UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: November 13, 2003
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INTERNATIONAL WIRELESS, INC.
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(Exact name of Registrant as Specified in Its Charter)
Maryland 000-27045 36-4286069
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
110 Washington Avenue
North Haven, CT 06473
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (203) 234-6350
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(Former name or former address, if changes since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 12, 2003, at a Special meeting of the Shareholders, a majority
of the Shareholders of the registrant 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 reverse merger candidate.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIYING ACCOUNTANTS.
Not applicable.
ITEM 5. OTHER EVENTS.
On November 12, 2003, at a Special meeting of the Shareholders, a majority
of the Shareholders of the registrant being present approved a 30 to 1 reverse
split of all existing outstanding common shares of the corporation whereby the
issued shares were reduced from 55,714,159 after eliminating all outstanding
warrants and options to 1,857,137 common shares.
In addition, the shareholders 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.
On November 12, 2003, after the above approved shareholder vote, the
Registrant entered into a Reverse Merger Letter of Intent to Purchase PMI
Wireless, Inc. a Delaware corporation with its corporate headquarters located in
Cordova, Tennessee (hereinafter "PMI").
Registrant and PMI are currently engaged in good faith negotiations with a
view to execute a definitive Reverse Merger Agreement on or before November 17,
2003. The aggregate consideration for the Reverse Merger Agreement shall be
$50,000 in cash paid by PMI to the Registrant, all of which is to be paid to the
U.S. Internal Revenue Service for the Registrant's prior obligations plus
assumption of the Registrants existing debts, for 9,014,800 newly issued common
shares of the Registrant. The consideration for the Reverse Merger shall be paid
at closing.
The Reverse Merger Agreement is subject to a due diligence investigation by
each of the parties therein of the business and financial conditions of the
other party, and the approval of the transaction by the directors and
shareholders of each of the parties.
PMI Wireless, Inc. (www.pmiwireless.com) is an emerging technology leader
delivering Customer Premise Equipment (CPE) for Broadband Wireless Access
Systems in the ISM, WLL, MMDS and UNII frequency bands. PMI Wireless provides a
reduction of build-out costs for Broadband Wireless Access Systems while
accelerating the speed of deployment. PMI Wireless is delivering 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 will include on-demand medical imaging,
real-time road maps, and anytime, anywhere video conferencing.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
Exhibit No. Document Description
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10 Letter of Intent to Reverse Merge PMI Wireless, Inc. into
International Wireless, Inc. dated November 12, 2003
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSRE
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 14, 2003 International Wireless, Inc.
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(Registrant)
/s/ Jerry Gruenbaum
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Jerry Gruenbaum
Acting President