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: December 1, 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, 4th Floor
North Haven, Connecticut 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.
On December 1, 2003, a change in control of the Registrant occurred in
conjunction with the closing under an Acquisition Agreement dated November 15,
2003, between the Registrant and PMI Wireless, Inc. a Delaware corporation with
its corporate headquarters located in Cordova, Tennessee (hereinafter "PMI").
The closing under the Acquisition Agreement consisted of a stock for stock
exchange in which the Registrant acquired all of the issued and outstanding
common stock of PMI in exchange for the issuance of 9,898,466 shares of its
common stock, after a 30 for 1 reverse split of the Registrants outstanding
shares. As a result of this transaction, PMI became a wholly-owned subsidiary of
the Registrant.
The Agreement was approved after completion of its due-diligence by the
unanimous consent of the Board of Directors of the Registrant and PMI. As a
result of this Acquisition, a change in control of Registrant has occurred.
Prior to the Agreement, the Registrant had 55,714,110 shares of common stock
issued and outstanding. Following the closing, and an agreed to 30 for 1 reverse
split, the Registrant has 1,857,137 shares of common stock outstanding. The
9,898,466 shares of common stock have been issued to one hundred twenty two
different shareholders. Trent Sommerville the new Chairman of the Board owns
3,000,000 shares directly and is attributable to owning an additional 50,000
shares through relations. As a result of the 30 to 1 reverse split, the
Registrant's trading symbol changed from IWIN to IWLJ.
The Board of Directors of the Registrant consists of Trent Sommerville, as
the Registrant's President and Chairman, and Jerry Gruenbaum. Trent Sommerville
was added to the Board as a result of the Acquisition. Jerry Gruenbaum, the
Registrant's General Counsel and Corporate Secretary became a member of the
Board prior to the Acquisition.
PMI Wireless, an emerging wireless system installer with revenue sharing
software, offers patented smart antennas that suppress multipath interference,
reducing the need for line of sight and increasing range and throughput. This
equipment is manufactured by Turbo Wave Inc., a technology leader delivering
Customer Premise Equipment (CPE) for Broadband Wireless Access Systems in the
ISM, WLL, MMDS and UNII frequency bands, and it carries a reseller's agreement
that allows PMI Wireless to purchase the equipment wholesale.
Turbo Waves Inc.'s patent pending reservation CSMA/CA MAC protocol that
incorporates a novel bandwidth reservation scheme to support multimedia
requirements with:
-- Quality of Service (QoS)
-- Multi-Point-Relay (MPR) routing protocol that supports the formation of a
true, IP-based, routed wireless internetwork, yielding greater freedom to
the network topology one can achieve with IEEE 802.11b based products.
-- All appliances in homes are connected to a master controller,accessible
from anywhere and aided by sophisticated computer programs that control
operations for greater energy efficiency and security, enabling real-time
diagnosis, adjustments and maintenance to machines located anywhere in the
world by authorized personnel via the Internet.
PMI Wireless provides a reduction of build-out costs for broadband wireless
access systems while accelerating the speed of deployment.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIYING ACCOUNTANTS.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements of business Acquired will be filed by
amendment within the required time allotted by law.
b. Pro Forma Financial Information will be included in the Amendment
within the required time allotted by law.
c. Exhibits:
Exhibit No. Document Description
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22 Press Release
ITEM 8. CHANGE IN FISCAL YEAR.
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: December 3, 2003 International Wireless, Inc.
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(Registrant)
/s/ Trent Sommerville
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Trent Sommerville, President