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,  2002

     [  ]  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.
        ----------------------------------------------------------------
        (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)


           120  Presidential  Way  Road,  Woburn,  Massachusetts  01801-1179
 -------------------------------------------------------------------------------
                  (Address  of  principal  executive  offices)

                                  781-939-7252
                           --------------------------
                           (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 November 15,  2002,  the Company had  17,712,391.00 issued and outstanding
shares  of  its  $.009  par  value  common  stock.

Transitional  Small  Business  Disclosure  Format:  Yes  [  ]   No  [X]

Documents  incorporated  by  reference:  None.


<PAGE>


                          INTERNATIONAL  WIRELESS,  INC.

                                      INDEX


PART  I.  FINANCIAL  INFORMATION

     Item  1.  Condensed  Financial  Statements

          Condensed Balance Sheets (Unaudited) - September 30, 2002 and December
          31,  2001

          Statements  of  Operations  (Unaudited)  - For the Three  Months Ended
          September 30, 2002 and 2001,  for the nine Months Ended  September 30,
          2001 and  2001,  and for the  Period  September  27,  2000  (Inception
          through  June  30,  2002

          Statements  of  Cash Flows  (Unaudited) -  For the  nine  Months Ended
          September 30, 2002  and 2001  and  for the  Period  September 27, 2000
          (Inception)  through  September  30,  2002

          Notes  to  Unaudited  Consolidated  Financial  Statements

     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
<PAGE>




ITEM  1.  FINANCIAL  STATEMENTS

                   INTERNATIONAL  WIRELESS,  INC.  AND  SUBSIDIARY
                          (A  Development  Stage  Company)
                            CONDENSED  BALANCE  SHEETS

<TABLE>
<CAPTION>
<S>                                         <C>                 <C>
                                     ASSETS

                                           September 30, 2002  December 31, 2001
                                               (Unaudited)        (Audited)
                                           ------------------  -----------------

<S>                                         <C>                <C>
CURRENT  ASSETS
   Cash                                           $    20,371        $    54,310
   Marketable  securities, at market values            24,147             93,279
   Prepaid  expenses                                  102,870            164,117
                                                  -----------        -----------
        Total  Current Assets                         147,388            311,706

SOFTWARE,  net                                      1,047,072                -
PROPERTY  AND EQUIPMENT, net                          147,777             74,300

OTHER  ASSETS
   Loans  receivable, related parties                   6,753            292,915
   Security  deposits                                  37,365             41,856
                                                  -----------        -----------
                                                       44,118            334,771
                                                  -----------        -----------
TOTAL  ASSETS                                      $1,386,355        $   720,777
                                                  ===========        ===========

                      LIABILITIES  AND  STOCKHOLDERS'  EQUITY

CURRENT  LIABILITIES
   Accounts  payable                               $  404,485        $   260,593
   Accrued  salaries  and  related payroll taxes      420,872                  -

   Loans  payable                                     225,248             42,000
   Notes  payable, related parties                    217,432            146,830
   Current  portion of capital lease obligations        7,986              7,986
                                                  -----------        -----------
      Total  Current Liabilities                    1,276,023            457,409

LONG-TERM  LIABILITIES
   Capital  lease obligations, less current portion    14,622             20,520

    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;
        16,032,971  and  10,715,904  issued
        and  outstanding                              144,297             96,443
      Paid-in-capital                              7,937,196          4,682,116
      Subscription receivable                            -             (143,073)
      Deficit  accumulated  during
       development  stage                          (7,985,783)         4,392,638
                                                  -----------        -----------
TOTAL  STOCKHOLDERS' EQUITY                            95,710            242,848
                                                  -----------        -----------
TOTAL  LIABILITIES AND STOCKHOLDERS' EQUITY        $1,386,355         $  720,777
                                                  ===========        ===========

</TABLE>

   The  accompanying  notes  are an integral part of these financial statements.


                                        3
<PAGE>


<TABLE>

<CAPTION>

                   INTERNATIONAL  WIRELESS,  INC.  AND  SUBSIDIARY
                          (A  Development  Stage  Company)

                      STATEMENTS  OF  OPERATIONS  (UNAUDITED)


                                                         Three  Months  Ended
                                                            September  30,
                                                        2002               2001
                                                  ------------------------------

<S>                                         <C>                <C>
OPERATING  EXPENSES
   General  and administrative expenses            $  814,410         $  313,682
   Depreciation  and amortization                      66,566                599
                                                   ----------         ----------

      Total  Operating Expenses                       880,976            314,281

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                                       $  886,080         $  314,281
                                                   ==========         ==========

NET  LOSS  PER  COMMON  SHARE  -
   BASIC  AND  DILUTED                             $    (0.05)        $        -
                                                   ==========         ==========

</TABLE>

   The  accompanying  notes  are an integral part of these financial statements.

                                        4
<PAGE>

<TABLE>
<CAPTION>


                   INTERNATIONAL  WIRELESS,  INC.  AND  SUBSIDIARY
                          (A  Development  Stage  Company)

                      STATEMENTS  OF  OPERATIONS  (UNAUDITED)




<S>                                            <C>                   <C>             <C>
                                                                                       For  the  Period
                                                                                     September  27,  2000
                                                        Nine Months Ended                 (Inception)
                                                          September  30                     through
                                                     2002                2001         September  30,  2002
                                                 -------------------------------     ------------------------
OPERATING  EXPENSES
   General  and administrative expenses            $3,311,869         $  619,907           $4,582,617
   Depreciation  and amortization                     198,411              1,797              204,309
                                                   ----------         ----------           ----------

      Total  Operating Expenses                     3,510,280            621,704            4,786,926

OTHER  EXPENSES
   Unrealized  loss on sale of marketable
      securities                                       71,337          2,284,411            1,643,115
   Loss  on  sale  of marketable securities                 -                  -            1,535,360
   Interest  expense                                   11,528              2,730               20,382
                                                   ----------         ----------           ----------
     Total  Other Expenses                             82,865          2,287,141            3,198,857
                                                   ----------         ----------           ----------

   NET  LOSS                                       $3,593,145         $2,908,845           $7,985,783
                                                  ==========         ==========            ==========
==========

NET  LOSS  PER  COMMON  SHARE  -
   BASIC AND DILUTED                              $    (0.24)        $    (0.44)
                                                  ==========         ==========

WEIGHTED  AVERAGE  SHARES
   OUTSTANDING                                    14,869,273          6,608,118
                                                  ==========         ==========

</TABLE>

   The  accompanying  notes  are an integral part of these financial statements.



                                        5
<PAGE>

                   INTERNATIONAL  WIRELESS,  INC.  AND  SUBSIDIARY
                          (A  Development  Stage  Company)

                      STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)


<TABLE>
<CAPTION>

<S>                                                       <C>                     <C>          <C>

                                                                                                For  the  Period
                                                                                              September  27,  2000
                                                                Nine Months Ended                  (Inception)
                                                                 September  30                       through
                                                              2002                2001         September  30,  2002
                                                          -------------------------------    ------------------------

CASH  FLOWS  FROM  OPERATING
   ACTIVITIES
    Net loss                                               $(3,593,145)       $(2,908,845)         $(7,985,783)
   Adjustments  to  reconcile  net  loss
      to  net  cash  used  in  operating  activities:
          Depreciation  and amortization                       198,411              1,797              211,276
          Stock  based  compensation                         1,260,843                  -            1,733,817
          Unrealized  loss on marketable securities             71,337          2,284,411            1,643,115
          Loss  on  sale  of marketable securities                   -                  -            1,535,360
   Changes  in  operating  assets  and  liabilities
          Prepaid  expenses                                     61,247                  -             (102,870)
          Security deposit                                       4,491            (41,856)             (37,365)
          Accounts  payable and accrued expenses               564,764             81,962              736,015

NET  CASH  USED  IN  OPERATING
    ACTIVITIES                                             (1,432,052)           (582,531)          (2,266,435)
CASH  FLOWS  FROM  INVESTING
   ACTIVITIES
   Proceeds  from  sale  of marketable securities                   -                   -              202,892
   Purchase of Office Equipment                               (87,112)            (39,984)           (128,188)
   Repayment (advances) under loan receivable                 286,162            (186,459)            (16,753)

NET  CASH  PROVIDED  BY  (USED  IN)
    INVESTING ACTIVITIES                                      199,050            (226,443)             57,951

CASH  FLOWS  PROVIDED  BY  (USED  IN)
    FINANCING  ACTIVITIES
   Proceeds  from common stock issuance                       951,111            436,175            1,839,406
   Net  (repayment)  proceeds  from  note  payable,
       related  party                                         253,850            367,898              400,680
   Repayment  of  capital  lease obligations                   (5,898)                 -              (11,231)

NET  CASH  PROVIDED  BY  FINANCING
   ACTIVITIES                                               1,199,063            804,073            2,228,855

NET (DECREASE) INCREASE IN CASH                               (33,939)            (4,901)              20,371
CASH  AND  CASH  EQUIVALENTS  -
    Beginning                                                  54,310                  -                       -

CASH  AND  CASH  EQUIVALENTS  -
    Ending                                                 $   20,371        $    (4,901)        $     20,371
                                                           ==========        ===========         ============

Supplementary  Cash  Flow  Information:
   Interest                                                $   11,528        $     2,730           $     20,382
                                                           ==========        ===========         ============

</TABLE>

   The  accompanying  notes  are an integral part of these financial statements.


                                        6
<PAGE>



                   INTERNATIONAL  WIRELESS,  INC.  AND  SUBSIDIARY
                          (A  Development  Stage  Company)

                NOTES  TO  UNAUDITED  CONDENSED  FINANCIAL  STATEMENTS


NOTE  1  BASIS  OF  PRESENTATION
         -----------------------

     The  accompanying   unaudited  condensed  financial  statements  have  been
     prepared in accordance with generally  accepted  accounting  principles for
     interim  financial  information and with the  instructions to Form 10-Q and
     Article 10 of regulation S-X.  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 for a fair presentation have been included. Operating results for
     the three and nine months  ended  September  30,  2002 are not  necessarily
     indicative of the results that may be expected for the year ending December
     31,  2002.  The balance  sheet at December  31, 2001 has been  derived from
     audited  financial  statements at that date but does not include all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles  for complete  financial  statements.  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,  2001.

NOTE 2 DESCRIPTION OF BUSINESS, GOING CONCERN UNCERTAINTY AND MANAGEMENT'S PLANS
       -------------------------------------------------------------------------

     THE  COMPANY  AND  NATURE  OF  BUSINESS
     ---------------------------------------

     International  Wireless, Inc. (the "Company") was incorporated on September
     27, 2000 in the State of Delaware.  The Company intends to acquire software
     companies involved in wireless technology.  During the period September 27,
     2000 (Incorporation) through December 31, 2000 the company did not have any
     activity.  Since January 2001,  the Company's  efforts have been devoted to
     raising capital and seeking out companies to acquire. Accordingly,  through
     the date of these financial statements,  the Company is considered to be in
     the development stage and the accompanying  financial  statements represent
     those  of  a  development  stage  enterprise.

     GOING  CONCERN  UNCERTAINTY  AND  MANAGEMENT'S  PLANS
     -----------------------------------------------------

     As shown in the accompanying  financial statements,  the Company incurred a
     net loss of  $3,593,145  during the nine months  ended  September  30, 2002
     resulting  in  a  deficit  accumulated  during  the  development  stage  of
     $7,985,783.  Management's plans include the raising of capital, seeking out
     additional  companies to acquire and generating revenue through the sale of
     its software.  Failure to raise capital,  acquire  additional  companies or
     generate  revenue may result in the Company  depleting its available funds,
     not, being able to fund its investment  pursuits and cause it to curtail or
     cease operations.  Additionally,  even if the Company does raise sufficient
     capital to support its operating expenses, acquire additional companies, or
     generate  revenue,  there can be no  assurances  that the  revenue  will be
     sufficient  to  enable  it  to  develop  business  to a level where it will
     generate  profits  and  cash  flows  from  operations.

     These  matters  raise  substantial  doubt  about the  Company's  ability to
     continue as a going concern. However, the accompanying financial statements
     have  been  prepared  on a going  concern  basis,  which  contemplates  the
     realization of assets and  satisfaction of liabilities in the normal course
     of business.  These  financial  statements  do not include any  adjustments
     relating to the recovery of the recorded  assets or the  classification  of
     the  liabilities  that might be  necessary  should the Company be unable to
     continue  as  a  going  concern.

NOTE  3  STOCKHOLDERS'  EQUITY
       --------------------

     During the three months ended September 30, 2002 the Company issued 151,611
     shares of the Company's common stock to consultants for services  provided.
     Stock based  compensation  expense of $78,372 was recorded during the three
     months  ended  September  30,  2002  in  connection  with  this  issuance.

                                        7
<PAGE>


                   INTERNATIONAL  WIRELESS,  INC.  AND  SUBSIDIARY
                          (A  Development  Stage  Company)

          NOTES  TO  UNAUDITED  CONDENSED  FINANCIAL  STATEMENTS  (Continued)


NOTE  3  STOCKHOLDERS'  EQUITY  (Continued)
         ----------------------------------

     During the three months ended September 30, 2002, the Company issued 50,000
     shares  of  common  stock  as  payment  of  debt  which aggregated $71,550.

     During the three months ended  September  30,  2002,  the company  received
     proceeds of $212,500  from the sale of 223,334  shares of its common  stock
     under  a  private  placement.

     During the three months ended  September 30, 2002, the 22,607 shares of its
     common  stock  were  issued as a result  of a  non-qualified  stock  option
     exercise.  The  Company  received  $50.

NOTE  4  REVALUATION  OF  MITIGO,  INC.  INVESTMENT
         ------------------------------------------

     On  January  22,  2002,  the  company  acquired  100%  of  the  issued  and
     outstanding  stock of Mitigo,  Inc. The purchase price had been  determined
     using a five day  trading  average of the  Company's  closing  stock  price
     calculated to be $1.76 per share and primarily allocated to software.  As a
     result  of market  conditions,  the  Company  stock  price  has  diminished
     substantially.  Accordingly,  under  Financial  Accounting  Standard  Board
     Number 144, the company has revalued  the  purchase  price of Mitigo,  Inc.
     using a recent five day trading  average of $0.33 per share.  The effect of
     the  revaluation  is  as  follows:

                                                 Originally            As
                                                  Reported          Adjusted
                                                 ----------         --------

     Value  of  software                           $5,518,998        $1,231,848


                                        8
<PAGE>


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

Cautionary   Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities  Litigation  Reform  Act  of  1995:

This Quarterly  Report on Form 10-QSB for the quarterly  period ended  September
30, 2002 contains "forward-looking" statements within the meaning of the Federal
securities  laws.  These  forward-looking   statements  include,  among  others,
statements concerning the Company's  expectations  regarding sales trends, gross
and  net  operating  margin  trends,   political  and  economic   matters,   the
availability of equity capital to fund the Company's capital  requirements,  and
other  statements  of  expectations,   beliefs,  future  plans  and  strategies,
anticipated  events or trends, and similar  expressions  concerning matters that
are not  historical  facts.  The  forward-looking  statements in this  Quarterly
Report on Form 10-QSB for the  quarterly  period  ended  September  30, 2002 are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially  from  those  results  expressed  in or  implied  by  the  statements
contained  herein.

The interim financial  statements have been prepared by International  Wireless,
Inc. and in the opinion of management,  reflect all material  adjustments  which
are necessary to a fair statement of results for the interim periods  presented,
including  normal  recurring  adjustments.   Certain  information  and  footnote
disclosures made in the most recent annual financial  statements included in the
Company's Form 10-KSB for the year ended December 31, 2001,  have been condensed
or omitted for the interim  statements.  It is the Company's  opinion that, when
the  interim  statements  are read in  conjunction  with the  December  31, 2001
financial  statements,  the  disclosures  are  adequate to make the  information
presented not  misleading.  The results of operations for the three months ended
September 30, 2002 are not necessarily  indicative of the operating  results for
the  full  fiscal  year.

The Company's auditors in the most recent annual financial  statements  included
in the Company's  Form 10-KSB for the year ended December 31, 2001 have issued a
going concern opinion. The Company's auditors have reported that the Company has
suffered  recurring  net  operating  losses and has a current ratio deficit that
raises  substantial  doubt  about our  Company's  ability to continue as a going
concern. Additionally even if the Company does raise sufficient capital, acquire
additional  companies or generate revenues,  there can be no assurances that the
net  proceeds or the  revenues  will be  sufficient  to enable it to develop the
business  to a  level  where  it will  generate  profits  and  cash  flows  from
operations.

The  Company is in the  development  stage and to date,  has not  generated  any
revenues from  operation.  The Company  intends to fund its operations and other
capital needs for the next 12 months substantially from proceeds from additional
private or public offerings of equity and/or from debt financing,  but there can
be no  assurance  that such  funds will be  sufficient  for these  purposes.  In
addition,  there can be no assurance that such  financing will be available,  or
that  such  financing  will  be  available  on  acceptable  terms.

Overview:

International  Wireless,  Inc.  (the "Company") was incorporated in the State of
Maryland  on  April  6,  1999  as  Origin  Investment Group, Inc. ("Origin"). On
December  27, 2001, the Company went through a reverse merger with International
Wireless, Inc., a Delaware corporation ("International Wireless"). Thereafter on
January  2,  2002, the Company changed its name from Origin to our current name,
International  Wireless,  Inc.


                                        9
<PAGE>



The Company was originally  formed as a  non-diversified  closed-end  management
investment  company,  as those terms are used in the  Investment  Company Act of
1940  ("1940  Act").  The  Company  at that time  elected to be  regulated  as a
business  development  company  under  the  1940  Act.  The  Company's  original
investment strategy had been, since inception,  to invest in a diverse portfolio
of  private  companies  that in some way build the  Internet  infrastructure  by
offering  hardware,  software  and/or  services  which  enhance  the  use of the
Internet.  On  December  7,  2001,  the  Company  held a special  meeting of its
shareholders  in accordance  with a filed Form DEF 14A with the  Securities  and
Exchange  Commission  whereby the shareholders  voted on withdrawing the Company
from being regulated as a business  development company and thereby no longer be
subject  to the  Investment  Company  Act of 1940 and to  effect a  one-for-nine
reverse split of its total issued and outstanding  common stock. On December 14,
2001 the Company filed a Form N-54C with the Securities and Exchange  Commission
formally notifying its withdrawal from being regulated as a business development
company.  The purpose of the withdrawal of the Company from being regulated as a
business  development  company and the  one-for-nine  reverse split of its total
issued  and  outstanding  common  stock  was to allow  the  Company  to merge on
December  27,  2001,  through a reverse  merger to acquire  all the  outstanding
shares of  International  Wireless.  Under the said reverse  merger,  the former
Shareholders of International  Wireless ended up owning a 88.61% interest in the
Company. Thereafter on January 2, 2002, the Company changed its name from Origin
to  our  current  name,  International  Wireless,  Inc.

On January 11, 2002, the Company  acquired Mitigo,  Inc. a Delaware  corporation
with  its  corporate   headquarters  located  in  Woburn,   Massachusetts.   The
acquisition  consisted  of a stock  for  stock  exchange  in which  the  Company
acquired  all of the issued and  outstanding  common stock of Mitigo in exchange
for the issuance of a total of 4,398,000  shares of its common stock,  2,998,006
of which was delivered at closing, and the remaining 1,399,994 are being held in
escrow  for  distribution  subject  to the  achievement  of  certain  net income
performances  for the  years  2002 and 2003.  As a result  of this  transaction,
Mitigo  became  a  wholly-owned  subsidiary  of  the  Company.

Principal  products  and  services:

Mitigo is in the business of developing visual  intelligence  software solutions
for wireless and mobile  devices.  Mitigo  software  decodes  barcodes and other
visual  symbols in mobile  handsets and Personal Data  Assistants  ("PDAs") that
have  integrated  digital  cameras.  This  capability  enables mobile devices to
conduct rapid mobile  transactions and pinpoint navigation to multimedia content
and information.  The Company believes that the Mitigo technology  significantly
improves the usability and functionality of mobile devices helping overcome user
interface  barriers to mobile  transactions and commerce.  The Company currently
has  no  other  products  or  services.


                                       10
<PAGE>


Mitigo has developed  software to decode  commercial 1D and 2D bar codes as well
as other emerging symbologies.  The Mitigo bar code decoding technology is based
on  software  that  represents  the  culmination  of 7 years of work by Dr.  Tom
Antognini,  a PhD from MIT, and Mitigo's Vice  President of  Technology.  Mitigo
plans to support the mobile  telephone/Internet  convergence  market by enabling
mobile-commerce  and  e-commerce  from  print-based  bar codes.  Mitigo plans to
license its client  software to device  manufacturers,  including  producers  of
mobile  handsets,  PDAs  and  other  devices.

Mitigo's  technology  is  protected by two patents  granted to Mr.  Antognini in
August, 2000 and January 2001, and licensed to Mitigo, and has been specifically
targeted to  accommodate  the  constraints  of decoding bar codes from any print
media,  including  magazines,   catalogs,   posters,   billboards,   newspapers,
promotional material,  and direct mail, etc. The technology will also read a bar
code from a screen,  such as would be found on a mobile handset, a PDA, personal
computers,  or  television.

Mitigo's exclusive licensed software  technology helps solve a barrier to mobile
commerce by enabling a mobile  handset  equipped with a simple digital camera to
also function as a bar code reader.  The technology does not require an advanced
wireless network  infrastructure such as 3G to operate, and is functional across
any of the wireless formats  currently  supported by handset  manufacturers  and
carriers.  The Company  believes that its  technology can be of value to telecom
companies in its potential to enhance revenue opportunities. By making it easier
for  consumers  using  mobile  phones to perform  more  transactions  with their
devices,  the Company  believes  that the mobile  carriers  will be able to earn
additional  revenues  from  the  sale of goods and services through the devices.

The Company believes that mobile  handsets,  PDAs and other device equipped with
the Mitigo  technology will allow such devices to read and process bar codes for
instant commerce or content retrieval. For example, in the future, consumers may
be able to download  train  schedules  into their PDAs or mobile phone simply by
scanning a bar code at the train station or purchase  products by scanning a bar
code  on  an  advertisement.

Mitigo's  technology  decodes  using a  digital  image of a bar code that can be
captured by a digital camera.  Mitigo does not employ laser scanning of any kind
to decode bar codes, as laser  technology is presently not suitable for consumer
devices due to cost, energy  consumption,  physical size  constraints,  bar code
format constraints, etc. Mitigo's solution is software only. The Mitigo software
uses the digital camera,  processor and storage capabilities of the handset that
are already present. As such, the Company believes Mitigo's software solution is
a  cost  effective  way  to  add  functionality  into  a  mobile handset or PDA.

CodePoint  -  Version  1.0:

Now in beta  form,  Mitigo's  bar code  processing  software,  version  1.0,  is
designed  to  decode 1D and 2D bar codes  and  support  a  variety  of  handheld
devices,  including  mobile  phones,  bar code readers,  and PDAs.  The software
recognizes,  decodes  and  processes  bar code  images  (bitmaps)  generated  by
consumer-grade CMOS image sensors. The software also acts as an operating system
to control sensing of  bar codes in  digital images and will  include an  API to


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interface  with the  operating  environment  resident in the host  device.  This
software is Mitigo's primary offering and the Company believes to offer superior
performance   for  bar  code  sensing  and  decoding   when  compared  to  other
commercially  available software programs.  Mitigo has optimized the software to
work inside of a  consumer-grade  CMOS digital  camera.  Other  solutions on the
market require  higher cost CCD or more  expensive  CMOS chips to function.  The
Company  believes that its Mitigo  solution is the lowest cost,  best performing
solution  for  consumer  applications.

The Company's initial focus is on licensing our bar code processing  software to
mobile  handset  manufacturers  and makers of PDAs.  The  Company  plans to also
license their decoding  technology to device  manufacturers,  including bar code
reader manufacturers.  As part of its strategy, the Company plans to support all
major mobile and wireless  operating systems with their product set. The Company
is  on  schedule to ship Version 1.0 of the software in the 4th quarter of 2002.

The consolidated financial statements of the Company include the accounts of the
Company and its  wholly-owned  and  majority-owned  subsidiaries.  All  material
intercompany  balances and  transactions  are eliminated at  consolidation.  The
consolidated   financial  statements  have  been  prepared  in  accordance  with
generally  accepted  accounting  principles  in  the  United  States.

Plan  of  Operation:

The Company plans to support the mobile telephone/Internet convergence market by
enabling  mobile-commerce and e-commerce from print-based bar codes. It plans to
license its  software to device  manufacturers,  including  producers  of mobile
handsets,  PDAs and other devices. As part of its strategy, the Company plans to
support all major mobile and wireless  operating systems with their product set.
The  Company  is  on  schedule  to  ship  Version 1.0 of its software in the 4th
quarter  of  2002.

The Company plans to pursue  multiple  opportunities  in licensing its CodePoint
product family into various channels.  A primary sales channel is the enterprise
mobile  computing  area where a growing number of  organizations  are looking to
utilize visual symbol reading to streamline  business  processes,  update supply
chain databases,  equip field sales and support employees and other users in the
mobile  workforce.  An additional  opportunity for the Company is in the form of
security  related  products. The CodePoint product family can have applicability
in  law  enforcement,  building,  property,  and  other  security  applications.

The Company in addition is pursuing licensing the CodePoint software into mobile
devices such as handsets through  manufacturers of mobile handsets and operating
systems  developers.


                           PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGSS

None


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<PAGE>



ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

During the three  months ended  September  30, 2002 the Company  issued  151,611
shares of the Company's common stock to consultants for services provided. Stock
based compensation expense of $78,372 was recorded during the three months ended
September  30,  2002  in  connection  with  this  issuance.

During the three months ended  September  30, 2002,  the Company  issued  50,000
shares  of  common  stock  as  payment  of  debt  which  aggregated  $71,550.

During the three months ended September 30, 2002, the company received  proceeds
of $212,500 from the sale of 223,334  shares of its common stock under a private
placement.

During the three  months ended  September  30,  2002,  the 22,607  shares of its
common stock were issued as a result of a non-qualified  stock option  exercise.
The Company  received  $50.  During the three months  ended March 31, 2002,  the
company issued 100,000 shares of the Company's common stock to an individual, as
a commission  related to employment of the Company's  Chief  Executive  Officer.
Stock based  compensation  expense of  $150,000  was  recorded  during the three
months  ended  March  31,  2002  in  connection  with  this  issuance.


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

None

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None

ITEM  5.  OTHER  INFORMATION

None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits:

          Exhibit 99.1  Certification  of Chief Operating  Officer Michael Dewar
          pursuant  to  18  U.S.C.  1350

          Exhibit  99.2  Certification  of Chief  Operating  Officer Adam Cogley
          pursuant  to  18  U.S.C.  1350

(b)  Reports  on  Form  8-K:

          Three  Months  Ended  September  30,  2002

          None



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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.


                                               INTERNATIONAL WIRELESS, INC.
                                             ----------------------------
                                                   (Registrant)



Date:  September  15,  2002                    By:  /s/  MICHAEL  DEWAR
                                             --------------------------------
                                                 Michael  Dewar
                                                 Chief  Operating  Officer
                                                 (Duly  Authorized
                                                 Officer)




Date:  September  15,  2002                    By:  /s/  ADAM  COGLEY
                                             ---------------------------------
                                                 Adam  Cogley
                                                 Chief  Financial  Officer
                                                 (Principal  Financial
                                                 and  Accounting  Officer)



<PAGE>