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 September 30, 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
-------------------------------- -------------------
(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
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(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 January 5, 2004, 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) - September 30, 2003 and December
31, 2002.
Statements of Operations (Unaudited) - For the Nine Months Ended
September 30, 2003 and 2002 and for the Period September 27,
2000(Inception) Through September 30, 2003
Statements of Operations (Unaudited) - For the Three Months Ended
September 30, 2003 and 2002.
Consolidated Statements of Cash Flows (Unaudited) - For the Nine
Months Ended September 30, 2003 and 2002 and for the Period September
27, 2001 (Inception) Through September 30, 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
September 30, 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 715,898
PROPERTY AND EQUIPMENT, net 96,692
OTHER ASSETS
Security deposits 24,428
----------
TOTAL ASSETS $ 950,594
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft $ 4,625
Accounts payable 484,366 $ 587,983
Notes payable, related parties 77,188 168,473
Accrued salaries 73,242 299,740
Loans payable 15,000 19,792
Accrued payroll taxes 121,103 121,103
Current portion of capital lease obligations - 16,081
----------- ----------
Total Current Liabilities 775,531 1,213,172
LONG-TERM LIABILITIES
Capital lease obligations, less current portion 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;
26,498,772 at June 30, 2003 and 23,249,442 at
December 31, 2002 issued and outstanding 508,489 209,245
Paid-in-capital 9,009,489 8,612,489
Deficit accumulated during development stage (10,293,502) (9,098,330)
----------- ----------
TOTAL STOCKHOLDERS' EQUITY DEFICIT (775,524) (276,596)
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY - $ 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
Nine Months Ended (Inception)
September 30 to
2003 2002 September 30, 2003
--------------------------- ------------------
REVENUE $ 31,093
OPERATING EXPENSES
General and administrative expenses $ 465,280 $ 3,311,869 6,159,350
Depreciation and amortization 729,892 198,411 947,478
----------- ----------- ------------
Total Operating Expenses 1,195,172 3,510,280 7,106,828
OPERATING LOSS 1,195,172 3,510,280 7,075,735
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 - 11,528 17,350
----------- ----------- ------------
Total Other Expenses - 82,865 3,217,767
----------- ----------- ------------
NET LOSS $(1,195,172) $(3,593,145) $(10,293,502)
=========== =========== ============
NET LOSS PER COMMON SHARE -
BASIC AND DILUTED $ (0.05) $ (0.24) $ (1.11)
=========== =========== ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 25,172,239 14,869,273 9,296,541
========== ========== =========
The accompanying notes are an integral part of these financial statements.
4
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
September 30,
2003 2002
-----------------------------
OPERATING EXPENSES
General and administrative expenses $ 23,676 $ 814,410
Depreciation and amortization - 66,566
---------- ----------
Total Operating Expenses 23,676 880,976
OTHER EXPENSES
Unrealized loss on sale of marketable
securities
Loss on sale of marketable
securities
Interest expense - 5,104
---------- ----------
Total Other Expenses - 5,104
---------- ----------
NET LOSS $ (23,676) $ (886,080)
========== ==========
NET LOSS PER COMMON SHARE -
BASIC AND DILUTED $ - $ (0.05)
========== ==========
The accompanying notes are an integral part of these financial statements.
5
INTERNATIONAL WIRELESS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Period
September 27, 2001
For the Nine Months Ended Inception to
September 30, September 30,
-------------------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES 2003 2002 2003
---- ---- ----
Net Loss $(1,195,172) $(3,593,145) $(10,293,502)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 13,994 20,991 52,605
Amortization of intangible asset 715,898 177,420 894,893
Prepaid consulting amortization 83,067
Conversion of loan receivable to consulting expenses 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 1,260,843 2,752,124
Loan forgiveness 59,829 59,829
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses 88,610 61,247
Decrease (increase) in security deposits 24,424 4,491
Decrease (Increase) in accounts payable (103,797) 564,767 270,923
(Decrease) increase in accrued salaries (226,498) 73,242
Increase in accrued payroll taxes - - 121,103
----------- ----------- ------------
Total adjustments 958,036 2,161,093 7,535,027
----------- ----------- ------------
NET CASH USED IN OPERATING ACTIVITIES (237,136) (1,432,052) (2,758,475)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (87,112) (79,025)
Repayment of loans receivable, related parties 50,000
Proceeds from sale of marketable securities 202,892
Advances under loans receivable to related parties - 286,162 (302,915)
----------- ----------- ------------
NET CASH PROVIDED (USED IN ) INVESTING
ACTIVITIES - 199,050 (129,048)
----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from notes payable, related parties (16,667) 253,850 331,747
Payments, increased obligations on capital lease obligations (1,913) (5,898) 11,853
Net proceeds from issuance of common stock 226,125 951,111 2,539,298
----------- ----------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 207,545 1,199,063 2,882,898
----------- ----------- ------------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (29,591) (33,939) (4,625)
CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR 24,966 54,310 -
----------- ----------- ------------
CASH AND CASH EQUIVALENTS-END OF YEAR $ (4,625) $ 20,371 $ (4,625)
=========== =========== ============
The accompanying notes are an integral part of these financial statements.
6
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 nine
months ended September 30, 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
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COMPANY
-------
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 $1,195,172 for the nine months ended September
30, 2003 and a cumulative loss from inception to September 30, 2003 of
$10,293,502. Additionally as noted above, the Company has ceased its
operations and is looking for a merger partner. See Note 5 Subsequent
Events.
STATEMENT OF OPERATIONS
-----------------------
During the nine month period ending September 30, 2003, the Company
ceased its operations and as a result, final obligations were recorded
and adjusted, the license agreement was considered to have no value
and was written off and the principal officers agreed to waive their
salary accruals.
NOTE 3 STOCKHOLDERS' EQUITY
--------------------
During the nine months ended September 30, 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 six months ended September 30, 2003 in connection
with this issuance.
During the nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2003, the company received
proceeds of $208,629 from the sale of 2,166,250 shares of its common
stock under a private placement.
7
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 STOCKHOLDERS EQUITY (CONTINUED)
-------------------
In August 2003, the Board of Directors authorized an increase of the
Company's authorized shares by 50,000,000 to a miximum authorized of
100,000,000 shares. The shareholders ratified the increase at an
August 29, 2003 shareholders' meeting.
In August, the Board of Directors issued 30,000,000 shares to First
Union Venture Group, LLC as consideration for their performance of
duties related to managing and final disposition of the Company.
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.
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 September 30, 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.
8
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
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 October 1, 2003,
the Company entered into an agreement with Scanbuy Inc., to sell its
intellectual property related to the identification, capture and
decoding of 1D barcode by mobile devices equipped with digital cameras
for $150,000. Under the terms of agreement, Scanbuy, Inc. will pay
$50,000 at closing and the balance over 10 equal installments.
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 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.
9
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 SUBSEQUENT EVENTS(CONTINUED)
-----------------
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.
10
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.
11
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
-----------------------------------------
Increase in authorized Securities
---------------------------------
In August 2003, the Board of Directors authorized an increase of the Company's
authorized shares by 50,000,000 to a miximum authorized of 100,000,000 shares.
The shareholders ratified the increase at an August 29, 2003 shareholders'
meeting.
Issue of Equity Securities
--------------------------
During the nine months ended September 30, 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 six months
ended June 30, 2003 in connection with this issuance.
During the nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2003, the company received proceeds
of $208,629 from the sale of 2,166,250 shares of its common stock under a
private placement.
In August, the Board of Directors issued 30,000,000 shares to First Union
Venture Group, LLC as consideration for their performance of duties related to
managing and final disposition of the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
12
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.
13
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.
14
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 September 30, 2003
The Company filed a Form 8-K on September 11, 2003 relating to events
taken place on August 29, 2003 relating to the change in control of
the registrant when it issued 30,000,000 common shares to First Union
Venture Group, LLC as consideration for their services. In addition
the board of directors consisting of Ira Weiss as Chairman, Stanley A.
Young, and John Kelly resigned.
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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.
INTERNIONAL WIRELESS, INC.
(Registrant)
Date: January 5, 2004 By: /s/ THOMAS C. MILLER
--------------------------
Thomas C. Miller
President and Chief
Executive Officer
(Duly Authorized Officer)
Date: January 5, 2004 By: /s/ JERRY GRUENBAUM
-------------------------
Jerry Gruenbaum
Secretary and Chief
Financial Officer
(Principal Financial
and Accounting Officer)
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