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: August 29, 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.)
SEC Attorneys, LLC
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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55 Marbleridge Road, North Andover, MA 01801
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(Former name or former address, if changes since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 29, 2003, as a result of the inability of the registrant to merge
with Scanbuy, Inc. due to the registrant's outstanding liabilities in excess of
$1 million U.S. Dollars to various creditors as noted in the registrant last
Form 10-KSB filing for fiscal year ended December 31, 2002, a change in control
of the Registrant occurred in conjunction with naming Atty. 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 filing Chapters 7 and 11 of the
U.S. Bankruptcy Code and in particular, but not limited to, 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
registrant issued First Union Venture Group, LLC, a Nevada Limited Liability
Company, Thirty Million (30,000,000) common shares as consideration for their
services.
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.
On August 29, 2003 the registrant cancelled its intended merger with
Scanbuy, Inc.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
On August 29, 2003 after approval of a reorganization plan for the
registrant including a change in control, the entire board of directors
consisting of Ira Weiss as Chairman, Stanley A. Young, and John Kelly resigned
effective immediately. The board further approved the resignation of Michael
Dewar from the board.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
Exhibit No. Document Description
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99 Resolution of the Directors of International
Wireless, Inc. to cancel Merger with Scanbuy,
Inc., appoint attorney in fact, and change in
control of registrant.
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: September 11, 2003 International Wireless, Inc.
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(Registrant)
/s/ Jerry Gruenbaum
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Jerry Gruenbaum, Secretary