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, 2004

     [ ]  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

                                 HEARTLAND, 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)


                   25 Mound Park Drive, Springboro, Ohio 45066
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (937) 748-4217
                           --------------------------
                           (Issuer's telephone number)


               ---------------------------------------------------
              (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  22,  2004,  the Company had  14,481,688  issued and  outstanding
shares of its $.001 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. Consolidated Financial Statements

          Consolidated  Balance Sheet (Unaudited) - September 30, 2004.

          Consolidated  Statement  of  Operations  (Unaudited)  - For the  Three
          Months Ended  September 30, 2004 and nine Months Ended  September  30,
          2004.

          Consolidated  Statements  of Cash  Flows  (Unaudited)  - For the  Nine
          Months Ended September 30, 2004.

          Notes to Unaudited Condensed 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>

<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS

                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               September 30, 2004


                                     ASSETS


CURRENT ASSETS
<S>                                                                  <C>
   Cash                                                              $  218,620
   Marketable Securities                                                  3,020
   Accounts receivable, net                                           1,995,103
   Costs in excess of billings                                          172,906
   Inventory                                                            624,750
   Prepaid expenses                                                       1,000
                                                                     ----------

          Total Current Assets                                        3,015,399

PROPERTY AND EQUIPMENT, net of depreciation                           2,115,891
GOODWILL                                                                586,056
                                                                     ----------
                                                                     $5,717,346
                                                                     ==========

                      LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
   Convertible promissory notes payable                              $  438,000
   Current portion of long-term debt                                     33,688
   Accounts payable                                                   2,084,455
   Note payable to accounts receivable factoring agent                  320,016
   Notes payable to related party                                       543,000
   Accrued payroll taxes                                                545,807
   Accrued payroll                                                       96,892
   Notes payable to vendors                                              76,471
   Accrued expenses                                                     227,930
   Billings in excess of costs                                           64,648
                                                                     ----------
         Total Current Liabilities                                    4,430,907

LONG-TERM DEBT                                                          667,905


STOCKHOLDERS EQUITY
   Preferred stock $0.01 par value, 5,000,000
       shares authorized, none issued and outstanding
   Common stock $0.001 par value, 100,000,000
      shares authorized, 14,164,106  issued and
      outstanding at September 30, 2004                                  14,164
   Paid-in-capital                                                    1,193,905
   Retained deficit                                                    (589,535)
                                                                     ----------
   Stockholders deficit                                                618,534
                                                                     ----------

                                                                     $5,717,346
                                                                     ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                                              Three Months         Nine Months
                                                  Ended              Ended
                                          September 30, 2004  September 30, 2004
                                          ------------------  ------------------
<S>                                          <C>                    <C>
NET SALES                                    $ 2,171,238            $ 5,664,487

COSTS AND EXPENSES
   Cost of goods sold                          1,969,974              4,844,990
   Selling, general and administrative           430,776                778,733
   Stock based compensation                                               6,188
   Depreciation                                   15,777                 46,444
                                             -----------            -----------

          Total Costs and Expenses             2,416,527              5,676,355
                                             -----------            -----------

NET OPERATING LOSS                              (245,289)               (11,868)

OTHER INCOME (EXPENSE)
   Rental income                                  74,582                172,363
   Interest income                                    78                    517
   Interest expense                              (10,393)               (31,725)
   Loss on disposal of equipment                                         (2,489)
                                             -----------            -----------

          Total Other Income                      64,267                138,666
                                             -----------            -----------

NET  (LOSS) INCOME                           $  (181,022)           $   126,798
                                             ===========            ===========


NET (LOSS) INCOME PER COMMON SHARE
   Basic                                     $     (0.01)           $      0.01
                                             ===========            ===========
   Diluted                                   $     (0.01)           $      0.01
                                             ===========            ===========

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                                14,164,106             13,726,884
                                             ===========            ===========

FULLY DILUTED WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                         14,170,063             13,728,884
                                             ===========             ==========
</TABLE>


Comparable  data for the three and nine months ended  September  30, 2003 is not
available.

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
<TABLE>
                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

                                                                               Nine Months
                                                                                 Ended
                                                                           September 30, 2004
                                                                           ------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                             <C>
   Net  (loss) income                                                           $126,798
   Adjustments to reconcile net income (loss) to net cash provided
     by operating activities:
     Depreciation                                                                 46,444
     Loss on deposit of equipment                                                  2,489
     Stock based compensation                                                      6,188
   Changes in operating assets and liabilities:
     Accounts receivable                                                        (874,921)
     Costs in excess of billings                                                (172,906)
     Inventory                                                                    (5,558)
     Accounts payable                                                            542,162
     Accrued payroll taxes                                                       (52,651)
     Billings in excess of cost                                                  (91,859)
     Accrued payroll                                                             (14,750)
     Notes payable to vendors                                                   (263,529)
     Accrued expenses                                                             36,574
                                                                                --------
         Net Cash Used in Operating Activities                                  (715,519)
                                                                                --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Payments for property and equipment                                            (3,000)
                                                                                --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Due to factor                                                                 320,016
   Loan proceeds                                                                  21,089
   Loan repayments                                                               (44,389)
   Additional capital investments                                                197,500
   Proceeds from issuance of convertible promissory
     notes payable                                                               438,000
                                                                                --------


         Net Cash Provided by Financing Activities                               932,216
                                                                                --------


NET INCREASE IN CASH                                                             213,697
CASH BEGINNING OF PERIOD                                                           4,923
                                                                                --------
CASH  END OF PERIOD                                                             $218,620
                                                                                ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE A - 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 and nine months ended  September 30,
     2004 are not necessarily indicative of the results that may be expected for
     the year ending  December 31, 2004. For further  information,  refer to the
     financial statements and footnotes thereto included in the Heartland,  Inc.
     and Subsidiaries  annual report on Form 10-KSB for the year ended December
     31, 2003.

NOTE B - ACQUISITION OF MOUND TECHNOLOGIES

     On  December  15,  2003,  the  Company  acquired  100%  of the  issued  and
     outstanding stock of Mound  Technologies,  Inc.  (Mound) for an aggregate
     purchase  price of  1,256,000  shares of the  Companys  common stock to be
     issued to the  stockholders  of Mound.  Mound, a Nevada  corporation,  is a
     steel  fabricator  meeting  industrial  and  architectural   standards  for
     commercial buildings.  The acquisition is being accounted for as a purchase
     under SFAS No. 141, Business  Combinations.  Since the acquisition occurred
     on December 15, 2003,  the results of  operations  were not included in the
     December 31, 2003  financial  statements  since the period of inclusion was
     not deemed significant.  However, effective January 1, 2004, the results of
     operations  for the three and nine months ended  September  30, 2004,  have
     been included.  Quarterly data prior to December 31, 2004 is not accurately
     available.

<TABLE>
<CAPTION>
     The allocation of the purchase price was as follows:
     <S>                                                            <C>
     Value of 1,256,000 shares of common stock at $0.01 per share   $    12,560
                                                                    ===========
     Fair value of net assets allowed as follows:
     Cash                                                           $     4,923
     Marketable securities                                                3,020
     Accounts receivable                                              1,120,182
     Inventory                                                          619,192
     Equipment                                                          982,502
     Deposits                                                             1,000
     Liabilities assumed                                             (3,304,315)
     Goodwill                                                           586,056
                                                                    -----------

                                                                    $    12,560
                                                                    ===========
</TABLE>
NOTE C - STOCKHOLDERS EQUITY

     The Company  authorized  the issuance of 322,098  shares as a correction of
     previously  issued  shares in  connection  with the  reverse  merger  which
     occurred in December 2003.

     On  September  14, 2004,  the company  issued  245,500  shares for property
     contributed  to the Company  having a fair market  value of  $980,000.  The
     shares were issued at a price of $4.00 per share.

     On March 4, 2004, the company issued 123,750 shares in connection  with the
     settlement of a lawsuit against the company.

     On June 30, 2004,  the company  approved the issuance of 395,000  shares of
     its common stock for capital  contributed  by investors at a price of $0.50
     per share.

                                       6
<PAGE>

                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)


NOTE D -  FACTOR AGREEMENT

     On May 7, 2004, the Company entered into a factoring  agreement whereby the
     Company  will pledge its  accounts  receivable.  The maximum  annual cap is
     $3,000,000  with a maximum  advance  percentage of 70% and a minimum annual
     fee of  $30,000.  The  agreement  expires  in  May  2005  and is  presently
     guaranteed by the Chief Executive Officer and President of the Company.

NOTE E  CONVERTIBLE PROMISSORY NOTES PAYABLE

     In August and September 2004, the company entered into several  convertible
     note  payable  agreements.  The notes bear  interest at the rate of 10% per
     year and are due and payable one year from the date  executed at which time
     the notes, at the option of the note holder,  can be converted into 438,000
     shares of common  stock of which  $328,000  will be  converted at $1.00 per
     share and $110,000 will be converted at $0.50 per share.

NOTE F - 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 (a  predecessor  company of  Heartland,  Inc.),  by the
     Labor Commissioner in the State of California for past wages,  interest and
     penalties  owed to a former  employee  of the  Company  who claimed to have
     performed  paralegal and bookkeeping  services in California for Origin. To
     date, this judgment has not been paid.

     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 Omar A. Rizvi,  the
     former  Chairman of the Board of Origin,  claiming  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,
     Inc. for which he claimed  damages.  No suit has been filed to date and the
     Company  believes  that if such a suit is  filed,  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  unpaid  marketing
     services rendered to the company.

     On March 31, 2003, a judgment in the amount of $99,089,  including  $50,000
     security deposit replenishment,  was entered against the company for breach
     of contract for  non-payment  of rent on the companys  office  facility in
     Woburn,  Massachusetts.  The company is contingently liable for the balance
     of this lease in the total amount of $428,000  through the lease expiration
     date of July 31, 2005.

     Mound Technologies,  Inc., a wholly owned subsidiary of the Company, leases
     its manufacturing facility from Mound Properties,  an organization owned by
     the President of Mound Technologies,  Inc. The financial institution, which
     has a mortgage on the property, has obtained a judgment on the property and
     the owners of Mound  Technologies,  Inc.  Should the financial  institution
     institute foreclosure procedures, the Company may be forced to relocate its
     manufacturing  facility.  At September 30, 2004, the financial  institution
     has not instituted  foreclosure  procedures and the Company is working with
     Mound Properties to refinance the mortgage.

                                       7
<PAGE>

                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)


NOTE G -  SUBSEQUENT EVENT

     In October 2004, the Company entered into additional convertible promissory
     notes payable in the amount of $45,000.


                                       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, 2004 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, 2004 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 Heartland,  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, 2003,  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, 2003
financial  statements,  the  disclosures  are  adequate to make the  information
presented not  misleading.  The results of operations for the three months ended
September  30, 2004 and for the nine  months  ended  September  30, 2004 are not
necessarily indicative of the operating results for the full fiscal year.

(A) THE COMPANY

     The Company was  incorporated  in the State of Maryland on April 6, 1999 as
Origin  Investment  Group, Inc. On December 27, 2001, the Company went through a
reverse merger with International  Wireless, Inc. Thereafter on January 2, 2002,
the  Company  changed its name from Origin to  International  Wireless,  Inc. On
December 1, 2003,  the Company  went  through  another  reverse  merger with PMI
Wireless,  Inc.  Thereafter on June 14, 2004, the Company  changed its name from
International Wireless, Inc. to Heartland, Inc.

     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 1940 Act defines a business
development company (a "BDC") as a closed-end management investment company that
provides small businesses that qualify as an "eligible  portfolio  company" with
investment capital and also significant managerial assistance. A BDC is required
under the 1940 Act to invest  at least  70% of its total  assets in  "qualifying
assets" consisting of (a) "eligible portfolio  companies" as defined in the 1940
Act and (b) certain other assets including cash and cash equivalents.

     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. Prior to it's reverse merger with International
Wireless,  the Company identified two eligible portfolio  companies within which
they entered into agreements to acquire  interests  within such companies and to
further invest  capital in these  companies to further  develop their  business.
However, on each occasion and prior to each closing, the Company was either

                                        9
<PAGE>

unable to raise  sufficient  capital to consummate the transaction or discovered
information which modified its understanding of the eligible portfolio company's
financial  status to such an extent where it was  unadvisable for it to continue
and consummate the transaction. During the 2002 fiscal year, the Company entered
into a  definitive  share  exchange  agreement  and  investment  agreement  with
Vivocom,  Inc., a San Jose, California based software company that had developed
a proprietary all media  switching  system which enables all forms of data to be
sent over a single IP channel.  The Company  intended on  investing a minimum of
three million two hundred and fifty thousand dollars ($3,250,000) within Vivocom
over several  months.  Due to the Company's  inability to raise this money,  the
share exchange never took place and the agreement terminated.

     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  with a  potential
business in the future. By withdrawing from its status as a business development
company, the Company chose to be treated as a publicly traded "C" corporation.

     On December 27, 2001,  the Company went through a reverse merger whereby it
acquired 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.

     From December 27, 2001 through June 2003, the Company  attempted to develop
its bar code  technology  and bring it to market.  To that  extent,  the Company
moved  its  operations  to  Woburn,   Massachusetts,   hired  numerous  computer
programmers,  developers and sales people in addition to support  staff.  Due to
the Company's inability to raise sufficient  capital,  the Company was unable to
pay  current  operating  expenses  and by June,  2003 shut  down its  operations
entirely.

     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)  newly issued 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,  and benefits including  severance pay
and accrued salaries to Stanley A. Young and Michael Dewar.

                                       10
<PAGE>

     On  November  12,  2003,  the  Company  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.  In addition,  the Company approved a 30 to 1 reverse split of
all existing outstanding common shares of the Company.

     On November 15, 2003, a change in control of the Company  occurred  whereby
the Company entered into an Acquisition Agreement to acquire one hundred percent
(100%) of PMI Wireless, Inc., a Delaware corporation with corporate headquarters
located in Cordova, Tennessee. The acquisition, in the form of a 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's  existing debts,
for 9,938,466 newly issued common shares of the Company.

     On December 10, 2003, the Company entered into an Acquisition  Agreement to
acquire one hundred  percent (100%) of Mound  Technologies,  Inc.  ("Mound"),  a
Nevada corporation with its corporate headquarters located in Springboro,  Ohio.
The acquisition was a stock for stock exchange in which the Company acquired all
of the issued and  outstanding  common stock of Mound in exchange for  1,256,000
newly issued shares of its common stock. As a result of this transaction,  Mound
became a wholly owned subsidiary of the Company.

(B) BUSINESS OF THE ISSUER

     The Company is in the early stages of business formation and operation.  In
its  present  form,  the  Company's  mission is to become a leading  diversified
company with business  interests in well established  service  organizations and
capital goods manufacturing companies. The Company plans to successfully grow by
acquiring companies with historically profitable results, strong balance sheets,
high profit margins, and solid management teams in place. By providing access to
financial  markets,  expanded  marketing  opportunities  and  operating  expense
efficiencies,  the Company  expects to become the  facilitator for future growth
and higher long-term profits. In the process, the Company expects to develop new
synergies  among the  acquired  companies,  which  should allow for greater cost
effectiveness  and  efficiencies,  and thus further  enhancing  each  individual
company's strengths.  To date, the Company has completed company acquisitions in
the wireless technology, steel fabrication and heavy machinery industries.

     (1) PMI WIRELESS, INC.

     PMI  Wireless,  Inc. is an emerging  technology  company,  incorporated  in
September  2003,  which plans to deliver  Customer  Premise  Equipment (CPE) for
Broadband  Wireless  Access  Systems in the ISM,  WLL,  MMDS and UNII  frequency
bands.  PMI  expects to provide a reduction  of  build-out  costs for  Broadband
Wireless  Access Systems while  accelerating  the speed of deployment.  PMI also
expects to deliver  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 are expected
to include on-demand medical imaging, real-time road maps, and anytime, anywhere
video conferencing.

                                       11
<PAGE>

     PMI is also a licensed  reseller for Turbowave,  Inc.  Turbowave  develops,
manufactures,  and markets certain hardware, software, and related materials for
use with certain personal computers,  wireline and wireless devices. PMI expects
to utilize the Turbowave  manufactured  products in developing and marketing its
products and services.

     To date, PMI has not produced or sold any products or services.

     (2) MOUND TECHNOLOGIES, INC.

     Mound was incorporated in the state of Nevada in November of 2002, with its
corporate offices located in Springboro, Ohio. Mound is actively involved in the
fabricated  metals  industry  as  well as  property  management.  This  business
includes two divisions and Freedom Products of Ohio ("Freedom"),  a 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. This
division  presently owns two properties and manages three other properties,  all
in Ohio,  which  includes  37,000  square feet of light and heavy  manufacturing
buildings  on  approximately  6 acres.  An  additional  33  acres of  industrial
property is managed but not owned, all in Ohio.

     Freedom  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 is located in Middletown, Ohio.

     (3) STEEL FABRICATION DIVISION:

     The Steel  Fabrication  Division  is  focused on the  fabrication  of metal
products.  This Division produces structural steel,  miscellaneous metals, steel
stairs,  railings,  bar  joists,  metal  decks and the  erection  thereof.  This
Division produced net sales of $4.4 million in 2003.

     The State of Ohio is the  second  largest  producing  state for  fabricated
metal products in the country.  The fabricated metal component of the Ohio Gross
State Product was $8.995 million for 2001.  Over the past three years,  from the
first  quarter of 2001 to the first quarter of 2003,  the economic  downturn has
hit this  manufacturing  segment hard. A substantial number of factory jobs have
been lost in this Division's  operating region.  During this time, nearly 60% of
the  durable  goods  manufacturers  were  concentrated  in these two  struggling
industries - fabricated metal and machinery manufacturing. Along with the

                                       12
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economic manufacturing downturn, intense competition from China also contributed
to the challenging economic climate of this industry.  With the economy emerging
out of its  doldrums  in late 2003,  coupled  with steel  tariffs  being  ended,
business  prospects for the metal  fabrication  industry have improved.  For the
first  quarter of 2004,  this  Division has  approximately  $3,300,000  in order
backlog.

     This  Division's  customers are typically U.S. based companies that require
large structural steel fabrication,  with needs such as building additions,  new
non-residential  construction,  etc.  Customers are typically  located  within a
one-day drive from the Company's facilities. The Company is able to reach 70% of
the U.S. population,  yielding a significant  potential customer base. Marketing
of our products is done by  advertising in industry  directories,  word-of-mouth
from existing  customers,  and by the dedicated  efforts of in-house sales staff
monitoring  business  developments  opportunities  within the Company's  region.
Large clients typically work with the Company on a continual basis for all their
fabricated metal needs.

     Competition overall in the U.S. steel fabrication industry has been reduced
by approximately 50% over the last few years due to economic  conditions leading
to the lack of sustained work. The number of regional  competitors has gone from
ten down to three over the past five years.  Larger  substantial  work  projects
have  declined  dramatically  with  the  downturn  in  the  economy.  Given  the
geographical  operating  territory of the Company,  foreign competition is not a
major  factor.  In addition to  competition,  steel pricing  represents  another
significant  challenge.  The cost of steel,  our highest  input  cost,  has seen
significant increases in recent years. The Company will manage this challenge by
stockpiling the most common steel  component  products and  incorporating  price
increases in job pricing as deemed appropriate.

                           PART II. OTHER INFORMATION

ITEM  1.  LEGAL PROCEEDINGS
          ------------------

     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.

     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. To date
the judgment has not been paid.

     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. To date the judgment has not been paid.

                                       13
<PAGE>

     On March 31, 2003 a judgment  in the amount of $99,090 was entered  against
the  Company for breach of  contract  for non  payment of rent on the  Company's
former office  facility in Woburn,  Massachusetts.  To date the judgment has not
been paid. The company is  contingently  liable for the balance of this lease in
the total amount of $428,000 through the lease expiration date of July 31, 2005.

     In April 2004, a judgment was obtained against Mound Technologies,  Inc., a
newly acquired  subsidiary,  in the amount of $175,000 by a vendor.  The Company
has recently negotiated a settlement  agreement with payment of a reduced amount
due by July 12, 2004.

     Mound Technologies,  Inc., a wholly owned subsidiary of the Company, leases
its manufacturing  facility from Mound Properties,  an organization owned by the
President of Mound  Technologies,  Inc. The financial  institution,  which has a
mortgage on the property, has obtained a judgment on the property and the owners
of  Mound  Technologies,   Inc.  Should  the  financial   institution  institute
foreclosure procedures,  the Company may be forced to relocate its manufacturing
facility. The Company is working on acquiring the manufacturing  facilities from
Mound  Properties.  The  Company,  received a  commitment  letter from a lending
institution  for up to  $1,100,000  to acquire said  properties.  The Company is
working with the financial  institution  that currently has the mortgage on said
properties to close this transaction in the next few weeks.

     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
          -----------------------------------------

     On  September  14,  2004 the Company  issued  245,500  shares for  property
contributed  to the Company  having a fair market value of $980,000.  The shares
were  issued at a price of $4.00 per  share.  The first  parcel  located  at 109
Industrial Drive, Ripley, Tennessee, consisted of 31,000 + sq. ft. of commercial
property  on 6 acres  for  which  the  Company  payed  $650,000.00  by  assuming
$155,000.00 of existing first loan, plus issue 123,750 newly  restricted  shares
of the  Company.  The second  parcel  located at 306 Demers,  East Grand  Forks,
Minnesota,  consisted of commercial  retail and  residential  facility valued at
around  $365,000.00.  The third parcel  located at Walle  Township,  Grand Forks
County,  North Dakota  consisted  of 2.75 acres with  frontage on 21st Street SE
which has been appraised for  $60,000.00.  The fourth parcel located at Edgewood
Estates,  Addition to City Grand Forks, North Dakota consisted of 2.7 acres with
frontage on Belmont Road which has been  appraised for  $60,000.00.  The Company
payed 121,750 newly restricted shares of the Company for the Minnesota and North
Dakota properties.


ITEM  3.  DEFAULTS UPON SENIOR SECURITIES
          -------------------------------

None

                                       14
<PAGE>

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

None


ITEM  5.  OTHER INFORMATION
          -----------------

     The  Company  has filed  Form  15c-211  with the  National  Association  of
Securities  Dealers ("NASD") to be quoted on the OTC Bulletin Board. The Company
is working with Public Securities, Inc. of Spokane, Washington, a firm qualified
to act as the Company's market maker to accomplish said goal.


ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

(a) Exhibits:

None

(b) Reports on Form 8-K:

          Three Months Ended June 30, 2004

None


                                   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:    November 22, 2004                         By: /s/ TRENT SOMMERVILLE
                                                     --------------------------
                                                   Trent Sommerville
                                                   Chief Executive Officer, and
                                                   Chairman of the Board


Date:    November 22, 2004                         By: /s/ JEFFREY BRANDEIS
                                                      -------------------------
                                                    Jeffrey Brandeis
                                                    President


Date:    November 22, 2004                         By: /s/ JERRY GRUENBAUM
                                                      -------------------------
                                                    Jerry Gruenbaum
                                                    Interim Chief Financial
                                                    Officer, Secretary and
                                                    Director.


                                       15
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