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, 2001

                                       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.)

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

                                 (781) 939-7252
                                ----------------
                           (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, 0.001
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 [ ]

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]


                                        1
<PAGE>
Issuer's revenues for its most recent fiscal year were:  None
                                                       ---------

                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  April  8, 2002, the Issuer had 16,579,052 issued, and 15,179,058 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  $11,037,284  at the closing quotation for the Registrant's common
stock  of  $2.05  as  of  April  8,  2002.


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

Documents incorporated by reference: None.


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<PAGE>
                          INTERNATIONAL WIRELESS, INC.

                                TABLE OF CONTENTS
                                                                            PAGE

                                     PART I

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

Item 2.     Properties  . . . . . . . . . . . . . . . . . . . . . . . . .     10

Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .     10

Item 4.     Submission of Matters to a Vote of Securities Holders . . . .     10

                                     PART II

Item 5.     Market for the Issuer's Common Equity and Related
              Shareholder Matters . . . . . . . . . . . . . . . . . . . .     11

Item 6.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations . . . . . . . . . . . .     15

Item 7.     Financial Statements  . . . . . . . . . . . . . . . . . . . .     18

Item 8.     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosures . . . . . . . . . .     19

                                    PART III

Item 9.     Directors, Executive Officers, Promoters
              and Control Persons; Compliance with
              Section 16(a) of the Exchange Act . . . . . . . . . . . . .     19

Item 10.    Executive Compensation  . . . . . . . . . . . . . . . . . . .     21

Item 11.    Security Ownership of Certain Beneficial
              Owners and Management . . . . . . . . . . . . . . . . . . .     23

Item 12.    Certain Relationships and Related Transactions  . . . . . . .     26

Item 13.    Exhibits, and Reports on Form 8-K . . . . . . . . . . . . . .     26

            Signatures  . . . . . . . . . . . . . . . . . . . . . . . . .     27


                                        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 limitation; 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 changed its name from
Origin  to  our  current  name,  International  Wireless,  Inc.

     The  Company  was  originally  formed  as  a  non-diversified  closed-end
management investment company, as those terms are used in the Investment Company
Act  of 1940 ("1940 Act"). The Company at that time elected to be regulated as a
business development company under the 1940 Act. The 1940 Act defines a business
development company (a "BDC") as a closed-end management investment company that
provides  small  businesses that qualify as an "eligible portfolio company" with
investment capital and also significant managerial assistance. A BDC is required
under  the  1940  Act  to invest at least 70% of its total assets in "qualifying
assets"  consisting of (a) "eligible portfolio companies" as defined in the 1940
Act  and  (b)  certain  other  assets  including  cash  and  cash  equivalents.

     The  Company's  original  investment strategy had been, since inception, to
invest  in  a  diverse portfolio of private companies that in some way build the
Internet  infrastructure  by  offering  hardware, software and/or services which
enhance the use of the Internet. Prior to it's reverse merger with International
Wireless,  the  Company identified two eligible portfolio companies within which
they  entered  into agreements to acquire interests within such companies and to
further  invest  capital  in  these companies to further develop their business.
However,  on  each  occasion  and  prior to each closing, the Company was either
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


                                        4
<PAGE>
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. Under the said
reverse  merger,  the  former  Shareholders  of  International Wireless ended up
owning  a  88.61%  interest  in  the Company. Thereafter on January 2, 2002, the
Company  changed  its  name  from  Origin  to  our  current  name, International
Wireless,  Inc.

     On  January  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.


(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.
Mitigo  is  in the business of developing visual intelligence software solutions
for  wireless  and  mobile  devices.  Mitigo software decodes barcodes and other
visual  symbols  in  mobile  handsets and Personal Data Assistants ("PDAs") that
have  integrated  digital  cameras.  This  capability  enables mobile devices to
conduct  rapid mobile transactions and pinpoint navigation to multimedia content
and  information.  Management  believes  that  Mitigo'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.


                                        5
<PAGE>
     Mitigo  has  developed software to decode commercial 1D and 2D bar codes as
well  as  other emerging symbologies. The Mitigo bar code decoding technology is
based  on software that represents the culmination of 7 years of work by Dr. Tom
Antognini,  a  PhD  from  MIT, and Mitigo's Vice President of Technology. Mitigo
plans  to  support  the mobile telephone/Internet convergence market by enabling
mobile-commerce  and  e-commerce  from  print-based  bar  codes. Mitigo plans to
license  its  client  software  to  device manufacturers, including producers of
mobile  handsets,  PDAs  and  other  devices.

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

     Management  believes  that  Mitigo's exclusive licensed software technology
helps  solve  a barrier to mobile commerce by enabling a mobile handset equipped
with  a  simple  digital  camera  to  also  function  as a bar code reader, 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 Mitigo technology will allow such devices to read and process bar codes
for  instant  commerce  or  content  retrieval.  For  example,  in  the  future,
consumers  may  be  able  to  download train schedules into their PDAs or mobile
phone simply by scanning a bar code at the train station or purchase products by
scanning  a  bar  code  on  an  advertisement.

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

     (2)    BUSINESS  STRATEGY

     The  Company's  subsidiary, Mitigo was formed 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.


                                        6
<PAGE>
     The  Company  believes  that  Mitigo's 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,  that  makes  it  cumbersome  and difficult to navigate directly to a Web
destination.  The  Company  believes that its software 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 software such as
Mitigo's,  to  read  and  process  bar  codes  for  instant  commerce or content
retrieval.  Mitigo 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.

     Mitigo'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  Mitigo  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 Mitigo's 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
Mitigo'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  Mitigo  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.


                                        7
<PAGE>
     (b)     PRODUCTS

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

     Now  in  beta  form, Mitigo's bar code processing software, version 1.0, is
designed  to  decode  1D  and  2D  bar  codes  and support a variety of handheld
devices,  including  mobile  phones,  bar  code  readers, and PDAs. The software
recognizes,  decodes  and  processes  bar  code  images  (bitmaps)  generated by
consumer-grade CMOS image sensors. The software also acts as an operating system
to  control  sensing  of  bar codes in digital images and will include an API to
interface  with  the  operating  environment  resident  in the host device. This
software is Mitigo's primary offering and the Company believes Mitigo will offer
superior  performance  for  bar code sensing and decoding when compared to other
commercially  available  software programs. Mitigo has optimized the software to
work  inside  of  a  consumer-grade  CMOS digital camera. Other solutions on the
market  require  higher  cost  CCD or more expensive CMOS chips to function. The
Company  believes  that  its Mitigo solution is the lowest cost, best performing
solution  for  consumer  applications.

     The  Company's  initial  focus  is  on  licensing  our  bar code processing
software  to  mobile handset manufacturers and makers of PDAs. The Company plans
to also license their decoding technology to device manufacturers, including bar
code reader manufacturers. As part of its strategy, the Company plans to support
all  major  mobile  and  wireless  operating systems with their product set. The
Company  is  on  schedule  to  ship  V.1.0  of  the  software  in  Q2,  2002.

     (3)     PATENTS  AND  TRADEMARKS

     Mitigo's  exclusive  licensed  technology  is  protected by two patents US.
6,098,882 and 6,176,427 granted to Dr. Tom Antognini, Mitigo's Vice President of
Technology, 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.


                                        8
<PAGE>
     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.

     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. Mitigo's bar
code  decoding  technology  is  complementary  to  these  companies.

     (5)    OUR STRATEGY

     Mitigo 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.  We are on
schedule  to  ship  V.1.0  of  the  software  in  the  2nd  quarter  of  2002.

     (6)    OUR MARKETING STRATEGY

     The  Company  plans  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.  The  company  has entered into discussions with a firm that offer
applications  such  as  these  to  commercial  and  government  customers.


                                        9
<PAGE>
     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 April 8, 2002, the Company, including its subsidiaries have fourteen
employees,  consisting  of  full-time  officers,  software  developers,
in-house-counsel,  salespeople,  and support staff.  No employees are covered by
any collective bargaining agreements.  We believe that our relationship with our
employees  is  good.  The  Company's  success  is  dependent,  in part, upon our
ability  to  attract  and  retain  qualified management and technical personnel.
Competition  for  these  personnel is intense, and the Company will be adversely
affected  if it is unable to attract key employees.  The Company presently has a
stock  option  plan  for  key  employees  and  consultants.

     (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 $4,392,638 during the year ended
December  31,  2001  resulting  in  a deficit accumulated during the development
stage  of  $4,392,638.  On  January  11,  2002 the Company acquired Mitigo, Inc.
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.


ITEM 2.   PROPERTIES

     The  Company's  executive  offices  are  located  in  a rented office space
located  at  120 Presidential Way, Woburn, Massachusetts in the northern suburbs
of  the  City  of  Boston.  On  January  8,  2001  the  Company  entered  into a
non-cancelable  operating  lease for office space which commenced on May 1, 2001
and  expires  July 31, 2005.  The Company has paid a security deposit of $41,856
equivalent to six months of rent.  The Company may elect to reduce the amount of
security deposit to $20,928 provided that no event of default has occurred after
the  first  anniversary  of  the  commencement  date.


ITEM 3.   LEGAL PROCEEDINGS

     On  November  20,  2001  a judgment in the amount of $10,497.27 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 addition, the Company has


                                       10
<PAGE>
cancelled  all  prior  agreements  it had between itself, Mr. Rizvi and Mr. Greg
Laborde the former President of the Company. For a more detailed discussion, see
the  accompanying  financial  statements  -  Note 14d - Subsequent events, Other
Matters.

     Other  than  the judgment above from the Labor Commissioner in the State of
California,  there  is  no  other  past, pending or, to the Company's knowledge,
threatened  litigation  or administrative action which has or is expected by the
Company's  management  to  have  a  material effect upon our Company's business,
financial  condition or operations, including any litigation or action involving
our  Company's  officers,  directors,  or  other  key  personnel.


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

     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 were asked to vote on weather to withdraw
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. As
of  December  7,  2001,  there  had  been furnished, properly executed and valid
proxies  covering  10,349,126  shares  of common stock of the Company. The final
vote  as  to  proposition  one,  to  elect to withdraw from business development
company  status  and  no  longer  be  subject to to Section 55 through 65 of the
Investment  Company  Act  of 1940, was 8,500,063 votes for, 4,600 votes against,
and  31,050  abstained.  The  final  vote  as  to  proposition two, to approve a
one-for-nine  reverse  split of the total issued and outstanding common stock of
the  Company,  was  10,312,876  votes  for,  5,200  votes  against,  and  31,050
abstained.  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.

     In December 2001, after the one-for-nine reverse split whereby the existing
shareholders  held in total 1,220,890 shares of common stock of the Company, the
Company  asked  its  shareholders  to  approve  the acquisition of International
Wireless,  Inc.  a  Delaware Corporation, in 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 newly issued 9,495,014
shares  of  its  common  stock.


                                     PART II

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

     The  Company  was  formed on April 6, 1999. Since 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.


                                       11
<PAGE>
                                                  HIGH          LOW
                                                  ----          ----

FISCAL YEAR ENDED DECEMBER 31, 2000

First  Quarter                                    6.50          3.00
Second  Quarter                                   4.00          0.72
Third  Quarter                                    2.03          0.31
Fourth  Quarter                                   1.75          0.30

FISCAL YEAR ENDING DECEMBER 31, 2001

First  Quarter                                    0.94          0.44
Second  Quarter                                   0.80          0.35
Third  Quarter                                    0.03          0.03
Fourth  Quarter                                   0.14          0.14

     The  closing bid price for the common stock as reported by the OTC Bulletin
Board  on  April  8,  2002  was  $2.05.

     As  of April 8, 2002, there were approximately 344 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.

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.


                                       12
<PAGE>
     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.

     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.


                                       13
<PAGE>
     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 was
$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.

     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.


                                       14
<PAGE>
     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.

     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.


                                       15
<PAGE>
     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.

     The Company believes that the transactions described from inception through
January  2,  2002  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,  2001.  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.

     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.


                                       16
<PAGE>
     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. ("International Wireless"). Under the said reverse
merger,  the  former  Shareholders  of  International Wireless ended up owning a
88.61%  interest  in  the  Company.  Thereafter  on January 2, 2002, the Company
changed  its  name from Origin to our current name, International Wireless, Inc.

     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. 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 27, 2001, the Company went through a reverse merger whereby it
acquired  all  the  outstanding shares of International Wireless. Under the said
reverse  merger,  the  former  Shareholders  of  International Wireless ended up
owning  a  88.61%  interest  in  the  Company. Therafter on January 2, 2002, the
Company  changed  its  name  from  Origin  to  our  current  name, International
Wireless,  Inc.  The  historical financial statements prior to December 27, 2001
are  those  of  International  Wireless,  Inc.  the  Delaware  corporation.


                                       17
<PAGE>
     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.

     Mitigo  is  a  developer  of  visual  intelligence  software  solutions for
wireless  and  mobile devices. Mitigo 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.  Mitigo  technology  dramatically  improves  the  usability  and
functionality  of  mobile  devices  helping  overcome user interface barriers to
mobile  transactions  and  commerce. The Company currently has no agreements for
the  sale  of  its  products  nor  does  it have any other products or services.

RESULT OF OPERATIONS FOR FISCAL YEARS ENDED 2001 AND 2000

     We  are  a  Development  Stage  Company, and had no revenues for the fiscal
years  ended  December  31,  2001  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, but can not
guarantee, that for calendar year 2002, most of our revenue will be derived from
the  bar  code  processing  software  technology.

Our  General  and Administrative Expenses for the fiscal year ended December 31,
2001  was $1,276,646. We anticipate that our General and Administrative Expenses
in future periods could increase as a result of an increase in employees and the
recent  signing  of  Graham  Paxton  as  the  Company's  new President and Chief
Executive  Officer. However, the Company believes that its revenues for calendar
year  2002  will  be greater than its overall expenses including the General and
Administrative Expenses and the related costs of sales. 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, 2001 was $4,392,638. A
component of the loss other than the General and Administrative Expenses was the
result of a $1,571,778 unrealized loss on marketable securities and a $1,535,360
loss  on  the  sale  of  marketable  securities.

LIQUIDITY AND CAPITAL RESOURCES

As  of  December  31,  2001,  our  cash balance was $54,310. Our working capital
requirements depend upon numerous factors, including, without limitation, levels
of  resources  that  we devote to the further development of our Mitigo 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 $10 million of additional capital from private investors
and  institutional  money  managers  prior  to  May,  2002,  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 expected


                                       18
<PAGE>
to  be sufficient to fund our current operations only into the second quarter of
2002. 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 2001 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.

     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. SFAS No. 144 will
become  effective  for  the  Company  in  2002.


ITEM 7. FINANCIAL STATEMENTS

     The  audited  balance  sheets  of  the  Company as of December 31, 2001 and
related  statements  of  operations, stockholders' equity and cash flows for the
years  ended  December 31, 2001 are included, following Item 13, in sequentially
numbered  pages  numbered  F-1  through F-18. The page numbers for the financial
statement  categories  are  as  follows:


                                       19
<PAGE>
                                      Index

                                                                            Page

Independent auditors' report                                                 F-1

Consolidated balance sheet                                                   F-2

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,  2001.  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
      ----                     ---        --------

Stanley  A. Young               75        Chairman of the Board of Directors,
                                          and  Chief  Executive Officer (Retired
                                          on  April  5,  2002)

Graham F. Paxton                51        President, Chief Executive Officer and
                                          Director  (As  of  May  1,  2002)

Michael  Dewar                  25        Chief Operating Officer, Secretary and
                                          Director (As of December 27, 2001)

Dr. Ira W. Weiss                54        Chairman of the Board and Director (As
                                          of  April  8,  2002)

Adam  J.  Cogley                26        Treasurer  and  Corporate Controller
                                          (As of December 27, 2001)

                                       20
<PAGE>
         THE OFFICERS AND DIRECTORS OF THE COMPANY ARE SET FORTH BELOW.

     GRAHAM  F.  PAXTON was appointed the President, CEO and member of the Board
of  Directors  on  April  2,  2002, effective May 1, 2002.  Prior to joining the
Company,  Mr.  Paxton  was  the  President  and  CEO  of Siemens Information and
Communication  Mobile  LLC,  the  mobile  group  of  Siemens AG based in Munich,
Germany.  Prior to that, he was the executive vice president and a member of the
executive  board  of  the  Siemens  Business  Services  division  (SBS),  with
responsibility  for Europe, Africa and the Asia Pacific.  He was instrumental in
shaping  SBS from its inception in 1995 into a $7 billion information technology
company  with  36,000 employees worldwide.  At SBS, he successfully restructured
numerous  country  operations,  and  had  a  direct  responsibility  for  large
outsourcing  contracts,  which represented approximately $2 billion of revenues.
Prior to Siemens Business Services, Mr. Paxton was an independent consultant for
Computer  Sciences  Corporation  (London),  Woolworth  (part  of  the Kingfisher
Group), Philips Business Systems, Amdahl and Tesco.  He began his career in 1970
at  Unilever  Computer Services LTS (London) as a computer services manager, and
fulfilled  similar  duties  of increasing responsibility at British Homes Stores
and  J.  Sainsbury  PLC  until  1987.  Mr.  Paxton  holds  a  Masters  degree in
Engineering.  He  has  also  completed  management  courses  at  the  Stanford
University Graduate School of Business, MIT's Sloan School of Management, INSEAD
(Paris,  France)  and  Astridge  Management  College  (United  Kingdom).

     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.

     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.


                                       21
<PAGE>
     ADAM  J.  COGLEY  was  appointed  Treasurer and Corporate Controller of the
Company  with  the  reverse merger of International Wireless with the Company in
December,  2001.  Prior  to  joining  International  Wireless,  Mr. Cogley spent
several  years  working  in the accounting and operations sectors of both public
and  private  companies  with  an  emphasis  on  venture capital backed start-up
companies. Most recently, Mr. Cogley was a senior member of the finance staff at
Alcita Technologies, Inc., one of Atlantic Ventures' portfolio companies, and as
an  independent  finance  consultant to a division of Koch Industries, Inc., the
second-largest  privately held company in the world. He also served as a finance
analyst  at KPMG's Mergers and Acquisition group in Sydney, Australia, where his
focus  was  on  market  research,  financial due diligence and the divesture and
privatization  of public entities. Mr. Cogley earned a Bachelor of Liberal Arts,
cum  laude,  from  Harvard University, Division of Continuing Educations, with a
concentration  in Government. While attending Harvard, Mr. Cogley was one of the
first  members  of  the  finance  and operations staff for a successful start-up
company  later  sold  to  a  major, world-wide electronics firm. Previously, Mr.
Cogley  had  served  on  the  staff  of  a  U.S.  Congressman.


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. During the fiscal years ended December 31, 2001 and
2000,  the  Company  did  not  have  any  class  of equity securities registered
pursuant  to  Section 12 of the Securities Exchange Act of 1934, as amended, and
accordingly,  was not subject to the reporting requirements of Section 16 of the
Securities  Exchange  Act  of  1934,  as  amended.


ITEM 10. EXECUTIVE COMPENSATION

     The  following  table  sets  forth  the compensation paid during the fiscal
years  ended  December 31, 2001, 2000, and 1999 to the Company's Chief Executive
Officer.  No  officer  of  the Company received annual compensation in excess of
US$100,000  per  annum  during  such  years.

                           SUMMARY  COMPENSATION  TABLE

      NAME AND PRINCIPAL POSITION                              YEAR      SALARY
      -----------------------------------------                ----     --------

     Stanley  A.  Young(1),  Chairman,  and Chief              2001     $107,258
     Executive  Officer
     Gregory  H.  Laborde(2),  Director,  and                  2001       US$nil
     Chief  Executive  Officer                                 2000       US$nil
                                                               1999       US$nil
     Omar  A. Rizvi(3), Chairman, and                          2001       US$nil
     Chief  Executive Officer                                  2000       US$nil
                                                               1999       US$nil


                                       22
<PAGE>
(1)  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.

(2)  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.

(3)  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 a long-term employment agreement with Graham
F.  Paxton  as its new President, Chief Executive Officer and director effective
May  1, 2002 whereby the Company will pay a minimum total salary of $241,600 per
annum  plus bonus, annual increase and stock options.  This employment agreement
terminates  on April 30, 2005, however it can be renewed for an additional three
years.  In  addition,  the  Company has entered into eight employment agreements
with  other employees and officers of the company whereby the Company will 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, however
they  will  automatically  renew  annually  thereafter  unless terminated by the
employee  or  the  Company.

BOARD  OF  DIRECTORS

     During  the  year  ended  December  31,  2000,  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,  2001.

STOCK  OPTION  PLAN

     Effective  December  27,  2001,  the  Company  granted  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, 2001, prior to the reverse merger, the
Company  issued  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 reverse merger, these 50,000
options  were recapitalized into 226,066 options to purchase the public entity's
common  stock.


                                       23
<PAGE>
The following table contains information concerning the stock option grants made
to  the  following  executive  officers  and directors for the fiscal year ended
December  31,  2001.  No  stock  appreciation  rights  were  granted  to  these
individuals  during  such  year.

<TABLE>
<CAPTION>
                                           Number of    Percent of total
                                          Securities      options/SARs
                                          Underlying       granted to
                                         Options/SARs     employees in     Exercise or    Expiration
Name and Principal Position                 granted      fiscal year(1)     Base Price       Date
------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>                <C>           <C>
Stanley A. Young                              600,000               32.7%  $       0.46  Dec. 31, 2004
  Chief Executive Officer
  and Chairman of the Board
  (retired April 5, 2002)

Graham Paxton                                     0(2)               0.0%
  President, Chief Executive Officer
  and Director

Michael Dewar                                 450,000               24.5%  $       0.46  Dec. 31, 2004
  Secretary, and Chief Operating
  Officer and Director

Adam Cogley                                    45,213                2.5%  $       0.01  none
  Treasurer and Corporate Comptroller         112,500                6.1%  $       0.46  Oct. 11, 2004

Ira Weiss                                      50,001                2.7%  $       0.46  Dec. 31, 2004
  Chairman of the Board (since April 5
  2002) and Director
</TABLE>

1)  Percentage  based  on 1,833,566 options outstanding at the end of the fiscal
year  ending  December  31,  2001.  This  does  not reflect the original 500,000
options  granted to Greg Laborde and subsequently terminated by the Company. See
footnote  14(d)  to  the  Financial  Statements.

2) Mr. Paxton holds 1,500,000 options granted in April, 2002. 250,000 options at
$1.05  per  share  vesting  on  May  1, 2002; 250,000 options at $1.05 per share
vesting  upon  the  Company  and/or  its subsidiaries having received cumulative
aggregate  orders  for  goods and/or services of at least $5 million from May 1,
2002;  250,000  options  at  $1.05 per share vesting upon the Company and/or its
subsidiaries  having  received  cumulative  aggregate  orders  for  goods and/or
services  of at least $10 million from May 1, 2002; 250,000 options at $2.25 per
share  vesting  upon  the  Company  and/or  its  subsidiaries  having  received
cumulative  aggregate  orders  for goods and/or services of at least $25 million
from  May  1,  2002; 250,000 options at $2.25 per share vesting upon the Company
and/or  its  subsidiaries  having received cumulative aggregate orders for goods
and/or  services  of  at  least $50 million from May 1, 2002; 250,000 options at
$2.25 per share vesting upon the Company and/or its subsidiaries having obtained
funding  through  one  or  more  placements  of  either  debt  or  equity or any
combination  thereof  in  an  aggregate  amount  of  $4.5  million.

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.


                                       24
<PAGE>
     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.

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
--------------  ----------------  ----------------  -----------  ---------------
    0.10            225,000  (1)           5 years      225,000  $          0.10
    0.20            200,000                5 years      200,000  $          0.20
    0.40            757,301  (2)           5 years           --  $          0.40
    0.75            142,000  (2)           5 years           --  $          0.75
    1.50            248,331                5 years      248,331  $          1.50
    2.70              8,332                5 years        8,332  $          2.70
    3.60             25,000                5 years       25,000  $          3.60
   13.50              8,518                5 years        8,518  $         13.50

1)  The  Company  has challenged the validity and legality of these warrants and
have  decided  not  to  honor  them  as  of  this  date.

2)  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.


                                       25
<PAGE>
     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, 2001
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.

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 120 Presidential Way, Woburn, Massachusetts 01801-1179.


NAME OF BENEFICIAL OWNER      NUMBER OF SHARES            PERCENTAGE OF CLASS(1)
------------------------      ------------------------    ----------------------

Graham  F.  Paxton                          --(2)                            --%
Dr.  Ira  W. Weiss                          --(3)                            --%
Michael  Dewar                         713,033(4)                          6.65%
Adam  J.  Cogley                        45,213(5)                          0.42%
All Directors and Executive Officers
as  a group (4 persons)                758,246                             7.08%

5% Beneficial Owners
Stanley  A.  Young                   6,638,765(6)                         61.95%
Young  Technology  Fund  II          1,652,153(7)                         15.42%
Young  Technology  Fund  I           2,976,759(8)                         27.79%


(1)    Calculations  based  upon  10,715,904 shares of common stock issued and
outstanding  on  December  31,  2001.

(2)    Mr.  Paxton  holds  1,500,000 options. 250,000 options at $1.05 per share
vesting  on  May  1,  2002;  250,000 options at $1.05 per share vesting upon the
Company  and/or its subsidiaries having received cumulative aggregate orders for
goods  and/or  services of at least $5 million from May 1, 2002; 250,000 options
at  $1.05  per  share  vesting  upon  the Company and/or its subsidiaries having
received  cumulative  aggregate orders for goods and/or services of at least $10
million  from  May  1, 2002; 250,000 options at $2.25 per share vesting upon the
Company  and/or its subsidiaries having received cumulative aggregate orders for
goods  and/or services of at least $25 million from May 1, 2002; 250,000 options


                                       26
<PAGE>
at  $2.25  per  share  vesting  upon  the Company and/or its subsidiaries having
received  cumulative  aggregate orders for goods and/or services of at least $50
million  from  May  1, 2002; 250,000 options at $2.25 per share vesting upon the
Company  and/or  its  subsidiaries  having  obtained funding through one or more
placements  of  either debt or equity or any combination thereof in an aggregate
amount  of  $4.5  million.

(3)    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.

(4)    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.

(5)    Represents  45,213 options at $0.01 per share fully vested.  In addition,
Mr.  Cogley  holds  112,500 options at $0.46 per share, exercisable 9,375 at the
end  of  each  fiscal  quarter  for  fiscal  years  2002  through  2004.

(6)    Mr.  Young  owns  935,115 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
474,738  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.

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

(8)    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.


                                       27
<PAGE>
     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 its current location at 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.


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 Chairman of the Board 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 14 to the audited financial statements).

     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.  Consulting  fees paid in cash and issuance of marketable securities to
Mercury  during  the  year  ended  December  31,  2001  amounted  to  $113,247.

     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.

     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,  2001  was  $146,830.


                                       28
<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

     10.4           Employment  Agreement  of  Graham  Paxton,  President, Chief
                    Executive  Officer  and  member  of  the Board of Directors,
                    effective  May  1,2002,  incorporated  by  reference  to the
                    Company's  Current  Report  on  Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on  April  12,  2002.

     10.5           Employment  Agreement  of  Michael  Dewar,  Chief  Operating
                    Officer  and  member  of  the  Board  of  Directors.

     10.6           Employment Agreement of Adam Cogley, Treasurer and Corporate
                    Comptroller.

     10.7           Licensing  Agreement  between  Mitigo,  Inc. and Cobblestone
                    Software, Inc. dated January 10, 2002.

     21.1           Subsidiaries of the Company


     (b)     Reports  on  Form  8-K:

                    The  Company  filed  a Form 8-K on July 20, 2001 relating to
                    the termination of the Company's intent to purchase Vivocom.


                                       29
<PAGE>
                    The  Company filed a Form 8-K on August 27, 2001 relating to
                    the  Notice  that  the  Company  was  conducting  a  private
                    placement  of  5,400,000 shares of its common stock at $0.02
                    per  share for an aggregate of $108,000, and notice that the
                    Company's  Chairman  of  the  Board  and  President, Omar A.
                    Rizvi,  resigned on August 11, 2001 due to personal reasons.


                                   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: 04/11/02                        By:  /s/  MICHAEL DEWAR
                                         ---------------------------------------
                                         Michael  Dewar
                                         Chief Operating Officer and Secretary


     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: 04/11/02                        By:  /s/  MICHAEL DEWAR
                                         ---------------------------------------
                                         Michael  Dewar
                                         Chief Operating Officer and Secretary
                                         and Director

Date: 04/11/02                        By:  /s/  ADAM J. COGLEY
                                         ---------------------------------------
                                         Adam  J.  Cogley
                                         Treasurer and Corporate Controller

Date: 04/11/02                        By:  /s/  IRA W. WEISS, PH.D.
                                         ---------------------------------------
                                         Ira W. Weiss, Ph.D.
                                         Chairman of the Board



                                       30
<PAGE>



                          INTERNATIONAL WIRELESS, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                      For the Year Ended December 31, 2001




                                       31
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.


                                                                        CONTENTS
--------------------------------------------------------------------------------

                                                                            Page
                                                                            ----

INDEPENDENT AUDITORS' REPORT                                                 F-1

CONSOLIDATED FINANCIAL STATEMENTS

  Balance Sheet                                                            F-2-3
  Statement of Operations                                                    F-4
  Statement of Stockholders' Equity                                          F-5
  Statement of Cash Flows                                                  F-6-7


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                F-8-19



                                       32
<PAGE>
                          INDEPENDENT AUDITORS' 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,
2001 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.

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, 2001, and the results of its
operations  and  its  cash  flows  for  the  year  ended  December  31, 2001, 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  consolidated  financial  statements,  the  Company  incurred  a net loss of
$4,392,638,  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/  Marcum & Kliegman LLP

February 22, 2002, except notes 14c, 14e,
and 14f as to which the date is April 11, 2002
New York, New York



                                      F-1
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                                      CONSOLIDATED BALANCE SHEET

                                                               December 31, 2001
--------------------------------------------------------------------------------

                                     ASSETS
                                     ------

CURRENT ASSETS
--------------

  Cash and cash equivalents                                   $ 54,310
  Marketable securities, at market value                        93,279
  Prepaid expenses                                             164,117
                                                              --------

Total Current Assets                                                    $311,706
                                                                        --------

PROPERTY AND EQUIPMENT, Net                                               74,300
---------------------------                                             --------

OTHER ASSETS
------------
  Loans receivable, related parties                            292,915
  Security deposit                                              41,856
                                                              --------

Total Other Assets                                                       334,771
                                                                        --------

TOTAL ASSETS                                                            $720,777
                                                                        ========

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


                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                                      CONSOLIDATED BALANCE SHEET

                                                               December 31, 2001
--------------------------------------------------------------------------------

                          LIABILITIES AND STOCKHOLDERS' EQUITY
                          ------------------------------------

CURRENT LIABILITIES
-------------------
<S>                                                               <C>           <C>
  Accounts payable and accrued expenses                           $   260,593
  Loans payable                                                        42,000
  Notes payable, related parties                                      146,830
  Current portion of capital lease obligations                          7,986
                                                                  ------------

          Total Current Liabilities                                             $457,409

OTHER LIABILITIES
-----------------
Capital lease obligations, less current portion                                   20,520
                                                                                --------

          TOTAL LIABILITIES                                                      477,929
                                                                                --------

STOCKHOLDERS' EQUITY
--------------------
  Preferred stock, $.001 par value, 5,000,000 shares authorized;
    none issued and outstanding                                            --
  Common stock, $.009 par value, 50,000,000 shares authorized;
    10,715,904, issued and outstanding                                 96,443
  Additional paid-in capital                                        4,682,116
  Subscription receivable                                            (143,073)
  Deficit accumulated during development stage                     (4,392,638)
                                                                  ------------

          TOTAL STOCKHOLDERS' EQUITY                                             242,848
                                                                                --------

          TOTAL LIABILITIES AND STOCKHOLDERS'
          EQUITY                                                                $720,777
                                                                                ========
</TABLE>

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


                                                                             F-3
<PAGE>
<TABLE>
<CAPTION>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                            CONSOLIDATED STATEMENT OF OPERATIONS

                                            For the Year Ended December 31, 2001
--------------------------------------------------------------------------------

OPERATING EXPENSES
------------------
<S>                                                   <C>           <C>
  General and administrative expenses                               $ 1,276,646
                                                                    ------------

          TOTAL OPERATING EXPENSES                                    1,276,646

OTHER EXPENSE
-------------
  Interest expense, net                               $    (8,854)
  Unrealized loss on marketable securities             (1,571,778)
  Loss on sale of marketable securities                (1,535,360)
                                                      ------------

          TOTAL OTHER EXPENSES                                       (3,115,992)
                                                                    ------------

          NET LOSS                                                  $(4,392,638)
                                                                    ============

NET LOSS PER COMMON SHARE-
--------------------------
  BASIC AND DILUTED                                                 $     (0.61)
  -----------------                                                 ============

WEIGHTED AVERAGE COMMON
-----------------------
  SHARES OUTSTANDING                                                  7,150,193
  ------------------                                                ============
</TABLE>


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


                                                                             F-4
<PAGE>
<TABLE>
<CAPTION>
                                                                                      INTERNATIONAL WIRELESS, INC.
                                                                                     (A Development Stage Company)

                                                                    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                                              For the Year Ended December 31, 2001
------------------------------------------------------------------------------------------------------------------

                                                                                          Deficit
                                                                                        Accumulated
                                          Common Stock       Additional                   During
                                      ---------------------    Paid-in    Subscription  Development
                                         Shares      Amount     Capital     Receivable       Stage        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 placements, net of
  offering costs of $24,727              461,178       461    1,030,907      (143,073)           --       888,295
                                      -----------  --------  -----------  ------------  ------------  ------------

      Subtotal                         2,100,058     2,100    4,899,191      (143,073)           --     4,758,218

Reverse Merger (Note 1)
  Exchange of International
    Wireless, Inc. 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, Inc               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
                                      ===========  ========  ===========  ============  ============  ============
</TABLE>

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


                                                                             F-5
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                            CONSOLIDATED STATEMENT OF CASH FLOWS

                                            For the Year Ended December 31, 2001
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------

 Net loss                                                          $(4,392,638)
                                                                   ------------
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation and amortization                     $   12,865
    Stock-based compensation                             472,974
    Unrealized loss on marketable securities           1,571,778
    Loss on sale of marketable securities              1,535,360
 Changes in operating assets and liabilities:
    Prepaid expenses                                    (164,117)
    Security deposit                                     (41,856)
    Accounts payable and accrued expenses                171,251
                                                      -----------

          TOTAL ADJUSTMENTS                                          3,558,255
                                                                   ------------

          NET CASH USED IN OPERATING
            ACTIVITIES                                                (834,383)
                                                                   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
  Proceeds from sale of marketable securities            202,892
  Purchases of property and equipment                    (41,076)
  Advances under loans receivable to related parties    (302,915)
                                                      -----------

          NET CASH USED IN INVESTING
            ACTIVITIES                                                (141,099)
                                                                   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Net proceeds from notes payable, related parties         146,830
Payments on capital lease obligations                     (5,333)
Net proceeds from issuance of common stock               888,295
                                                      -----------

          NET CASH PROVIDED BY FINANCING
            ACTIVITIES                                             $ 1,029,792
                                                                   ------------

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


                                                                             F-6
<PAGE>
                                            INTERNATIONAL  WIRELESS,  INC.
                                          (A  Development  Stage  Company)

                      CONSOLIDATED  STATEMENT  OF  CASH  FLOWS,  Continued

                                      For the Year Ended December 31, 2001
--------------------------------------------------------------------------



          NET INCREASE IN CASH AND CASH
            EQUIVALENTS                                        $   54,310

CASH AND CASH EQUIVALENTS - Beginning                                  --
-------------------------                                      -----------

CASH AND CASH EQUIVALENTS - Ending                             $   54,310
-------------------------                                      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
------------------------------------------------
  Cash paid during the year for:

    Interest                                                   $   11,728
                                                               ===========

  Non-cash investing and financing activities:

    Equipment acquired through capital leases                  $   33,839
                                                               ===========

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

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

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

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

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


                                                                             F-7
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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  $.009  par  value  common stock (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  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.

     Going  Concern  Uncertainty  and  Management's  Plans
     -----------------------------------------------------
     As  shown  in the accompanying financial statements, the Company incurred a
     net loss of $4,392,638 during the year ended December 31, 2001 resulting in
     a  deficit  accumulated  during  the  development  stage  of  $4,392,638.
     Management's plans include the raising of capital and seeking out companies
     to  acquire.  On  January  11,  2002  the  Company  acquired  Mitigo,  Inc.
     ("Mitigo")  (See  Note  14).  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.


                                                                             F-8
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  1  -  Description  of Business, Going Concern Uncertainty and Management's
            --------------------------------------------------------------------
            Plans,
            ------
            continued

     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.

     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, 2001, the Company has net operating loss carryforwards of
     approximately  $1,200,000 which expire through 2021. Based on the fact that
     the  Company has generated operating losses since inception, a deferred tax
     asset of approximately $480,000 has been offset by a valuation allowance of
     $480,000.  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.


                                                                             F-9
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE  2  -  Summary  of  Significant  Accounting  Policies,  continued
            ----------------------------------------------

     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
     No.  128 eliminates the presentation of primary and fully dilutive earnings
     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 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 (i) using the fair value method or (ii)
     using  the  intrinsic  value  method as prescribed by Accounting Principles
     Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25")
     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.


                                                                            F-10
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  2  -  Summary  of  Significant  Accounting  Policies,  continued
            ----------------------------------------------

     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  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 ("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.

     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. SFAS No. 144 will become effective
     for  the  Company  in  2002.


                                                                            F-11
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  2  -  Summary  of  Significant  Accounting  Policies, continued
            -----------------------------------------------

     The Company expects that the adoption of the new statements will not have a
     significant  impact  on  its  financial  statements.


NOTE  3  -  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 amounted to $113,247.


NOTE  4  -  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  in the value 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 at
     December  31,  2001  is  summarized  as  follows:


     BALANCE - at cost                                              $ 1,665,057
     -------

     Unrealized losses                                               (1,571,778)
                                                                    ------------

     BALANCE - at fair value                                        $    93,279
     -------                                                        ============


     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.


                                                                            F-12
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  5  -  Property  and  Equipment
            ------------------------

     Property and equipment at December 31, 2001 consist of the following:


                                                                 Estimated
                                                                  Useful
                                                        2001       Lives
                                                      --------------------

     Furniture and Fixtures                           $ 15,085     7 years
     Equipment and software                             55,045     5 years
     Leasehold Improvements                             17,035     4 years
                                                      ---------
                                                        87,165

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

     Property and Equipment, Net                      $ 74,300
                                                      =========


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

NOTE  6  -  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  14).

     Loan  Receivable  -  Atlantic  Venture  Management,  LLC
     --------------------------------------------------------
     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. The Chief
     Executive  Officer  and  Chief  Operating  Officer  of the Company are also
     general  partners  of  Atlantic.

     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.


                                                                            F-13
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  7  -  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 are past due and the Company has accrued interest through this
     date.


NOTE  8-  Notes  Payable,  Related  Parties
          ---------------------------------

     The  Company  has  two  line  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,  2001  was  $146,830.


NOTE  9  -  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, 2001, minimum future lease payments under these capital
     leases  are:

                        For the
                      Years Ending
                       December 31,              Amount
     ------------------------------------------  -------
                          2002                   $10,982
                          2003                    10,982
                          2004                     7,297
                          2005                     5,454
                          2006                        88
                                                 -------

         Total minimum lease payments (forward)  $34,803
                                                 -------


                                                                            F-14
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  9  -  Capital  Lease  Obligations,  continued
            ---------------------------

                             For the
                           Years Ending
                           December 31,                  Amount
            ------------------------------------------  --------

                Total minimum lease payments (forward)  $34,803

            Less:  amounts representing interest         (6,297)
                                                        --------

                Net minimum lease payments               28,506

            Less:  current portion                       (7,986)
                                                        --------

                Long-term portion                       $20,520
                                                        ========

NOTE  10  -  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  transactions  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.

NOTE  11  -  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.  The Company has paid a security deposit of $41,856 equivalent to six
     months  of  rent.  The  Company  may elect to reduce the amount of security
     deposit to $20,928 provided that no event of default has occurred after the
     first  anniversary  of  the  commencement  date.


                                                                            F-15
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  11  -  Commitments  and  Contingencies,  continued
             -------------------------------

     Minimum  fixed  rental  payments  are  as  follows:

            For the
          Year Ending
          December 31,     Amount
      ------------------  --------
            2002          $ 83,712
            2003            88,944
            2004            91,560
            2005            53,410
                          --------

            Total         $317,626
                          ========

     The  Company  also  rents additional office space on a month-to-month basis
     without  a  formal  lease  agreement with a monthly rent expense of $3,000.

     Rent  expense  for  the  year  ended December 31, 2001 amounted to $71,535.

     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 $507,000 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. In addition, the Company assumed three employment contracts
     with  an  aggregate annual of $382,200 through December 2004 as part of the
     Mitigo,  Inc.  acquisition  (Note  14a).


NOTE  12  -  Stock  Options
             --------------

     Effective  December  27,  2001,  the  Company  granted  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. These options will be amortized over
     their  respective  vesting  periods  commencing  in  2002.

     During  the  year ended December 31, 2001, prior to the Merger, the Company
     issued  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.


                                                                            F-16
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  12  -  Stock  Options,  continued
             --------------

     Transactions involving options are summarized as follows:

<TABLE>
<CAPTION>
                                                           Number       Weighted
                                                             Of          Average
                                                          Options   Exercise Price
                                                         -------------------------
<S>                                                      <C>        <C>
     Balance - January 1, 2001                                  --  $           --
     -------

     Options granted (representing post-Merger shares)   1,833,566            0.40
                                                         ---------  --------------

     Balance - December 31, 2001                         1,833,566  $         0.40
     -------                                             =========  ==============
</TABLE>

     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
     fair  value  for  these  options was estimated at the date of grant using a
     Black-Scholes  option-pricing  model  with  the  following weighted-average
     assumptions  for  the  year  ended  December  31,  2001.

     Assumptions
     -------------------------------------------------------------------

     Risk-free rate                                         2.26 - 5.43%
     Dividend yield                                                 N/A
     Volatility factor of the expected market price of the
       Company's common stock                                       298%
     Average life                                           4 -10 years

     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 pro forma results
     during  the  year  ended  December  31,  2001.

     The  following  table  summarizes  information  concerning  stock  options
     outstanding at December 31, 2001.

                                          Weighted Average
                                              Remaining
     Exercise Price   Number Outstanding  Contractual Life  Number Exercisable
     ---------------  ------------------  ----------------  ------------------
     $          0.01             226,066     No expiration                   0
     $  0.40 - $0.46           1,607,500         4.6 years                   0


                                                                            F-17
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  13  -  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.

     Transactions  involving  warrants  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                                                        Number       Weighted
                                                                          Of          Average
                                                                       Warrants   Exercise Price
                                                                       -------------------------
<S>                                                                    <C>        <C>
     Balance - January 1, 2001                                                --
     -------

     Warrants assumed in the Merger (representing post-Merger shares)  1,614,482  $          0.66
                                                                       ---------

     Balance - December 31, 2001                                       1,614,482  $          0.66
     -------                                                           =========
</TABLE>

     The  following table summarizes information concerning warrants outstanding
     at  December  31,  2001.

<TABLE>
<CAPTION>
                                            Weighted
                                            Average                       Weighted
                           Number          Remaining        Number         Average
     Exercise Price      Outstanding    Contractual Life  Exercisable  Exercise Price
     ---------------  ----------------  ----------------  -----------  ---------------
<S>                   <C>               <C>               <C>          <C>
     0.10                225,000                5 years      225,000  $          0.10
     0.20                200,000                5 years      200,000  $          0.20
     0.40                757,301  (a)           5 years           --  $          0.40
     0.75                142,000  (a)           5 years           --  $          0.75
     1.50                248,331                5 years      248,331  $          1.50
     2.70                  8,332                5 years        8,332  $          2.70
     3.60                 25,000                5 years       25,000  $          3.60
     13.50                 8,518                5 years        8,518  $         13.50
</TABLE>

(a)  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  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.


                                                                            F-18
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  14  -  Subsequent  events
             ------------------

     a.  Acquisition  agreement
         ----------------------
     On  January  11,  2002,  the  Company  acquired  100%  of  the  issued  and
     outstanding  stock  of  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 were issued to the sellers at
     closing  and  1,399,994  shares will be held in escrow. These escrow shares
     will  be  released to the Sellers pursuant to a formula based on 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.

     The proforma unaudited condensed consolidated results of operations for the
     year  ended  December  31,  2001  as  if  the  purchase of Mitigo, Inc. had
     occurred  at  the  beginning  of  2001  is  as  follows:

                Revenues                                 ----
                Operating  Expenses                 1,931,478
                                                   ----------
                Loss  from  Operations             <1,931,478>
                Other  Expenses                     3,118,667
                                                   ----------
                Net  Loss                          <5,050,145>
                                                   ==========
                Net Loss Per Common Share
                -------------------------
                Basic  and  Dilutive                  <$0.61>
                                                   ==========
                Weighted  Average  Common
                   Shares  Outstanding              8,275,472
                                                   ==========

     The  proforma  information  does not purport to be indicative of what would
     have  occurred  had  the  acquisition  of Mitigo, Inc. been completed as of
     January  1,  2001,  or  results  which  may  occur  in  the  future.


     b.  Settlement  Agreement
         ---------------------
     On February 19, 2002 the Company entered into a settlement agreement with a
     stockholder  of  the  Company,  whereby  the  stockholder  is the holder of
     133,332  warrants with an exercise price of $1.50 to purchase the Company's
     common stock. These warrants were assumed by the Company in connection with
     the  Merger.  The  Company  and  the  stockholder  desire  to  settle  any
     differences  between  them  with  reference  to  these warrants whereby the
     stockholder  is  granted  the  rights to exercise these warrants originally
     issued  with  an  exercise  price  of  $1.50 to an agreed price of $0.46 to
     purchase  the  Company's  common  stock.

     c.  Exercise  of  Warrants
         ----------------------
     During  the  first  quarter  2002,  warrants  to purchase 807,500 shares of
     common stock were exercised at prices ranging from $0.40 to $0.75 resulting
     in  proceeds  of  $345,900  to  the  Company.

     d.  Other  Matters
         --------------
     On  December 12, 2001, the Company entered into an agreement with Origin to
     issue  100,000  post-Merger  shares  of  the Company's common stock to Omar
     Rizvi,  the  former Chairman of the Board of Directors of Origin, for legal
     services rendered in connection with the Merger. In managements opinion, as
     a  result  of  a  subsequently discovered failure to disclose issues at the
     time  of  performance  of  the  legal  services,  the Company cancelled the
     agreement  and  does  not  intend  to  issue  the  shares  of common stock.

     On December 27, 2001, the Company entered into an employment agreement with
     Greg  Laborde,  then  President  and  Chairman of the Board of Directors of
     Origin,  whereby  Mr.  Laborde  was  to receive a salary of $78,000 plus an
     incentive  bonus  of  100,000  post-Merger  shares for services rendered in
     connection with the Merger. Mr. Laborde would also receive up to a total of
     400,000  options  to  purchase  the Company's common stock with an exercise
     price  of  $1.00  per  share subject to specified performance criteria: (i)
     based  on Mr. Laborde arranging for equity financing including the exercise
     of the warrants held by the original Origin stockholders, and (ii) based on
     the  Company meeting certain market capitalization targets within two years
     from  the  date  of  the Merger date, all as defined in the agreement. This
     agreement  was  due  to  expire  December  31, 2003, and if termination was
     without  cause,  then  the  individual  would  be eligible for three months
     salary  and  immediate  vesting  of  all  options  as  noted  above.

     It  is  the  opinion  of  the  Company's  current  management  and Board of
     Directors that there were material omissions and false disclosures relating
     to  a November 13, 2001 proxy filing of Origin. The proxy disclosed that on
     August  13,  2001  the  Company  contacted  all  of  its  warrant  holders
     (representing  approximately  1,900,000  warrants),  and  offered  that  in
     exchange  for their agreement to exercise their warrants within 10 business
     days of the Company giving written notice that the five day average closing
     bid  price  of  the  Company's common stock equaled or exceeded 150% of the
     redemption  price  of  their warrants, that agreeing to so accelerate their
     redemption  their  warrants  would  not  be subject to adjustment otherwise
     required  in  the  event  of  a recapitalization of the Company caused by a
     merger,  acquisition or other similar reverse split ("Callability Clause").
     However,  the  proxy  failed  to  disclose  that:

          -    Mr. Laborde and Mr. Rizvi were the holders of 400,000 of these
               warrants with exercise prices of $.10 and $.20.
          -    The actual warrant agreements held by Mr. Laborde and Mr. Rizvi
               received substantially different exercise rights than as
               represented in the proxy; their warrant agreements did not
               contain the Callability Clause.

Based  on the information above and certain other actions of Mr. Laborde, and in
accordance  with  the  terms of his employment agreement, the Company terminated
Mr. Laborde. It is the opinion of management that this termination was for cause
whereby  the  salary,  incentive  bonus  of  100,000  post-Merger shares and the
400,000  performance-based  options would be rescinded. In addition, the Company
believes  that  the  400,000  warrants  held  by  Mr. Laborde and Mr. Rizvi were
improperly amended and therefore has decided not to honor them. Furthermore, the
Company  will make a full disclosure with respect to all of the above matters in
a  Form  8-K.

     The  Company  believes  that  the  actions taken satisfactorily resolve all
     matters  discussed  above.  However, the Company cannot predict whether any
     further  actions  or  claims  may  arise  as a result of these matters. The
     financial  statements  do not include any adjustments that may be necessary
     relating  to  the payment of salary, issuance of common stock or options to
     Mr.  Laborde  or  Mr.  Rizvi.


                                                                            F-19
<PAGE>
                                                    INTERNATIONAL WIRELESS, INC.
                                                   (A Development Stage Company)

                                      NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  14  -  Subsequent  events,   continued
             ------------------

     e.  Employment Agreement
         --------------------
     On  March 29, 2002, effective as of May 1, 2002 the Company entered into an
     agreement  with  an  individual  in  which he will become the President and
     Chief  Executive  Officer of the Company. The agreement has an initial term
     of  three  years and may be extended for an additional three year period by
     approval  of  the  Board  of  the Directors. The agreement provides for the
     payment  for  a  base  salary,  an incentive increment and the payment of a
     discretionary  bonus  by  the  Company.  Future minimum payments to be made
     pursuant  to  this  agreement  are  as  follows:

                         For the
                       Year Ending
                       December 31,   Amount
                       ------------  --------
                       2002          $140,933
                       2003           285,350
                       2004           331,183
                       2005           142,334
                                     --------

                       Total         $899,800
                                     ========

     Pursuant to  the  terms  of this  agreement the  Company issued  options to
     purchase 1,500,000  shares of  common  stock which  may be  exercised on  a
     cashless basis.   The initial 250,000  options are exercisable as of May 1,
     2002 at a  price  of $1.05 per  common  share  throughout  the term  of the
     agreement.  The balance  of the  options  (1,250,000) are exercisable, upon
     the attainment  of certain financial  goals,  as defined, at prices ranging
     from $1.05 to $2.25 per common share throughout the  term of the agreement.
     If  the  financial  goals  are  achieved,   the   Company  will   recognize
     compensation equal to the difference between the fair market  value and the
     exercise price  at  the  time  the  performance  conditions  are  achieved.
     Issuance of the shares could result in substantial compensation expenses to
     the  Company.

     The  Company  issued  100,000 shares of common stock to an individual, as a
     commission  related to employment of the Company's Chief Executive Officer.

     f.  Consulting Agreements
         ---------------------
     During  the  period  January 4, 2002  to March 31, 2002,  four  individuals
     rendered consulting services to the Company.  Pursuant to the  terms of the
     agreements the Company issued options to exercise  650,000 shares of common
     stock  at  exercise  price  of  $.40  per common share.  These options were
     exercisable, immediately.  During the  period options  to purchase  557,500
     shares of  common  stock  were  exercised and  the  Company realized  total
     proceeds of $223,000.


                                                                            F-20
<PAGE>