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.
        ----------------------------------------------------------------
        (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)

                                 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 June 7, 2004, the Company had 13,523,606 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 Sheet (Unaudited) - March 31, 2004.

          Consolidated  Statement  of  Operations  (Unaudited)  - For the  Three
          Months Ended March 31,, 2004.

          Consolidated  Statements  of Cash  Flows  (Unaudited)  - For the Three
          Months Ended March 31, 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

                  INTERNATIONAL WIRELESS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 March 31, 2004


                                     ASSETS

CURRENT ASSETS
<S>                                                                  <C>
   Cash                                                              $    1,229
   Marketable Securities                                                  3,020
   Accounts receivable,                                               1,074,083
   Inventory                                                            874,538
   Prepaid expenses                                                       1,000
                                                                      ---------

          Total Current Assets                                        1,953,870

EQUIPMENT, net of depreciation                                          954,584
GOODWILL                                                                586,056
                                                                      ---------
                                                                      $3,494,510
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of long-term debt                                 $   29,450
   Accounts payable                                                   1,774,655
   Notes payable to related party                                        77,188
   Accrued payroll taxes                                                528,633
   Billings in excess of cost                                            18,908
   Accrued payroll                                                       96,892
   Notes payable to vendors                                             208,479
   Accrued expenses                                                     207,106
                                                                      ---------

         Total Current Liabilities                                    2,941,311

LONG-TERM DEBT                                                          941,635

STOCKHOLDERS' EQUITY
   Preferred stock $0.01 par value, 5,000,000
       shares authorized, non issued and outstanding
   Common stock $0.001 par value, 100,000,000
      shares authorized, 13,077,758  issued and
      outstanding at March 31, 2004                                      13,077
   Paid-in-capital                                                       56,304
   Retained deficit                                                    (457,817)
                                                                      ---------
   Stockholders' deficit                                               (388,436)
                                                                      ---------
                                                                      $3,494,510
                                                                      =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
                  INTERNATIONAL WIRELESS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                                                                    Three Months
                                                                           Ended
                                                                  March 31, 2004
                                                                  --------------
<S>                                                                 <C>
NET SALES                                                           $ 1,819,991

COSTS AND EXPENSES
   Cost of goods sold                                                 1,363,461
   Selling, general and administrative                                  179,655
   Depreciation and amortization                                         27,918
                                                                     ----------

          Total Costs and Expenses                                    1,571,034
                                                                     ----------

NET OPERATING INCOME                                                    248,957

OTHER INCOME (EXPENSE)
   Rental income                                                         18,568
   Interest expense                                                      (9,009)
                                                                     ----------

          Total Other Income                                              9,559
                                                                     ----------

NET INCOME                                                          $   258,516
                                                                     ==========


NET INCOME PER COMMON SHARE                                         $      0.02
                                                                     ==========
   (Basic and diluted)


WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                                                       13,077,758
                                                                     ==========
</TABLE>

Comparable data for the three months ended March 31, 2003 is not available.

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>
<TABLE>
                  INTERNATIONAL WIRELESS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


                                                                    Three Months
                                                                           Ended
                                                                  March 31, 2004
                                                                  --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                   <C>
   Net income                                                         $ 258,516
   Adjustments to reconcile net loss to net cash provided
     by operating activities:
     Depreciation                                                        27,918
  Changes in operating assets and liabilities:
     Accounts receivable                                                 46,099
     Inventory                                                         (255,346)
     Accounts payable                                                   232,357
     Accrued payroll taxes                                              (69,825)
     Billings in excess of cost                                        (137,599)
     Accrued payroll                                                    (14,750)
     Notes payable to vendors                                          (131,521)
       Accrued expenses                                                  15,750
                                                                      ---------

         Net Cash Used in Operating Activities                          (28,401)
                                                                      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Loan repayments                                                      (20,293)
   Additional capital investments                                        45,000
                                                                      ---------

         Net Cash Provided by Financing Activities                       24,707
                                                                      ---------

 NET DECREASE IN CASH                                                    (3,694)
CASH AND CASH EQUIVALENTS BEGINNING OF
   YEAR                                                                   4,923
                                                                      ---------
CASH AND CASH EQUIVALENTS END OF YEAR                                 $   1,229
                                                                      =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>
                  INTERNATIONAL WIRELESS, INC. AND SUBSIDIARIES

                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  months ended March 31, 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  International  Wireless,
     Inc.  and  Subsidiaries'  annual  report on Form  10-KSB for the year ended
     December  31,  2003  and its  Form  8K-A  filed  on June 1,  2004  with the
     Securities and Exchange Commission.

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  Company's  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 months ended March 31, 2004, have been included.

<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 principal  shareholders  of the Company have  contributed an additional
     $45,000 to fund obligations of the company. The amount has been credited to
     additional paid-in capital.

NOTE D - 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  International  Wireless,
     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.

                                        6
<PAGE>

                  INTERNATIONAL WIRELESS, INC. AND SUBSIDIARIES

          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)


NOTE D - LITIGATION (CONTINUED)

     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
     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 company's  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.

     In  May  2003,   certain  former   employees  filed   complaints  with  the
     Commonwealth of Massachusetts Attorney General's office for unpaid salaries
     and accrued  vacation  pay. The  Company's  records  reflect a liability of
     approximately  $73,000 for back fees, gross salaries and accrued  vacation.
     Potential  severance pay due to these  employees in  accordance  with their
     employment  agreement  totals an  additional  $186,350  which  the  Company
     believes is not due.

     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.


                                        7
<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 March 31,
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 March 31, 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 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, 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
March 31, 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. ("Origin"). On December 27, 2001, the Company went
through a reverse  merger  with  International  Wireless,  Inc.  ("International
Wireless").  Thereafter  on January 2, 2002,  the Company  changed its name from
Origin to our current name, International Wireless, 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

                                        8
<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.

                                        9
<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.

                                       10
<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

                                       11
<PAGE>

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.

     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 has settled the dispute in May 2004 for 170,000  newly issued shares
of the Company.

     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.

                                       12
<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  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 Company's  records,  the Company owes a
total of  approximately  $73,000  for back  fees,  gross  salaries  and  accrued
vacation.  From its records,  which the employees dispute,  the Company owes the
following  to  individuals  who filed a complaint  with the  Attorney  General's
Office:
<TABLE>
<S>                                <C>
Thomas C. Antognini                $12,273.03
John Poupolo                       $14,344.44
James K. Levinger                  $11,454.31
Tom Gosselin                       $ 5,332.40
                                   ----------
   Total                           $41,404.18
                                   ==========
</TABLE>

     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.

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

None


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

None


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

None


                                       13
<PAGE>

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

None


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

(a) Exhibits:

(b) Reports on Form 8-K:

          Three Months Ended March 31, 2004

          The Company filed a Form 8-K on January 8, 2004 appointing Dr. Kenneth
          Farris to the Board of Directors.


                                   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:    June 7, 2004                              By: /s/ TRENT SOMMERVILLE
                                                     --------------------------
                                                   Trent Sommerville
                                                   Chief Executive Officer, and
                                                   Chairman of the Board


Date:    June 7, 2004                              By: /s/ JEFFREY BRANDEIS
                                                      -------------------------
                                                    Jeffrey Brandeis
                                                    President



Date:    June 7, 2004                              By: /s/ CRAIG A.PIETRUSZEWSKI
                                                     --------------------------
                                                   Craig A. Pietruszewski
                                                   Chief Financial Officer


Date:    June 7, 2004                              By: /s/ JERRY GRUENBAUM
                                                      -------------------------
                                                    Jerry Gruenbaum
                                                    Secretary


                                       14
<PAGE>