote at such meeting. By a unanimous vote, said
shareholders approved the Merger Agreement, to amend the Registrant's charter to
increase its authorized number of Common Shares to 100,000,000, to set closing
with Scanbuy to Monday June 16, 2003.
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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3 Articles of Amendment to International Wireless,
Inc.'s Charter dated June 12, 2003, changing the
authorized Common Stock to 100,0000.
99.A Resolution of the Shareholders of International
Wireless, Inc. to approve Merger with Scanbuy,
Inc. and increase authorized shares dated
June 12, 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: June 12, 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