UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended March 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 000-27045
INTERNATIONAL WIRELESS, INC.
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(Exact name of small business issuer as specified in its charter)
Maryland 36-4286069
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
110 Washington Avenue, 4th Floor, North Haven, Connecticut 06473
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(Address of principal executive offices)
203-234-6350
--------------------------
(Issuer's telephone number)
Not applicable
---------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
As of December 30, 2003, the Company had 13,094,593 issued, and outstanding
shares of its $.009 par value common stock.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Documents incorporated by reference: None.
INTERNATIONAL WIRELESS, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Balance Sheet (Unaudited) - March 31, 2003 and December 31,
2002.
Condensed Statements of Operations (Unaudited) - For the Three Months
Ended March 31, 2003 and 2002 and for the Period September 27,
2000(Inception) Through March 31, 2003
Consolidated Statements of Cash Flows (Unaudited) - For the Three
Months Ended March 31, 2003 and 2002 and for the Period January 1,
2001 (Inception) Through March 31, 2003
Notes to Condensed Consolidated Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
ITEM 1. FINANCIAL STATEMENTS
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED BALANCE SHEETS
ASSETS
March 31, 2003 December 31, 2002
(Unaudited) (Audited)
-------------- -----------------
CURRENT ASSETS
Cash and cash Equivalents $ 24,966
Prepaid expenses 88,610
----------
Total Current Assets 113,576
SOFTWARE, net $ 671,154 715,898
PROPERTY AND EQUIPMENT, net 89,695 96,692
OTHER ASSETS
Security deposits 24,428
---------- ----------
TOTAL ASSETS $ 760,849 $ 950,594
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft $ 11,032
Accounts payable 428,594 $ 587,983
Notes payable, related parties 77,188 168,473
Accrued salaries 378,625 299,740
Loans payable 15,000 19,792
Accrued payroll taxes 121,103 121,103
Current portion of capital lease obligations 16,081 16,081
---------- ----------
Total Current Liabilities 1,047,623 1,213,172
LONG-TERM LIABILITIES
Capital lease obligations,
less current portion 12,105 14,018
STOCKHOLDERS EQUITY
Preferred stock $.001 par value,
5,000,000 shares authorized,
none issued and outstanding
Common stock, $.009 par value, 50,000,000 shares authorized; 26,473,772
at March 31, 2003 and 23,249,442 at December 31,
2002 issued and outstanding 238,264 209,245
Paid-in-capital 9,277,227 8,612,489
Deficit accumulated during
development stage (9,814,370) (9,098,330)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY DEFICIT (298,879) (276,596)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 760,849 $ 950,594
========== ==========
The accompanying notes are an integral part of these financial statements.
3
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Period
September 27, 2000
Three Months Ended (Inception)
March 31 through
2003 2002 March 31, 2003
------------------------- -------------------
REVENUE $ 31,093
OPERATING EXPENSES
General and administrative expenses $ 659,145 $1,578,167 6,358,369
Depreciation and amortization 51,741 224,448 269,327
----------- ---------- ----------
Total Operating Expenses 710,886 1,802,615 6,627,696
OPERATING LOSS 710,886 1,802,615 6,596,603
OTHER EXPENSES
Unrealized loss on sale of marketable securities 71,337 1,665,057
Loss on sale of marketable securities 1,535,360
Interest expense 5,154 3,174 17,350
----------- ---------- ----------
Total Other Expenses 5,154 74,511 3,217,767
----------- ---------- ----------
NET LOSS $ 716,040 $1,877,126 $9,814,370
=========== ========== ==========
NET LOSS PER COMMON SHARE -
BASIC AND DILUTED $ (0.03) $ (0.14) $ (1.07)
=========== ========== ==========
WEIGHTED AVERAGE SHARES
OUTSTANDING 24,518,122 13,507,833 9,137,688
=========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
INTERNATIONAL WIRELESS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
September 27, 2000
For the Three Months Ended Inception to
March 31, March 31,
-------------------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES 2003 2002 2003
---- ---- ----
Net Loss $(716,040) $(1,877,126) $(9,814,370)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 6,997 6,997 45,608
Amortization of intangible asset 44,744 217,451 223,719
Prepaid consulting amortization 83,067
Conversion of loan receivable to consulting expenses 12,250 20,500
Loan receivable write off 6,324
Unrealized loss on marketable securities 71,337 1,665,057
Loss on sale of marketable securities 1,535,360
Stock based compensation 385,576 926,693 2,752,124
Loan forgiveness (29,409) (29,409)
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses 88,610 11,405
Decrease (increase) in security deposits 24,428
Decrease (Increase) in accounts payable (124,834) 142,890 339,252
Increase in accrued salaries 78,885 289,283
Increase in accrued payroll taxes 121,103
--------- ----------- ----------
Total adjustments 474,997 1,389,023 7,051,988
--------- ----------- ----------
NET CASH USED IN OPERATING ACTIVITIES (241,043) (488,103) (2,762,382)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (8,092) (79,025)
Repayment of loans receivable, related parties 39,699 50,000
Proceeds from sale of marketable securities 202,892
Advances under loans receivable to related parties (302,915)
--------- ----------- ----------
NET CASH PROVIDED (USED IN ) INVESTING
ACTIVITIES 31,607 (129,048)
--------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from notes payable, related parties (16,667) (28,750) 331,747
Payments, increased obligations on capital lease obligations (1,913) (2,196) 11,853
Net proceeds from issuance of common stock 223,625 603,973 2,536,798
--------- ----------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 205,045 573,027 2,880,398
--------- ----------- ----------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (35,998) 116,531 (11,032)
CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR 24,966 54,310
--------- ----------- ----------
CASH AND CASH EQUIVALENTS-END OF YEAR $ (11,032) $ 170,841 $ (11,032)
========= =========== ==========
The accompanying notes are an integral part of these financial statements.
5
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 BASIS OF PRESENTATION
---------------------
The accompanying condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary in order to make the financial statements not misleading have
been included. Results for the three months ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2003. For further information, refer to the financial
statements and footnotes thereto included in the International Wireless,
Inc. ("the Company") annual report on Form 10-KSB for the year ended
December 31, 2002.
NOTE 2 GOING CONCERN UNCERTAINTY AND MANAGEMENT'S PLANS
------------------------------------------------
COMPANY
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The Company, in April 2003, ceased its operations because of its inability
to raise cash to support its operations in the capital markets. It became
the intention of the Board of Directors to seek a merger partner. The
Company, in December 2003, entered into a reverse merger agreement with PMI
Wireless, Inc., a Delaware corporation located on Cordova, Tennessee. The
merger became final in December 2003. See Note 5 Subsequent Events.
GOING CONCERN AND MANAGEMENT'S PLAN
-----------------------------------
As shown in the accompanying financial statements, the Company incurred a
net loss of $716,040 for the three months ended March 31, 2003 and a
cumulative loss from inception to March 31, 2003 of $9,814,370.
Additionally as noted above, the Company has ceased its operations and is
looking for a merger partner. See Note 5 Subsequent Events.
NOTE 3 STOCKHOLDERS' EQUITY
--------------------
During the three months ended March 31, 2003 the Company issued 220,000
shares of the Company's common stock to a consultant for services provided.
Stock based compensation expense of $32,575 was recorded during the three
months ended March 31, 2003 in connection with this issuance.
During the three months ended March 31, 2003 the Company issued 500,000
shares of common stock as payment of a loan payable. The shares were valued
at $0.01 per share and the loan was reduced by $50,000.
During the three months ended March 31, 2003, 70,000 shares were issued for
the exercise of 70,000 non-qualified stock options having an exercise price
of $0.01 per share. Total proceeds aggregated $7,000.
During the three months ended March 31, 2003, the company received proceeds
of $206,129 from the sale of 2,166,250 shares of its common stock under a
private placement.
NOTE 4 LITIGATION
----------
On November 20, 2001, a judgment in the amount of $10,497 was entered
against the Company and Omar A. Rizvi, the former Chairman of the Board of
Directors of Origin, by the Labor Commissioner in the State of California
for past wages, interest and penalties owed to a former employee of the
Company who alleged to have performed paralegal and bookkeeping services in
California for Origin. To date the judgment has not been paid.
6
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 LITIGATION (CONTINUED)
----------
In December 2002, the Company was sued by Greg Laborde in U.S. District
Court for the District of New Jersey for Breach of Employment Contract and
Defamation seeking monetary damages including additional stocks and
warrants. The Company in response has filed a counter-claim against Mr.
Laborde seeking damages in his transaction in selling Origin Investment
Group, Inc., to International Wireless in its reverse merger in January
2002. The company believes the claim is without merit and has adequate
defenses.
On February 20, 2003, a judgment in the amount of $28,750 was entered
against the Company for unpaid rent on behalf of Graham Paxton, the former
President and CEO of the Company as part of his employee benefit plan.
On March 11, 2003, the Company received notice from Attorney Omar A. Rizvi
of his claim for breach of contract for failure to deliver to him 100,000
shares for professional services allegedly performed on behalf of the
Company, and wrongful cancellation of additional warrants to purchase
200,000 shares of International Wireless for which he claimed damages. No
suit has been filed to date and the Company believes that if such a suit is
ever filed against the Company, the company has a good defense and proper
grounds for a counter-suit.
On March 20, 2003, a judgment in the amount of $2,000 was entered against
the Company By Beyond Words Communication, Inc. for prior unpaid marketing
services rendered to the company.
On March 31, 2003, a judgment in the amount of 99,089, which included
$50,000 security deposit replenishment, was entered against the company for
breach of contract for non-payment of rent on the company's office facility
in Woburn, Massachusetts. Additionally, the company is contingently liable
for the balance of the lease which expires July 31, 2005. The total lease
payments to July 31, 2005 approximate $428,000.
In May 2003, certain former employees filed complaints with the
Commonwealth of Massachusetts Attorney General's office for unpaid salaries
and accrued vacation pay. In accordance with the Company's records the
Company owes approximately $50,000 for back fees, gross salaries and
accrued vacation. In addition, there is a potential severance pay due to
these employees in accordance with their employment agreement totaling an
additional $186,350 for which the Company totally disputes.
NOTE 5 SUBSEQUENT EVENTS
-----------------
On August 29, 2003, a change in control of the Company occurred in
conjunction with naming Attorney Jerry Gruenbaum of First Union Venture
Group, LLC as attorney of record for the purpose of overseeing the proper
disposition of the Company and its remaining assets and liabilities by any
means appropriate including settling any and all liabilities to the U.S.
Internal Revenue Service and the Commonwealth of Massachusetts' Attorney
General's Office for unpaid wages.
In conjunction with naming Attorney Jerry Gruenbaum of First Union Venture
Group, LLC as attorney of record for the purpose of overseeing the proper
disposition of the Company and its remaining assets and liabilities, the
Company issued First Union Venture Group, LLC, a Nevada Limited Liability
Company, Thirty Million (30,000,000) common shares as consideration for
their services. In addition the Company canceled any and all outstanding
options, warrants, and/or debentures not exercised to date. The Company
further nullified any and all salaries, bonuses, benefits including
severance pay and accrued salaries of Stanley A. Young and Michael Dewar.
On November 12, 2003, at a Special meeting of the Shareholders, a majority
of the Shareholders of the Company being present, approved the spin-off of
the two subsidiaries of the registrant and any and all remaining assets of
the registrant including any intellectual property to enable the registrant
to pursue a suitable merger candidate.
7
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 SUBSEQUENT EVENTS (CONTINUED)
-----------------
On November 12, 2003, at a Special meeting of the Shareholders, a majority
of the Shareholders of the Company being present approved a 30 to 1 reverse
split of all existing outstanding common shares of the corporation.
In addition, the shareholders approved the spin-off of the two subsidiaries
of the Company and any and all remaining assets of the Company including
any intellectual property to enable the Company to pursue a suitable merger
candidate.
On November 12, 2003, the Company entered into a reverse merger Letter of
Intent to Purchase PMI Wireless, Inc. a Delaware corporation with its
corporate headquarters located in Cordova, Tennessee (hereinafter "PMI").
The reverse merger took place on December 1, 2003 for the aggregate
consideration of $50,000 in cash, all of which was paid to the U.S.
Internal Revenue Service for the Company's prior obligations plus
assumption of the Company existing debts, for 9,014,800 newly issued common
shares of the Company, issued to over one hundred new shareholders. The
consideration for the Reverse Merger was paid at closing.
PMI Wireless, Inc. is an emerging technology leader delivering Customer
Premise Equipment (CPE) for Broadband Wireless Access Systems in the ISM,
WLL, MMDS and UNII frequency bands. PMI Wireless provides a reduction of
build-out costs for Broadband Wireless Access Systems while accelerating
the speed of deployment. PMI Wireless is delivering next-generation
wireless services that support expanded coverage, seamless global roaming,
higher voice quality, high-speed data and a full range of broadband
multimedia services, including full motion video, video conferencing, and
high-speed Internet access. Additional services will include on-demand
medical imaging, real-time road maps, and anytime, anywhere video
conferencing.
On December 10, 2003, the Company entered into an Acquisition Agreement to
acquire one hundred percent of Mound Technologies, Inc. a Nevada
corporation with its corporate headquarters located in Springboro, Ohio
(hereinafter "Mound").
The closing under the Acquisition Agreement consisted of a stock for stock
exchange in which the Company acquired all of the issued and outstanding
common stock of Mound in exchange for the issuance of 1,256,000 shares of
its common stock. As a result of this transaction, Mound became a
wholly-owned subsidiary of the Company. The 1,256,000 shares of common
stock were issued to five different shareholders. Thomas C. Miller the new
President and Chief Executive Officer owns 800,000 shares directly and is
attributable to owning a total of 1,200,000 through relations and shares
under his control. Thomas C. Miller, the current President and Chief
Executive Officer of Mound took over that position for the Company. Jerry
Gruenbaum, the General Counsel and Corporate Secretary remained at that
position and took over the position of Chief Financial Officer.
Mound was incorporated in the state of Nevada in November of 2002. Its
corporate offices are located in Springboro, Ohio. Mound is actively
involved in the fabricated metals industry as well as property management.
This business includes two divisions and one wholly owned subsidiary.
The Steel Fabrication Division is located in Springboro, Ohio. This
division is a full service structural and miscellaneous steel fabricator.
It also manufactures steel stairs and railings, both industrial and
architectural quality. The present capacity of the facility is 6000 tons
per year of structural and miscellaneous steel. This division had been
previously known as Mound Steel Corporation which was started at the same
location in 1964.
The Property Management Division is also located in Springboro, Ohio.
Presently five properties are owned and managed. This includes 145,000
square feet of light and heavy manufacturing buildings on approximately 22
acres. An additional 33 acres of industrial property is managed but not
owned.
8
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 SUBSEQUENT EVENTS (CONTINUED)
-----------------
Freedom Products of Ohio is a wholly owned subsidiary of Mound. Freedom
manufactures products for the heavy machinery industry and has the ability
to do complete assembly and testing if required. This includes machine
bases, breeching, pollution control abatement fabrications and material
handling fabrications. Freedom has the capacity to fabricate weldments and
assemblies up to 50 tons total weight. Freedom Products of Ohio is located
in Middletown, Ohio.
On December 11, 2003, the Company entered into an Acquisition Agreement to
acquire one hundred percent of Precision Metal Industries, Inc. a Florida
corporation with its principal place of business located in Pompano Beach,
Florida.
The closing under the Acquisition Agreement will consist of $4,500,000 in
cash and a stock for stock exchange in which the Company will acquire all
of the issued and outstanding common stock of Precision in exchange for the
issuance of 1,000,000 restricted shares of its common stock. The Agreement
calls for all shares to be transferred to an escrow agent for up to six
months until the $4,500,000 in cash is satisfied.
9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGSS
On February 20, 2003 a judgment in the amount of $28,750 was entered
against the Company for unpaid rent on behalf of Graham Paxton, the former
President and CEO of the Company as part of his employee benefit plan.
On March 11, 2003 the Company received notice from Attorney Omar A. Rizvi
of his claim for breach of contract for failure to deliver to him 100,000 shares
for professional services allegedly performed on behalf of the Company, and
wrongful cancellation of additional warrants to purchase 200,000 shares of
International Wireless for which he claimed damages. No suit has been filed to
date and the Company believes that if such a suit is ever filed against the
Company, the Company has a good defense and proper grounds for a counter-suit.
On March 20, 2003 a judgment in the amount of $2,000 was entered against
the Company by Beyond Words Communication, Inc. for prior unpaid marketing
services rendered to the Company.
On March 31, 2003 a judgment in the amount of $99,089.59 was entered
against the Company for breach of contract for non payment of rent plus deposits
on the Company's office facility in Woburn, Massachusetts.
In May, 2003 certain former employees filed complaints with the
Commonwealth of Massachusetts Attorney General's office for unpaid salaries and
accrued vacation pay. In accordance with the Attorney's General's Office, the
Company owes a total around $88,540.29 for gross salaries and accrued vacation
to the following individuals:
Thomas Gosselin $5,966.59
Thomas Antognini $11,165.55
John Puopolo $17,010.14
James Levinger $13,898.01
James Patrick Quinn $40,500.00
------------
Total $88,540.29
The Company disputes the above amounts and in addition has proof that James
Quinn was at all times consultant for the Company.
In addition there is a potential severance pay due to some individuals in
accordance with their employment agreement for which the Company totally
disputes.
Other than the matters above, there is no other past, pending or, to the
Company's knowledge, threatened litigation or administrative action which has or
is expected by the Company's management to have a material effect upon our
Company's business, financial condition or operations, including any litigation
or action involving our Company's officers, directors, or other key personnel.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Sales of Equity Securities
During the three months ended March 31, 2003 the Company issued 220,000 shares
of the Company's common stock to a consultant for services provided. Stock based
compensation expense of $32,575 was recorded during the three months ended March
31, 2003 in connection with this issuance.
During the three months ended March 31, 2003 the Company issued 500,000 shares
of common stock as payment of a loan payable. The shares were valued at $0.01
per share and the loan was reduced by $50,000.
During the three months ended March 31, 2003, 70,000 shares were issued for the
exercise of 70,000 non-qualified stock options having an exercise price of $0.01
per share. Total proceeds aggregated $7,000.
During the three months ended March 31, 2003, the company received proceeds of
$206,129 from the sale of 2,166,250 shares of its common stock under a private
placement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On August 29, 2003, a change in control of the Company occurred in
conjunction with naming Atty. Jerry Gruenbaum of First Union Venture Group, LLC
as attorney of record for the purpose of overseeing the proper disposition of
the Company and its remaining assets and liabilities by any means appropriate
including settling any and all liabilities to the U.S. Internal Revenue Service
and the Commonwealth of Massachusetts' Attorney General's Office for unpaid
wages.
In conjunction with naming Attorney Jerry Gruenbaum of First Union Venture
Group, LLC as attorney of record for the purpose of overseeing the proper
disposition of the Company and its remaining assets and liabilities, the Company
issued First Union Venture Group, LLC, Thirty Million (30,000,000) common shares
as consideration for their services. In addition the Company canceled any and
all outstanding options, warrants, and/or debentures not exercised to date. The
Company further nullified any and all debts, salaries, bonuses, benefits
including severance pay and accrued salaries of Stanley A. Young and Michael
Dewar.
On November 12, 2003, at a Special meeting of the Shareholders, a majority
of the Shareholders of the Company being present, approved the spin-off of the
two subsidiaries of the registrant and any and all remaining assets of the
registrant including any intellectual property to enable the registrant to
pursue a suitable merger candidate.
On November 12, 2003, at a Special meeting of the Shareholders, a majority
of the Shareholders of the Company being present approved a 30 to 1 reverse
split of all existing outstanding common shares.
On November 12, 2003, the Company entered into a reverse merger Letter of
Intent to Purchase PMI Wireless, Inc. The reverse merger took place on December
1, 2003 for the aggregate consideration of $50,000 in cash, all of which was
paid to the U.S. Internal Revenue Service for the Company's prior obligations
plus assumption of the Company existing debts, for 9,014,800 newly issued common
shares of the Company, issued to over one hundred new shareholders. The
consideration for the Reverse Merger was paid at closing.
PMI Wireless, Inc. is an emerging technology leader delivering Customer
Premise Equipment (CPE) for Broadband Wireless Access Systems in the ISM, WLL,
MMDS and UNII frequency bands. PMI Wireless provides a reduction of build-out
costs for Broadband Wireless Access Systems while accelerating the speed of
deployment. PMI Wireless is delivering next-generation wireless services that
support expanded coverage, seamless global roaming, higher voice quality,
high-speed data and a full range of broadband multimedia services, including
full motion video, video conferencing, and high-speed Internet access.
Additional services will include on-demand medical imaging, real-time road maps,
and anytime, anywhere video conferencing.
On December 10, 2003, the Company entered into an Acquisition Agreement to
acquire one hundred percent of Mound Technologies, Inc. a Nevada corporation
with its corporate headquarters located in Springboro, Ohio (hereinafter
"Mound").
The closing under the Acquisition Agreement consisted of a stock for stock
exchange in which the Company acquired all of the issued and outstanding common
stock of Mound in exchange for the issuance of 1,256,000 shares of its common
stock. As a result of this transaction, Mound became a wholly-owned subsidiary
of the Company. The 1,256,000 shares of common stock were issued to five
different shareholders. Thomas C. Miller the new President and Chief Executive
Officer owns 800,000 shares directly and is attributable to owning a total of
1,200,000 through relations and shares under his control. Thomas C. Miller, the
current President and Chief Executive Officer of Mound took over that position
for the Company. Jerry Gruenbaum, the General Counsel and Corporate Secretary
remained at that position and took over the position of Chief Financial Officer.
Mound was incorporated in the state of Nevada in November of 2002. Its
corporate offices are located in Springboro, Ohio. Mound is actively involved in
the fabricated metals industry as well as property management. This business
includes two divisions and one wholly owned subsidiary.
The Steel Fabrication Division is located in Springboro, Ohio. This
division is a full service structural and miscellaneous steel fabricator. It
also manufactures steel stairs and railings, both industrial and architectural
quality. The present capacity of the facility is 6000 tons per year of
structural and miscellaneous steel. This division had been previously known as
Mound Steel Corporation which was started at the same location in 1964.
The Property Management Division is also located in Springboro, Ohio.
Presently five properties are owned and managed. This includes 145,000 square
feet of light and heavy manufacturing buildings on approximately 22 acres. An
additional 33 acres of industrial property is managed but not owned.
Freedom Products of Ohio is a wholly owned subsidiary of Mound. Freedom
manufactures products for the heavy machinery industry and has the ability to do
complete assembly and testing if required. This includes machine bases,
breeching, pollution control abatement fabrications and material handling
fabrications. Freedom has the capacity to fabricate weldments and assemblies up
to 50 tons total weight. Freedom Products of Ohio is located in Middletown,
Ohio.
On December 11, 2003, the Company entered into an Acquisition Agreement to
acquire one hundred percent of Precision Metal Industries, Inc. a Florida
corporation with its principal place of business located in Pompano Beach,
Florida.
The closing under the Acquisition Agreement will consist of $4,500,000 in
cash and a stock for stock exchange in which the Company will acquire all of the
issued and outstanding common stock of Precision in exchange for the issuance of
1,000,000 restricted shares of its common stock. The Agreement calls for all
shares to be transferred to an escrow agent for up to six months until the
$4,500,000 in cash is satisfied.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(b) Reports on Form 8-K:
Three Months Ended March 31, 2003
The Company filed a Form 8-K on March 4, 2003 relating to events taken
place on February 14, 2003 relating to the election of Stanley A.
Young, and Christien A. Ducker to the board, and appointment of
Michael Dewar as the Company's Treasurer and Attorney Jerry Gruenbaum
as the Company's Secretary. Adam J. Cogley remained as the Company's
Controller.
The Company filed a Form 8-K on March 14, 2003 relating to events
taken place on March 14, 2003 relating to the Letter of Intent with
Mitsubishi Electric Corporation (MELCO).
The Company filed a Form 8-K on March 14, 2003 relating to events
taken place on March 14, 2003 relating to the appointment of Christien
A. Ducker as the Company's Interim President.
The Company filed a Form 8-K/A on March 18, 2003 relating to Form 8-K
filed and events taken place on March 14, 2003 relating to the
appointment of Christien A. Ducker as the Company's Interim President.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL WIRELESS, INC.
(Registrant)
Date: December 30, 2003 By: /s/ THOMAS C. MILLER
---------------------------
Thomas C. Miller
President and Chief
Executive Officer
(Duly Authorized Officer)
Date: December 30, 2003 By: /s/ JERRY GRUENBAUM
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Jerry Gruenbaum
Secretary and Chief
Financial Officer
(Principal Financial
and Accounting Officer)