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: April 24, 2002 --------------- INTERNATIONAL WIRELESS, INC. ------------------------------------------------------ (Exact name of Registrant as Specified in Its Charter) Maryland 000-27045 36-4286069 ---------------------------- ---------------------- ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 120 Presidential Way Woburn, MA 01801 ------------------------------------------ (Address of Principal Executive Offices) Registrant's telephone number, including area code: (781) 939-7252 ----------------- ----------------------------------------------------------- (Former name or former address, if changes since last report) ITEM 5. OTHER EVENTS. 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 to effect a one-for-nine reverse split of its total issued and outstanding common stock and change the par value of the common stock from $0.001 per share to $0.009. The final vote as to said proposition was 10,312,876 votes for, 5,200 votes against, and 31,050 abstained. The Articles of Amendment which was filed on December 18, 2001 with the State Department of Assessments and Taxation of Maryland failed to reflect the change in the par value of the common stock from $0.001 per share to $0.009 due to typographical error. On April 24, 2002 the Company filed a Certificate of Correction to the Articles of Amendment with the State Department of Assessments and Taxation of Maryland to reflect the prior typographical error. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Document Description ---------- --------------------- 3.1 Articles of Amendment dated December 18, 2001 changing the name of the Company to International Wireless, Inc. and effecting a one-for-nine reverse split of its stock. 3.1(I) Certificate of Correction to the Articles of Amendment dated April 24, 2002. 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: April 30, 2002 International Wireless, Inc. --------------- ---------------------------- (Registrant) /s/ Michael Dewar ---------------------------- Michael Dewar, COO and Secretary