UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-KSB

                [x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ending December 31, 2002

                                       OR

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-27045

                          INTERNATIONAL WIRELESS, INC.
             ------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


              Maryland                                       36-4286069
     ----------------------------                           ------------
     (State or other jurisdiction                          (IRS Employer
          of Incorporation)                              Identification No.)


      55 Marble Ridge Road
       North Andover, MA                                         01845
----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip Code)


                                 (339) 222-1130
                                ----------------
                           (Issuer's telephone number,
                              including area code)


Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered pursuant to Section 12(g) of the Act: Common Stock, 0.009
par value.

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by  Section  13 or 15(d) of the  Securities  and  Exchange  Act of 1934
during the preceding 12 months (or 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 [ ]

                                        1
<PAGE>

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of  issuer's  knowledge,  in  definitive  proxy or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year were: $31,093
                                                       ---------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the Issuer filed all documents and reports required to be filed by
Section 12, 13, or 15(d) of the Exchange Act after  distribution  of  securities
under a plan confirmed by a court.
Yes  [ ]  No  [ ]

                         APPLICABLE TO CORPORATE ISSUERS

On June 9, 2003, the Issuer had 26,994,959  issued,  and 25,594,965  outstanding
shares of its $.009 par value common stock.  The  aggregate  market value of the
Registrant's   voting  stock  held  by  non-affiliates  of  the  Registrant  was
approximately  $1,267,014 at the closing  quotation for the Registrant's  common
stock of $0.07 as of June 9, 2003.

Transitional Small Business Disclosure Format Used (check one):
Yes [ ]  No [X]

Documents incorporated by reference:  None.

                                        2
<PAGE>
<TABLE>
<CAPTION>
                          INTERNATIONAL WIRELESS, INC.

                                TABLE OF CONTENTS

                                                                            PAGE

                                     PART I
<S>                                                                      <C>

Item 1.     Business of the Company . . . . . . . . . . . . . . . . .      4

Item 2.     Properties  . . . . . . . . . . . . . . . . . . . . . . .     11

Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . .     11

Item 4.     Submission of Matters to a Vote of Securities Holders . .     12

                                     PART II

Item 5.     Market for the Issuer's Common Equity and Related
              Shareholder Matters . . . . . . . . . . . . . . . . . .     13

Item 6.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations . . . . . . . . . .     18

Item 7.     Financial Statements  . . . . . . . . . . . . . . . . . .     22

Item 8.     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosures . . . . . . . .     23

                                    PART III

Item 9.     Directors, Executive Officers, Promoters
              and Control Persons; Compliance with
              Section 16(a) of the Exchange Act . . . . . . . . . . .     23

Item 10.    Executive Compensation  . . . . . . . . . . . . . . . . .     26

Item 11.    Security Ownership of Certain Beneficial
              Owners and Management . . . . . . . . . . . . . . . . .     30

Item 12.    Certain Relationships and Related Transactions  . . . . .     33

Item 13.    Exhibits, and Reports on Form 8-K . . . . . . . . . . . .     34

            Signatures  . . . . . . . . . . . . . . . . . . . . . . .     36
</TABLE>

                                        3
<PAGE>

                                     PART I

ITEM 1.   BUSINESS OF THE COMPANY

     FORWARD-LOOKING   STATEMENTS.   This   annual   report   contains   certain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended,  that involve  risks and  uncertainties.  In  addition,  the Company
(International  Wireless,  Inc.,  a Maryland  corporation,  and its  subsidiary,
Mitigo,  Inc.  a  Delaware   corporation)  may  from  time  to  time  make  oral
forward-looking statements.  Actual results are uncertain and may be impacted by
many factors. In particular, certain risks and uncertainties that may impact the
accuracy of the  forward-looking  statements with respect to revenues,  expenses
and operating  results include  without  imitation;  cycles of customer  orders,
general  economic  and  competitive  conditions  and changing  customer  trends,
technological  advances and the number and timing of new product  introductions,
shipments of products and components from foreign suppliers,  and changes in the
mix of products ordered by customers. As a result, the actual results may differ
materially from those projected in the forward-looking statements.

     Because of these and other factors that may affect the Company's  operating
results,  past  financial  performance  should not be considered an indicator of
future performance, and investors should not use historical trends to anticipate
results or trends in future periods.

(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  officially  changed its
name with the State of Marland  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.

                                        4
<PAGE>

     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
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 last 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  formerly
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,  Inc., a Delaware
Corporation.   Under  the  said  reverse  merger,  the  former  Shareholders  of
International Wireless, Inc., the Delaware Corporation, ended up owning a 88.61%
interest in the Company.  Thereafter on January 2, 2002, the Company  officially
changed  its name with the State of Maryland  from  Origin to our current  name,
International Wireless, Inc.

     On  January  15,  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.

     On May 30, 2003, the Company  entered into a Merger  Agreement to merge the
Company  with  Scanbuy,   Inc.  a  Delaware   corporation   with  its  corporate
headquarters located in New York, New York (hereinafter  "Scanbuy").  Under said
Merger  Agreement  the  Company is  scheduled  to issue to the  shareholders  of
Scanbuy  25,594,965 newly issued  unregistered  Common Shares which equal to the
issued and outstanding shares of the Company as of May 19, 2003.

                                        5
<PAGE>

     The above Merger Agreement is subject to approval of the transaction by the
directors and shareholders of both the Company and Scanbuy including an increase
in the authorized number of shares of the Company to enable it to do the merger,
and execution of appropriate employment and non-compete agreements.  The parties
anticipate closing the transaction on or before June 16, 2003.

(B) BUSINESS OF THE ISSUER

     (1) PRINCIPAL PRODUCTS AND SERVICES

     On  January  11,  2002,  the  Company  acquired  Mitigo,  Inc.  a  Delaware
corporation with its corporate headquarters located in Woburn, Massachusetts. as
a result of the  acquisition  of  Mitigo,  the  Company  is in the  business  of
developing  visual  intelligence  software  solutions  for  wireless  and mobile
devices.  The Company's  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.
Management  believes that the Company's  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.

     The Company has developed software to decode commercial 1D and 2D bar codes
as well as other emerging symbologies.  The Company 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.  The  Company  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.

     The  Company's  technology  is  protected  by two  patents  granted  to Mr.
Antognini in August, 2000 and January 2001, and licensed to the Company, 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.

     Management   believes  that  the  Company's   exclusive  licensed  software
technology,  which is  currently  in dispute  with the  licensor,  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, thus enabling  potentially
thousands of different  mobile  commerce  applications.  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  Company's  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.

                                        6
<PAGE>

     The Company's  technology  decodes using a digital image of a bar code that
can be captured by a digital camera.  The Company 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. The Company's solution is software only. The
Company's software uses the digital camera,  processor and storage  capabilities
of the handset that are already present.  As such, the Company believes that its
software  solution is a cost  effective way to add  functionality  into a mobile
handset or PDA.

     Management  believes  that its  anticipated  acquisition  of  Scanbuy  will
further its position in the bar code arena.  Scanbuy, Inc. is a software company
located in New York  City,  New York  dedicated  to  developing  ScanCommerce(R)
solutions that link the physical  world to the Internet  using personal  barcode
scanners.  Scanbuy's core expertise  lies in Web-based  application  development
allowing the user to upload barcode data from a scanner (handheld  scanner,  PDA
or cell  phones  enabled  devices)  to  dedicated  applications  for  processing
supplies orders, returning products, managing inventory, leads retrieval etc.

     (2) BUSINESS STRATEGY

     The Company acquired Mitigo to take advantage of wireless  convergence.  In
the wireless arena, mobile handsets, PDAs and other devices are transforming the
way people  around the world access and use  information.  At present there is a
reliance on the personal  computer desktop only, for Internet access,  to access
entertainment,  news, products,  and services.  The Company believes that in the
future,  consumers  will  demand  access to this  content on a device they carry
everywhere with them, their mobile telephone and/or PDA.

     The Company believes that its functionality eliminates fundamental barriers
for users  wishing to access the Internet  from their mobile  devices,  barriers
caused by user interface constraints,  lack of a full keyboard, and mouse, which
makes it cumbersome and difficult to navigate directly to a Web destination. The
Company  believes that its software  with  Scanbuy's  application  and marketing
creates the ability for a mobile  telephone or PDA to easily connect directly to
a Web site or other destination via bar codes.

     (a) ENABLING TECHNOLOGY

     CMOS  semiconductors  have  advanced  with  technology  that  now  makes it
possible  to  recognize  and  decode a bar code  from an image  using a  digital
camera, i.e., a CMOS image sensor. This advancement now makes it possible to put
a consumer-grade digital camera in a mobile telephone for a fraction of the cost
prior to these advances.  Many mobile handset manufacturers have released models
containing  digital  cameras,  or  announced  the  inclusion  of this feature in
upcoming  models.  The  Company  believes  that  there  will  be  a  significant
integration  of the mobile  phone and  digital  camera over the next one to five
years, with significant  adoption in the Asian market over the next 6-18 months.
This integration will enable mobile phones,  equipped with its software, to read
and  process bar codes for instant  commerce or content  retrieval.  The Company
envisions  that within 12 to 18 months,  the  decoding  component  of its client
software  will be  directly  integrated  into a variety of CMOS  digital  camera
chipsets,  yielding a high quality  digital camera and a bar code reading device
for inclusion in mobile handsets.

                                        7
<PAGE>

     The  Company's  core  technology  has been  designed  to perform  with high
reliability  in  difficult  decoding   situations.   The  decoding  software  is
successful  even  when  the  bar  code  images  may  suffer  from  low  lighting
conditions,  low contrast, low resolution,  and high amounts of noise. Likewise,
it is robust against significant damage or distortion in the printed code. These
abilities make the technology suitable to a variety of "real world" conditions.

     The  Company's  decoding  algorithms  have  been  largely  driven  by heavy
experimental  work on a large  number of test  images.  Over 30,000  images were
generated  and  tested  against  in the course of  development  or its  decoding
algorithms  in order to test and tune the  algorithms  against a wide variety of
conditions.

     The  information  densities  supported by the underlying  technology of the
Company's  algorithms are unparalleled in the bar code industry.  With a 300 dpi
imager and a high quality laser  printer,  the  algorithms  can reliably  decode
information printed at a density of 3,400 bytes/sq.  inch; with a 600 dpi imager
and a thermal printer, it has achieved densities of over 12,000 bytes/sq. inch.

     Many of the targeted  imagers for the algorithm  have employed CMOS imaging
chips, from 8 megapixels in size down to QCIF images (180X148 or 28 kilopixels).
At the lower end, these imagers represent the precisely the type of imagers that
are found now in a variety  of  consumer  devices,  such as cell  phones,  PDAs,
gaming devices, TV remotes, car dashboards, toys, etc.

     The  Company's  algorithm  employs  a variety  of  techniques  to  retrieve
information  available only at a subpixel level. The algorithm can, with certain
imagers,  retrieve  information  from a matrix code where the imager captures an
individual  bit  in  an  area  less  than  1.5X1.5  pixels.  In  contrast,  most
competitive solutions in the industry expect areas of minimum 3.5X3.5 pixels for
their algorithms to work.

     (b) PRODUCTS

     CodePoint - Version  1.0
     ------------------------

     The Company'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 interface with the operating
environment  resident in the host device. This software is the Company's primary
offering and the it believes  that it will offer  superior  performance  for bar
code sensing and decoding when compared to other commercially available software
programs.   The  Company  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
its  solution  is  the  lowest  cost,  best  performing  solution  for  consumer
applications.

                                        8
<PAGE>

     The  Company's  initial  focus  is on  licensing  its 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.

     (3) PATENTS AND TRADEMARKS

     The Company's  exclusive  licensed  technology, which is in current dispute
with the  licensor, is  protected  by two patents US.  6,098,882  and  6,176,427
granted to Dr. Tom  Antognini,  in August,  2000 and January 2001,  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 easily read
a bar code from a screen, such as would be found on a mobile handset, a PDA, PC,
or television.

     The  ability  to  employ  variable  sized  modules  in a bar code is key to
attaining the greatest possible  densities in the symbol, the smallest number of
pixels in a sensor used to decode a bar code,  and the  greatest  robustness  in
decoding at a given  resolution.  These features  enable the smallest or densest
possible codes, the cheapest possible sensors, and the best user experience.

     The patents in particular  cover the concept of  configuring  modules in 2D
matrix codes so that only some pixels in a printed  module can have ink or toner
assigned to them.  That is, the inked areas of a module are  separated  by white
space  from the inked  areas of  adjacent  modules.  This  feature is crucial to
compensating  for  inkspread  in  an  optimal  manner.   Without  this  patented
technique,  inkspread  causes  the  contents  of one  module to spill  over into
adjacent  modules,  which will  either  cut down on the  possible  densities  of
information,  or will require  higher  resolution  sensors to detect the smaller
white areas for  modules  that  express an "off" bit.  The  technique  also will
compensate for various forms of interpixel leakage that often occurs in sensors,
again allowing for smaller, cheaper sensors.

     The power of the patented  technique is  demonstrated by the ability of the
technology  to encode 1 MB of data on one side of a printed page using  standard
printing processes and a 600 dpi scanner.

     (4) OUR COMPETITION

     The Company has identified over $1 billion in investment commitments to the
visual intelligence  software solutions for wireless and mobile devices.  Direct
competition  will come from other software  companies  that produce  software to
read bar codes from digital  images.  The Company,  to date,  has  identified no
other companies who are engaged in selling into the mobile telephone market. The
Company's  main  software   competitor,   Axtel,   sells   solutions  to  device
manufacturers  producing  dedicated  bar code  scanners for business to business
applications  in warehouses,  retail,  etc. The Company  believes that the Axtel
software is not well suited for consumer devices from a performance perspective.

                                        9
<PAGE>

     A  potential  partner  for  the  Company's  visual  intelligence   software
solutions for wireless and mobile  devices is AirClic.  Formed by Goldman Sachs,
Symbol,  Motorola  and others,  the  company  received  $290  million in funding
commitments.  AirClic  operates a centralized  switching  service to connect bar
codes through mobile devices to the Internet and is promoting the use of a small
1D bar code called the scanlet.  AirClic does not produce decoding  software for
bar codes,  but rather works with  manufacturers,  carriers,  etc to operate the
back end data network for bar code transactions  through consumer  devices.  The
Company  believes that it offers  superior  decoding  software for 1D and 2D-bar
codes and as such,  could work in concert with AirClic,  and other  companies in
the "global network" area such as Akamai, IBM, Microsoft, EMC, etc.

     Other  companies  supporting  this space  include  Digimarc  and  NeoMedia.
Presently these companies are focused on delivering  content to devices based on
a decoded bar code.  They are currently  supporting  older  generation  scanning
technologies to deliver non-wireless solutions to the marketplace. The Company's
bar code decoding technology is complementary to these companies.

     (5) OUR STRATEGY

     The  Company  plans to support  the mobile  telephone/Internet  convergence
market by enabling  mobile-commerce  and e-commerce from  print-based bar codes.
Our  client  software  will  be  licensed  to  device  manufacturers,  including
producers of mobile handsets,  PDAs and other devices.  As part of our strategy,
we will support all major mobile and wireless operating systems with our product
set.

     (6) OUR MARKETING STRATEGY

     The  Company  plans  through  its  planned  merger  with  Scanbuy to pursue
multiple  opportunities  in licensing the 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 has applicability in law enforcement, and
building, property, and other security applications.

     An  additional  primary  sales  channel  involves  licensing  the CodePoint
software  into mobile  devices  such as  handsets.  The Company has entered into
discussions with several multi-national consumer electronics manufacturing firms
regarding  licensing  the product for inclusion  into mobile  handsets and other
assorted electronic devices.  The Company has also entered into discussions with
several Operating System developers that sell into the mobile handset category.

     (7)  EMPLOYEES

     As of June 9, 2003,  the  Company,  including  its  subsidiaries  has three
employees,  consisting  of  full-time  officers  and  in-house-counsel.  In  the
beginning of 2003, due to financial  difficulties the company could not maintain
its prior  years  work  force  consisting  of  developers,  sales and  marketing
personnel and support staff. The Company believes that in its anticipated merger
with Scanbuy, will solve its technical and sales force need to enable it to meet
its  projected  business  plan.  No  employees  are  covered  by any  collective
bargaining  agreements.  The Company  believes  that our  relationship  with our
current  employees  is good.  The  Company is however  in  dispute  with  former
employees  as to back  salaries and  severance  pay.  The  Company's  success is
dependent,  in part, upon its ability to attract and retain qualified management
and technical  personnel.  The Company presently has a stock option plan for key
employees and consultants.

                                       10
<PAGE>

     (8) GOING CONCERN QUALIFICATION BY INDEPENDENT AUDITORS

     The  Company's  independent  auditors  have  reported  that the Company has
suffered  recurring net  operating  losses and has a current ratio deficit and a
shareholders  deficit that raises  substantial doubt about our Company's ability
to  continue  as a  going  concern.  As  shown  in  the  accompanying  financial
statements,  the Company incurred a net loss of $4,705,692 during the year ended
December 31, 2002  resulting  in a deficit  accumulated  during the  development
stage of $9,098,330.  Failure to raise capital or generate revenue in the future
may result in the Company depleting its available funds,  being able to fund its
investment  pursuits and cause it to curtail or cease operations.  Additionally,
even if the Company does raise sufficient capital or generate revenue, there can
be no  assurances  that the net  proceeds or the revenue will be  sufficient  to
enable it to develop business to a level where it will generate profits and cash
flows from operations.

ITEM 2.   PROPERTIES

     The  Company's  executive  offices  until the proposed  merger with Scanbuy
takes place are at the home of one of its directors. In the event of approval of
the merger with Scanbuy,  the Company  plans to move its  operations to New York
City,  New York where Scanbuy  maintains its current  operations.  The Company's
former   rented  office  space  located  at  120   Presidential   Way,   Woburn,
Massachusetts in the northern  suburbs of the City of Boston,  had to be vacated
in April 2003 due to the  Company's  inability  to continue to pay the rent.  On
January 8, 2001 the Company  entered into a  non-cancelable  operating lease for
the office space which  commenced on May 1, 2001 and expires July 31, 2005. As a
result of the breach of the lease by the Company,  the Company by agreement  was
evicted by the landlord.

ITEM 3.   LEGAL PROCEEDINGS

     In  December,  2002 the Company was sued by Greg  Laborde in U.S.  District
Court for the  District  of New  Jersey for Breach of  Employment  Contract  and
Defamation  seeking monetary damages  including  additional stocks and warrants.
The Company in response has filed a  counter-claim  against Mr. Laborde  seeking
damages  in  his  transaction  in  selling  Origin  Investment  Group,  Inc,  to
International  Wireless  in its  reverse  merger in January  2002.  The  Company
believes it has a good defense to the above suit.

     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.

                                       11
<PAGE>

     On March 11, 2003 the Company  received  notice from Attorney Omar A. Rizvi
of his claim for breach of contract for failure to deliver to him 100,000 shares
for  professional  services  allegedly  performed on behalf of the Company,  and
wrongful  cancellation  of  additional  warrants to purchase  200,000  shares of
International  Wireless for which he claimed damages.  No suit has been filed to
date and the  Company  believes  that if such a suit is ever filed  against  the
Company, the Company has a good defense and proper grounds for a counter-suit.

     On March 20, 2003 a judgment  in the amount of $2,000 was  entered  against
the Company by Beyond  Words  Communication,  Inc.  for prior  unpaid  marketing
services rendered to the Company.

     On March 31, 2003 a judgment  in the amount of  99,089.59,  which  included
replenishment of approximately $60,000 in security deposits, was entered against
the  Company for breach of  contract  for non  payment of rent on the  Company's
office facility in Woburn, Massachusetts.

     In  May,  2003  certain  former   employees   filed   complaints  with  the
Commonwealth of Massachusetts  Attorney General's office for unpaid salaries and
accrued  vacation pay. In accordance  with Company's  records the Company owes a
total around  $100,000 in payroll taxes and a potential  additional  $60,138.27,
some of which are disputed,  for back fees,  gross salaries and accrued vacation
to the following individuals:

<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
Adam Cogley                          6,234.09
Jerry Gruenbaum                    $12,500.00
                                   ----------
   Total                           $60,138.27
                                   ==========
</TABLE>

In  addition  there is a  potential  severance  pay due to some  individuals  in
accordance with their  employment  agreement,  should it be determined that they
were  terminated  without cause,  totaling an additional  $186,350 for which the
Company totally disputes.

     Other than the matters  above,  there is no other past,  pending or, to the
Company's knowledge, threatened litigation or administrative action which has or
is  expected  by  the  Company's  management,  which  has  not  been  previously
disclosed,  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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                       12
<PAGE>

                                     PART II

ITEM 5.   MARKET FOR THE COMPANY'S COMMON EQUIY AND RELATED SHAREHOLDER
          MATTERS

     The Company common stock is currently trading on the Pink Sheet as a result
of its failure to timely file its required annual and quarterly reports which it
is now  correcting.  The Company was formed on April 6, 1999. In April 1999, the
Company's  common  stock had been listed for trading on the OTC  Bulletin  Board
under the symbol "OGNI." The trading  market for the Company's  stock is limited
and  sporadic and should not be deemed to  constitute  an  "established  trading
market".  In connection  with the change of the Company's name to  International
Wireless, Inc., the Company's symbol was changed to "IWIN" on January 2, 2002.

     The  following  table sets  forth the range of bid prices of the  Company's
common stock during the periods  indicated.  Such prices  reflect prices between
dealers  in  securities  and do not  include  any  retail  markup,  markdown  or
commission  and  may  not  necessarily   represent  actual   transactions.   The
information  set forth below was provided by NASDAQ  Trading & Market  Services.
These  quotations  have not been adjusted for the December 7, 2001, one for nine
reverse stock split.

<TABLE>
<CAPTION>
                                                  HIGH          LOW
                                                  ----          ----

FISCAL YEAR ENDED DECEMBER 31, 2001

<S>                                               <C>           <C>
First  Quarter                                    0.94          0.44
Second  Quarter                                   0.80          0.35
Third  Quarter                                    0.03          0.03
Fourth  Quarter                                   0.14          0.14

FISCAL YEAR ENDING DECEMBER 31, 2002

First  Quarter                                    3.25          2.60
Second  Quarter                                   1.42          1.10
Third  Quarter                                    0.45          0.33
Fourth  Quarter                                   0.15          0.14
</TABLE>

     The closing bid price for the common  stock as reported by the OTC Bulletin
Board on June 9, 2003 was $0.07.

     As of June 9, 2003, there were  approximately  413 holders of record of the
Company's common stock.

TRANSFER AGENT

     The  Company's  transfer  agent  and  registrar  of  the  common  stock  is
Securities Transfer Corporation,  2591 Dallas Parkway,  Suite 102, Frisco, Texas
75034.

                                       13
<PAGE>

DIVIDEND POLICY

     The  Company  has never paid  dividends  on the  common  stock and does not
anticipate paying dividends on its common stock in the foreseeable future. It is
the present  policy of the Board of  Directors to retain all earnings to provide
for the future  growth of the  Company.  Earnings of the  Company,  if any,  are
expected to be retained to finance the expansion of the Company's business.  The
payment of dividends on the Company's  common stock in the future will depend on
the results of operations,  financial  condition,  capital expenditure plans and
other cash  obligations of the Company and will be at the sole discretion of the
Board of Directors.

RECENT SALES OF UNREGISTERED SECURITIES

     The following is information  for all securities  that the Company has sold
since inception  without  registering  the securities  under the Securities Act.
These securities do not reflect a one-for-nine reverse split of the total issued
and outstanding common stock of the Company that took place in December 7, 2001:

     The  Company  sold  100,000  shares of  common  stock  for  $100,000  to an
accredited  investor on January 18, 2000, and sold 21,390 shares of common stock
for  $99,998.25  to another  accredited  investor on February  12,  2000.  These
investors  were  individuals  personally  known  to  members  of  the  Company's
management.  Each of the  sales was  conducted  in  accordance  with Rule 606 of
Regulation E of the Securities  Act of 1933 (as amended,  the "Act") exempt from
registration and free trading.

     On April 14, 2000 the  Company  sold  50,000  shares of common  stock to an
accredited  investor  for $50,000 or $1.00 per share.  These shares were sold in
connection  with a private  offering  pursuant to Section 4(2) of the Securities
Act and are restricted from resale pursuant to Rule 144 of the Act.

     On May 8, 2000 the Company  offered to sell and on May 24,  2000  completed
the sale of 142,000  units to private  accredited  investors for an aggregate of
$106,500 or $0.75 per unit.  We received net  proceeds  totaling  $96,500  after
payment of a 10%  finders fee to a non  affiliated  third  party.  Each Unit was
comprised  of one share of common  stock (free  trading  pursuant to Rule 606 of
Regulation E) and one Class A common stock purchase warrant. Each Class A common
stock  purchase  warrant is  exercisable  for one  restricted  common stock upon
payment of $.75 per  warrant.  The Class A warrants are  exercisable  for a five
year period.

     On February 29, 2000 the Company offered for sale 16,000 shares of Series A
Convertible  Preferred  Stock for $4,600,000 or $287.50 per share.  The Series A
Convertible  Preferred  Stock  was  convertible  into  common  stock  in  stages
occurring  at one  months  intervals  over a ten  month  period.  The  Series  A
Convertible  provided for (a) a liquidation  preference of $1.00 per share (plus
all declared but unpaid dividends); (b) full voting rights based upon the number
of  shares  of  common  stock  into  which  each  share is  convertible;  (c) no
conversion price per share of common stock; and (d) an automatic conversion into
common stock on specified dates.  Class 1 Series A investors  received the above
terms and had their funds placed into an escrow  account  which was set up where
the  aggregate  proceeds  deposited  in this  account  was to be released to the
Company  reached  $2,650,000.  The use of proceeds were allocated for a proposed
acquisition of Encore/Sigma and for working capital.  If the funds did not reach
that amount by a specified  date,  all principal  and interest  earned was to be
returned to the Class 1 Series A Preferred holders. Class 2 Series A Convertible
Preferred holders were offered one additional  restricted common stock for every
$10.00 they  invested if they agreed to allow the Company to use their funds for
current  working  capital  rather than have their funds  deposited in the escrow
account.

                                       14
<PAGE>

     On June 6, 2000 the Company  terminated the Series A Convertible  Preferred
Stock  offering,  and on June 23, 2000,  we returned to our Class 1 investors an
aggregate of $638,763 plus accrued  interest  which was  previously  recorded as
restricted  cash.  Also on June 6 we offered our Class 2  investors,  in lieu of
each Series A Convertible  Preferred Stock and restricted stock awarded,  383.33
Units. Each Unit was comprised of one share of common stock and one Common Stock
Purchase  Warrant where each Common Stock Purchase Warrant is redeemable for one
share of common  stock at an exercise  price of $1.50 per share.  As a result of
this  exchange,  we issued  324,999 shares of common stock for $243,750 or $0.75
per share along with 324,999  Common Stock Purchase  Warrants.  The warrants are
exercisable for a period of five years.  The common stock was free trading based
on filing an  offering  circular  pursuant  to Rule 604 of  Regulation  E of the
Securities  Act. No shares  underlying  the Common Stock  Purchase  Warrants are
restricted from resale pursuant to Rule 144 of the Act.  Proceeds  received from
the sale were used for working capital  purposes and payment of the break up fee
paid to Encore/Sigma.

     On June 12, 2000 the  Company  sold  20,000  shares of common  stock to two
accredited investors for $25,000 or $1.25 per share. These shares are restricted
from resale  pursuant to Rule 144 of the Act.  Proceeds  received  from the sale
were used for working capital purposes.

     On August 24,  2000 the  Company  sold an  aggregate  of 344,827  shares of
common stock to ten accredited  investors for $100,000 or $0.29 per share. These
shares were sold in connection with a private  offering  pursuant to Rule 606 of
Regulation E and are free trading. Proceeds received from the sale were used for
working capital purposes.

     On August 29, 2000 the Company  offered to sell and on  September  12, 2000
completed the sale of 350,000  shares of common stock to an accredited  investor
for an aggregate  of $507,500 or $1.45 per share.  Net  proceeds  received  were
$456,750,  net of direct  related  costs of $50,750.  These  shares were sold in
connection with filing an offering circular pursuant to Rule 604 of Regulation E
of the  Securities  Act. Use of proceeds from this offering  include  payment of
accounting  fees,  legal  fees  associated  the Alpha  transaction  and  Vivocom
transaction  and with the evaluation of Vivocom's  patent  application,  and for
general working and operating capital purposes.

     On March 28, 2001 the  Company  sold  33,333  units to an  investor  for an
aggregate  of $10,000 or $.30 per share.  Each unit is comprised of one share of
common stock and one common stock  warrant.  Each warrant is redeemable  for one
share of common stock upon the payment of $.40.

     On April 4, 2001,  the Company  sold  100,000  units to an investor  for an
aggregate of $30,000 or $.030 per unit.  Each unit was comprised of one share of
common stock and one and one half common stock warrants, or 150,000 common stock
warrants.  Each common stock warrant is redeemable for one share of common stock
upon payment of $.40 per warrant.

                                       15
<PAGE>

     On May 9,  2001  the  Company  sold  50,000  units  to an  investor  for an
aggregate of $20,000,  or $0.40 per unit. Each unit is comprised of one share of
common  stock and one  common  stock  warrant.  Each  common  stock  warrant  is
redeemable for one share of common stock upon the payment of $0.40 per warrant.

     On May 15, 2001, the Company  received  $10,000 in the form of a short term
bridge loan from an investor.  The duration of this loan is one month and has an
interest  rate of 12% per  annum.  This  investor  also  received  common  stock
warrants  to  purchase  an  aggregate  of  15,000  shares  of our  common  stock
exercisable at $.51 per share.

     On May 17, 2001 the Company issued warrants to a non-affiliated  consultant
to purchase an aggregate of 12,500  shares of common stock at an exercise  price
of $0.40 per share.

     On May 31,  2001 the Company  sold  49,019.60  units to an investor  for an
aggregate of $25,000, or $0.51 per unit. Each unit was comprised of one share of
common stock and six common stock purchase  warrants.  Each common stock warrant
is  redeemable  for one  share of common  stock  upon the  payment  of $0.40 per
warrant.

     On August  20,  2001 the  Company  offered  to sell  pursuant  to a private
placement  an  aggregate  of  5,400,000  shares of its common stock at $0.02 per
share for an aggregate of $108,000.  Said shares shall be restricted pursuant to
Rule 144 of the Securities Act of 1933. Proceeds from the sale shall be used for
covering outstanding  liabilities of the company and to pay for costs associated
with its continual listing on the NASDAQ OTC:BB exchange.  At the time of filing
of this Form 10-Q,  One  investor for an aggregate  had  purchased  1,500,000 of
these shares for an aggregate purchase price of $30,000.

     On May 15, 2001, the Company  received  $10,000 in the form of a short-term
bridge loan from an investor.  The duration of this loan is one month and has an
interest  rate of 12% per  annum.  This  investor  also  received  common  stock
warrants  to  purchase  an  aggregate  of  15,000  shares  of our  common  stock
originally  exercisable  at $.51 per share but  adjusted  to $0.40 per share and
also received an additional  10,000 common stock purchases  warrants to purchase
an  additional  10,000  shares of our common stock for extending the due date of
the note.

     On May 17, 2001 the  Company  received  $7,500 in the form of a  short-term
bridge  loan from an investor  and on May 21,  2001 we  received  an  additional
$2,500 from that investor as a short-term bridge loan. The duration of the loans
were 90 days and jointly due on August 21, 2001 and has an interest  rate of 12%
per annum.  This  investor  also  received  common  stock  purchase  warrants to
purchase an aggregate of 25,000 shares of our common stock  exercisable at $0.40
per share.

     On May 21, 2001 the Company  received  $20,000 in the form of a  short-term
bridge loan from an  investor.  The  duration of the loan was 90 days and due on
August 21, 2001 and has an interest  rate of 12% per annum.  This  investor also
received  common  stock  purchase  warrants to purchase an  aggregate  of 50,000
shares of our common stock exercisable at $0.40 per share.

                                       16
<PAGE>

     On July 15, 2001 the Company  received  $12,000 in the form of a short-term
bridge loan from an  investor.  The  duration of the loan was 60 days and due on
September 15, 2001 and has an interest rate of 12% per annum. This investor also
received  common  stock  purchase  warrants to purchase an  aggregate  of 50,000
shares of our common stock exercisable at $0.40 per share.

     On August 20, 2001 the Company  offered to sell five  million  four hundred
thousand  shares  (5,400,000)  at a  purchase  price of $0.02  per  share for an
aggregate of $108,000 ("Private Offering"). These shares are sold pursuant to an
exemption under the registration requirements of the Securities Act of 1933 (the
"Securities  Act") and are  restricted  from resale  pursuant to Rule 144 of the
Securities Act.

     On August  29,  2001 the  Company  sold  1,500,000  shares  of the  Private
Offering  to an  investor  for an  aggregate  of $30,000.  The  investor  was an
accredited  investor  as  that  term is  defined  pursuant  to  Rule  501 of the
Securities Act of 1933. The offering was done pursuant to Rule 606 of Regulation
E.

     On  September  4, 2001 the  Company  sold  1,875,000  shares of the Private
Offering  to an  investor  for an  aggregate  of  $38,696 in the form of 101,834
shares of Telehublink, Inc. ("THLC") free trading common stock.

     On  September  19,  2001 the  Company  sold  525,500  shares of the Private
Offering to an investor for an aggregate of $10,500 in the form of 53,000 shares
of THLC free trading common stock at a value of $0.198 per share of THLC stock.

     On October 3, 2001 the Company sold 250,000 shares of the Private  Offering
to an investor  for an  aggregate  of $5,000.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

     On October 4, 2001 the Company sold 250,000 shares of the Private  Offering
to an investor  for an  aggregate  of $5,000.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

     On October 10, 2001 the Company sold 500,000 shares of the Private Offering
to an investor  for an aggregate  of $10,000.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

     On October 12, 2001 the Company sold 375,000 shares if the Private Offering
to an investor  for an  aggregate  of $7,500.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

     On October 17, 2001 the Company sold 125,000 shares of the Private Offering
to an investor  for an  aggregate  of $2,500.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

                                       17
<PAGE>

     During the year  ended  December  31,  2002,  $42,000  of loans  payable at
December 31, 2001 were converted into the Company's common stock under a private
placement for 49,900 shares and the exercise of 50,000 warrants.

     During the year ended December 31, 2002, $160,149 of notes payable, related
parties was converted into 1,550,414  shares of common stock under the Company's
private placement offering.

     During the year ended December 31, 2002,  5,863,928  shares of common stock
were issued for $691,772 in connection with a private placement offering.

     During the year ended  December 31, 2002,  620,351  shares of the Company's
common  stock were issued to  consultants  for  services  rendered at a value of
$364,545.

     During the year ended December 31, 2002, 890,832 common stock warrants were
exercised for $385,983 at prices ranging from $0.00 to $0.10 per share.

     During the year ended  December  31, 2002,  510,107  shares of common stock
were issued for the exercise of stock options for a consideration of $204,050.

     The Company believes that the transactions described from inception through
January  3,  2001  above  were  exempt  from  registration  under  Regulation  E
"Exemptions  For Small Business  Investment  Companies" of the Securities Act of
1933 because the Company  qualified at the time as a Small  Business  Investment
Company,  the aggregate  amount of the subject  securities  was not in excess of
$100,000  and the subject  securities  were sold to a limited  group of persons,
each of whom was  believed to have been a  sophisticated  investor.  Restrictive
legends  were  placed,  as  applicable,  on stock  certificates  evidencing  the
securities.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS AND PLAN OF OPERATION

     The following discussion and analysis provides certain  information,  which
the Company's management believes is relevant to an assessment and understanding
of the  Company's  results of operations  and  financial  condition for the year
ended  December  31,  2002.  This  discussion  and  analysis  should  be read in
conjunction with the Company's financial statements and related footnotes.

     The Company's  auditors have issued a going concern opinion.  The Company's
auditors have  reported  that the Company has suffered net operating  losses and
has a current  ratio deficit that raises  substantial  doubt about our Company's
ability to continue as a going concern.

                                       18
<PAGE>

     The statements  contained in this section that are not historical facts are
forward-looking  statements  (as such term is defined in the Private  Securities
Litigation  Reform  Act of 1995)  that  involve  risks and  uncertainties.  Such
forward-looking  statements may be identified by, among other things, the use of
forward-looking  terminology  such  as  "believes,"  "expects,"  "may,"  "will,"
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable  terminology,  or by  discussions  of strategy that involve risks and
uncertainties.  From time to time,  we or our  representatives  have made or may
make  forward-looking  statements,  orally or in writing.  Such  forward-looking
statements  may be  included  in our  various  filings  with the  SEC,  or press
releases  or oral  statements  made by or with the  approval  of our  authorized
executive officers.

     These forward-looking  statements, such as statements regarding anticipated
future revenues,  capital  expenditures and other statements  regarding  matters
that  are  not  historical  facts,  involve  predictions.  Our  actual  results,
performance or achievements  could differ  materially from the results expressed
in, or implied by, these  forward-looking  statements.  We do not  undertake any
obligation to publicly release any revisions to these forward-looking statements
or to reflect the occurrence of  unanticipated  events.  Many important  factors
affect our ability to achieve its  objectives,  including,  among other  things,
technological and other developments in the Internet field, intense and evolving
competition, the lack of an "established trading market" for our shares, and our
ability to obtain  additional  financing,  as well as other risks  detailed from
time to time in our public disclosure filings with the SEC.

     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  whereby it  acquired  all the  outstanding  shares of
International Wireless, Inc., a Delaware corporation ("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  officially  changed its name with the State of Maryland from Origin
to our current name, International Wireless, Inc. (a Maryland Corporation).

     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
unable to raise  sufficient  capital to consummate the transaction or discovered
information  which  modified  their  understanding  of  the  eligible  portfolio
company's  financial  status to such an extent where it was unadvisable for them
to continue and  consummate  the  transaction.

                                       19
<PAGE>

     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 the Delaware
corporation  ended up owning a 88.61%  interest in the  Company.  Thereafter  on
January  2,  2002,  the  Company  changed  its name  officially  in the State of
Maryland  from Origin to our current  name,  International  Wireless,  Inc.

     On  January  15,  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
at closing,  and the remaining  1,399,994  held in escrow and to be  distributed
subject to net income  performance  for the years 2002 and 2003.  As a result of
this transaction, Mitigo became a wholly-owned subsidiary of the Company.

     The Company is a developer of visual  intelligence  software  solutions for
wireless and mobile devices.  The Company's  software decodes barcodes and other
visual symbols in mobile handsets and PDAs that have integrated digital cameras.
This capability provides "visual  intelligence" to mobile devices enabling rapid
mobile   transactions  and  pinpoint   navigation  to  multimedia   content  and
information.  The Company's technology  dramatically  improves the usability and
functionality  of mobile devices  helping  overcome user  interface  barriers to
mobile  transactions and commerce.

     On May 30, 2003, the Company  entered into a Merger  Agreement to merge the
Company  with  Scanbuy,   Inc.  a  Delaware   corporation   with  its  corporate
headquarters  located in New York,  New York.  Under said Merger  Agreement  the
Company is scheduled to issue to the  shareholders of Scanbuy  25,594,965  newly
issued  unregistered  Common  Shares  which equal to the issued and  outstanding
shares of the Company as of May 19, 2003.

     The above Merger Agreement is subject to approval of the transaction by the
directors  and  shareholders  of each of the Company and  Scanbuy  including  an
increase  in the  authorized  number of shares of the Company to enable it to do
the merge, and execution of appropriate  employment and non-compete  agreements.
The parties anticipate closing the transaction on or before June 16, 2003.

RESULT OF OPERATIONS FOR FISCAL YEARS ENDED 2002 AND 2001

     We are a Development Stage Company, and had minimal revenues of $31,093 for
the fiscal years ended  December 31, 2002 and  commenced  operations  January 1,
2001. We anticipate that within the next few quarters,  we will begin to receive
material  revenues  from  new  sources,  namely  the  licensing  of our bar code
processing  software to mobile handset  manufacturers and makers of PDAs as well
as device manufacturers including bar code reader manufacturers.  We expect with
anticipated merger with Scanbuy,  but can not guarantee,  that for calendar year
2003, most of our revenue will be derived from the bar code processing  software
technology.

                                       20
<PAGE>

     Our General and Administrative  Expenses for the fiscal year ended December
31, 2002 was  $4,640,164.  We  anticipate  that our  General and  Administrative
Expenses in future periods could increase as a result of an anticipated increase
in  employees  and the  recent  signing of the Merger  Agreement  with  Scanbuy.
However,  the Company  believes that its revenues for calendar year 2003 will be
greater  than it has been for calendar  year 2002 and that its overall  expenses
including  the  General  and  Administrative  Expenses  will be less due to cost
cutting  measures.  However,  there can be no assurance that the Company will be
able to generate revenues in excess of overall expenses and costs of sales.

     Our net loss for the fiscal year ended December 31, 2002 was $4,705,692.  A
component of the loss other than the General and Administrative Expenses was the
result of a $93,279  unrealized  loss on marketable  securities and a $3,342 net
interest expense.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2002, our cash balance was $24,966.  Our working capital
requirements depend upon numerous factors, including, without limitation, levels
of  resources  that  we  devote  to the  further  development  of our  bar  code
processing  software,  technological  advances,  status of  competitors  and our
ability to establish collaborative arrangements with other organizations. We are
seeking to raise up to $5 million of additional  capital from private  investors
and  institutional  money  managers in the next few months,  but there can be no
assurance  that we will be successful  in doing so. If we are not  successful in
raising any of this  additional  capital,  our current  cash  resources  are not
sufficient  to fund our current  operations  into the third  quarter of 2003. We
intend to accelerate our development and  infrastructure  spending in the coming
calendar quarters if we have sufficient  capital  resources  available to do so,
however,  our ability to do so is highly uncertain at this time. Our independent
auditors have noted in their report on our 2002 financial  statements that there
are existing  uncertain  conditions that we face relative to our capital raising
activities,  and these conditions raise  substantial  doubt as to our ability to
continue as a going concern.

RECENT ACCOUNTING PRONOUNCEMENTS:

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business  Combinations".  SFAS No. 141 requires the purchase method of
accounting  for  business  combinations   initiated  after  June  30,  2001  and
eliminates the pooling-of-interests method.

     In July 2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangible
Assets",  which will  become  effective  for the  Company in 2002.  SFAS No. 142
requires,  among other things, the discontinuance of goodwill  amortization.  In
addition,  the standard includes provisions for the  reclassification of certain
existing recognized intangibles as goodwill, reassessment of the useful lives of
existing recognized intangibles,  reclassification of certain intangibles out of
previously  reported  goodwill and the  identification  of  reporting  units for
purposes of assessing potential future impairment of goodwill.

                                       21
<PAGE>

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets".  SFAS  No.  144  changes  the
accounting  for  long-lived  assets  to be  held  and  used by  eliminating  the
requirement  to  allocate  goodwill  to  long-lived  assets  to  be  tested  for
impairment, by providing a probability weighted cash flow estimation approach to
deal with  situations  in which  alternative  courses of action to  recover  the
carrying   amount  of  possible   future  cash  flows  and  by   establishing  a
primary-asset  approach to determine the cash flow estimation period for a group
of assets and liabilities  that represents the unit of accounting for long-lived
assets to be held and used.  SFAS No. 144 changes the  accounting for long-lived
assets to be disposed of other than by sale by  requiring  that the  depreciable
life of a  long-lived  asset to be  abandoned  be revised to reflect a shortened
useful life and by requiring the impairment  loss to be recognized at the date a
long-lived  asset is exchanged for a similar  productive asset or distributed to
owners in a spin-off if the carrying amount of the asset exceeds its fair value.
SFAS No. 144 changes the accounting  for long-lived  assets to be disposed of by
sale by requiring that discontinued  operations no longer be recognized on a net
realizable  value basis (but at the lower of carrying  amount or fair value less
costs to sell),  by eliminating the  recognition of future  operating  losses of
discontinued  components before they occur and by broadening the presentation of
discontinued  operations  in the income  statement  to include a component of an
entity rather than a segment of a business.  A component of an entity  comprises
operations and cash flows that can be clearly distinguished,  operationally, and
for financial reporting purposes, from the rest of the entity.

     The  Company  has  adopted  SFAS No. 144  effective  January  2, 2002.  The
adoption  of the  new  statement  will  not  have a  significant  impact  on the
Company's financial statements.


ITEM 7. FINANCIAL STATEMENTS

     The  audited  balance  sheets of the  Company as of  December  31, 2002 and
related  statements of operations,  stockholders'  equity and cash flows for the
years ended December 31, 2002 are included,  following Item 13, in  sequentially
numbered  pages  numbered F-1 through  F-24.  The page numbers for the financial
statement categories are as follows:


                                       22
<PAGE>

                                      Index
                                                                     Page

Independent auditors' report                                          F-1

Consolidated balance sheet                                            F-3

Consolidated statements of operations                                 F-4

Consolidated statement of stockholders' equity                        F-5

Consolidated statement of cash flows                                  F-6

Notes to consolidated financial statements                            F-8


ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE

     None.


                                    PART III.

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

     The following table and text sets forth the names and ages of all directors
and  executive  officers of the Company and the key  management  personnel as of
December  31,  2002.  The Board of Directors of the Company is comprised of only
one class.  All of the  directors  will serve until the next  annual  meeting of
stockholders  and until their  successors  are elected and  qualified,  or until
their earlier  death,  retirement,  resignation or removal.  Executive  officers
serve at the  discretion  of the Board of Directors  and are  appointed to serve
until the first  Board of  Directors  meeting  following  the annual  meeting of
stockholders. Also provided is a brief description of the business experience of
each director and executive officer and the key management  personnel during the
past five years and an  indication  of  directorships  held by each  director in
other  companies  subject  to  the  reporting  requirements  under  the  Federal
securities laws.


      NAME                     AGE        POSITION
      ----                     ---        --------

Dr. Ira W. Weiss                55        Chairman of the Board and Director

Stanley  A. Young               76        Directors

Adam D. Young                   40        Director (Resigned April 2003)

Michael  Dewar                  27        Chief Operating Officer, Treasurer and
                                          Director

John B. Kelly                   68        Director

Jerry Gruenbaum                 47        Secretary and In-House Legal
                                          Counsel


                                       23
<PAGE>

         THE OFFICERS AND DIRECTORS OF THE COMPANY ARE SET FORTH BELOW.

     DR. IRA W. WEISS was appointed a director of the Company in January 2002 as
part of the reverse merger with International  Wireless, Inc. He has assumed the
position as Chairman of the Board since April 8, 2002.  Since 1994,  he has been
the Dean of the College of Business Administration of Northeastern University in
Boston, Massachusetts. From January 1992 to July 1994, Dr. Weiss was the Dean of
the Madrid  School of Business,  an education  institution  affiliated  with the
University  of Houston,  in Madrid Spain.  From 1989 to 1991,  Dr. Weiss was the
Vice  President  and  Associate  Chancellor  of  Information  Technology  at the
University of Houston.  Dr. Weiss holds a PhD with Distinction from the Graduate
School of  Management  of the  University  of  California  and has  lectured and
published widely in the areas of management and information systems.

     STANLEY A. YOUNG was appointed The Chief Executive Officer and the Chairman
of the Board of  Directors of the Company in January 2002 as part of the reverse
merger with International  Wireless,  Inc. In April 2002 Mr. Young resigned from
the Board and has re-joined  the Board in March 2003.  Mr. Young is a co-founder
of International Wireless,  Inc. He is an accomplished  entrepreneur and venture
capitalist who over the past 40 years has founded,  financed,  and directed many
successful  companies  in a  variety  of  industries.  In 1996,  Mr.  Young  was
instrumental  in the  successful IPO of  Compressent  Corporation  and, in early
1997,  successfully brought out SEEC, Inc. through H.C. Wainwright.  In 1994, he
played a major role in the IPO of Andyne  Computing,  a developer  of  precision
support  software for  end-users.  In 1990, as a director of Jet Form,  Inc., he
helped the company  secure  financing and go public in 1993. In 1985,  Mr. Young
re-structured and provided $700,000 of new capital to a small, insolvent garment
manufacturer.  Nutmeg  Mills  Industries  went on to design  and  manufacture  a
popular  line of apparel  with  valuable  licensing  rights  from  colleges  and
professional  sports  franchises.  The company went public  within a year of Mr.
Young's involvement at a valuation of $16 million,  besting even Microsoft's IPO
performance that year. In 1991, Dow Jones  recognized  Nutmeg as the second best
NYSE stock.  In 1994,  Nutmeg was acquired for $350 million.  Also in 1985,  Mr.
Young invested the seed money and became a Director of Parametric Technology,  a
developer of CAD/CAM  software.  The company went public with Alex Brown in 1989
and today possesses a $1 billion market cap.

     MICHAEL DEWAR was appointed The Chief  Operating  Officer and a director of
the  Company in January  2002 as part of the reverse  merger with  International
Wireless, Inc. He is the co-founder of International Wireless, Inc. Prior to his
association  with the  Company,  Mr. Dewar funded  several  portfolio  companies
through  debt-equity and equity financing,  as well as created a wide variety of
offshore  strategic  partnerships  as a General  Partner  at  Atlantic  Ventures
Management.  He has  acted as a  founder,  financier  and  Director  of  several
companies,  particularly early stage technology  start-up  situations.  Prior to
Atlantic  Ventures  Management,  Mr. Dewar spent several years working in Europe
and Africa,  where he continues  to serve as a Director for Mercury  Inter-Trade
Ltd. Mr. Dewar earned his Bachelor of Arts from Rollins College, with a major in
Economics, and his MBA in Management and Finance from Northeastern University.

                                       24
<PAGE>

     ADAM D. YOUNG was  appointed to the Board of  Directors  in April 2002.  He
resigned  from the Board in April 2003.  For the past five years,  Mr. Young has
worked in the real estate investment and development field as President of Young
Development  Corp.  Previously,  Mr.  Young  worked  as  a  venture  capitalist,
investing    primarily   in   computer    hardware,    computer   software   and
telecommunications  firms.  Mr. Young continues to invest in high tech firms and
maintains an ownership  position in many promising  private  companies.  He is a
significant shareholder in SEEC, Inc. (NASDAQ: SEEC) which provides technologies
for using the internet to access legacy data from mainframe  systems.  Mr. Young
received an A.B. degree from Harvard College in 1986.

     JOHN B. KELLY was appointed to the Board of Directors in April 2002. Mr. is
currently a principal at Reid  Eddison  Inc.,  a Canadian  technology  mentoring
company. Throughout his career, Mr. Kelly has been a pioneer within the Canadian
high-technology  industry.  He was the President and CEO of JetForm  Corporation
from 1995 until 1999.  A global  leader in  providing  open,  client/server  and
web-based  E-Process  software  solutions,  Jetform's revenues increased tenfold
from $10 million to $100 million under his leadership. Mr. Kelly founded and was
CEO of Why Interactive Inc., Canada's first interactive  multimedia  development
company.  He  was  also  founder,  President  and  CEO  at  Computer  Innovation
Distributors  Inc.  and Nabu Network  Corporation,  a  cable-based  software and
information  distributor.  A founder of SHL Systemhouse  Ltd.,  Canada's largest
systems  integrator,  he  served  as  Senior  Vice-President  and COO  from  the
company's  inception in 1974 until 1980.  In 1997,  Mr. Kelly was  recognized as
both the City of Ottawa's High Technology  Citizen of the Year, and the Province
of Ontario's Master Entrepreneur of the Year. In 1998 he won the Ottawa Business
Journal's  poll for the city's most  respected CEO, and in 1999 he was presented
with the Ottawa Centre for Research and Innovation (OCRI) Civic  Entrepreneur of
the Year  Award.  Mr.  Kelly is  Co-Chairman  of the Board of  Directors  of the
Canadian  Advanced  Technology  Alliance  (CATA)  and past  Chair of  Innovators
Alliance,  an  advisory  council  to the  Government  of  Ontario  with  members
representing  Ontario's fastest growing companies.  He also serves on the Boards
of a number of private and public companies  including  AutoSkill  International
Inc.,  Burntsand Inc.,  Impatica Inc. and NexInnovations Inc. He holds an honors
law degree and an honorary  doctorate degree from the University of Ottawa,  and
an honors B.B.A. degree (Finance) from Iona College in New Rochelle, New York.

     JERRY GRUENBAUM,  ESQ., is the Corporate Secretary, and General Counsel. He
has been  admitted  to  practice  law since 1979 and is a licensed  attorney  in
various states  including the States of Massachusetts  and Connecticut  where he
maintains  his  practice,   specializing   in   Securities   Law,   Mergers  and
Acquisitions, Corporate Law, Tax Law, International Law and Franchise Law. He is
a former  President and a Chairman of the Board of Directors of a  multinational
publicly-traded  company with  operations in Hong Kong and the  Netherlands.  He
worked for the tax departments  for Peat Marwick  Mitchell & Co. (now KPMMG Peat
Marwick LLP) and Arthur  Anderson & Co. (now Arthur Anderson LLP). He has served
as Compliance Director for CIGNA Securities,  a division of CIGNA Insurance.  He
has lectured and taught at various Universities  throughout the United States in
the areas of Industrial and financial  Accounting,  taxation,  business law, and
investments.  Attorney  Gruenbaum  graduated  with a B.S.  degree from  Brooklyn
College - C.U.N.Y.  Brooklyn,  New York;  has a M.S.  degree in Accounting  from
Northeastern  University  Graduate  School of Professional  Accounting,  Boston,
Massachusetts; has a J.D. degree from Western New England College School of Law,
Springfield, Massachusetts; and an LL.M. in Tax Law from the University of Miami
School of Law, Coral Gables, Florida.

                                       25
<PAGE>

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with the Securities and Exchange  Commission  concerning  their holdings of, and
transactions  in,  securities  of the Company.  Copies of these  filings must be
furnished to the Company. The Company is in full compliance with Section 16(a).


ITEM 10. EXECUTIVE COMPENSATION

     The  following  table sets forth the  compensation  paid  during the fiscal
years ended December 31, 2002,  2001, and 2000 to the Company's  Chief Executive
Officer.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

      NAME AND PRINCIPAL POSITION                          YEAR      SALARY
      -----------------------------------------            ----     --------
     <S>                                                   <C>      <C>

     Graham F. Paxton (1)                                  2002       US$nil
     Stanley  A.  Young(2),  Chairman,  and Chief          2001     $107,258
     Executive  Officer
     Gregory  H.  Laborde(3),  Director,  and              2001       US$nil
     Chief  Executive  Officer                             2000       US$nil
     Omar  A. Rizvi(4), Chairman, and                      2001       US$nil
     Chief  Executive Officer                              2000       US$nil

</TABLE>

(1)  On August 19, 2002 Graham Paxton by Agreement with the Company  resigned as
     Chief Executive Officer, President and a member of the Board of Directors.

(2)  On April 5, 2002, Stanley A. Young retired as Chairman, and Chief Executive
     Officer and Graham F. Paxton became Chief Executive Officer,  President and
     a member of the Board of Directors.

(3)  On December 27, 2001, Gregory H. Laborde resigned as Chief Executive Office
     of the Company as part of the reverse merger with  International  Wireless,
     Inc.

                                       26
<PAGE>

(4)  On August 11, 2001, Omar A. Rizvi resigned as President and Chairman of the
     Board of the Company for personal reasons.

COMPENSATION AGREEMENTS

     The Company has entered into eight employment agreements with employees and
officers of the company whereby the Company has the potential liability to pay a
minimum total salary of $889,200 per annum plus bonus, annual increase and stock
options.  These  employment  agreements  terminate on December 31, 2004. Most of
these employees are no longer with the Company.  The Company is in legal dispute
as to the degree of its obligations it may have to these employees.

BOARD OF DIRECTORS

     During the year  ended  December  31,  2002,  all  corporate  actions  were
conducted  by unanimous  written  consent of the Board of  Directors.  Directors
receive  no  compensation  for  serving  on the  Board  of  Directors,  but  are
reimbursed for any out-of-pocket  expenses incurred in attending board meetings.
The Company had no audit, nominating or compensation  committees,  or committees
performing similar functions, during the year ended December 31, 2002.

STOCK OPTION PLAN

     Effective December 27, 2001, the Company granted qualified stock options to
purchase  1,607,500 shares  (representing  post-Merger  shares) of the Company's
common stock to employees  and  consultants  with exercise  prices  ranging from
$0.40 to $0.46 per share.  These  options  vest  between one and three years and
expire  from one to five  years  from  issuance  date.  The  options  issued  to
the employees and consultants have  no intrinsic value as of this date.

     During the year ended  December 31, 2002,  the Company  granted  additional
options (net of cancellations) to employees and consultants with exercise prices
ranging  from $0.15 to $1.44 per share.  The option  vest  between one and three
years and expire from one to five years from issuance  date.  The options issued
to  employees  have  an  no intrinsic  value  as of this date.

     During the year ended December 31, 2001,  prior to the Merger,  the Company
issued  non-qualified  options to purchase 50,000 shares of the Company's common
stock to employees and  consultants  with an exercise  price of $0.01 per share.
These  options  vest  over one year and have no  expiration  date.  Compensation
expense for the year ended December 31, 2001 relating to these options  amounted
to $116,887.  On December 27, 2001, the date of the Merger, these 50,000 options
were  recapitalized  into 226,066 options to purchase the public entity's common
stock.

     During the year ended  December 31, 2002,  the Company issued an additional
197,666  non-qualified  stock options to employees at an exercise price of $0.01
per  share.  These  options  vest  over one year  and have no  expiration  date.
Compensation  expense was not provided for these  options since the options were
issued to compensate for a reduction in salary.

                                       27
<PAGE>

     For the year ended December 31, 2002, the Company has amortized stock based
compensation  established in 2002 and 2001. The amount included in the financial
statement  for the year  ended  December  31,  2002 and 2001 is  $1,542,310  and
$116,887.

     Pro forma information regarding net loss and net loss per share is required
by SFAS 123, and has been  determined  as if the company had  accounted  for its
employee   stock   options  under  the  fair  value  method  of  SFAS  123.  The
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions are as follows:
<TABLE>
<CAPTION>
                                                             December 31,
                                                             ------------
                                                       2002            2001
                                                       ----            ----
Assumptions
-----------
<S>                                                <C>           <C>
Risk-free rate                                     1.99-4.16     2.26 - 5.43%
Dividend yield                                           N/A             N/A
Volatility factor of the expected market
   price of the Company's common stock                 45.37             298%
Average life                                              4           5 years
</TABLE>

For purposes of pro forma  disclosures,  the estimated fair value of the options
is  amortized to expense  over the vesting  period of the options.  Accordingly,
there is no  difference  between  actual and proforma  results  during the years
ended December 31, 2002 and 2001.

Stock option activity is summarized as follows:

<TABLE>
<CAPTION>
Qualified Stock Options
-----------------------
                                Number       Weighted        Number of      Weighted
                              of options     Average          Shares         Average
                             Outstanding   Exercise Price   Exercisable   Exercise Price
                             -----------   --------------   -----------   --------------
<S>                           <C>           <C>              <C>              <C>

Balance January 1, 2001                             -
Option granted (representing
  post-merger shares)                       1,607,500
                               ---------
Balance December 31, 2001        1,607,500      $0.46
Granted                        1,774,000      $0.72
Exercised                       (487,500)     $0.42
Cancelled                       (792,500)     $0.75
                               ---------      -----
Balance December 31, 2002      2,101,500      $0.52          804,655          $0.54
                               =========      =====          =======          =====
</TABLE>

                                       28
<PAGE>
<TABLE>
<CAPTION>
Non Qualified Stock Options
------------------------------
                                Number       Weighted     Number of      Weighted
                              of options     Average        Shares       Average
                             Outstanding   Exercise Price Exercisable  Exercise Price
                             -----------   -------------- -----------  --------------
<S>                            <C>            <C>          <C>             <C>
Balance January 1, 2001                -
Granted                          226,066      $0.01
                                 -------      -----
Balance December 31, 2001        226,066      $0.01
Granted                          937,666      $0.08
Exercised                        (22,607)     $0.01
Cancelled                       (740,000)     $0.10
                                --------      -----
Balance December 31, 2002        401,125      $0.01        401,125          $0.01
                                ========      =====        =======          =====
Total Qualified and
   Non Qualified
  Options Outstanding          2,502,625
                               =========
</TABLE>

WARRANTS

     In connection with the reverse merger on December 27, 2001 of International
Wireless, Inc. into Origin Investment, Inc., the Company assumed an aggregate of
1,614,482  warrants  which  were  issued by Origin  prior to the  merger.  These
warrants have exercise prices ranging from $0.10 to $13.50, are fully vested and
expire on February 10, 2006.

     Warrants  holders at the exercise price of $0.40 totaling  757,301 warrants
and at the  exercise  price of $0.75  totaling  142,000 were called in the first
quarter of 2002.  These  warrants were subject to a clause  whereby the warrants
are not  exercise-able  until the  Company  sends the  warrant  holders  written
confirmation  that the five  consecutive  trading day average  closing bid price
equals or exceed 150% of the value of the exercise  price of the  warrants.  The
warrant  holders  had 10  business  days to  exercise  the entire  amount of the
warrants  pursuant to the agreement,  in the event the warrant holders failed to
exercise,  the number of warrants outstanding as well as the exercise price were
subject to adjustment. During the first quarter of 2002, an aggregate of 807,500
of these warrants were exercised for $345,900 for exercise  prices between $0.40
and $0.75 per warrant in exchange  for 607,500  shares of the  Company's  common
stock. 91,801 warrants failed to exercise,  these warrants were reversed 9 for 1
to a total of 10,201 warrants.

<TABLE>
<CAPTION>
Transactions involving warrants are summarized as follows:
<S>                                                               <C>
Balance - January 1, 2001                                                 -
Warrants assumed in the Merger (representing post-Merger shares)  1,614,482
                                                                  ---------
Balance - December 31, 2001                                       1,614,482
Warrants exercised for cash                                        (890,832)
Warrants exercised for debt conversion                              (50,000)
              Warrants cancelled                                   (429,166)
              Adjustment for reverse merger                         (81,602)
                                                                  ---------
              Balance December 31, 2002                             162,882
                                                                  =========
</TABLE>

                                       29
<PAGE>
<TABLE>
<CAPTION>
The following table summarizes  information  concerning warrants  outstanding at
December 31, 2001.

                                Weighted
                   Number       Average                       Weighted
Exercise Price  Outstanding     Remaining       Number         Average
                              Contractual Life Exercisable  Exercise Price
--------------  --------------  -----------  -----------  ---------------
    <C>          <C>               <C>        <C>               <C>
    0.40          21,534           5 years      21,534          $ 0.40
    0.75           5,332           4 years       5,332          $ 0.75
    1.50         114,999           4 years     114,999          $ 1.50
    2.70           4,166           4 years           -          $ 2.70
    3.60           8,333           4 years           -          $ 3.60
   13.50           8,518           4 years           -          $13.50
</TABLE>

     These  warrants  are  subject  to a clause  whereby  the  warrants  are not
exercise-able  until the Company sends the warrant holders written  confirmation
that the five consecutive trading day average closing bid price equals or exceed
150% of the value of the exercise  price of the  warrants.  The warrant  holders
shall  have 10  business  days to  exercise  the entire  amount of the  warrants
pursuant to the  agreement;  should the warrant  holders fail to  exercise,  the
number of  warrants  outstanding  as well as the  exercise  price are subject to
adjustment.

INDEMNIFICATION

     Under the Company's  Article of Incorporation  and its Bylaws,  the Company
may  indemnify  an officer or  director  who is made a party to any  proceeding,
including a law suit, because of his position,  if he acted in good faith and in
a matter he  reasonably  believed  to be in the  Company's  best  interest.  The
Company may advance expenses  incurred in defending a proceeding.  To the extent
that the officer or director is  successful  on the merits in a proceeding as to
which he is to be  indemnified,  the  Company  must  indemnify  him  against all
expenses  incurred,  including  attorney's  fees.  With  respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the  proceeding,  and if the officer or director is judged  liable,
only by a court  order.  The  indemnification  is  intended to be to the fullest
extent permitted by the laws of the State of Maryland.

     Regarding  indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under Maryland law, the
Company  is  informed  that,  in the  opinion  of the  Securities  and  Exchange
Commission,  indemnification  is against public policy,  as expressed in the Act
and is, therefore, unenforceable.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain  information as of December 31, 2002
with respect to the  beneficial  ownership of the common stock of the Company by
each beneficial owner of more than 5% of the outstanding  shares of common stock
of the Company, each director, each executive officer and all executive officers
and  directors  of the Company as a group,  the number of shares of common stock
owned by each such  person  and group and the  percent of the  Company's  common
stock so owned.

                                       30
<PAGE>

     As used in this section,  the term  beneficial  ownership with respect to a
security is defined by Rule 13d-3 under the Exchange Act as  consisting  of sole
or shared voting power  (including  the power to vote or direct the vote) and/or
sole or shared investment power (including the power to dispose of or direct the
disposition of) with respect to the security through any contract,  arrangement,
understanding,  relationship  or otherwise,  subject to community  property laws
where applicable.  Each person has sole voting and investment power with respect
to the  shares  of  common  stock,  except as  otherwise  indicated.  Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise  indicated.  The address of those  persons for which an address is not
otherwise indicated is 55 Marble Ridge Road, North Andover, Massachusetts 01845.

<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER      NUMBER OF SHARES            PERCENTAGE OF CLASS(1)
------------------------      ------------------------    ------------------
<S>                                  <C>                        <C>

Dr. Ira W. Weiss                            --(2)                  --%
Michael Dewar                          713,033(3)                3.07%
Stanley A. Young                     8,818,763(4)               37.93%
John B. Kelly                              ---                     --%
Jerry Gruenbaum, Esq.                      ---(5)                  --%
All Directors and Executive Officers
as a group (4 persons)               9,531,796                  41.00%

5% Beneficial Owners
Young Technology Fund II             1,652,153(5)                7.11%
Young Technology Fund I              2,976,759(6)               12.80%
</TABLE>

(1)  Calculations  based  upon  23,249,442  shares of common  stock  issued  and
     outstanding on December 31, 2002.

(2)  Dr. Weiss holds 50,001  options at $0.46 per share,  exercisable  16,667 at
     the end of each fiscal year for fiscal years 2002 through 2004.

(3)  Represents  600,000  shares  owned by Donald R. Dewar and 113,033  owned by
     Brenda  Dewar,  the parents of Michael  Dewar.  In addition Mr. Dewar holds
     450,000 options at $0.46 per share,  exercisable  37,500 at the end of each
     fiscal quarter for fiscal years 2002 through 2004.

(4)  Mr. Young owns 3,725,114  shares in his own name,  plus 600,000  options at
     $0.46 per share,  exercisable  50,000 at the end of each fiscal quarter for
     fiscal years 2002 through 2004. In addition he is attributable to owning in
     addition   464,737  shares  owned  by  his  wife  Barbara  Young,   and  is
     attributable to owning  2,976,759  shares owned by Young  Technology Fund I
     and 1,652,153  shares owned by Young  Technology  Fund II for whom he holds
     investment rights and a large ownership percentage.

(5)  Atty.  Jerry Gruenbaum holds 50,000 options at $0.46 per share  exercisable
     on or before December 31, 2005.

(6)  Young  Technology  Fund II is managed by and is attributable to Mr. Stanley
     A. Young.

                                       31
<PAGE>

(7)  Young Technology Fund I is managed by and is attributable to Mr. Stanley A.
     Young.

CHANGES IN CONTROL

     On  December  27,  2001,  a change in control of the  Company  occurred  in
conjunction  with the closing under an Acquisition  Agreement dated December 27,
2001,  between  the  Company  and  International  Wireless,   Inc.,  a  Delaware
corporation with its corporate headquarters located in Woburn, Massachusetts.

     The closing under the Acquisition  Agreement consisted of a stock for stock
exchange in which the Company acquired all of the issued and outstanding  common
stock of International Wireless in exchange for the issuance of 9,721,080 shares
of its common stock, after a 9 for 1 reverse split of the Company's  outstanding
shares.  As a  result  of this  transaction,  International  Wireless  became  a
wholly-owned subsidiary of the Company.

     As a result  of this  Acquisition,  a change  in  control  of  Company  had
occurred.  Prior to the  Agreement,  the Company had 9,485,569  shares of common
stock issued and  outstanding.  Following the closing,  and an agreed to 9 for 1
reverse split, the Company had 1,220,890 shares of common stock outstanding. The
9,721,080  shares of common  stock have been  issued to thirty  seven  different
shareholders.  Stanley A. Young the new Chairman of the Board at that time owned
1,085,114  shares  directly and is  attributable  to owning a total of 6,188,764
through relations and funds under his control.

     In accordance with the Acquisition Agreement, the Board of Directors of the
Company  had  approved  to file a change  of name for the  Company  from  Origin
Investment  Group,  Inc.  to  International  Wireless,  Inc.,  and to change the
corporate office from Santa Monica,  California to 120 Presidential Way, Woburn,
Massachusetts 01801. The change of corporate office took place immediately.  The
change of name and the change in trading  symbol from OGNI to IWIN took place on
January 2, 2002.

     On May 30, 2003, the Company  entered into a Merger  Agreement to merge the
Company  with  Scanbuy,   Inc.  a  Delaware   corporation   with  its  corporate
headquarters  located in New York,  New York.  Under said Merger  Agreement  the
Company is scheduled to issue to the  shareholders of Scanbuy  25,594,965  newly
issued  unregistered  Common  Shares  which equal to the issued and  outstanding
shares of the Company as of May 19, 2003.

     The above Merger Agreement is subject to approval of the transaction by the
directors  and  shareholders  of each of the Company and  Scanbuy  including  an
increase  in the  authorized  number of shares of the Company to enable it to do
the merge, and execution of appropriate  employment and non-compete  agreements.
The parties  anticipate  closing the  transaction on or before June 16, 2003. if
the above merger takes place, that merger would result in a change of control of
the Company, and as such the Company's management team may change as well as the
location for its operations from Massachusetts to New York.

                                       32
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On April 15, 2001 the Company  entered  into a revolving  credit  agreement
with Atlantic Venture  Management,  LLC  ("Atlantic")  whereby the Company would
advance or incur  expenses on behalf of  Atlantic up to $20,000.  The note bears
interest at 6% and is due  December  31,  2003.  The balance due under this note
receivable at December 31, 2001 was $6,324.  Stanley A. Young,  the former Chief
Executive  Officer and current  director  and  Michael  Dewar the current  Chief
Operating  Officer and  director of the  Company  are also  general  partners of
Atlantic.

     On September 1, 2001 the Company entered into a revolving  credit agreement
with Mitigo,  whereby the Company would  advance or incur  expenses on behalf of
Mitigo up to  $600,000.  The note bears  interest at 6% and was due December 31,
2003.  The  balance  due under this note  receivable  at  December  31, 2001 was
$216,091.  On  January  11,  2002 the  Company  acquired  all of the  issued and
outstanding  shares  of  Mitigo  (See  Note  3 and 7 to  the  audited  financial
statements) and the loan has been eliminated as a result of the merger.

     On January  31,  2001 the  Company  entered  into a three  year  consulting
agreement with Mercury Intertrade,  LTD ("Mercury") whereby Mercury will provide
consulting  services  to  negotiate  and close  contracts  relating  to wireless
technology  primarily  in the  Republic of South  Africa.  Mercury is owned by a
relative  of Michael  Dewar the Chief  Operating  Officer  and  director  of the
Company.

     During the year ended  December 31, 2001 the Company  advanced an aggregate
of $70,500 to the Chief Operating  Officer and a relative of the Chief Operating
Officer.  These  loans are  non-interest  bearing  loans and there are no formal
agreements or repayment  terms for these loans.  During the year ended  December
31,  2002,  $50,000  was repaid to the  Company  and  $20,500 was charged off to
consulting expenses for services rendered.

     The Company has two line of credit  agreements  with Stanley A. Young,  the
former Chief Executive  Officer and Chairman of the Board and a Company which he
and Michael Dewar the current Chief Operating Officer are general partners.  The
total available under these agreements is $320,000 with interest rates of 6% and
due dates through December 31, 2003. The lenders may opt to convert all, or part
of these loans into common stock of the Company (at the market price at the time
of conversion),  on or before the due dates. The balance outstanding under these
note agreements at December 31, 2002 was $168,473.

                                       33
<PAGE>

                                    PART IV.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

Exhibit Number      Document Description
--------------      --------------------

     3.1            Certificate of  Incorporation of  Origin  Investment  Group,
                    Inc. as filed with the Maryland Secretary of State  on April
                    6,  1999,  incorporated  by  reference   to   the  Company's
                    Registration  Statement  on   Form  10-SB  filed   with  the
                    Securities and Exchange Commission on August 16, 1999.

     3.3            Bylaws of  Origin  Investment Group, Inc.,  incorporated  by
                    reference to the  Company's Registration Statement  on  Form
                    10-SB filed with the  Securities and Exchange  Commission on
                    August 16, 1999.

    10.1            Acquisition Agreement between Origin  Investment Group, Inc.
                    and  International Wireless, Inc.  to acquire  International
                    Wireless, Inc.  dated  December 27,  2001,  incorporated  by
                    reference to the Company's Current Report on Form 8-K  filed
                    with the Securities and Exchange Commission on January 17,
                    2002.

    10.2            Acquisition Agreement to acquire  Mitigo Inc. dated  January
                    15, 2002, incorporated by reference to the Company's Current
                    Report on Form 8-K  filed with  the Securities  and Exchange
                    Commission on January 31, 2002.

    10.3            Lease  Agreement  dated  January 8,  2001,  incorporated  by
                    reference to the Company's Annual Report  on Form 10-KSB for
                    calendar  year  ended  December  31,  2001  filed  with  the
                    Securities and Exchange Commission on April 16, 2002.

    10.4            Employment  Agreement  of  Michael  Dewar,  Chief  Operating
                    Officer and member of the Board of Directors incorporated by
                    reference to the Company's Annual Report on  Form 10-KSB for
                    calendar  year  ended  December  31,  2001 filed  with   the
                    Securities and Exchange Commission on April 16, 2002.

    10.5            Employment  Agreement  of  Jerry  Gruenbaum,  Secretary  and
                    General Counsel.

    10.6            Licensing Agreement between  Mitigo,  Inc.  and  Cobblestone
                    Software,  Inc.  dated  January  10,  2002  incorporated  by
                    reference  to  the  Company's  Annual Report  on Form 10-KSB
                    for calendar  year ended  December 31,  2001 filed  with the
                    Securities and Exchange Commission on April 16, 2002.

    21.1            Subsidiaries of the Company

    99.1            Certification of Chief Operating Officer

    99.2            Certification of Chief Financial Officer

                                       34
<PAGE>

     (b) Reports on Form 8-K:

                    The Company filed a Form 8-K on January 17, 2002 relating to
                    change of  control of  the Company  due  to  acquisition  of
                    International Wireless,  Inc.  a  Delaware  corporation  for
                    9,721,080 newly issued shares.

                    The Company filed a Form 8-K on January 31, 2002 relating to
                    acquisition  0f  Mitigo, Inc.  a Delaware  corporation   for
                    4,398,000  newly  issued shares,  2,998,006 at  closing  and
                    1,399,994 in escrow.

                    The Company filed a Form 8-K/A on March 12, 2002 relating to
                    Form 8-K filed on January 17, 2002, correcting the amount of
                    shares issued in the acquisition from 9,721,080 to
                    9,495,014.

                    The Company filed a Form 8-K/A on March 27, 2002 relating to
                    Form 8-K  filed  on  January 31,  2002, adding  the  audited
                    financial  statements  for  Mitigo,  Inc.  and   Pro   Forma
                    financials for the combined companies.

                    The Company filed a Form 8-K on  April 8, 2002  relating  to
                    the  Company's  entering into  an employment  Agreement with
                    Graham Paxton as it future  President and CEO  effective May
                    1, 2002.

                    The Company filed a Form 8-K on  April 12, 2002  relating to
                    the resignation of Stanley A. Young  as member of  the Board
                    of Directors  and  appointment  of  Ira  Weiss  as  the  new
                    Chairman of the Board.

                    The Company filed a Form 8-K on  April 25, 2002  relating to
                    election of Adam Young to the Board of Directors.

                    The Company  filed a  Form 8-K  on  May 8, 2002  relating to
                    Correction to Articles of Amendment filed with the  State of
                    Maryland to reflect change in  par value  for the  Company's
                    shares from $0.001 to $0.009.

                    The Company filed a  Form 8-K on  June 21, 2002  relating to
                    replacing  its  current  certifying  accountants  Marcum   &
                    Kliegman LLP of New York,  New York with  William A. Meyler,
                    CPA of Middletown, New Jersey.

                    The Company filed a Form 8-K on August 19, 2002  relating to
                    Termination  Agreement  with  Graham  F.  Paxton   its  then
                    President  and  CEO  effective  August  1,  2002  by  mutual
                    consent.

                                       35
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

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

Date: 06/09/03                        By:  /s/  MICHAEL DEWAR
                                         -----------------------------------
                                         Michael Dewar
                                         Chief Operating Officer

Date: 06/09/03                        By:  /s/ JERRY GRUENBAUM
                                         -----------------------------------
                                         Jerry Gruenbaum, Esq.
                                         Secretary and General Counsel

     In  accordance  with the Exchange  Act,  this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Date: 06/09/03                        By:  /s/ MICHAEL DEWAR
                                         -----------------------------------
                                         Michael Dewar
                                         Chief Operating Officer and
                                         Director

Date: 06/09/03                        By:  /s/ IRA W. WEISS, PH.D.
                                         -----------------------------------
                                         Ira W. Weiss, Ph.D.
                                         Chairman of the Board

Date: 06/09/03                        By:  /s/ JERRY GRUENBAUM
                                         -----------------------------------
                                         Jerry Gruenbaum, Esq.
                                         Secretary and General Counsel

Date: 06/09/03                        By:  /s/ STANLEY A. YOUNG
                                         -----------------------------------
                                         Stanley A. Young, Director

Date: 06/09/03                        By:  /s/ JOHN B. KELLY
                                         -----------------------------------
                                         John B. Kelly, Director

                                       36
<PAGE>



                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE YEAR ENDED DECEMBER 31, 2002 AND 2001


                                MEYLER & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748
                                  732-671-2244

                                     - F1 -
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of
International Wireless, Inc.

We have audited the  accompanying  consolidated  balance sheet of  International
Wireless,  Inc. and Subsidiary (a Development  Stage Company) as of December 31,
2002 and the related consolidated statements of operations,  stockholders equity
and cash flows for the year then ended. These consolidated  financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audit. The  consolidated  balance sheets as of December 31, 2001 and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the year ended  December 31, 2001 were audited by Marcum and  Kliegman,  LLP for
which they  expressed a qualified  opinion in their  report  dated  February 22,
2002.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of  International
Wireless,  Inc. and  Subsidiary as of December 31, 2002,  and the results of its
operations  and its  cash  flows  for the  year  ended  December  31,  2002,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the

                                     - F2 -
<PAGE>

Consolidated financial statements, the Company incurred a net loss of 4,705,692,
and there are existing  uncertain  conditions that the Company faces relative to
its capital raising  activities.  These conditions raise substantial doubt about
its ability to continue as a going concern.  Management's  plans regarding those
matters also are described in Note 1. The consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

                                                       /s/ Meyler & Company, LLC

March 1, 2003, except Not 17, to which the date is June 6, 2003
Middletown, NJ

                                     - F3 -
<PAGE>
<TABLE>
<CAPTION>
                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

                                    ASSETS                        December 31
                                                                  -----------
<S>                                                    <C>           <C>
CURRENT ASSETS                                              2002          2001
                                                            ----          ----
   Cash and cash equivalents                           $   24,966    $   54,310
   Marketable securities, at market value                       -        93,279
   Prepaid expenses                                        88,610       164,117
                                                       ----------    ----------
          Total Current Assets                            113,576       311,706
PROPERTY AND EQUIPMENT, NET                               812,590        74,300
OTHER
   Loans receivable, related parties                            -       292,915
   Security deposit                                        24,428        41,856
                                                       ----------    ----------
          Total Other assets                               24,428       334,771
                                                       ----------    ----------
                                                       $  950,594    $  720,777
                                                       ==========    ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                    $  551,837    $  148,897
   Accrued expenses                                        36,146        20,816
   Accrued salaries                                       299,740        90,880
   Accrued payroll taxes                                  121,103             -
   Notes payable, related parties                         168,473       146,830
   Current portion of capital lease obligations            16,081         7,986
   Loans payable                                           19,792        42,000
                                                       ----------    ----------
          Total Current Liabilities                     1,213,172       457,409
OTHER LIABILITIES
   Capital lease obligations, less current portion         14,018        20,520
          Total Liabilities
STOCKHLDERS' EQUITY
   Preferred stock, $0.01  par value, 5,000,000 shares
     authorized; none issued and outstanding                    -             -
   Common stock, $0.009 par value, 50,000,000 shares
     authorized; 23,249,442 and 10,715,904 at December
     31, 2002 and 2001 respectively                       209,245        96,443
   Additional paid-in capital                           8,612,489     4,682,116
   Subscription receivable                                      -      (143,073)
   Deficit accumulated during development stage        (9,098,330)   (4,392,638)
                                                       ----------    ----------
          Total Stockholders' Equity                     (276,596)      242,848
                                                       ----------    ----------
                                                       $  950,594    $  720,777
                                                       ==========    ==========

   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                     - F4 -
<PAGE>
<TABLE>
<CAPTION>
                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF OPERATIONS


                                                                      Cumulative
                                                                 January 1, 2001
                                              For the Year Ended  (Inception) to
                                                  December 31,      December 31,
                                           ----------------------
                                                2002        2001          2002
                                                ----        ----          ----
<S>                                       <C>           <C>          <C>
REVENUES                                  $    31,093            -   $   31,093

OPERATING EXPENSES                          4,640,164   $1,276,646    5,916,810

          Operating loss                    4,609,071    1,276,646    5,885,717
                                          -----------  -----------  -----------
OTHER EXPENSE
   Interest expense, net                       (3,342)      (8,854)     (12,196)
   Unrealized loss on marketable securities   (93,279)  (1,571,778)  (1,665,057)
   Loss on sale of marketable securities            -   (1,535,360)  (1,535,360)
                                          -----------  -----------  -----------
          Total Other Expenses                (96,621)  (3,115,992)  (3,212,613)
                                          -----------  -----------  -----------
NET LOSS                                  $(4,705,692) $(4,392,638) $(9,098,330)
                                          ===========  ===========  ===========
NET LOSS PER COMMON SHARE
   Basic and Diluted                      $     (0.29) $     (0.61) $     (1.00)
                                          ===========  ===========  ===========
WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                              16,167,833    7,150,193    9,061,914
                                           ==========    =========    =========

   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                     - F5 -
<PAGE>
<TABLE>
<CAPTION>
                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
         For the Period January1, 2001 (Inception) to December 31, 2002

                                           Common         Stock         Paid-in       Subscription    Accumulated
                                           Shares         Amount        Capital        Receivables      Deficit         Total
                                           ------         ------        -------       ------------    -----------       -----
<S>                                       <C>           <C>            <C>               <C>          <C>             <C>
Issuance of shares in exchange
  for marketable securities               1,483,384     $  1,483       3,395,466                -              -      $3,396,949
Issuance of common stock to
  consultants                               155,496          156         355,931                -              -         356,087
Issuance of common stock
  options for services rendered                   -            -         116,887                -              -         116,887
Issuance of common stock in
  connection with private place-
  ments, net of offering costs of
  $24,727                                   461,178          461       1,030,907         (143,073)             -         888,295
Reverse Merger(Note 1)
  Exchange of International
  Wireless, common stock                 (2,100,058)      (2,100)          2,100                -              -               -
Issuance of common stock
  to owners of International
  Wireless, Inc.                          9,495,014       85,455         (85,455)               -              -               -
Outstanding common stock
  of Origin Investment Group              1,220,890       10,988        (133,720)               -              -        (122,732)
Net loss                                          -            -               -                -     (4,392,638)     (4,392,638)
                                         ----------       ------        --------         --------     ----------      ----------
Balance December 31, 2001                10,715,904       96,443       4,682,116         (143,073)    (4,392,638)        242,848
Subscription receipts                             -            -               -          143,073              -         143,073
Conversion of notes payable
  to common stock at $0.34
  to $0.46 per share under
  a private placement offering               99,900          899          41,101                -              -          42,000
Conversion of related party
  debt to common stock
  at $0.10 per share                      1,550,414       13,954         146,195                -              -         160,149
Issuance of common stock
  in connection with private
  placement                               5,863,928       52,775         638,997                -              -         691,772
Issuance of common stock
  for exercise of warrants at
  $0.43 per share                           890,832        8,018         377,965                -              -         385,983
Issuance of common stock
  for exercise of stock options
  at $0.40 per share                        510,107        4,591         199,459                -              -         204,050
Issuance of common stock
  to consultants at $0.15 to
  $1.50 per share                           620,351        5,583         358,962                -              -         364,545
Issuance of common stock
  options for services rendered                   -            -       1,542,310                -              -       1,542,310
Issuance of common stock
  to acquire Mitigo software
  at $0.2176 per share                    2,998,006       26,982         625,384                -              -         652,366
Net loss for year ended
  December 31, 2002                               -            -               -                -     (4,705,692)     (4,705,692)
                                         ----------     --------      ----------         --------    -----------      ----------
                                         23,249,442     $209,245      $8,612,489                -    $(9,098,330)     $ (276,596)
                                         ==========     ========      ==========         ========    ===========      ==========

  The accompanying notes are an integral part of these financial statements.
</TABLE>

                                     - F6 -
<PAGE>
<TABLE>
<CAPTION>
                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                                    January 1, 2001
                                                                            For the Year             Inception to
                                                                             December 31,             December 31,
                                                                   -----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                                    2002              2001            2002
                                                                        ----              ----            ----
<S>                                                                <C>               <C>             <C>

   Net Loss                                                        $(4,705,692)      $(4,392,638)    $(9,098,330)
     Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation                                                     25,746            12,865          38,611
       Amortization of intangible asset                                178,975                 -         178,975
       Prepaid consulting amortization                                  83,067                 -          83,067
       Conversion of loan receivable to consulting expenses             20,500                 -          20,500
       Loan receivable write off                                         6,324                 -           6,324
       Unrealized loss on marketable securities                         93,279         1,571,778       1,665,057
       Loss on sale of marketable securities                                 -         1,535,360       1,535,360
       Stock based compensation                                      1,906,855           472,974       2,379,829
     Changes in operating assets and liabilities:
       Increase in prepaid expenses                                     (7,560)         (164,117)       (171,677)
       Decrease (increase) in security deposits                         17,428           (41,856)        (24,428)
       Increase in accounts payable                                    372,535           148,897         521,432
       Increase in accrued expenses                                     15,330            20,816          36,146
       Increase in accrued salaries                                    208,860             1,538         210,398
       Increase in accrued payroll taxes                               121,103                 -         121,103
                                                                     ---------         ---------       ---------
                   Total adjustments                                 3,042,442         3,558,255       6,600,697
                                                                     ---------         ---------       ---------

       NET CASH USED IN OPERATING ACTIVITIES                        (1,663,250)         (834,383)     (2,497,633)

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                                 (37,949)          (41,076)        (79,025)
   Repayment of loans receivable, related parties                       50,000                 -          50,000
   Proceeds from sale of marketable securities                               -           202,892         202,892
   Advances under loans receivable to related parties                        -          (302,915)       (302,915)
                                                                     ---------         ---------      ----------
       NET CASH PROVIDED (USED IN ) INVESTING
         ACTIVITIES                                                     12,051          (141,099)       (129,048)
                                                                     ---------         ---------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net proceeds from notes payable, related parties                    201,584           146,830         348,414
   Payments, increased obligations on capital lease obligations         (4,607)           (5,333)         (9,940)
   Net proceeds from issuance of common stock                        1,424,878           888,295       2,313,173
                                                                     ---------         ---------       ---------

     NET CASH PROVIDED BY FINANCING ACTIVITIES                       1,621,855         1,029,792       2,651,647
                                                                     ---------         ---------       ---------

     NET (DECREASE) INCREASE IN CASH AND CASH
       EQUIVALENTS                                                     (29,344)           54,310          24,966

CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR                             54,310                 -               -
                                                                     ---------         ---------       ---------

CASH AND CASH EQUIVALENTS-END OF YEAR                                $  24,966         $  54,310       $  24,966
                                                                     =========         =========       =========

   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                     - F7 -
<PAGE>
<TABLE>
<CAPTION>
                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

                                                                                             January 1, 2001
                                                                      For the Year Ended       Inception to
                                                                         December 31,           December 31,
                                                                      2002          2001            2002
                                                                      ----          ----            ----
<S>                                                                <C>          <C>             <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION Cash paid during the year for:
     Interest                                                      $   3,342    $   11,728      $   15,070
                                                                   =========    ==========      ==========

   Non-cash investing and financing activities:
     Equipment acquired through capital leases                     $   6,200    $   33,839      $   40,039
                                                                   =========    ==========      ==========

     Issuance of shares in exchange for marketable securities              -    $3,396,949      $3,396,949
                                                                   =========    ==========      ==========

     Subscription receivable in connection with issuance
       of common stock                                             $(143,073)   $  143,073      $        -
                                                                   =========    ==========      ==========

   Assets and liabilities acquired in connection with
     Merger (Note 1 ):
   Marketable securities                                                        $    6,360      $    6,360
   Property and equipment                                                           12,250          12,250
   Loans payable, related party                                                    (10,000)        (10,000)
   Accounts payable and accrued expenses                                           (89,342)        (89,342)
   Loans payable                                                                   (42,000)        (42,000)
                                                                                ----------      ----------

          Net recapitalization in connection with merger                        $ (122,732)     $ (122,732)
                                                                                ==========      ==========

   Acquisition of Mitigo, Inc. and allocation of purchase price:
     Property and equipment                                        $   3,989             -      $    3,989
     Software                                                        894,873             -         894,873
     Liabilities assumed                                            (246,496)            -        (246,496)
                                                                   ---------                    ----------

                                                                   $ 652,366             -      $  652,366
                                                                   =========                    ==========

   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      -F8 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 and 2001


NOTE 1    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.

          Reverse Merger

          On  December  27,  2001,  Origin  Investment  Group,  Inc.  ("Origin")
          acquired all of the Company's outstanding common stock by the issuance
          of  9,495,014  shares  of  $0.009  par  value  common  stock  the (the
          "Merger").  Simultaneously,  Origin changed its name to  International
          Wireless,  Inc. and effected a one-for-nine reverse stock split, which
          reduced Origin's outstanding shares of common stock from 10,985,565 to
          1,220,890.  In connection with the Merger, the Company became a wholly
          owned  subsidiary of Origin and the  Company's  officers and directors
          replaced Origin's officers and directors.  Prior to the Merger, Origin
          was a non-operating  "shell"  corporation.  Pursuant to Securities and
          Exchange  Commission  rules, the Merger of a private operating company
          (International   Wireless,   Inc.)   into  a   non-operating   company
          (International  Wireless,  Inc.)  into a  non-operating  public  shell
          corporation  with nominal net assets  (Origin) is considered a capital
          transaction. Accordingly, for accounting purposes, the Merger has been
          treated  as  an   acquisition   of  Origin  by  the   Company   and  a
          recapitalization of the Company.  The historical  financial statements
          prior to December 27, 2001 are those of the company.  Since the Merger
          is a recapitalization  of the Company and not a business  combination,
          proforma information is not presented.  In September and October 2001,
          a relative  of the Chief  Operating  Officer of the  Company  acquired
          approximately 49% of Origin.

                                     - F9 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 and 2001


NOTE 1    DESCRIPTION OF BUSINESS,  GOING CONCERN  UNCERTAINTY AND  MANAGEMENT'S
          PLANS (CONTINUED)

          Going Concern Uncertainty and Management's Plans

          As  shown  in  the  accompanying  financial  statements,  the  Company
          incurred  a net loss of  $4,705,692  and  $4,392,638  during the years
          ended  December 31, 2002 and 2001  resulting in a deficit  accumulated
          during the development stage of $9,098,330. Management's plans include
          the  raising of capital  and seeking  out  companies  to  acquire.  On
          January 11, 2002 the Company acquired Mitigo, Inc. ("Mitgo").  Failure
          to raise capital or generate  revenue  through the Mitigo  acquisition
          may result in the Company depleting its available funds, being able to
          fund  its  investment  pursuits  and  cause  it to  curtail  or  cease
          operations.  Additionally,  even if the company does raise  sufficient
          capital or generate revenue through Mitigo, there can be no assurances
          that the net proceeds or 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 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Cash and Cash Equivalents

          For purposes of the statement of cash flows, the Company considers all
          short-term  investments  with an original  maturity of three months or
          less to be cash equivalents.

          Consolidated Financial Statements

          The  consolidated  financial  statements  include  the Company and its
          wholly owned subsidiary. All significant intercompany transactions and
          balances have been eliminated in consolidation.

                                     - F10 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 and 2001


NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Income Taxes

          The Company  accounts  for income  taxes using the  liability  method,
          which   requires  the   determination   of  deferred  tax  assets  and
          liabilities  based on the  differences  between the  financial and tax
          bases of assets and liabilities  using enacted tax rates in effect for
          the year in which  differences  are expected to reverse.  Deferred tax
          assets are adjusted by a valuation allowance, if , based on the weight
          of available evidence, it is more likely than not that some portion or
          all of the deferred tax assets will not be realized.

          At December 31, 2002, the Company has net operating loss carryforwards
          of  approximately  $5,053,000  which expire through 2022. Based on the
          fact that the Company has generated  operating losses since inception,
          a deferred tax asset of approximately  $1,100,000 has been offset by a
          valuation  allowance of $1,100,000.  At December 31, 2001, Origin also
          had net operating loss carryforwards. However, pursuant to Section 382
          of the Internal Revenue Code these carryforwards are eliminated.

          Property and Equipment and Depreciation

          Property and equipment is stated at cost and is depreciated  using the
          straight line method over the estimated useful lives of the respective
          assets.  Routine  maintenance,   repairs  and  replacement  costs  are
          expensed as incurred and  improvements  that extend the useful life of
          the assets are  capitalized.  When  property and  equipment is sold or
          otherwise disposed of, the cost and related  accumulated  depreciation
          are  eliminated  from the accounts and any  resulting  gain or loss is
          recognized in operations.

          Net Loss Per Common Share

          The Company computes per share amounts in accordance with Statement of
          Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share".
          SFAS per share ("EPS") and requires  presentation of basic and diluted
          EPS. Basic EPS is computed by dividing the income (loss)  available to
          Common  Stockholders by the  weighted-average  number of common shares
          outstanding   for  the   period.   Diluted   EPS  is   based   on  the
          weighted-average number of shares of Common Stock and Common

                                     - F11 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 and 2001


          Net Loss Per Common Share (Continued)

          Stock equivalents  outstanding  during the periods.  The effect of the
          Merger  has been  given  retroactive  application  in the net loss per
          share  calculation.  Common stock  equivalents have been excluded from
          the weighted average shares outstanding  calculation,  as inclusion is
          anti-dilutive.

          Use of Estimates in the Financial Statements

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  effect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent  asset and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

          Stock-Based Compensation

          SFAS No. 123,  "Accounting  for Stock-Based  Compensation"  prescribes
          accounting and reporting  standards for all  stock-based  compensation
          plans,  including employee stock options,  restricted stock,  employee
          stock  purchase  plans and stock  appreciation  rights.  SFAS No.  123
          requires  employee  compensation  expense to be recorded (1) using the
          fair  value  method  or  (2)  using  the  intrinsic  value  method  as
          prescribed by accounting  Principles Board Opinion No. 25, "Accounting
          for Stock Issued to Employees"  ("APB25") and related  interpretations
          with pro forma  disclosure  of what net income and  earnings per share
          would have been had the  Company  adopted the fair value  method.  The
          Company  accounts for employee stock based  compensation in accordance
          with the provisions of APB 25. For non-employee  options and warrants,
          the company uses the fair value method as prescribed in SFAS 123.

          Fair Value of Financial Instruments

          SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments"
          requires that the Company disclose  estimated fair values of financial
          instruments. The carrying

                                     - F12 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 and 2001


          Fair Value of Financial Instruments (Continued)

          amounts  reported in the  statement of financial  position for current
          assets and current liabilities qualifying as financial instruments are
          a reasonable estimate of fair value.

          New Accounting Pronouncements

          In July 2001, the Financial Accounting Standards Board ("FSAB") issued
          SFAS NO.  141,  "Business  Combinations".  SFAS No. 141  requires  the
          purchase  method of  accounting  for business  combinations  initiated
          after June 30, 2001 and eliminates the pooling-of-interests method.

          In July  2001,  the FASB  issued  SFAS NO.  142,  "Goodwill  and Other
          Intangible  Assets",  which will become  effective  for the Company in
          2002. SFAS No. 142 requires, among other things, the discontinuance of
          goodwill  amortization.  In addition, the standard includes provisions
          for the reclassification of certain existing recognized intangibles as
          goodwill,  reassessment  of the useful  lives of  existing  recognized
          intangibles, reclassification of certain intangibles out of previously
          reported  goodwill  and the  identification  of  reporting  units  for
          purposes of assessing potential future impairment of goodwill.

          In August  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
          Impairment or Disposal of Long-Lived Assets". SFAS No. 144 changes the
          accounting  for  long-lived  assets to be held and used by eliminating
          the requirement to allocate goodwill to long-lived assets to be tested
          for  impairment,   by  providing  a  probability  weighted  cash  flow
          estimation  approach  to deal  with  situations  in which  alternative
          courses of action to recover the  carrying  amount of possible  future
          cash flows and by establishing a  primary-asset  approach to determine
          the cash flow estimation  period for a group of assets and liabilities
          that  represents the unit of accounting  for  long-lived  assets to be
          held and used.  SFAS No. 144 changes  the  accounting  for  long-lived
          assets to be  disposed  of other  than by sale by  requiring  that the
          depreciable  life of a long-lived  asset to be abandoned be revised to
          reflect a shortened  useful life and by requiring the impairment  loss
          to be  recognized  at the date a long-lived  asset is exchanged  for a
          similar productive asset or distributed to owners in a spin-off if the
          carrying  amount  of the asset  exceeds  its fair  value.  SFAS No 144
          changes the accounting for long-lived assets to be disposed of by sale
          by requiring that discontinued operations no longer be recognized in a
          net realizable value basis (but at

                                     - F13 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 and 2001

          New Accounting Pronouncements (Continued)

          the lower of  carrying  amount or fair value  less costs to sell),  by
          eliminating the recognition of future operating losses of discontinued
          components  before they occur and by broadening  the  presentation  of
          discontinued operations in the income statement to include a component
          of an entity  rather than a segment of a business.  A component  of an
          entity  comprises  operations  and  cash  flows  that  can be  clearly
          distinguished,  operationally,  and for financial  reporting purposes,
          from the rest of the entity.

          The Company has adopted SFAS No. 144  effective  January 2, 2002.  The
          adoption of the new statement  will not have a  significant  impact on
          the Company's financial statements.

NOTE 3    ACQUISITION OF MITIGO, INC.

          On January  11,  2002,  the  company  acquired  100% of the issued and
          outstanding stock of Mitigo, Inc. ("Mitigo") for an aggregate purchase
          price of 4,398,000  shares of the company's  common stock to be issued
          to the stockholders of Mitigo  ("Sellers").  An aggregate of 2,998,006
          shares were issued to the sellers at closing and 1,399,994  shares are
          held in escrow.  These  escrow  shares will be released to the Sellers
          pursuant  to a formula  based upon net  income  for 2002 and 2003,  as
          defined in the  agreement.  Any  escrow  shares  not  released  to the
          Sellers, will be returned to the Company.
<TABLE>
<CAPTION>
          The allocation of the purchase price was as follows:
          <S>                                                        <C>
          Value of 2,998,006 shares of common stock at
                $1.76(1)per share                                    $5,267,491
              Less: Write down of fair value due to impairment
                of Company's publicly traded stock price at
                December 31, 2002(2)                                  4,624,125
                                                                     ----------
              Adjusted purchase price                                $  652,366
                                                                     ==========
              Fair value of net assets allocated as follows:
              Property and equipment                                 $    3,989
              Software (3)                                              894,873
              Liabilities assumed                                      (246,496)
                                                                     ----------
                                                                      $  652,366
                                                                     ==========
</TABLE>

                                     - F14 -
---------------------
(1) Based upon average of five day close price from acquisition date  (2) Based
upon average of five day close price at December 31, 2002 (3) Software is being
amortized over 5 years.
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 and 2001

NOTE 4    RELATED PARTY, CONSULTING FEES

          On January 31, 2001 the Company  entered into a three year  consulting
          agreement with Mercury  Intertrade,  LTD  ("Mercury")  whereby Mercury
          will  provide  consulting  services to negotiate  and close  contracts
          relating to wireless  technology  primarily  in the  Republic of South
          Africa.  Mercury is owned by a relative of the Chief Operating Officer
          of  the  Company.  Consulting  fees  paid  in  cash  and  issuance  of
          marketable  securities to Mercury  during the year ended  December 31,
          2001 and amounted to $113,247.

NOTE 5    MARKETABLE SECURITIES

          Companies are required to classify each of their  investments into one
          of three categories,  with different accounting for each category.  At
          December  31,  2001,   management  has  classified  all  their  equity
          securities  consisting  of shares of  common  stock of one  marketable
          equity security, as available-for-sale  securities, which are reported
          at fair market value. Unrealized losses in the amount of $1,571,778 on
          these securities have been recorded in the  consolidated  statement of
          operations   as  an   other-than-temporary   decline   of   marketable
          securities.  Gains or losses on the sale of securities  are recognized
          on a  specific  identification  basis.  The  Company's  investment  in
          marketable securities is summarized as follows:
<TABLE>
<CAPTION>
                                                                    December 31,
                                                      -------------------------
                                                           2002          2001
              <S>                                     <C>          <C>
              Balance  - at cost                      $  93,279    $  1,665,057
              Unrealized losses                         (93,279)    $(1,571,778)
                                                      ---------     -----------
              Balance - at fair value                 $      -     $     93,279
                                                      =========     ===========
</TABLE>

          For the year ended  December 31, 2001 there were also realized  losses
          of  $1,535,360   on  the  sale  and  exchange  of   available-for-sale
          securities.

                                     - F15 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 and 2001


NOTE 6    PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
          Property and equipment at December 31, consist of the following:

                                                                      Estimated
                                                                       Useful
                                                    2002     2001      Lives
                                                 --------   ------   ---------
          <S>                                   <C>        <C>        <C>
          Furniture and fixtures                $  20,438  $15,085    7 years
          Equipment and software                  975,875   55,045    5 years
          Leashold improvements                    33,862   17,035    4 years
                                                 --------   ------
                                                1,030,175   87,165

          Less: accumulated amortization and
                depreciation                     (217,585) (12,865)
                                                 --------   ------

          Property and Equipment, Net           $ 812,590  $74,300
                                                 ========   ======
</TABLE>

          Depreciation and amortization  expense for the year ended December 31,
          2002 and 2001 was $204,721 and $12,865 respectively.

NOTE 7    LOANS RECEIVABLE, RELATED PARTIES

          Loans receivable, related parties consist of the following at December
          31, 2001.

          Loans Receivable - Mitigo, Inc.

          On  September  1, 2001 the Company  entered  into a  revolving  credit
          agreement  with  Mitigo,  whereby the Company  would  advance or incur
          expenses on behalf of Mitigo up to $600,000.  The note bears  interest
          at 6% and was due December  31, 2003.  The balance due under this note
          receivable at December 31, 2001 was $216,091.  On January 11, 2002 the
          Company  acquired all of the issued and  outstanding  shares of Mitigo
          (See  Note 3) and the  loan  has been  eliminated  as a result  of the
          merger.

          Loans Receivable - Atlantic Venture Management, LLC

          On  April,  15,  2001 the  Company  entered  into a  revolving  credit

                                     - F16 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 and 2001

          Loans Receivable - Atlantic Venture Management, LLC (Continued)

          agreement with Atlantic Venture Management,  LLC ("Atlantic")  whereby
          the Company would  advance or incur  expenses on behalf of Atlantic up
          to  $20,000.  The note bears  interest at 6% and is due  December  31,
          2003. The balance due under this note  receivable at December 31, 2001
          was $6,234. The Chief Executive Officer and Chief Operating Officer of
          the Company are also  general  partners of  Atlantic.  During the year
          ended December 31, 2002, the balance was deemed uncollectible.

          Loans Receivable - Other Related Parties

          During  the year ended  December  31,  2001 the  Company  advanced  an
          aggregate of $70,500 to the Chief Operating  Officer and a relative of
          the Chief  Operating  Officer.  These loans are  non-interest  bearing
          loans and there are no formal  agreements or repayment terms for these
          loans.  During the year ended December 31, 2002, $50,000 was repaid to
          the Company and  $20,500  was  charged off to  consulting  expense for
          services rendered.

NOTE 8    LOANS PAYABLE

          In  connection  with the Merger with  Origin,  the Company  assumed an
          aggregate of $42,000 in the form of short term bridge loans from three
          accredited  investors.  These bridge loans varied in duration  between
          sixty  and  ninety  days and bear  interest  at 12% per  annum.  As of
          December 31, 2001 these loans were past due.  During the first quarter
          of the year 2002, the notes were  converted into the Company's  common
          stock for the original loan value plus account interest.

NOTE 9    NOTES PAYABLE, RELATED PARTIES

          The  Company  has two  lines  of  credit  agreements  with  the  Chief
          Executive  Officer and a Company which the Chief Executive Officer and
          a Chief Operating  Officer are general  partners.  The total available
          under these  agreements is $320,000 with interest  rates of 6% and due
          dates through  December 31, 2003.  The lenders may opt to convert all,
          or part of these loans into common stock of the company (at the market
          price at the time of  conversion),  on or before  the due  dates.  The
          balance  outstanding  under these note agreements at December 31, 2002
          and 2001 was $42,928 and $146,830.

                                     - F17 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 and 2001

NOTE 9    NOTES PAYABLE, RELATED PARTIES (CONTINUED)

          Additionally,  at December 31, 2002, the Company has a note payable to
          the former President of the Company for $125,545.

NOTE 10   CAPITAL LEASE OBLIGATIONS

          During the year ended December 31, 2001 the Company  obtained  various
          equipment  under capital  leases  expiring  through  January 2006. The
          assets and liabilities  under these capital leases are recorded at the
          lower of the present  values of the minimum lease payments or the fair
          values  of the  assets.  The  assets  are  included  in  property  and
          equipment and are depreciated over their estimated useful lives.

          As of December 31, 2002,  minimum  future lease  payments  under these
          capital leases are:
<TABLE>
<CAPTION>
                                                           For the
                                                         Years Ending
                                                         December 31,    Amount
                                                         ------------   -------
          <S>                                               <C>         <C>
                                                            2003        $20,182
                                                            2004          9,768
                                                            2005          5,660
                                                            2006             88

          Total minimum lease payments (forward)                        $35,698
                                                                        =======
</TABLE>
<TABLE>
<CAPTION>
                                                            For the Year Ended
                                                                    December 31,
                                                         ----------------------

                                                            2002          2001
          <S>                                             <C>           <C>
          Total minimum lease payments (forward)          $35,698       $34,803
          Less: amounts representing interest              (5,599)       (6,297)
                                                          -------       -------
                Net minimum lease payments                 30,099        28,506
          Less: current portion                            16,081         7,986
                                                          -------       -------

          Long-term portion                               $14,018       $20,520
                                                          =======       =======
</TABLE>

                                     - F18 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11   STOCKHOLDERS' EQUITY

          On January 31, 2001, the Company issued  1,483,384  shares  (6,706,839
          post-Merger  equivalent shares) of common stock to its Chief Executive
          Officer,  and other investors,  in exchange for shares of common stock
          of Telehublink Inc., a publicly traded entity  ("Telehublink").  These
          common  shares  issued by the company  have been valued at  $3,396,949
          representing  the fair value of the shares of Telehublink  received by
          the Company.  During the year ended  December  31, 2001,  prior to the
          Merger  the  Company  issued  461,178  shares  (2,085,129  post-Merger
          equivalent  shares) of common stock in private  placement  transaction
          resulting  in  proceeds   (excluding  a  subscription   receivable  of
          $143,073) net of transaction costs of $24,727 of $888,295.  During the
          year ended December 31, 2001, prior to the Merger,  the Company issued
          155,496 shares (703,046 post-Merger equivalent shares) of common stock
          to  consultants  for  services  provided to the  Company and  recorded
          $356,087 in stock based compensation.

          During the year ended  December 31, 2002,  $42,000 of loans payable at
          December 31, 2001 were converted into the Company's common stock under
          a private  placement  for  49,900  shares and the  exercise  of 50,000
          warrants.

          During the year ended  December 31, 2002,  $160,149 of notes  payable,
          related  parties was converted into  1,550,414  shares of common stock
          under the Company's private placement offering.

          During the year ended  December 31, 2002,  5,863,928  shares of common
          stock were issued for $691,772 in connection with a private  placement
          offering.

          During  the year  ended  December  31,  2002,  620,351  shares  of the
          Company's  common  stock  were  issued  to  consultants  for  services
          rendered at a value of $364,545.

          During the year ended December 31, 2002, 890,832 common stock warrants
          were  exercised for $385,983 at prices ranging from $0.00 to $0.00 per
          share.

          During the year ended  December  31,  2002,  510,107  shares of common
          stock  were  issued  for  the   exercise   of  stock   options  for  a
          consideration  of $204,050.  The options were  exercised at a range of
          $0.00 to $0.00 per share.

                                     - F19 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 11   STOCKHOLDERS' EQUITY (CONTINUED)

          In  connection  with the  acquisition  of Mitigo,  Inc. on January 11,
          2002,  2,998,006  shares of common  stock were  issued for  $5,267,491
          representing  the fair value of the Company's common stock at the date
          of issuance and  subsequently  adjusted to $652,366 as a result of the
          impairment of the Company's publicly traded stock price.

NOTE 12   COMMITMENTS AND CONTINGENCIES

          Office Lease

          On January 8, 2001, the Company entered into a noncancelable operating
          lease for office  space which  commenced on May 1, 2001 and expires on
          July 31,  2005 and on May 2, 2002  amended  the  lease for  additional
          office  space.  The  Company  has paid a  security  deposit of $41,856
          equivalent  to six months of rent.  The  Company has elected to reduce
          the amount of security deposit to $20,928 under the terms of the lease
          agreement. At December 31, 2002, the Company is in arrears $48,000 and
          has agreed in February 2003 to offset the arrearages with the security
          deposit  and the  letter  of  credit  which  was  established  for the
          additional lease renovations.
<TABLE>
<CAPTION>
          Minimum fixed rental payments are as follows:
                For the
              Year Ending
              December 31,                Amount
              ------------              --------
                  <C>                   <C>
                  2003                  $171,132
                  2004                   171,132
                  2005                    85,566
                                        --------

                  Total                 $427,830
                                        ========
</TABLE>

          Rent  expense  for the  year  ended  December  31,  2002  and 2001 was
          $116,868 and $71,535, respectively.

                                     - F20 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 12   COMMITMENTS AND CONTINGENCIES (CONTINUED)

          Employment Agreements

          The Company has entered into five employment agreements with employees
          and  officers  of the Company  whereby the Company  will pay a minimum
          total salary of $942,500 per annum plus bonus,  annual  increases  and
          stock options.  These employment agreements terminate through December
          2004, however they will automatically renew annually thereafter unless
          terminated by the employee or the Company.

NOTE 13   STOCK OPTIONS

          Effective  December  27, 2001,  the Company  granted  qualified  stock
          options to purchase 1,607,500 shares (representing post-Merger shares)
          of the  Company's  common  stock to  employees  and  consultants  with
          exercise  prices ranging from $0.40 to $0.46 per share.  These options
          vest  between  one and three  years and expire  from one to five years
          from issuance  date. The options issued to employees have an intrinsic
          value of  $1,517,000.  The options  issued to  consultants  had a fair
          value of $435,000,  calculated using the Black-Scholes options pricing
          model.

          During  the  year  ended  December  31,  2002,  the  Company   granted
          additional options (net of cancellations) to employees and consultants
          with exercise prices ranging from $0.15 to $1.44 per share. The option
          vest  between  one and three  years and expire  from one to five years
          from issuance  date. The options issued to employees have an intrinsic
          value of $4,560. The options issued to consultants had a fair value of
          $150,048 calculated using the Block-Scholes options pricing model.

          The options will be amortized  over their  respective  vesting  period
          which commence in 2002.

          During the year ended  December  31,  2001,  prior to the Merger,  the
          Company issued non-qualified  options to purchase 50,000 shares of the
          Company's common stock to employees and consultants with an exercise

                                     - F21 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13 STOCK OPTIONS (CONTINUED)

          price of $0.01 per share.  These optionsvest over one year and have no
          expiration date.  Compensation expense for the year ended December 31,
          2001 relating to these options  amounted to $116,887.  On December 27,
          2001, the date of the Merger,  these 50,000 options were recapitalized
          into 226,066 options to purchase the public entity's common stock.

          During  the year  ended  December  31,  2002,  the  Company  issued an
          additional  197,666  non-qualified  stock  options to  employees at an
          exercise  price of $0.01 per share.  These  options vest over one year
          and have no expiration date. Compensation expense was not provided for
          these  options  since the  options  were  issued to  compensate  for a
          reduction in salary.

          For the year ended December 31, 2002, the Company has amortized  stock
          based  compensation  established in 2002 and 2001. The amount included
          in the financial  statement  for the year ended  December 31, 2002 and
          2001 is $1,542,310 and $116,887.

          Pro  forma  information  regarding  net loss and net loss per share is
          required by SFAS 123,  and has been  determined  as if the company had
          accounted  for its employee  stock options under the fair value method
          of SFAS 123. The Black-Scholes option-pricing model with the following
          weighted-average assumptions are as follows:
<TABLE>
<CAPTION>
                                                                       December 31,
                                                                  ---------------------
                                                                   2002          2001
                                                                   ----          ----
          Assumptions
          -----------
          <S>                                                    <C>          <C>

          Risk-free rate                                         1.99-4.16    2.26 - 5.43%
          Dividend yield                                               N/A             N/A
          Volatility factor of the expected market price of the
                 Company's common stock                              45.37            298%
              Average life                                               4         5 years
</TABLE>

                                     - F22 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 13   STOCK OPTIONS (CONTINUED)

          For purposes of pro forma disclosures, the estimated fair value of the
          options  is  amortized  to  expense  over the  vesting  period  of the
          options.  Accordingly,  there  is no  difference  between  actual  and
          proforma results during the years ended December 31, 2002 and 2001.

          Stock option activity is summarized as follows:
<TABLE>
<CAPTION>
Qualified Stock Options
-----------------------
                                                      Weighted         Number of       Weighted
                                 Number of options     Average           Shares         Average
                                    Outstanding     Exercise Price    Exercisable    Exercise Price
                                 -----------------  --------------    -----------    --------------
<S>                                    <C>              <C>             <C>                <C>

Balance January 1, 2001                        -
Option granted (representing
  post-merger shares)                  1,607,500
                                       ---------
Balance December 31, 2001              1,607,500        $0.46
Granted                                1,774,000        $0.72
Exercised                               (487,500)       $0.42
Cancelled                               (792,500)       $0.75
                                       ---------        -----
Balance December 31, 2002              2,101,500        $0.52           804,655            $0.54
                                       =========        =====           =======            =====

Non Qualified Stock Options
---------------------------

Balance January 1, 2001                        -
Granted                                  226,066        $0.01
                                       ---------        -----
Balance December 31, 2001                226,066        $0.01
Granted                                  937,666        $0.08
Exercised                                (22,607)       $0.01
Cancelled                               (740,000)       $0.10
                                       ---------        -----
Balance December 31, 2002                401,125        $0.01           401,125            $0.01
                                       =========        =====           =======            =====

Total Qualified and Non Qualified
  Options Outstanding                  2,502,625
                                       =========
</TABLE>

                                     - F23 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE  14  WARRANTS

          In  connection  with the Merger on  December  27,  2001,  the  Company
          assumed an aggregate of 1,614,482 warrants which were issued by Origin
          prior to the Merger.  These warrants have exercise prices ranging from
          $0.10 to $13.50, are fully vested, and expire on February 10, 2006.
<TABLE>
<CAPTION>
          Transactions involving warrants are summarized as follows:
          <S>                                                                   <C>
          Balance - January 1, 2001                                                                        -
          Warrants assumed in the Merger (representing post-Merger shares)      1,614,482
                                                                                ---------
          Balance - December 31, 2001                                           1,614,482
          Warrants exercised for cash                                            (890,832)
          Warrants exercised for debt conversion                                  (50,000)
          Warrants cancelled                                                     (429,166)
          Adjustment for reverse merger                                           (81,602)
                                                                                ---------
          Balance December 31, 2002                                               162,882
                                                                                =========
</TABLE>
<TABLE>
<CAPTION>
          The  following  table  summarized   information   concerning  warrants
          outstanding at December 31, 2002:

                                      Average                        Weighted
          Exercise     Number        Remaining         Number        Average
           Price    Outstanding   Contractual Live   Exercisable  Exercise Price
          --------  -----------   ----------------   -----------  --------------
          <C>            <C>              <C>             <C>           <C>

          $ 0.40         21,534           5 years         21,534        $  0.40
          $ 0.75          5,332           4 years          5,332        $  0.75
          $ 1.50        114,999           4 years        114,999        $  1.50
          $ 2.70          4,166           4 years              -        $  2.70
          $ 3.60          8,333           4 years              -        $  3.60
          $13.50          8,518           4 years              -         $13.50
</TABLE>

          These  warrants  are subject to a clause  whereby the warrants are not
          exercisable  until the  Company  sends  the  warrant  holders  written
          confirmation that the five consecutive trading day average closing bid
          price equals or exceeds 150% of the value of the exercise price of the
          warrants.  The warrant holders shall have 10 business days to exercise
          the entire amount of the warrants  pursuant to the  agreement;  should
          the  warrant  holders  fail  to  exercise,   the  number  of  warrants
          outstanding as well as the exercise price are subject to adjustment.

                                     - F24 -
<PAGE>

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15   PRIVATE PLACEMENT OFFERING

          The Company,  in 2002, did a private placement offering on a "min/max"
          basis of a minimum of $500,000 or 5,000,000  shares up to a maximum of
          $15,000,000  shares of common  stock  having a par value of $0.009 per
          share at $0.10 per share.  Approximately  half of the minimum  will be
          met by converting  pre-existing  cash loans to the  company's  equity.
          Thus, no proceeds were held in an escrow account and all funds will be
          immediately  available to the Company.  During the year ended December
          31, 2002,  5,913,928 shares were issued under the private placement in
          an exchange for cash and loan conversions aggregating $711,772.

NOTE 16   LITIGATION

          On November 20, 2001, a judgement 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 Greig  Laborde  in U.S.
          District Court for the District of New Jersey for Breach of Employment
          Contract and Defamation seeking monetary damages including  additional
          stocks and warrants. The Company in response has filed a counter-claim
          against Mr.  Laborde  seeking  damages in his  transaction  in selling
          Origin Investment Group, Inc. to International Wireless in its reverse
          merger in January  2002.  The  company  believes  the claim is without
          merit and had adequate defenses.

NOTE 17   SUBSEQUENT EVENTS

          Litigation
          ----------

          On February  20, 2003, a judgment in the amount of $28,750 was entered
          against the Company  for unpaid rent on behalf of Graham  Paxton,  the
          former  President  and CEO of the  Company  as  part  of his  employee
          benefit plan.

          On March 11, 2003, the Company  received  notice from Attorney Omar A.
          Rizvi of his claim for breach of  contract  for  failure to deliver to

                                     - F25 -

                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          Litigation (Continued)
          ----------

          him 100,000 shares for professional  services  allegedly  performed on
          behalf  of  the  company,  and  wrongful  cancellation  of  additional
          warrants to purchase  200,000  shares of  International  Wireless  for
          which he  claimed  damages.  No suit  has  been  filed to date and the
          company  believes  that  if  such a suit is  ever  filed  against  the
          company,  the  company  has a good  defense  and proper  grounds for a
          counter-suit.

          On March 20,  2003,  a judgment  in the  amount of $2,000 was  entered
          against  the company by Beyond  Words  Communication,  Inc.  for prior
          unpaid marketing services rendered to the company.

          On March 31, 2003, a judgment in the amount of $99,089, which included
          $50,000  security  deposit  replenishment,  was  entered  against  the
          company  for  breach  of  contract  for  non-payment  of  rent  on the
          company's office facility in Woburn, Massachusetts.  Additionally, the
          company  is  contingently  liable for the  balance of the lease  which
          expires July 31, 2005. See Note 12 to the Financial Statements.

          In May  2003,  certain  former  employees  filed  complaints  with the
          Commonwealth of  Massachusetts  Attorney  General's  office for unpaid
          salaries and accrued  vacation pay. In  accordance  with the Company's
          records  the  Company  owes a total of $60,138  for back  fees,  gross
          salaries  and  accrued  vacation.  In  addition,  there is a potential
          severance  pay  due  to  these  employees  in  accordance  with  their
          employment  agreement  totalling an additional  $186,350 for which the
          Company totally disputes.

          Merger
          ------

          On May 30, 2003, the Company  entered into a reverse merger  agreement
          with Scanbuy, Inc. (hereinafter "Scanbuy") a Delaware corporation with
          its corporate  headquarters  located in New York, New York. Under said
          merger   agreement,   the  Company  is   scheduled  to  issue  to  the
          shareholders of Scanbuy  25,594,965 newly issued  unregistered  common
          shares which equal to the issued and outstanding shares of the Company
          as of May 19, 2003. The merger agreement is subject to approval by the
          directors  and  shareholders  of the Company and Scanbuy  including an
          increase in the  authorized  number of shares of the Company to enable
          it to do the merger and the execution of  appropriate  employment  and
          non-compete egreements. The parties anticipate closing the transaction
          on or before June 16, 2003.

                                     - F26 -
<PAGE>