UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended September 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 000-27045
INTERNATIONAL WIRELESS, INC.
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(Exact name of small business issuer as specified in its charter)
Maryland 36-4286069
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
120 Presidential Way Road, Woburn, Massachusetts 01801-1179
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(Address of principal executive offices)
781-939-7252
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(Issuer's telephone number)
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
As of November 15, 2002, the Company had 17,712,391.00 issued and outstanding
shares of its $.009 par value common stock.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Documents incorporated by reference: None.
INTERNATIONAL WIRELESS, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Balance Sheets (Unaudited) - September 30, 2002 and December
31, 2001
Statements of Operations (Unaudited) - For the Three Months Ended
September 30, 2002 and 2001, for the nine Months Ended September 30,
2001 and 2001, and for the Period September 27, 2000 (Inception
through June 30, 2002
Statements of Cash Flows (Unaudited) - For the nine Months Ended
September 30, 2002 and 2001 and for the Period September 27, 2000
(Inception) through September 30, 2002
Notes to Unaudited Consolidated Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
ITEM 1. FINANCIAL STATEMENTS
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED BALANCE SHEETS
ASSETS
September 30, 2002 December 31, 2001
(Unaudited) (Audited)
------------------ -----------------
CURRENT ASSETS
Cash $ 20,371 $ 54,310
Marketable securities, at market values 24,147 93,279
Prepaid expenses 102,870 164,117
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Total Current Assets 147,388 311,706
SOFTWARE, net 1,047,072 -
PROPERTY AND EQUIPMENT, net 147,777 74,300
OTHER ASSETS
Loans receivable, related parties 6,753 292,915
Security deposits 37,365 41,856
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44,118 334,771
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TOTAL ASSETS $1,386,355 $ 720,777
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 404,485 $ 260,593
Accrued salaries and related payroll taxes 420,872 -
Loans payable 225,248 42,000
Notes payable, related parties 217,432 146,830
Current portion of capital lease obligations 7,986 7,986
----------- -----------
Total Current Liabilities 1,276,023 457,409
LONG-TERM LIABILITIES
Capital lease obligations, less current portion 14,622 20,520
STOCKHOLDERS' EQUITY
Preferred stock $.001 par value,
5,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.009 par value,
50,000,000 shares authorized;
16,032,971 and 10,715,904 issued
and outstanding 144,297 96,443
Paid-in-capital 7,937,196 4,682,116
Subscription receivable - (143,073)
Deficit accumulated during
development stage (7,985,783) 4,392,638
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TOTAL STOCKHOLDERS' EQUITY 95,710 242,848
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,386,355 $ 720,777
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
September 30,
2002 2001
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OPERATING EXPENSES
General and administrative expenses $ 814,410 $ 313,682
Depreciation and amortization 66,566 599
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Total Operating Expenses 880,976 314,281
OTHER EXPENSES
Unrealized loss on sale of marketable
securities - -
Loss on sale of marketable securities - -
Interest expense 5,104 -
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Total Other Expenses 5,104 -
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NET LOSS $ 886,080 $ 314,281
========== ==========
NET LOSS PER COMMON SHARE -
BASIC AND DILUTED $ (0.05) $ -
========== ==========
The accompanying notes are an integral part of these financial statements.
4
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Period
September 27, 2000
Nine Months Ended (Inception)
September 30 through
2002 2001 September 30, 2002
------------------------------- ------------------------
OPERATING EXPENSES
General and administrative expenses $3,311,869 $ 619,907 $4,582,617
Depreciation and amortization 198,411 1,797 204,309
---------- ---------- ----------
Total Operating Expenses 3,510,280 621,704 4,786,926
OTHER EXPENSES
Unrealized loss on sale of marketable
securities 71,337 2,284,411 1,643,115
Loss on sale of marketable securities - - 1,535,360
Interest expense 11,528 2,730 20,382
---------- ---------- ----------
Total Other Expenses 82,865 2,287,141 3,198,857
---------- ---------- ----------
NET LOSS $3,593,145 $2,908,845 $7,985,783
========== ========== ==========
==========
NET LOSS PER COMMON SHARE -
BASIC AND DILUTED $ (0.24) $ (0.44)
========== ==========
WEIGHTED AVERAGE SHARES
OUTSTANDING 14,869,273 6,608,118
========== ==========
The accompanying notes are an integral part of these financial statements.
5
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Period
September 27, 2000
Nine Months Ended (Inception)
September 30 through
2002 2001 September 30, 2002
------------------------------- ------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(3,593,145) $(2,908,845) $(7,985,783)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 198,411 1,797 211,276
Stock based compensation 1,260,843 - 1,733,817
Unrealized loss on marketable securities 71,337 2,284,411 1,643,115
Loss on sale of marketable securities - - 1,535,360
Changes in operating assets and liabilities
Prepaid expenses 61,247 - (102,870)
Security deposit 4,491 (41,856) (37,365)
Accounts payable and accrued expenses 564,764 81,962 736,015
NET CASH USED IN OPERATING
ACTIVITIES (1,432,052) (582,531) (2,266,435)
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from sale of marketable securities - - 202,892
Purchase of Office Equipment (87,112) (39,984) (128,188)
Repayment (advances) under loan receivable 286,162 (186,459) (16,753)
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 199,050 (226,443) 57,951
CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES
Proceeds from common stock issuance 951,111 436,175 1,839,406
Net (repayment) proceeds from note payable,
related party 253,850 367,898 400,680
Repayment of capital lease obligations (5,898) - (11,231)
NET CASH PROVIDED BY FINANCING
ACTIVITIES 1,199,063 804,073 2,228,855
NET (DECREASE) INCREASE IN CASH (33,939) (4,901) 20,371
CASH AND CASH EQUIVALENTS -
Beginning 54,310 - -
CASH AND CASH EQUIVALENTS -
Ending $ 20,371 $ (4,901) $ 20,371
========== =========== ============
Supplementary Cash Flow Information:
Interest $ 11,528 $ 2,730 $ 20,382
========== =========== ============
The accompanying notes are an integral part of these financial statements.
6
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 BASIS OF PRESENTATION
-----------------------
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the three and nine months ended September 30, 2002 are not necessarily
indicative of the results that may be expected for the year ending December
31, 2002. The balance sheet at December 31, 2001 has been derived from
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information,
refer to the financial statements and footnotes thereto included in the
International Wireless, Inc. ("the Company") annual report on Form 10-KSB
for the year ended December 31, 2001.
NOTE 2 DESCRIPTION OF BUSINESS, GOING CONCERN UNCERTAINTY AND MANAGEMENT'S PLANS
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THE COMPANY AND NATURE OF BUSINESS
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International Wireless, Inc. (the "Company") was incorporated on September
27, 2000 in the State of Delaware. The Company intends to acquire software
companies involved in wireless technology. During the period September 27,
2000 (Incorporation) through December 31, 2000 the company did not have any
activity. Since January 2001, the Company's efforts have been devoted to
raising capital and seeking out companies to acquire. Accordingly, through
the date of these financial statements, the Company is considered to be in
the development stage and the accompanying financial statements represent
those of a development stage enterprise.
GOING CONCERN UNCERTAINTY AND MANAGEMENT'S PLANS
-----------------------------------------------------
As shown in the accompanying financial statements, the Company incurred a
net loss of $3,593,145 during the nine months ended September 30, 2002
resulting in a deficit accumulated during the development stage of
$7,985,783. Management's plans include the raising of capital, seeking out
additional companies to acquire and generating revenue through the sale of
its software. Failure to raise capital, acquire additional companies or
generate revenue may result in the Company depleting its available funds,
not, being able to fund its investment pursuits and cause it to curtail or
cease operations. Additionally, even if the Company does raise sufficient
capital to support its operating expenses, acquire additional companies, or
generate revenue, there can be no assurances that the revenue will be
sufficient to enable it to develop business to a level where it will
generate profits and cash flows from operations.
These matters raise substantial doubt about the Company's ability to
continue as a going concern. However, the accompanying financial statements
have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course
of business. These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of
the liabilities that might be necessary should the Company be unable to
continue as a going concern.
NOTE 3 STOCKHOLDERS' EQUITY
--------------------
During the three months ended September 30, 2002 the Company issued 151,611
shares of the Company's common stock to consultants for services provided.
Stock based compensation expense of $78,372 was recorded during the three
months ended September 30, 2002 in connection with this issuance.
7
INTERNATIONAL WIRELESS, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)
NOTE 3 STOCKHOLDERS' EQUITY (Continued)
----------------------------------
During the three months ended September 30, 2002, the Company issued 50,000
shares of common stock as payment of debt which aggregated $71,550.
During the three months ended September 30, 2002, the company received
proceeds of $212,500 from the sale of 223,334 shares of its common stock
under a private placement.
During the three months ended September 30, 2002, the 22,607 shares of its
common stock were issued as a result of a non-qualified stock option
exercise. The Company received $50.
NOTE 4 REVALUATION OF MITIGO, INC. INVESTMENT
------------------------------------------
On January 22, 2002, the company acquired 100% of the issued and
outstanding stock of Mitigo, Inc. The purchase price had been determined
using a five day trading average of the Company's closing stock price
calculated to be $1.76 per share and primarily allocated to software. As a
result of market conditions, the Company stock price has diminished
substantially. Accordingly, under Financial Accounting Standard Board
Number 144, the company has revalued the purchase price of Mitigo, Inc.
using a recent five day trading average of $0.33 per share. The effect of
the revaluation is as follows:
Originally As
Reported Adjusted
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Value of software $5,518,998 $1,231,848
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:
This Quarterly Report on Form 10-QSB for the quarterly period ended September
30, 2002 contains "forward-looking" statements within the meaning of the Federal
securities laws. These forward-looking statements include, among others,
statements concerning the Company's expectations regarding sales trends, gross
and net operating margin trends, political and economic matters, the
availability of equity capital to fund the Company's capital requirements, and
other statements of expectations, beliefs, future plans and strategies,
anticipated events or trends, and similar expressions concerning matters that
are not historical facts. The forward-looking statements in this Quarterly
Report on Form 10-QSB for the quarterly period ended September 30, 2002 are
subject to risks and uncertainties that could cause actual results to differ
materially from those results expressed in or implied by the statements
contained herein.
The interim financial statements have been prepared by International Wireless,
Inc. and in the opinion of management, reflect all material adjustments which
are necessary to a fair statement of results for the interim periods presented,
including normal recurring adjustments. Certain information and footnote
disclosures made in the most recent annual financial statements included in the
Company's Form 10-KSB for the year ended December 31, 2001, have been condensed
or omitted for the interim statements. It is the Company's opinion that, when
the interim statements are read in conjunction with the December 31, 2001
financial statements, the disclosures are adequate to make the information
presented not misleading. The results of operations for the three months ended
September 30, 2002 are not necessarily indicative of the operating results for
the full fiscal year.
The Company's auditors in the most recent annual financial statements included
in the Company's Form 10-KSB for the year ended December 31, 2001 have issued a
going concern opinion. The Company's auditors have reported that the Company has
suffered recurring net operating losses and has a current ratio deficit that
raises substantial doubt about our Company's ability to continue as a going
concern. Additionally even if the Company does raise sufficient capital, acquire
additional companies or generate revenues, there can be no assurances that the
net proceeds or the revenues will be sufficient to enable it to develop the
business to a level where it will generate profits and cash flows from
operations.
The Company is in the development stage and to date, has not generated any
revenues from operation. The Company intends to fund its operations and other
capital needs for the next 12 months substantially from proceeds from additional
private or public offerings of equity and/or from debt financing, but there can
be no assurance that such funds will be sufficient for these purposes. In
addition, there can be no assurance that such financing will be available, or
that such financing will be available on acceptable terms.
Overview:
International Wireless, Inc. (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., a Delaware corporation ("International Wireless"). Thereafter on
January 2, 2002, the Company changed its name from Origin to our current name,
International Wireless, Inc.
9
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 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. 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 on
December 27, 2001, through a reverse merger to acquire all the outstanding
shares of International Wireless. Under the said reverse merger, the former
Shareholders of International Wireless ended up owning a 88.61% interest in the
Company. Thereafter on January 2, 2002, the Company changed its name from Origin
to our current name, International Wireless, Inc.
On January 11, 2002, the Company acquired Mitigo, Inc. a Delaware corporation
with its corporate headquarters located in Woburn, Massachusetts. The
acquisition consisted of a stock for stock exchange in which the Company
acquired all of the issued and outstanding common stock of Mitigo in exchange
for the issuance of a total of 4,398,000 shares of its common stock, 2,998,006
of which was delivered at closing, and the remaining 1,399,994 are being held in
escrow for distribution subject to the achievement of certain net income
performances for the years 2002 and 2003. As a result of this transaction,
Mitigo became a wholly-owned subsidiary of the Company.
Principal products and services:
Mitigo is in the business of developing visual intelligence software solutions
for wireless and mobile devices. Mitigo software decodes barcodes and other
visual symbols in mobile handsets and Personal Data Assistants ("PDAs") that
have integrated digital cameras. This capability enables mobile devices to
conduct rapid mobile transactions and pinpoint navigation to multimedia content
and information. The Company believes that the Mitigo technology significantly
improves the usability and functionality of mobile devices helping overcome user
interface barriers to mobile transactions and commerce. The Company currently
has no other products or services.
10
Mitigo has developed software to decode commercial 1D and 2D bar codes as well
as other emerging symbologies. The Mitigo bar code decoding technology is based
on software that represents the culmination of 7 years of work by Dr. Tom
Antognini, a PhD from MIT, and Mitigo's Vice President of Technology. Mitigo
plans to support the mobile telephone/Internet convergence market by enabling
mobile-commerce and e-commerce from print-based bar codes. Mitigo plans to
license its client software to device manufacturers, including producers of
mobile handsets, PDAs and other devices.
Mitigo's technology is protected by two patents granted to Mr. Antognini in
August, 2000 and January 2001, and licensed to Mitigo, and has been specifically
targeted to accommodate the constraints of decoding bar codes from any print
media, including magazines, catalogs, posters, billboards, newspapers,
promotional material, and direct mail, etc. The technology will also read a bar
code from a screen, such as would be found on a mobile handset, a PDA, personal
computers, or television.
Mitigo's exclusive licensed software technology helps solve a barrier to mobile
commerce by enabling a mobile handset equipped with a simple digital camera to
also function as a bar code reader. The technology does not require an advanced
wireless network infrastructure such as 3G to operate, and is functional across
any of the wireless formats currently supported by handset manufacturers and
carriers. The Company believes that its technology can be of value to telecom
companies in its potential to enhance revenue opportunities. By making it easier
for consumers using mobile phones to perform more transactions with their
devices, the Company believes that the mobile carriers will be able to earn
additional revenues from the sale of goods and services through the devices.
The Company believes that mobile handsets, PDAs and other device equipped with
the Mitigo technology will allow such devices to read and process bar codes for
instant commerce or content retrieval. For example, in the future, consumers may
be able to download train schedules into their PDAs or mobile phone simply by
scanning a bar code at the train station or purchase products by scanning a bar
code on an advertisement.
Mitigo's technology decodes using a digital image of a bar code that can be
captured by a digital camera. Mitigo does not employ laser scanning of any kind
to decode bar codes, as laser technology is presently not suitable for consumer
devices due to cost, energy consumption, physical size constraints, bar code
format constraints, etc. Mitigo's solution is software only. The Mitigo software
uses the digital camera, processor and storage capabilities of the handset that
are already present. As such, the Company believes Mitigo's software solution is
a cost effective way to add functionality into a mobile handset or PDA.
CodePoint - Version 1.0:
Now in beta form, Mitigo's bar code processing software, version 1.0, is
designed to decode 1D and 2D bar codes and support a variety of handheld
devices, including mobile phones, bar code readers, and PDAs. The software
recognizes, decodes and processes bar code images (bitmaps) generated by
consumer-grade CMOS image sensors. The software also acts as an operating system
to control sensing of bar codes in digital images and will include an API to
11
interface with the operating environment resident in the host device. This
software is Mitigo's primary offering and the Company believes to offer superior
performance for bar code sensing and decoding when compared to other
commercially available software programs. Mitigo has optimized the software to
work inside of a consumer-grade CMOS digital camera. Other solutions on the
market require higher cost CCD or more expensive CMOS chips to function. The
Company believes that its Mitigo solution is the lowest cost, best performing
solution for consumer applications.
The Company's initial focus is on licensing our bar code processing software to
mobile handset manufacturers and makers of PDAs. The Company plans to also
license their decoding technology to device manufacturers, including bar code
reader manufacturers. As part of its strategy, the Company plans to support all
major mobile and wireless operating systems with their product set. The Company
is on schedule to ship Version 1.0 of the software in the 4th quarter of 2002.
The consolidated financial statements of the Company include the accounts of the
Company and its wholly-owned and majority-owned subsidiaries. All material
intercompany balances and transactions are eliminated at consolidation. The
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States.
Plan of Operation:
The Company plans to support the mobile telephone/Internet convergence market by
enabling mobile-commerce and e-commerce from print-based bar codes. It plans to
license its software to device manufacturers, including producers of mobile
handsets, PDAs and other devices. As part of its strategy, the Company plans to
support all major mobile and wireless operating systems with their product set.
The Company is on schedule to ship Version 1.0 of its software in the 4th
quarter of 2002.
The Company plans to pursue multiple opportunities in licensing its CodePoint
product family into various channels. A primary sales channel is the enterprise
mobile computing area where a growing number of organizations are looking to
utilize visual symbol reading to streamline business processes, update supply
chain databases, equip field sales and support employees and other users in the
mobile workforce. An additional opportunity for the Company is in the form of
security related products. The CodePoint product family can have applicability
in law enforcement, building, property, and other security applications.
The Company in addition is pursuing licensing the CodePoint software into mobile
devices such as handsets through manufacturers of mobile handsets and operating
systems developers.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGSS
None
12
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the three months ended September 30, 2002 the Company issued 151,611
shares of the Company's common stock to consultants for services provided. Stock
based compensation expense of $78,372 was recorded during the three months ended
September 30, 2002 in connection with this issuance.
During the three months ended September 30, 2002, the Company issued 50,000
shares of common stock as payment of debt which aggregated $71,550.
During the three months ended September 30, 2002, the company received proceeds
of $212,500 from the sale of 223,334 shares of its common stock under a private
placement.
During the three months ended September 30, 2002, the 22,607 shares of its
common stock were issued as a result of a non-qualified stock option exercise.
The Company received $50. During the three months ended March 31, 2002, the
company issued 100,000 shares of the Company's common stock to an individual, as
a commission related to employment of the Company's Chief Executive Officer.
Stock based compensation expense of $150,000 was recorded during the three
months ended March 31, 2002 in connection with this issuance.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 99.1 Certification of Chief Operating Officer Michael Dewar
pursuant to 18 U.S.C. 1350
Exhibit 99.2 Certification of Chief Operating Officer Adam Cogley
pursuant to 18 U.S.C. 1350
(b) Reports on Form 8-K:
Three Months Ended September 30, 2002
None
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL WIRELESS, INC.
----------------------------
(Registrant)
Date: September 15, 2002 By: /s/ MICHAEL DEWAR
--------------------------------
Michael Dewar
Chief Operating Officer
(Duly Authorized
Officer)
Date: September 15, 2002 By: /s/ ADAM COGLEY
---------------------------------
Adam Cogley
Chief Financial Officer
(Principal Financial
and Accounting Officer)