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, 2003

                                       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.)


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


                                 (937) 748-4217
                                ----------------
                           (Issuer's telephone number,
                              including area code)


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

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

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by  Section  13 or 15(d) of the  Securities  and  Exchange  Act of 1934
during the preceding 12 months (or such shorter  period that the  Registrant was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.
Yes [X]  No [ ]

                                        1
<PAGE>

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

Issuer's revenues for its most recent fiscal year were: 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 May 25, 2004, the Issuer had 13,353,606  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  $30,982,372 at the
closing quotation for the Registrant's common stock of $4.00 as of May 25, 2004.

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

Documents incorporated by reference:  None.

                                        2
<PAGE>
<TABLE>
<CAPTION>

                          INTERNATIONAL WIRELESS, INC.

                                TABLE OF CONTENTS
                                                                         PAGE

                                     PART I
<S>                                                                        <C>

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

Item 2.     Properties  . . . . . . . . . . . . . . . . . . . . . . .      9

Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . .      9

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 . . . . . . . . . .     17

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

Item 8.     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosures . . . . . . . .     32

                                    PART III

Item 9.     Directors, Executive Officers, Promoters
              and Control Persons; Compliance with
              Section 16(a) of the Exchange Act . . . . . . . . . . .     32

Item 10.    Executive Compensation  . . . . . . . . . . . . . . . . .     36

Item 11.    Security Ownership of Certain Beneficial
              Owners and Management . . . . . . . . . . . . . . . . .     38

Item 12.    Certain Relationships and Related Transactions  . . . . .     39

Item 13.    Exhibits, and Reports on Form 8-K . . . . . . . . . . . .     40

            Signatures  . . . . . . . . . . . . . . . . . . . . . . .     42

</TABLE>

                                        3
<PAGE>

                                     PART I

ITEM 1.   BUSINESS OF THE COMPANY

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

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


(A) THE COMPANY

     The Company was  incorporated  in the State of Maryland on April 6, 1999 as
Origin Investment Group, Inc. ("Origin"). On December 27, 2001, the Company went
through a reverse  merger  with  International  Wireless,  Inc.  ("International
Wireless").  Thereafter  on January 2, 2002,  the Company  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

                                        4
<PAGE>

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

     On December 7, 2001, the Company held a special meeting of its shareholders
in  accordance  with a filed  Form  DEF 14A  with the  Securities  and  Exchange
Commission  whereby the shareholders voted on withdrawing the Company from being
regulated as a business  development company and thereby no longer be subject to
the Investment Company Act of 1940 and to effect a one-for-nine reverse split of
its total issued and outstanding  common stock. On December 14, 2001 the Company
filed  a Form  N-54C  with  the  Securities  and  Exchange  Commission  formally
notifying its withdrawal from being regulated as a business development company.
The purpose of the withdrawal of the Company from being  regulated as a business
development  company and the one-for-nine  reverse split of its total issued and
outstanding  common  stock was to allow the  Company to merge  with a  potential
business in the future. By withdrawing from its status as a business development
company, the Company chose to be treated as a publicly traded "C" corporation.

     On December 27, 2001,  the Company went through a reverse merger whereby it
acquired all the outstanding  shares of International  Wireless.  Under the said
reverse  merger,  the former  Shareholders  of  International  Wireless ended up
owning a 88.61%  interest in the  Company.  Thereafter  on January 2, 2002,  the
Company  changed  its  name  from  Origin  to our  current  name,  International
Wireless, Inc.

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

     On August  29,  2003,  a change  in  control  of the  Company  occurred  in
conjunction  with naming  Attorney Jerry Gruenbaum of First Union Venture Group,
LLC as attorney of record for the purpose of overseeing  the proper  disposition
of  the  Company  and  its  remaining   assets  and  liabilities  by  any  means
appropriate,  including  settling any and all  liabilities to the U.S.  Internal
Revenue Service and the Commonwealth of Massachusetts' Attorney General's office
for unpaid wages.

     In conjunction  with naming Attorney Jerry Gruenbaum of First Union Venture
Group,  LLC as  attorney  of record  for the  purpose of  overseeing  the proper
disposition of the Company and its remaining assets and liabilities, the Company
issued First Union  Venture  Group,  LLC, a Nevada  Limited  Liability  Company,
Thirty  Million  (30,000,000)  newly issued common shares as  consideration  for
their  services.  In  addition,  the Company  canceled  any and all  outstanding
options,  warrants, and/or debentures not exercised to date. The Company further
nullified any and all salaries,  bonuses,  and benefits including  severance pay
and accrued salaries to Stanley A. Young and Michael Dewar.

                                        5
<PAGE>

     On  November  12,  2003,  the  Company  approved  the  spin-off  of the two
subsidiaries  of the Company and any and all  remaining  assets of the  Company,
including any intellectual  property, to enable the Company to pursue a suitable
merger candidate.  In addition,  the Company approved a 30 to 1 reverse split of
all existing outstanding common shares of the Company.

     On November 15, 2003, a change in control of the Company  occurred  whereby
the Company entered into an Acquisition Agreement to acquire one hundred percent
(100%) of PMI Wireless, Inc., a Delaware corporation with corporate headquarters
located in Cordova, Tennessee. The acquisition, in the form of a reverse merger,
took place on December  1, 2003 for the  aggregate  consideration  of $50,000 in
cash,  all of which  was  paid to the  U.S.  Internal  Revenue  Service  for the
Company's prior  obligations,  plus assumption of the Company's  existing debts,
for 9,938,466 newly issued common shares of the Company.

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

(B) BUSINESS OF THE ISSUER

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

     (1) PMI WIRELESS, INC.

     PMI  Wireless,  Inc. is an emerging  technology  company,  incorporated  in
September  2003,  which plans to deliver  Customer  Premise  Equipment (CPE) for
Broadband  Wireless  Access  Systems in the ISM,  WLL,  MMDS and UNII  frequency
bands.  PMI  expects to provide a reduction  of  build-out  costs for  Broadband
Wireless  Access Systems while  accelerating  the speed of deployment.  PMI also
expects to deliver  next-generation  wireless  services  that  support  expanded
coverage,  seamless global roaming, higher voice quality,  high-speed data and a
full range of broadband multimedia services,  including full motion video, video
conferencing,  and high-speed Internet access.  Additional services are expected
to include on-demand medical imaging, real-time road maps, and anytime, anywhere
video conferencing.

                                        6
<PAGE>

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

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

     (2) MOUND TECHNOLOGIES, INC.

     Mound was incorporated in the state of Nevada in November of 2002, with its
corporate offices located in Springboro, Ohio. Mound is actively involved in the
fabricated  metals  industry  as  well as  property  management.  This  business
includes two divisions and Freedom Products of Ohio ("Freedom"),  a wholly owned
subsidiary.

     The Steel  Fabrication  Division  is  located  in  Springboro,  Ohio.  This
division is a full service  structural and miscellaneous  steel  fabricator.  It
also manufactures  steel stairs and railings,  both industrial and architectural
quality.  The  present  capacity  of the  facility  is  6000  tons  per  year of
structural and  miscellaneous  steel. This division had been previously known as
Mound Steel Corporation which was started at the same location in 1964.

     The Property Management Division is also located in Springboro,  Ohio. This
division  presently owns two properties and manages three other properties,  all
in Ohio,  which  includes  37,000  square feet of light and heavy  manufacturing
buildings  on  approximately  6 acres.  An  additional  33  acres of  industrial
property is managed but not owned, all in Ohio.

     Freedom  is a  wholly  owned  subsidiary  of  Mound.  Freedom  manufactures
products  for the heavy  machinery  industry  and has the ability to do complete
assembly  and testing if  required.  This  includes  machine  bases,  breeching,
pollution  control abatement  fabrications and material  handling  fabrications.
Freedom has the capacity to fabricate  weldments  and  assemblies  up to 50 tons
total weight. Freedom is located in Middletown, Ohio.

     (3) STEEL FABRICATION DIVISION:

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

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

                                        7
<PAGE>

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

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

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

     (4) PROPERTY MANAGEMENT DIVISION:

     The Property Management Division is focused on the ownership and management
of industrial  property,  principally in Ohio. This Division owns two properties
and manages three other  properties,  which include  37,000 square feet of light
and heavy  manufacturing  buildings on  approximately  6 acres. An additional 33
acres of  industrial  property is managed but not owned.  All  properties  owned
and/or managed are in the State of Ohio.

     The real  estate  component  of the Ohio Gross  State  Product  was $33.251
million for 2001.  With the downturn in the economic  climate in the most recent
years,  the  volume of vacant  industrial  space has edged up  slightly.  As the
economy  rebounds,  industrial  construction is expected to improve as companies
begin to occupy  space in existing  buildings.  Increased  construction  is also
expected for growing companies  seeking improved  facilities that include taller
ceilings and other operating features.

     This  Division  faces   competition  from  real  estate  investment  trusts
(REIT's),  which are already among the largest commercial property owners in the
United  States.  With over 300 public and private  REIT's in the United  States,
they have slowly been growing their holdings through acquisitions.  Most REIT's,
however, do not specialize in industrial and office properties.

                                        8
<PAGE>

     (5) FREEDOM PRODUCTS OF OHIO, INC.:

     Freedom Products of Ohio ("Freedom") is a wholly owned subsidiary of Mound.
Freedom  manufactures  products  for the heavy  machinery  industry  and has the
ability to do complete  assembly and testing if required.  This includes machine
bases, breeching, pollution control abatement fabrications and material handling
fabrications.  Freedom has the capacity to fabricate weldments and assemblies up
to 50 tons total weight. Freedom is located in Middletown, Ohio.

     (6)  EMPLOYEES

     As of May 25, 2003, the Company,  including its subsidiaries has forty-five
employees,  consisting of full-time  officers and  in-house-counsel  The Company
believes that our relationship  with our current  employees is good. The Company
is however in dispute with former  employees as to back  salaries and  severance
pay. The Company's  success is dependent,  in part,  upon 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  does not have a stock option
plan for key employees and consultants.

     (7) 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 working capital 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 $809,596  during the year ended
December 31, 2003  resulting  in a deficit  accumulated  during the  development
stage of $9,907,926.  Failure to raise capital or generate revenue in the future
may result in the Company  depleting its available  funds,  being unable to fund
its  investment   pursuits  and  cause  it  to  curtail  or  cease   operations.
Additionally,  even if the  Company  does raise  sufficient  capital or generate
revenue, there can be no assurances that the net proceeds or the revenue will be
sufficient  to enable it to develop  business to a level where it will  generate
profits and cash flows from operations.


ITEM 2.   PROPERTIES

     The  Company's  executive  offices  are  located  at 25 Mound  Park  Drive,
Springboro,  Ohio which is the office of Mound Technologies,  Inc. the operating
subsidiary  of the  Company.  The  Company  does  not  pay  any  rent  to  Mound
Technologies,  Inc.  for the space it  utilizes  and shares  with  Mound.  Mound
Technologies pays rent for the entire manufacturing  facility and general office
space.


ITEM 3.   LEGAL PROCEEDINGS

     On  November  20,  2001 a judgment  in the amount of  $10,497  was  entered
against  the  Company,  and Omar A. Rizvi,  the former  Chairman of the Board of
Directors of Origin, by the Labor Commissioner in the State of California for

                                        9
<PAGE>

past wages,  interest and penalties owed to a former employee of the Company who
alleged to have performed  paralegal and bookkeeping  services in California for
Origin. To date the judgment has not been paid.

     In  December,  2002 the Company was sued by Greg  Laborde in U.S.  District
Court for the  District  of New  Jersey for Breach of  Employment  Contract  and
Defamation  seeking monetary damages  including  additional stocks and warrants.
The Company has settled the dispute in May 2004 for 170,000  newly issued shares
of the Company.

     On  February  20,  2003 a judgment  in the amount of  $28,750  was  entered
against  the  Company  for unpaid  rent on behalf of Graham  Paxton,  the former
President  and CEO of the Company as part of his employee  benefit plan. To date
the judgment has not been paid.

     On March 20, 2003 a judgment  in the amount of $2,000 was  entered  against
the Company by Beyond  Words  Communication,  Inc.  for prior  unpaid  marketing
services rendered to the Company. To date the judgment has not been paid.

     On March 31, 2003 a judgment  in the amount of $99,090 was entered  against
the  Company for breach of  contract  for non  payment of rent on the  Company's
former office  facility in Woburn,  Massachusetts.  To date the judgment has not
been paid.

     In  May,  2003  certain  former   employees   filed   complaints  with  the
Commonwealth of Massachusetts  Attorney General's office for unpaid salaries and
accrued vacation pay. In accordance with Company's  records,  the Company owes a
total of  approximately  $73,000  for back  fees,  gross  salaries  and  accrued
vacation.  From its records,  which the employees dispute,  the Company owes the
following  to  individuals  who filed a complaint  with the  Attorney  General's
Office:
<TABLE>
<S>                                <C>
Thomas C. Antognini                $12,273.03
John Poupolo                       $14,344.44
James K. Levinger                  $11,454.31
Tom Gosselin                       $ 5,332.40
                                   ----------
   Total                           $41,404.18
                                   ==========
</TABLE>

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

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

                                       10
<PAGE>

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

     On August 29,  2003,  a majority of the  shareholders  of record by special
meeting of the  shareholders  approved  a change in  control  of the  Company in
conjunction  with naming  Attorney Jerry Gruenbaum of First Union Venture Group,
LLC as attorney of record for the purpose of overseeing  the proper  disposition
of  the  Company  and  its  remaining   assets  and  liabilities  by  any  means
appropriate,  including  settling any and all  liabilities to the U.S.  Internal
Revenue Service and the Commonwealth of Massachusetts' Attorney General's office
for unpaid wages.

     In conjunction  with naming Attorney Jerry Gruenbaum of First Union Venture
Group, LLC as attorney of record,  the Company issued First Union Venture Group,
LLC, a Nevada  Limited  Liability  Company,  Thirty Million  (30,000,000)  newly
issued common  shares as  consideration  for their  services.  In addition,  the
Company canceled any and all outstanding  options,  warrants,  and/or debentures
not  exercised to date.  The Company  further  nullified  any and all  salaries,
bonuses, and benefits including severance pay and accrued salaries of Stanley A.
Young and Michael Dewar.

     On November 12, 2003, at a Special meeting of the Shareholders,  a majority
of the  Shareholders of the Company being present,  approved the spin-off of the
two  subsidiaries  of the  registrant  and any and all  remaining  assets of the
registrant,  including any  intellectual  property,  to enable the registrant to
pursue a suitable merger candidate. Also approved was a 30 to 1 reverse split of
all existing outstanding common shares of the corporation.

     On November 15, 2003, a change in control of the Company  occurred  whereby
the Company entered into a reverse merger  Acquisition  Agreement to acquire one
hundred  percent  (100%) of PMI  Wireless,  Inc.,  a Delaware  corporation  with
corporate  headquarters  located in Cordova,  Tennessee.  The acquisition,  took
place on December 1, 2003 for the  aggregate  consideration  of $50,000 in cash,
all of which was paid to the U.S.  Internal  Revenue  Service for the  Company's
prior  obligations,  plus  assumption  of  the  Company's  existing  debts,  for
9,938,466 common shares of the Company.


                                     PART II

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

     The Company common stock is currently trading on the Pink Sheet as a result
of its failure to timely file its required annual and quarterly reports which it
is now  correcting.  The Company was formed on April 6, 1999. In April 1999, the
Company's  common  stock had been listed for trading on the OTC  Bulletin  Board
under the symbol "OGNI." The trading  market for the Company's  stock is limited
and  sporadic and should not be deemed to  constitute  an  "established  trading
market".  In connection  with the change of the Company's name to  International
Wireless,  Inc., the Company's  symbol was changed to "IWIN" on January 2, 2002.
As a result of the 30-1 reverse split of the shares  outstanding,  the Company's
symbol was changed to "IWLJ.PK" on November 12, 2003.

                                       11
<PAGE>

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

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

FISCAL YEAR ENDED DECEMBER 31, 2002
<S>                                               <C>           <C>
First  Quarter                                    3.25          2.60
Second  Quarter                                   1.42          1.10
Third  Quarter                                    0.45          0.33
Fourth  Quarter                                   0.15          0.14

FISCAL YEAR ENDING DECEMBER 31, 2003

First  Quarter                                    0.04          0.04
Second  Quarter                                   0.02          0.02
Third  Quarter                                    0.02          0.02
Fourth  Quarter                                   5.00          5.00
</TABLE>

     The closing bid price for the common  stock as reported by the OTC Bulletin
Board on May 25, 2004 was $4.00.

     As of May 25, 2004, there were  approximately  557 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,
or the  thirty-for-one  reverse split of the total issued and outstanding common
stock of the Company that took place November 12, 2003:

                                       12
<PAGE>

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

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

     On May 8, 2000 the Company  offered to sell and on May 24,  2000  completed
the sale of 142,000  units to private  accredited  investors for an aggregate of
$106,500 or $0.75 per unit.  We received net  proceeds  totaling  $96,500  after
payment of a 10% finder's  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  when it reached  $2,650,000.  The use of proceeds was  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

                                       13
<PAGE>

this  exchange,  we issued  324,999 shares of common stock for $243,750 or $0.75
per share along with 324,999  Common Stock Purchase  Warrants.  The warrants are
exercisable for a period of five years.  The common stock was free trading based
on filing an  offering  circular  pursuant  to Rule 604 of  Regulation  E of the
Securities  Act. No shares  underlying  the Common Stock  Purchase  Warrants are
restricted from resale pursuant to Rule 144 of the Act.  Proceeds  received from
the sale were used for working capital  purposes and payment of the break up fee
paid to Encore/Sigma.

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

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

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

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

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

     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.

                                       14
<PAGE>

     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-K,  One investor had purchased  1,500,000 of these shares for an
aggregate purchase price of $30,000.

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

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

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

     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

                                       15
<PAGE>

Securities Act of 1933. The offering was done pursuant to Rule 606 of Regulation
E.

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

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

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

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

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

     On October 12, 2001 the Company sold 375,000 shares of 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.

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

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

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

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

                                       16
<PAGE>

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

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

     During the year ended  December 31, 2003 the Company  issued 220,080 shares
of the Company's  common stock to a consultant for services  provided at a price
of $0.15 per share. Stock based compensation  expense of $34,555 was recorded in
connection with this issuance.

     During the year ended  December 31, 2003 the Company  issued 500,000 shares
of common stock as payment of a loan payable to a related party. The shares were
valued at $0.01 per share and the outstanding loan was reduced by $50,000.

     During the year ended  December  31,  2003,  70,000  shares  were issued in
connection  with the  exercise  of  70,000  non-qualified  stock  options  at an
exercise price of $0.01 per share. Total proceeds were $7,000.

     During the year ended December 31, 2003, the company  received  proceeds of
$219,125  from the sale of 2,191,250  shares of its common stock under a private
placement at $0.10 per share.

     During the year ended  December 31, 2003, the Company issued 268,000 shares
to private  placement  holders who had  subscribed  to the private  placement at
higher  prices.  The  effect of this  additional  issuance  was to reduce  these
holders' purchase price basis to $0.10 per share.

     In August,  the Board of Directors issued  30,000,000 shares to First Union
Venture Group, LLC as consideration  for their  performance of duties related to
finalizing the Company's affairs.

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


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

     The following discussion and analysis provides certain  information,  which
the Company's management believes is relevant to an assessment and understanding
of the  Company's  results of operations  and  financial  condition for the year
ended  December  31,  2003.  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 working capital deficit that raises  substantial doubt about our Company's
ability to continue as a going concern.

                                       17
<PAGE>

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

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

     The Company was  incorporated  in the State of Maryland on April 6, 1999 as
Origin Investment Group, Inc. ("Origin"). On December 27, 2001, the Company went
through a reverse  merger  whereby it  acquired  all the  outstanding  shares of
International Wireless, Inc. ("International Wireless").  Under the said reverse
merger,  the former  Shareholders of  International  Wireless ended up owning an
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.

                                       18
<PAGE>

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 2002 fiscal year, the
Company  entered into a  definitive  share  exchange  agreement  and  investment
agreement with Vivocom, Inc., a San Jose, California based software company that
had developed a proprietary all media  switching  system which enables all forms
of data to be sent over a single IP channel. The Company intended on investing a
minimum of three  million two hundred and fifty  thousand  dollars  ($3,250,000)
within Vivocom over several months. Due to the Company's inability to raise this
money, the share exchange never took place and the agreement terminated.

     On December 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. The historical  financial  statements prior to December 27, 2001
are those of International Wireless, Inc. the Delaware corporation.

     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. As a result
of this transaction,  Mitigo became a wholly-owned subsidiary of the Company. On
November  12,  2003  Mitigo was spun out as a separate  company to the  existing
shareholders at that time.

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

     On August  29,  2003,  a change  in  control  of the  Company  occurred  in
conjunction  with naming  Attorney Jerry Gruenbaum of First Union Venture Group,
LLC as attorney of record for the purpose of overseeing  the proper  disposition
of the Company and its remaining assets and liabilities by any means appropriate
including  settling any and all liabilities to the U.S. Internal Revenue Service
and the  Commonwealth of  Massachusetts'  Attorney  General's  office for unpaid
wages.

     In conjunction  with naming Attorney Jerry Gruenbaum of First Union Venture
Group,  LLC as  attorney  of record  for the  purpose of  overseeing  the proper
disposition of the Company and its remaining assets and liabilities, the Company
issued First Union  Venture  Group,  LLC, a Nevada  Limited  Liability  Company,
Thirty  Million  (30,000,000)  newly issued common shares as  consideration  for
their  services.  In  addition,  the Company  canceled  any and all  outstanding
options,  warrants, and/or debentures not exercised to date. The Company further
nullified any and all salaries,  bonuses,  and benefits including  severance pay
and accrued salaries to Stanley A. Young and Michael Dewar.

                                       19
<PAGE>

     On  November  12,  2003,  the  Company  approved  the  spin-off  of the two
subsidiaries  of the  Company  and any and all  remaining  assets of the Company
including any intellectual  property, to enable the Company to pursue a suitable
merger candidate.  In addition,  the Company approved a 30 to 1 reverse split of
all existing outstanding common shares of the Company.

     On November 15, 2003, a change in control of the Company  occurred  whereby
the Company entered into an Acquisition Agreement to acquire one hundred percent
(100%) of PMI Wireless, Inc., a Delaware corporation with corporate headquarters
located in Cordova, Tennessee. The acquisition, in the form of a reverse merger,
took place on December  1, 2003 for the  aggregate  consideration  of $50,000 in
cash,  all of which  was  paid to the  U.S.  Internal  Revenue  Service  for the
Company's prior  obligations,  plus assumption of the Company's  existing debts,
for 9,938,466 newly issued common shares of the Company.

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


RESULT OF OPERATIONS FOR FISCAL YEARS ENDED 2003 AND 2002

     We are a Development Stage Company, and had no revenues for the fiscal year
ended  December 31, 2003.  Our net loss for the year ended December 31, 2003 was
$809,596.

     On  December  10,  2003,  the  Company  acquired  100%  of the  issued  and
outstanding  stock  of  Mound  Technologies,  Inc.  ("Mound")  for an  aggregate
purchase price of 1,256,000  newly issued shares of the Company's  common stock.
Mound,  a Nevada  corporation,  is a steel  fabricator  meeting  industrial  and
architectural  standards for  commercial  buildings.  The  acquisition  is being
accounted for as a purchase under SFAS No. 141, Business Combinations. Since the
acquisition  occurred on December  10, 2003,  it was  included in the  Company's
financial statements as an investment in Mound and its financials were not fully
consolidated  into the Company's  financial  statements on an item by item basis
since the period of inclusion was not deemed significant.

     Mound's  condensed  results of operations  for the year ended  December 31,
2003 was as follows:
<TABLE>
         <S>                                                       <C>
         Net sales                                                 $  4,428,836
         Cost and expenses
           Cost of good sold                                          4,055,404
           Selling, general and administrative expenses               1,281,975
           Depreciation and amortization                                 64,400
                                                                    ------------
                 Total Cash and Expenses                              5,401,779
                                                                    ------------
           Operating loss                                              (972,943)
              Non-operating expenses                                   (537,507)
                                                                    ------------

                 Net Loss                                           $(1,510,450)
                                                                    ============
</TABLE>

                                       20
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     We are  seeking  to raise up to $10  million  of  additional  capital  from
private investors and institutional  money managers in the next few months,  but
there can be no assurance  that we will be successful in doing so. If we are not
successful in raising any of this additional capital, our current cash resources
may not sufficient to fund our current  operations.  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 2003 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 the Company  adopted during 2003.  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.

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

                                       21
<PAGE>
ITEM 7. FINANCIAL STATEMENTS


                  International Wireless, Inc. and Subsidiaries

                        Consolidated Financial Statements
                                December 31, 2003


                                       22
<PAGE>

Contents
--------------------------------------------------------------------------------

Independent Auditors' Report                                        Page     F 1

Consolidated Balance Sheet                                                   F 2
Consolidated Statement of Stockholders' Deficit                              F 3

Notes to Consolidated Financial Statements                                   F 5


                                       23
<PAGE>
                              MEYLER & COMPANY, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748


                          Independent Auditors' Report

To the Board of Directors
International Wireless, Inc.
Springboro, Ohio

We have audited the  accompanying  consolidated  balance sheet of  International
Wireless,  Inc.  and  subsidiaries  as of  December  31,  2003  and the  related
consolidated  statement of stockholders'  deficit 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  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 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, 2003 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 A to the
consolidated financial statements, the Company has a negative working capital of
$704,512 and there are existing  uncertain  conditions  which the Company  faces
relative to its obtaining capital in the equity markets.  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 A. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

                                                           Meyler & Company, LLC


Middletown, NJ
April 11, 2004

                                       F1
<PAGE>

<TABLE>
<CAPTION>
                  INTERNATIONAL WIRELESS, INC. AND SUBISDIARIES

                           CONSOLIDATED BALANCE SHEET
                                December 31, 2003

                                     ASSETS

<S>                                                                   <C>
Investment in Mound Technologies, Inc.                                $  12,560
                                                                      =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Bank overdraft                                                     $   4,625
   Accounts payable                                                     427,228
   Notes payable to related parties                                      77,188
   Accrued salaries                                                      73,242
   Note payable to vendors                                               15,000
   Accrued payroll taxes                                                 71,103
   Accrued income taxes                                                  36,126
                                                                      ---------
      Total Current Liabilities                                         704,512

STOCKHOLDERS'DEFICIT
   Preferred stock $.001 par value, 5,000,000 shares
     authorized, none issued and
outstanding
   Common stock, $0.001 par value,
     100,000,000 shares authorized;
     13,077,758 at December 31, 2003                                     13,077
   Paid-in-capital                                                       11,304
    Accumulated deficit                                                (716,333)
                                                                      ---------

STOCKHOLDERS' DEFICIT                                                  (691,952)
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                           $  12,560
                                                                      =========
</TABLE>

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

                                       F2
<PAGE>
<TABLE>

                  INTERNATIONAL WIRELESS, INC. AND SUBISDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      For the Year Ended December 31, 2003

                                       Capital Stock             Additional
                              ---------------------------        Paid - In        Accumulated
                                 Shares           Capital         Capital           Deficit          Total
                              -------------------------------------------------------------------------------
<S>                           <C>                <C>             <C>             <C>             <C>
Balance December 31,
  2002                        23,249,442         $209,245        $8,612,489      $(9,098,330)    $  (276,596)
Issuance of stock in
private placement at
$0.10 per share                1,166,250           10,497           106,128                          116,625
Issuance of stock for
 the exercise of non-
 qualified stock options
 at $0.01 per share               70,000              630             6,370                            7,000
Issuance of stock to
 consultants for services
 provided at $0.15 per
 share                           220,080            1,981            32,574                           34,555
Issuance of stock for
  loan conversion at
  $0.10 per share                500,000            4,500            45,500                           50,000
Issuance of stock for
  adjustments in private
  placement                      268,000            2,411            (2,411)
Issuance of stock for loan
  conversion at $0.10 per
  share                        1,000,000            9,000            91,000                          100,000
Issuance of stock in
  private placement at
  $0.10 per share                 25,000              225             2,275                            2,500
Issuance of stock to
  investment banker as
  fee to finalize company
  affairs                     30,000,000          270,000          (270,000)
Net loss for the year
  ended December
  31, 2003                                                                        (  809,596)       (809,596)
                              ----------         --------        ----------       ----------        --------
          Subtotal            56,498,772          508,489         8,623,925       (9,907,926)       (775,512)

Reverse Merger:
  Revenue 30 to 1
    stock split, par
    value increases to
    $0.28 per share           54,615,480
  Adjustment of par
    value to $0.001 to
    recapitalize com-
    pany                                         (506,606)          506,606
                              ----------         --------         ---------       ----------        --------
          Subtotal             1,883,292            1,883         9,130,531       (9,907,926)       (775,512)

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

                                       F3
<PAGE>
<TABLE>
<CAPTION>
                  INTERNATIONAL WIRELESS, INC. AND SUBISDIARIES

           CONSOLIDATED STATEMENT OF STOCKHOLDERS'  DEFICIT  (CONTINUED) For the
                      Year Ended December 31, 2003


                                   Capital Stock                Additional
                           ----------------------------         Paid - In      Accumulated
                             Shares             Capital          Capital         Deficit            Total
                           ---------------------------------------------------------------------------------
<S>                        <C>    <C>           <C>            <C>             <C>                <C>
Balance carried forward     1,883,292             1,883         9,130,531      (9,907,926)         (775,512)

Issuance of common
  stock to PMI Wireless,
    Inc.                    9,938,466             9,938            61,062                            71,000
Issuance of common
  stock to acquire Mound
  Technologies, Inc.        1,256,000             1,256            11,304                            12,560
Recapitalization of
  accumulated deficit
  in Reverse Merger                                            (9,191,593)      9,191,593

Balance, December
  31, 2003                 13,077,758           $13,077        $   11,304        (716,333)        $(691,952)

</TABLE>

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


                                       F4
<PAGE>

                  INTERNATIONAL WIRELESS, INC. AND SUBISDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATMENTS
                                December 31, 2003

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

          The Company and Nature of Business

          International  Wireless,  Inc. a Maryland  corporation  was previously
          involved with the  development of wireless  technology and acquisition
          of companies  developing  wireless  technology  for cell  phones.  The
          Company,  after  finding  it  difficult  to  obtain  capital  for  its
          development efforts, ceased operation in 2003.

          Reverse Merger

          On December 1, 2003, PMI Wireless,  Inc., a private company,  acquired
          9,938,466  shares of  International  Wireless,  Inc.  common stock for
          $50,000 cash and the assumption of the Company's liabilities,  thereby
          obtaining  control of the company.  Subsequent to the merger and prior
          to December 31, 2003, an additional  $21,000 was invested to liquidate
          liabilities. Simultaneously, the Company authorized a 30 for 1 reverse
          split.  Subsequent to this split, PMI Wireless, Inc. controlled 84% of
          the  outstanding  common  stock of the  Company.  As a  result  of the
          reverse merger, PMI Wireless, inc. became a wholly owned subsidiary of
          the Company. Prior to the merger,  International  Wireless, Inc. was a
          non-operating  shell corporation.  Pursuant to Securities and Exchange
          Commission  rules,  the  merger of a private  operating  company  (PMI
          Wireless,  Inc.) into a non-operating  public shell  corporation  with
          nominal net assets  (International  Wireless,  Inc.) is  considered  a
          capital transaction.  Accordingly, for accounting purposes, the merger
          has been  treated  as an  acquisition  of PMI  Wireless,  Inc.  by the
          Company and a recapitalization  of the Company.  Since the merger is a
          recapitalization  of  the  Company  and  not a  business  combination,
          pro-forma information is not presented.

          Going Concern Uncertainty and Management's Plans

          As reflected in the accompanying financial statements, the Company has
          liabilities  of  704,512  and no  current  assets.  It has a  negative
          stockholder's  equity of  $691,952.  Management's  plans  include  the
          raising of capital and  acquiring  other  companies.  On December  10,
          2003,  the Company  acquired Mound  Technologies,  Inc.  ("Mound"),  a
          structural steel fabricator. (See Note C to the financial statements.)
          Failure to raise capital or generate sufficient revenues through Mound
          will cause the Company to further increase its  liabilities,  negative
          working capital and negative stockholders' equity ultimately resulting
          in  curtailment or ceasing of  operations.  Additionally,  even if the
          Company does raise sufficient  capital or generate  sufficient revenue
          through Mound, 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.

NOTE B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect the amounts  reported in the  financial
          statements and  accompanying  notes.  Actual results could differ from
          those estimates.


                                       F5
<PAGE>

                  INTERNATIONAL WIRELESS, INC. AND SUBISDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATMENTS
                                December 31, 2003

NOTE B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Cash and Cash Equivalents

          The company considers all highly-liquid  investments,  with a maturity
          of three months or less when purchased, to be cash equivalents.

          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 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.

          Consolidated Financial Statements

          The  consolidated  financial  statements  include  the Company and its
          investment in Mound  Technologies,  Inc. of $12,560 which was acquired
          on December  10,  2003.  The assets and  liabilities  acquired and the
          results  of  operations  have not been  included  in the  accompanying
          financial  statements  since the  period of  inclusion  is not  deemed
          significant.

          Business Combinations and Goodwill

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

          In July  2001,  the FASB  issued  SFAS NO.  142,  "Goodwill  and Other
          Intangible  Assets",  which the company  adopted during 2003. 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

                                       F6
<PAGE>

                  INTERNATIONAL WIRELESS, INC. AND SUBISDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATMENTS
                                December 31, 2003


NOTE B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Business Combinations and Goodwill (Continued)

          by requiring that discontinued operations no longer be recognized in 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.

NOTE C - ACQUISITION OF MOUND TECHNOLOGIES

          On December  10,  2003,  the Company  acquired  100% of the issued and
          outstanding  stock  of  Mound  Technologies,  Inc.  ("Mound")  for  an
          aggregate  purchase price of 1,256,000  shares of the Company's common
          stock to be  issued to the  stockholders  of  Mound.  Mound,  a Nevada
          corporation,   is  a   steel   fabricator   meeting   industrial   and
          architectural  standards for commercial buildings.  The acquisition is
          being  accounted  for as a  purchase  under  SFAS  No.  141,  Business
          Combinations. Since the acquisition occurred on December 10, 2003, its
          operations  have  not  been  included  in the  accompanying  financial
          statements since the period of inclusion was not deemed significant.

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

          Condensed  results of operations  for the year ended December 31, 2003
          of Mound are as follows:

            Net sales                                                       $ 4,428,836
            Cost and expenses
              Cost of good sold                                               4,055,404
              Selling, general and administrative expenses                    1,281,975
              Depreciation and amortization                                      64,400
                                                                            -----------
                        Total Cash and Expenses                               5,401,779
                                                                            -----------
            Operating loss                                                     (972,943)
            Non-operating expenses                                             (537,507)
                                                                            -----------

                        Net Loss                                            $(1,510,450)
                                                                            ===========
            Pro forma:
              Earnings per share (basic and diluted)                        $     (0.80)
                                                                            ===========
                Average shares outstanding, after reverse split               1,891,367
                                                                            ===========
</TABLE>

                                       F7
<PAGE>

                  INTERNATIONAL WIRELESS, INC. AND SUBISDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATMENTS
                                December 31, 2003


NOTE D -  NOTES PAYABLE TO RELATED PARTIES

          In 2002, a former President of International Wireless, Inc. loaned the
          Company $125,545 including interest. During the first quarter of 2003,
          he agreed to  convert  $50,000 of this debt into  common  stock of the
          Company.  The  balance  remaining  at  December  31,  2003 is  $77,188
          including interest.

NOTE E -  STOCKHOLDERS' DEFICIT

          PRE-STOCK  SPLIT AND REVERSE  MERGER (See  Consolidated  Statement  of
          Stockholders' Deficit)

          During  the three  months  ended  March 31,  2003 the  Company  issued
          220,080  shares of the  Company's  common  stock to a  consultant  for
          services  provided  at  a  price  of  $0.15  per  share.  Stock  based
          compensation  expense of $34,555 was recorded in connection  with this
          issuance.

          During  the three  months  ended  March 31,  2003 the  Company  issued
          500,000  shares of common  stock as  payment  of a loan  payable  to a
          related  party.  The  shares  were  valued  at $0.01 per share and the
          outstanding loan was reduced by $50,000.

          During the three  months  ended  March 31,  2003,  70,000  shares were
          issued in connection with the exercise of 70,000  non-qualified  stock
          options at an exercise  price of $0.01 per share.  Total proceeds were
          $7,000.

          During the three  months ended March 31,  2003,  the company  received
          proceeds of $219,125  from the sale of 2,191,250  shares of its common
          stock under a private placement at $0.10 per share.

          During the nine months ended  September 30, 2003,  the Company  issued
          268,000 shares to private  placement holders had who had subscribed to
          the private placement at higher prices.  The effect of this additional
          issuance was to reduce these  holder's  purchase  price basis to $0.10
          per share.

          In August 2003,  the Board of Directors  authorized an increase of the
          Company's authorized shares from 50,000,000 to a maximum authorized of
          100,000,000 shares and cancelled all outstanding options, warrants and
          private placement offerings. The shareholders ratified the increase at
          an August 29, 2003 shareholders' meeting.

          In August,  the Board of Directors issued  30,000,000  shares to First
          Union Venture Group,  LLC as  consideration  for their  performance of
          duties related to finalizing the Company's affairs.

          Reverse Merger

          On December 1, 2003,  the Company  reverse  merged with PMF  Wireless,
          Inc.,  effected a 30 for 1 reverse split,  readjusted the par value of
          its common stock and simultaneously  changed its name to International
          Wireless,  Inc.  See  Note A to the  Financial  Statements  -  reverse
          Merger. In connection with the reverse merger, 9,938,466 shares of the
          company's  common  stock  were  issued  for  $50,000  in cash  and the
          assumption of liabilities.

          On December  10, 2003,  the Company  issued  $1,256,000  shares of its
          common  stock,  at a value  of  $0.01  per  share,  to  acquire  Mound
          Technologies, Inc.


                                       F8
<PAGE>

                  INTERNATIONAL WIRELESS, INC. AND SUBISDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATMENTS
                                December 31, 2003


NOTE F - LITIGATION

          On November  20, 2001, a judgment in the amount of $10,497 was entered
          against  the Company  and Omar A.  Rizvi,  the former  Chairman of the
          Board of Directors of Origin (a predecessor  company of  International
          Wireless,  Inc.), by the Labor Commissioner in the State of California
          for past wages,  interest and penalties  owed to a former  employee of
          the Company who claimed to have  performed  paralegal and  bookkeeping
          services in California for Origin. To date, this judgment has not been
          paid.

          In  December  2002,  the  Company  was  sued by Greg  Laborde  in U.S.
          District Court for the District of New Jersey for Breach of Employment
          Contract and  Defamation.  The suit seeks monetary  damages  including
          additional stocks and warrants.  The Company, in response, has filed a
          counter-claim  against Mr.  Laborde  seeking  damages  relating to his
          transaction  selling Origin Investment  Group,  Inc., to International
          Wireless in its reverse merger in January 2002.  The company  believes
          the claim is without merit and has adequate defenses.

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

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

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

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

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

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

                                       F9

<PAGE>

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,  2003.  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.

                                       32
<PAGE>

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

Trent Sommerville               36        Chief Executive officer and
                                          Chairman of the Board and Director

Jerry Gruenbaum                 48        Secretary, General Counsel
                                          and Director

Dr. Kenneth B. Farris 45 Director

Jeff Brandeis                   49        President

Craig A. Pietruszewski          42        Chief Financial Officer

Dr. Ira W. Weiss                56        Chairman of the Board (resigned
                                          August 29, 2003)

Stanley A. Young                77        Director (resigned August 29,
                                          2003)

Michael Dewar                   28        Chief Financial Officer and
                                          Director (resigned August 29,
                                          2003)

Adam Young                      41        Director (resigned April 2003)

John B. Kelly                   69        Director (resigned August 29,
                                          2003)

Christien A. Ducker             52        President and Director
                                          (resigned April 2003)


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

     TRENT  SOMMERVILLE  was  elected  as  Director,  Chairman  of the Board and
appointed  as Chief  Executive  Officer in  December  1, 2003.  Mr.  Sommerville
attended  Perkingston College. Mr. Sommerville worked at Anjet where he obtained
a NASD  series 63 license.  Following  his  experience  there,  Mr.  Sommerville
started IGE Capital where he has been actively  involved in many venture capital
opportunities including FYBX Corporation,  Cyber Operations, WayCool 3D, and PMI
Wireless.

     JERRY  GRUENBAUM,  ESQ., is the Corporate  Secretary,  General  Counsel and
member of the Board of Directors.  He was  appointed as Corporate  Secretary and
General  Counsel in December  2001 and was elected to the board on November  12,
2003. He has been admitted to practice law since 1979 and is a licensed attorney
in various  states  including  the State of  Connecticut  where he maintains his
practice as a member of SEC  Attorneys,  LLC,  specializing  in Securities  Law,
Mergers and Acquisitions, Corporate Law, Tax Law, International Law and

                                       33
<PAGE>

Franchise Law. He is the CEO of a licensed brokerage firm in New York City where
he maintains a Series 7, 24, 27 and 63 licenses.  He is a former  President  and
Chairman of the Board of Directors of a  multinational  publicly-traded  company
with  operations  in  Hong  Kong  and the  Netherlands.  He  worked  for the tax
departments  for Peat  Marwick  Mitchell & Co. (now KPMG Peat  Marwick  LLP) and
Arthur  Anderson & Co. (now Arthur  Anderson  LLP).  He has served as Compliance
Director for CIGNA  Securities,  a division of CIGNA Insurance.  He has lectured
and taught at various Universities  throughout the United States in the areas of
Industrial and financial  Accounting,  taxation,  business law, and investments.
Attorney Gruenbaum graduated with a B.S. degree from Brooklyn College - C.U.N.Y.
Brooklyn, New York; has a M.S. degree in Accounting from Northeastern University
Graduate School of Professional Accounting,  Boston,  Massachusetts;  has a J.D.
degree  from   Western  New  England   College   School  of  Law,   Springfield,
Massachusetts;  and an LL.M.  in Tax Law from the  University of Miami School of
Law, Coral Gables, Florida.

     DR. KENNETH B. FARRIS was appointed a director of the Company on January 8,
2004. Dr. Farris,  a resident of New Orleans,  Louisiana is a graduate of Tulane
University's  School of  Medicine  where he  received  his MD and MPH degrees in
1975. He is a graduate of  Carnegie-Mellon  University  where he received his BS
degree in 1971. Dr. Farris is board certified in Pathology. He has been teaching
at Tulane  University  School  of  Medicine  since  1975  where he has  received
numerous awards for outstanding teaching. Since 1991 he has held the position of
Clinical  Associate  Professor,  Department of Pathology and Clinical  Associate
Professor Department of Pediatrics. In addition, Dr Ferris holds the position of
Director of Pathology at West Jefferson  Medical  Center in Marrero,  Louisiana,
and Medical Director,  Laboratory at Pendleton Memorial Methodist Hospital.  Dr.
Farris is a member of various medical  societies and has published  extensively.
Among his many accomplishments in his field, as of 1982 he holds the position of
Laboratory   Accreditation   Program  Inspector  for  the  College  of  American
Pathologists.  He is a founding  member and past  President  of the  Greater New
Orleans Pathology Society.  He is currently a Delegate to the House of Delegates
to the American Medical  Association.  He has held various  positions  including
past  President,  Speaker  to the  House of  Delegates,  member  of the Board of
Governors  and a current  Delegate to the House of  Delegates  to the  Louisiana
State Medical  Society.  He has held the position of President,  Vice President,
Secretary and  Treasurer  for the Tulane  Medical  Alumni  Association.  He is a
former Drug Control Crew Chief to the United States Olympic Committee.

     JEFF BRANDEIS was appointed President of the Company on April 20, 2004. Mr.
Brandeis, a resident of Oldsmar, Florida, is a graduate of Baruch College in New
York City with a BBA degree, and a graduate of Long Island University - CW Post,
in New York with a MBA  degree in  Taxation.  Mr.  Brandeis  worked  five  years
combined at KPMG Peat Marwick, LLP and Hertz Herson CPA's, a midsize CPA firm in
New York City in their tax  departments.  Over the past twenty 20 years,  he has
had a very successful  career in sales and sales  management for a multi billion
dollar corporation.  He has extensive  experience managing and directing a sales
staff that sold tax software,  Engagement software,  Practice Management,  along
with  other  financial   accounting   tools  to  major   Accounting   firms  and
corporations.  This includes not only managing  their  activities,  but includes
budgeting, forecasting, planning, compensation plans.

                                       34
<PAGE>

     CRAIG A. PIETRUSZEWSKI was appointed Chief Financial Officer of the Company
on April 20, 2004. Mr. Pietruszewski,  a resident of Glen Allen,  Virginia, is a
graduate of the University of North Dakota with a BSBA degree in Accounting.  He
holds  a  license  as a  Certified  Public  Accountant  and is a  member  of the
Minnesota Society of CPA's. From 1985 to 1991, he worked in the audit department
for KPMG Peat Marwick,  LLP,  ultimately  managing audits primarily of insurance
and manufacturing  companies.  In 1991, he joined the W. R. Berkley  Corporation
("Berkley"), where for eleven years he served as the Chief Financial Officer for
several  different  companies  within Berkley's  regional  property and casualty
group.  From  1991 to 1997,  he worked as the CFO for  American  West  Insurance
Company. From 1997 to 1999, he worked for the Presque Isle Insurance Division, a
start-up property and casualty insurance operation. From 1999 to 2002, he served
as the CFO of Berkley's  Mid-Atlantic  Group of Companies,  participating in the
reorganization  and restructuring of this group of four  organizations  that had
been previously run by separate management. Most recently in 2002, he joined The
Reciprocal Group as CFO in their malpractice insurance operations.

     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 assumed the
position as Chairman of the Board from April 8, 2002 until  August 29, 2003 when
he submitted his resignation. Since 1994, he has been the Dean of the College of
Business  Administration  of Northeastern  University in Boston,  Massachusetts.
From January 1992 to July 1994,  Dr. Weiss was the Dean of the Madrid  School of
Business, an education institution affiliated with the University of Houston, in
Madrid Spain.  From 1989 to 1991, Dr. Weiss was the Vice President and Associate
Chancellor of  Information  Technology at the  University of Houston.  Dr. Weiss
holds a PhD with  Distinction  from the  Graduate  School of  Management  of the
University of California  and has lectured and published  widely in the areas of
management and information systems.

     STANLEY A. YOUNG was appointed The Chief Executive Officer and the Chairman
of the Board of  Directors of the Company in January 2002 as part of the reverse
merger with International Wireless, Inc. He resigned his position as Chairman of
the  Board  on April 8,  2002 and as a  Director  on  August  29,  2003  when he
submitted his resignation.  Mr. Young is a co-founder of International Wireless,
Inc. He is an accomplished entrepreneur and venture capitalist who over the past
40 years has founded,  financed,  and directed  many  successful  companies in a
variety of industries. In 1996, Mr. Young was instrumental in the successful IPO
of Compressent  Corporation and, in early 1997,  successfully  brought out SEEC,
Inc.  through  H.C.  Wainwright.  In 1994,  he played a major role in the IPO of
Andyne Computing,  a developer of precision  support software for end-users.  In
1990, as a director of Jet Form,  Inc., he helped the company  secure  financing
and go public in 1993. In 1985, Mr. Young  restructured and provided $700,000 of
new capital to a small, insolvent garment manufacturer.  Nutmeg Mills Industries
went on to design  and  manufacture  a popular  line of  apparel  with  valuable
licensing rights from colleges and professional  sports franchises.  The company
went public  within a year of Mr.  Young's  involvement  at a  valuation  of $16
million,  besting even Microsoft's IPO performance that year. In 1991, Dow Jones
recognized  Nutmeg as the second best NYSE stock.  In 1994,  Nutmeg was acquired
for $350 million.  Also in 1985,  Mr. Young invested the seed money and became a
Director of Parametric Technology,  a developer of CAD/CAM software. The company
went public with Alex Brown in 1989 and today possesses a $1 billion market cap.

                                       35
<PAGE>

     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 until August 29, 2003 when he submitted his resignation. 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.

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

     JOHN B. KELLY was  appointed  to the Board of  Directors  in April 2002 and
served in that position until August 29, 2003 when he submitted his resignation.
Mr. Kelly is currently a principal at Reid Eddison  Inc., a Canadian  technology
mentoring  company.  Throughout his career,  Mr. Kelly has been a pioneer within
the Canadian  high-technology  industry. He was the President and CEO of JetForm
Corporation   from  1995  until  1999.  A  global  leader  in  providing   open,
client/server and web-based  E-Process  software  solutions,  Jetform's revenues
increased  tenfold from $10 million to $100 million  under his  leadership.  Mr.
Kelly founded and was CEO of Why Interactive  Inc.,  Canada's first  interactive
multimedia  development  company.  He was  also  founder,  President  and CEO at
Computer  Innovation   Distributors  Inc.  and  Nabu  Network   Corporation,   a
cable-based software and information  distributor.  A founder of SHL Systemhouse
Ltd.,  Canada's largest systems integrator,  he served as Senior  Vice-President
and COO from the company's  inception in 1974 until 1980. In 1997, Mr. Kelly was
recognized as both the City of Ottawa's High Technology Citizen of the Year, and
the Province of Ontario's  Master  Entrepreneur  of the Year. In 1998 he won the
Ottawa Business Journal's poll for the city's most respected CEO, and in 1999 he
was presented  with the Ottawa Centre for Research and  Innovation  (OCRI) Civic
Entrepreneur  of the Year  Award.  Mr.  Kelly  is  Co-Chairman  of the  Board of
Directors of the Canadian Advanced  Technology Alliance (CATA) and past Chair of
Innovators  Alliance,  an advisory  council to the  Government  of Ontario  with
members representing Ontario's fastest growing companies.  He also serves on the
Boards  of  a  number  of  private  and  public  companies  including  AutoSkill
International  Inc.,  Burntsand Inc.,  Impatica Inc. and NexInnovations  Inc. He
holds an honors law degree and an honorary  doctorate degree from the University
of  Ottawa,  and an honors  B.B.A.  degree  (Finance)  from Iona  College in New
Rochelle, New York.

                                       36
<PAGE>


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

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


ITEM 10. EXECUTIVE COMPENSATION

     The  following  table sets forth the  compensation  paid  during the fiscal
years ended December 31, 2003,  2002, and 2001 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
      -----------------------------------------            ----     --------
     Trent Sommerville, Chairman and Chief                 2003       US$nil
       Executive Office
     Christien A. Ducker                                   2003       US$nil
     Graham F. Paxton (1)                                  2002       US$nil
     Stanley  A.  Young(2),  Chairman,  and Chief          2001     $107,258
     Executive  Officer
     Gregory  H.  Laborde(3),  Director,  and CEO          2001       US$nil
     Omar  A. Rizvi(4), Chairman, and                      2001       US$nil
     Chief  Executive Officer

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

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

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

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

COMPENSATION AGREEMENTS

     The Company has no employment  agreement with employees and officers of the
company as of this date.

                                       37
<PAGE>

BOARD OF DIRECTORS

     During the year  ended  December  31,  2003,  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, 2003.

STOCK OPTION PLAN

     The Company has no Stock Option Plan as of this date.

WARRANTS

     The Company has no Warrants outstanding as of this date.

INDEMNIFICATION

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

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


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain  information as of December 31, 2003
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.

                                       38
<PAGE>

     As used in this section,  the term  beneficial  ownership with respect to a
security is defined by Rule 13d-3 under the Exchange Act as  consisting  of sole
or shared voting power  (including  the power to vote or direct the vote) and/or
sole or shared investment power (including the power to dispose of or direct the
disposition of) with respect to the security through any contract,  arrangement,
understanding,  relationship  or otherwise,  subject to community  property laws
where applicable.  Each person has sole voting and investment power with respect
to the  shares  of  common  stock,  except as  otherwise  indicated.  Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise  indicated.  The address of those  persons for which an address is not
otherwise indicated is 25 Mound Park Drive, Springboro, Ohio 45066.

<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER      NUMBER OF SHARES            PERCENTAGE OF CLASS(1)
------------------------      -------------------         ----------------------
<S>                                  <C>                        <C>
Trent Sommerville                    3,000,100                  22.94%
Kenneth B. Farris                       50,000                   0.38%
Jerry Gruenbaum, Esq.                  500,000(2)                3.82%
Jeffrey Brandeis                       230,000(3)                1.76%
Craig A. Pietruszewski                     -0-                    ---%
                                     ---------                  ------
All Directors and Executive Officers
as a group (4 persons)               3,780,100                  28.90%
                                     =========                  ======

5% Beneficial Owners
--------------------
The Good One Inc.                    1,500,000                  11.47%
Thomas C. Miller                     1,200,000(4)                9.18%
Lavonne Adams                        1,000,000                   7.65%
John Zavoral                         1,000,000                   7.65%
First Union Venture Group, LLC       1,000,000(5)                7.65%


(1)  Calculations  based  upon  13,077,758  shares of common  stock  issued  and
     outstanding on December 31, 2003.

(2)  Atty. Jerry Gruenbaum holds 500,000 shares as a result of a 50% interest in
     First Union Venture Group, LLC.

(3)  Jeffrey  Brandeis had 230,000 shares as of December 31, 2003. As of May 19,
     2004 Mr.  Brandeis has an additional  70,000 shares which he purchased from
     the Company, for a total of 300,000.

(4)  Thomas C. Miller, President of Mound Technologies, Inc. a subsidiary of the
     Company owns 800,000 directly and an additional  400,000 through  relations
     and shares under his control.

(5)  First Union Venture Group,  LLC is owned one half by Atty. Jerry Gruenbaum,
     Secretary,  General  Counsel  and  Director  of the Company and one half by
     another  individual  who is not  related  to Atty.  Gruenbaum  or under his
     control.
</TABLE>

                                       39
<PAGE>

CHANGES IN CONTROL

     On August  29,  2003,  a change  in  control  of the  Company  occurred  in
conjunction  with naming  Attorney Jerry Gruenbaum of First Union Venture Group,
LLC as attorney of record for the purpose of overseeing  the proper  disposition
of the Company and its remaining assets and liabilities by any means appropriate
including  settling any and all liabilities to the U.S. Internal Revenue Service
and the  Commonwealth of  Massachusetts'  Attorney  General's  office for unpaid
wages.

     In conjunction  with naming Attorney Jerry Gruenbaum of First Union Venture
Group,  LLC as  attorney  of record  for the  purpose of  overseeing  the proper
disposition of the Company and its remaining assets and liabilities, the Company
issued First Union  Venture  Group,  LLC, a Nevada  Limited  Liability  Company,
Thirty  Million  (30,000,000)  newly issued common shares as  consideration  for
their  services.  In  addition,  the Company  canceled  any and all  outstanding
options,  warrants, and/or debentures not exercised to date. The Company further
nullified any and all salaries,  bonuses,  and benefits including  severance pay
and accrued salaries to Stanley A. Young and Michael Dewar.

     On November 15, 2003, a second change in control  occurred when the Company
entered into an Acquisition  Agreement to acquire one hundred  percent (100%) of
PMI Wireless,  Inc., a Delaware corporation with corporate  headquarters located
in Cordova,  Tennessee.  The acquisition,  in the form of a reverse merger, took
place on December 1, 2003 for the  aggregate  consideration  of $50,000 in cash,
all of which was paid to the U.S.  Internal  Revenue  Service for the  Company's
prior  obligations,  plus  assumption  of  the  Company's  existing  debts,  for
9,938,466 newly issued common shares of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.


                                    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.

     3.2            Amended   Certificate  of   Incorporation  of  International
                    Wireless, Inc. as filed with the Maryland Secretary of State
                    on June 12, 2003, incorporated by reference to the Company's
                    Current  Report on Form 8-K filed  with the  Securities  and
                    Exchange Commission on June 12, 2003.

     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.

                                       40
<PAGE>

    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 between  International  Wireless, Inc.
                    and PMI Wireless, Inc. to  acquire PMI Wireless, Inc.  Dated
                    November  15,  2003,  incorporated  by   reference  to   the
                    Company's  Current   Report  on  Form 8-K  filed  with   the
                    Securities and Exchange Commission on November 17, 2003.

    10.3            Acquisition Agreement  between  International Wireless, Inc.
                    and Mound Technologies, Inc. to acquire  Mound Technologies,
                    Inc. date December 8, 2003, incorporated by reference to the
                    Company's  Current   Report  on  Form  8-K  filed  with  the
                    Securities and Exchange Commission on December 12, 2003.

    31.1            Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes Oxley Act.

    31.2            Certification of Chief Financial Officer pursuant to Section
                    302 of the Sarbanes Oxley Act.

    32.1            Certification  of Chief  Executive  Officer Pursuant  to  18
                    U.S.C. Section 1350  as adopted  Pursuant to  Section 906 of
                    the Sarbanes-Oxley Act of 2002.

    32.2            Certification  of  Chief Financial  Officer  Pursuant to  18
                    U.S.C. Section 1350  as adopted  Pursuant to  Section 906 of
                    the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K:

                    The  Company  filed a Form 8-K on March 4, 2003  relating to
                    adding  additional  members  to the  Board of  Directors  of
                    International Wireless, Inc.

                    The Company  filed a Form 8-K on March 14, 2003  relating to
                    executing a Letter of Intent with Mitsubishi.

                    The  Company  filed a Form 8-K on March  14,  2003  relating
                    Appointment of Christien Ducker as President of the Company.

                    The Company filed a Form 8-K/A on March 18, 2003 relating to
                    Form 8-K filed on March 14, 2003,  filing a conforming a PDA
                    file.

                    The Company filed a Form 8-K on May 23, 2003 relating to the
                    Letter of Intent with Scanbuy, Inc.

                    The Company filed a Form 8-K on June 2, 2003 relating to the
                    Merger Agreement with Scanbuy, Inc.

                                       41
<PAGE>
                    The  Company  filed a Form 8-K on June 2, 2003  relating  to
                    Board of  Directors  Resolution  approving  the merger  with
                    Scanbuy, Inc.

                    The Company  filed a Form 8-K on June 12,  2003  relating to
                    the shareholder approval of the merger with Scanbuy, Inc.

                    The Company  filed a Form 8-K on September 11, 2003 relating
                    to change in control with First Union Venture Group, LLC and
                    cancel the merger with Scanbuy.

                    The Company  filed a Form 8-K on November 17, 2003  relating
                    to reversing the shares  outstanding  thirty-to-one  and the
                    signing of a Letter of Intent with PMI Wireless.

                    The Company  filed a Form 8-K on November 17, 2003  relating
                    to Acquisition with PMI Wireless.

                    The Company filed a Form 8-K on December 4, 2003 relating to
                    the Change in Control with PMI Wireless.

                    The Company  filed a Form 8-K on December 11, 2003  relating
                    to the Acquisition of Mound Technologies, Inc.

                    The Company  filed a Form 8-K on December 15, 2003  relating
                    to an Acquisition Agreement with Precision Metal Industries,
                    Inc.


                                   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: 05/25/04                        By:  /s/  TRENT SOMMERVILLE
                                         -----------------------------------
                                         Trent Sommerville
                                         Chief Executive Officer

Date: 05/25/04                        By:  /s/  JEFFREY BRANDEIS
                                         -----------------------------------
                                         Jeffrey Brandeis, President

Date: 05/25/04                        By:  /s/ JERRY GRUENBAUM
                                         -----------------------------------
                                         Jerry Gruenbaum, Esq.
                                         Secretary and General Counsel

                                       42
<PAGE>

     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: 05/25/04                        By:  /s/ TRENT SOMMERVILLE
                                         -----------------------------------
                                         Trent Sommerville
                                         Chief Executive Officer, and
                                         Chairman of the Board

Date: 05/25/04                        By:  /s/       JEFFREY BRANDEIS
                                         -----------------------------------
                                         Jeffrey Brandeis, President

Date: 05/25/04                        By:  /s/ JERRY GRUENBAUM
                                         -----------------------------------
                                         Jerry Gruenbaum, Esq.
                                         Secretary, General Counsel and
                                         Director

Date: 05/25/04                        By:  /s/ CRAIG A.PIETRUSZEWSKI
                                         -----------------------------------
                                         Craig A. Pietruszewski,
                                         Chief Financial Officer

Date: 05/25/04                        By:  /s/ DR. KENNETH B. FARRIS
                                         -----------------------------------
                                         Dr. Kenneth B. Farris, Director

                                       43
<PAGE>