--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                     --------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

             ------------------------------------------------------

                         REALITY WIRELESS NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

                  Nevada                                  88-0422026
     (State or other jurisdiction of              (I.R.S. Employer ID. No.)
     incorporation or organization)

                              7235 North Creek Loop
                              Gig Harbor, WA 98335
                    (Address of Principal Executive Offices)

  ---------------------------------------------------------------------------

      AMENDMENT NO. 5 TO CONSULTING SERVICES AGREEMENT BETWEEN BARTHOLOMEW
   INTERNATIONAL INVESTMENTS LIMITED, INC. AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

      ENGAGEMENT AGREEMENT BETWEEN REALITY WIRELESS NETWORKS, INC., AND THE
                              OTTO LAW GROUP, PLLC
                              (Full Title of Plan)

      AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN BURTON GOLDI
                      AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

    AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN I-ELEMENT, INC.
                       AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

                               David M. Otto, Esq.
                            The Otto Law Group, PLLC
                          900 Fourth Avenue, Suite 3140
                            Seattle, Washington 98164
                                 (206) 262-9545
      (Name, Address and Telephone Number of Agent for Service of Process)

--------------------------------------------------------------------------------

      If any of the  Securities  being  registered  on this  Form  S-8 are to be
      offered on a delayed or  continuous  basis  pursuant to Rule 415 under the
      Securities Act of 1933, as amended,  other than securities offered only in
      connection  with  dividend  or  interest  reinvestment  plans,  check  the
      following box. ___

<PAGE>


                       CALCULATION OF REGISTRATION FEE


Title of                         Proposed Maximum  Proposed Maximum
Securities to    Amount to be    Offering Price    Aggregate          Amount
be Registered    Registered(1)   Per Share(2)      Offering Price(2)  of Fee(2)
---------------  --------------  ----------------  -----------------  ---------

Common Stock,    60,000,000      $0.0063           $378,000           $47.89
$0.001 par value

(1) The engagement  agreement (the "Engagement  Agreement") between The Otto Law
Group, PLLC ("OLG") and Reality Wireless  Networks,  Inc., a Nevada  corporation
(the "Company" or the "Registrant"),  provides for legal services to be rendered
by OLG to the Company on a periodic basis.  The Company has chosen to compensate
OLG for legal services  rendered,  in part, by issuing  25,000,000 shares of the
Company's  common  stock to David Otto on this Form S-8 registration  statement.
The general nature and purpose of the  Engagement  Agreement is to provide for
legal services  for the Company and, at the same time,  compensate  OLG for said
legal services.  The  Engagement  Agreement  does not provide for a specific
term, but remains in effect until  terminated by either party.  The  Engagement
Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of
Regulation C.

(1)  The   consulting   services   agreements,   and  the   amendments   thereto
(collectively,   the  "Consulting  Agreements")  between  the  Company  and  (i)
Bartholomew  International  Investments  Limited,  Inc.  ("BIIL")  provides  for
20,000,000  shares of common  stock of the Company to be issued to Terry  Byrne,
(ii) I-Element,  Inc. ("I-E") provides for 12,500,000  shares of common stock of
the  Company  to be  issued to Ivan  Zweig,  and (iii)  Burton  Goldi  ("Goldi")
provides  for  2,500,000  shares of common  stock of the Company to be issued to
Goldi.  Shares  being issued  pursuant to the  Consulting  Agreements  are being
issued in exchange for consulting services.  The consultants receiving shares of
common  stock of the Company  pursuant  to the  Consulting  Agreements  shall be
referred to herein as the  "Consultants".  The general nature and purpose of the
Consulting  Agreements  are to provide  for  business  management  and  wireless
technology consulting services for the Company and, at the same time, compensate
the Consultants for said consulting services. The term of each of the Consulting
Agreements is one (1) year, except as provided herein. The Consulting Agreements
may be  renewed  only  by the  mutual  written  agreement  of the  Parties.  The
Consulting  Agreements  may be  terminated  at any  time by the  Company  or the
Consultants  by  providing  written  notice to the other party.  The  Consulting
Agreements  qualify  as  Employee  Benefit  Plans as  defined  under Rule 405 of
Regulation C.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant to Rule 457. On May 18, 2004,  the fair market  value of the  Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $0.0093 per share. On this basis, the maximum aggregate offering price
for the shares being registered hereunder is $378,000, and this is the basis for
computing  the filing fee in  accordance  with Rule  457(h) and at a rate of the
aggregate offering price multiplied by .0001267.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents,  which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement:  (i) the Company's Annual Report on Form 10-KSB, as
amended,  for the fiscal  year ended  September  30,  2003,  (ii) the  Company's
Quarterly Report on Form 10-QSB,  as amended,  for the period ended December 31,
2003,  (iii) the  Company's  periodic  reports on Form 8-K,  as  amended,  filed
February 10, 2004,  March 26, 2004 and May 10, 2004 and (iv) the Company's  Form
10-SB  registration  statement,  as amended,  filed June 15, 1999. All documents
subsequently filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities Exchange Act of 1934, shall be deemed to be incorporated
by reference in this registration  statement and to be part hereof from the date
of the filing of such documents.

                                       2
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group,  PLLC, who has prepared this Registration  Statement and the
opinion regarding the authorization,  issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal matters.  Mr. Otto is the beneficial
owner of approximately 4,000,000 shares of common stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section  78.751 of the  Nevada  General  Corporation  Law  generally  allows the
Registrant  to indemnify  any person who was or is threatened to be made a party
to any threatened,  pending or completed action, suit or proceeding by reason of
the fact that he or she is or was a director,  officer, employee or agent of the
Registrant or is or was serving at the request of the  Registrant as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other  enterprise.  The  Registrant may advance  expenses in connection  with
defending any such  proceeding,  provided the  indemnitee  undertakes to pay any
such amounts if it is later  determined  that such person was not entitled to be
indemnified by the Registrant.

ITEM 8. EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed  in the  attached  Index to  Exhibits  and  incorporated  herein  by this
reference.

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

(2) That for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                       3
<PAGE>

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Gig Harbor, Washington, on this 14th day of May, 2004.

                              REALITY WIRELESS NETWORKS, INC.
                                        (Name of Registrant)


  Date: May 18, 2004
                               By: /s/ Steve Careaga
                                  ----------------------------------------------
                               Name: Steve Careaga
                               Its: CEO


      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.


          SIGNATURE        TITLE                                          DATE
          ---------        -----                                          ----

  /s/ Steve Careaga        Director, CEO, Principal financial officer   5/18/04
      ------------------
  By: Steve Careaga


                                       5
<PAGE>

                                INDEX TO EXHIBITS

  Number                            Description
  ------                            -----------

   4.1      Engagement Agreement with The Otto Law Group, PLLC (1)

   4.2      Consulting  Services  Agreement  between  Bartholomew  International
            Investments Limited, Inc. and Reality Wireless Networks, Inc. (1)

   4.3      Amendment No. 5 to Consulting Services Agreement between Bartholomew
            International   Investments  Limited,   Inc.  and  Reality  Wireless
            Networks, Inc.

   4.4      Consulting  Services  Agreement  between  Burton  Goldi and  Reality
            Wireless Networks, Inc. (2)

   4.5      Consulting  Services Agreement between  I-Element,  Inc. and Reality
            Wireless Networks, Inc. (2)

   4.6      Amendment  No. 1 to Consulting  Services  Agreement  between  Burton
            Goldi and Reality Wireless Networks, Inc.

   4.7      Amendment No. 1 to Consulting  Services Agreement between I-Element,
            Inc. and Reality Wireless Networks, Inc.

   5        Opinion of The Otto Law Group PLLC

   23.1     Consent of The Otto Law Group, PLLC (contained in exhibit 5)

   23.2     Consent of Salberg & Co., P.A.

(1)   Incorporated  by reference from  Registration  Statement on Form S-8 filed
      with the Securities and Exchange Commission on July 10, 2003.

(2)   Incorporated  by reference from  Registration  Statement on Form S-8 filed
      with the Securities and Exchange Commission on February 2, 2004.
[{"type": "S-8", "sequence": "1", "filename": "v03399_s8.txt", "secsgml_size_bytes": 15786}]
{"company-data": {"conformed-name": "REALITY WIRELESS NETWORKS  INC", "cik": "0001088537", "assigned-sic": "7371", "irs-number": "880422026", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115620", "film-number": "04818065"}, "business-address": {"street1": "4106 FACTORIA BLVD. SE,", "street2": "SUITE 214", "city": "BELLEVUE", "state": "WA", "zip": "98006", "phone": "4083791716"}, "mail-address": {"street1": "1010 435 MARTIN STREET", "city": "BLAINE", "state": "WA", "zip": "98230"}, "former-company": {"former-conformed-name": "DICOM IMAGING SYSTEMS INC", "date-changed": "19990610"}}
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                     --------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

             ------------------------------------------------------

                         REALITY WIRELESS NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

                  Nevada                                  88-0422026
     (State or other jurisdiction of              (I.R.S. Employer ID. No.)
     incorporation or organization)

                              7235 North Creek Loop
                              Gig Harbor, WA 98335
                    (Address of Principal Executive Offices)

  ---------------------------------------------------------------------------

      AMENDMENT NO. 5 TO CONSULTING SERVICES AGREEMENT BETWEEN BARTHOLOMEW
   INTERNATIONAL INVESTMENTS LIMITED, INC. AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

      ENGAGEMENT AGREEMENT BETWEEN REALITY WIRELESS NETWORKS, INC., AND THE
                              OTTO LAW GROUP, PLLC
                              (Full Title of Plan)

      AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN BURTON GOLDI
                      AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

    AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN I-ELEMENT, INC.
                       AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

                               David M. Otto, Esq.
                            The Otto Law Group, PLLC
                          900 Fourth Avenue, Suite 3140
                            Seattle, Washington 98164
                                 (206) 262-9545
      (Name, Address and Telephone Number of Agent for Service of Process)

--------------------------------------------------------------------------------

      If any of the  Securities  being  registered  on this  Form  S-8 are to be
      offered on a delayed or  continuous  basis  pursuant to Rule 415 under the
      Securities Act of 1933, as amended,  other than securities offered only in
      connection  with  dividend  or  interest  reinvestment  plans,  check  the
      following box. ___
CALCULATION OF REGISTRATION FEE

Title of                         Proposed Maximum  Proposed Maximum
Securities to    Amount to be    Offering Price    Aggregate          Amount
be Registered    Registered(1)   Per Share(2)      Offering Price(2)  of Fee(2)
---------------  --------------  ----------------  -----------------  ---------

Common Stock,    60,000,000      $0.0063           $378,000           $47.89
$0.001 par value

(1) The engagement  agreement (the "Engagement  Agreement") between The Otto Law
Group, PLLC ("OLG") and Reality Wireless  Networks,  Inc., a Nevada  corporation
(the "Company" or the "Registrant"),  provides for legal services to be rendered
by OLG to the Company on a periodic basis.  The Company has chosen to compensate
OLG for legal services  rendered,  in part, by issuing  25,000,000 shares of the
Company's  common  stock to David Otto on this Form S-8 registration  statement.
The general nature and purpose of the  Engagement  Agreement is to provide for
legal services  for the Company and, at the same time,  compensate  OLG for said
legal services.  The  Engagement  Agreement  does not provide for a specific
term, but remains in effect until  terminated by either party.  The  Engagement
Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of
Regulation C.

(1)  The   consulting   services   agreements,   and  the   amendments   thereto
(collectively,   the  "Consulting  Agreements")  between  the  Company  and  (i)
Bartholomew  International  Investments  Limited,  Inc.  ("BIIL")  provides  for
20,000,000  shares of common  stock of the Company to be issued to Terry  Byrne,
(ii) I-Element,  Inc. ("I-E") provides for 12,500,000  shares of common stock of
the  Company  to be  issued to Ivan  Zweig,  and (iii)  Burton  Goldi  ("Goldi")
provides  for  2,500,000  shares of common  stock of the Company to be issued to
Goldi.  Shares  being issued  pursuant to the  Consulting  Agreements  are being
issued in exchange for consulting services.  The consultants receiving shares of
common  stock of the Company  pursuant  to the  Consulting  Agreements  shall be
referred to herein as the  "Consultants".  The general nature and purpose of the
Consulting  Agreements  are to provide  for  business  management  and  wireless
technology consulting services for the Company and, at the same time, compensate
the Consultants for said consulting services. The term of each of the Consulting
Agreements is one (1) year, except as provided herein. The Consulting Agreements
may be  renewed  only  by the  mutual  written  agreement  of the  Parties.  The
Consulting  Agreements  may be  terminated  at any  time by the  Company  or the
Consultants  by  providing  written  notice to the other party.  The  Consulting
Agreements  qualify  as  Employee  Benefit  Plans as  defined  under Rule 405 of
Regulation C.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant to Rule 457. On May 18, 2004,  the fair market  value of the  Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $0.0093 per share. On this basis, the maximum aggregate offering price
for the shares being registered hereunder is $378,000, and this is the basis for
computing  the filing fee in  accordance  with Rule  457(h) and at a rate of the
aggregate offering price multiplied by .0001267.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents,  which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement:  (i) the Company's Annual Report on Form 10-KSB, as
amended,  for the fiscal  year ended  September  30,  2003,  (ii) the  Company's
Quarterly Report on Form 10-QSB,  as amended,  for the period ended December 31,
2003,  (iii) the  Company's  periodic  reports on Form 8-K,  as  amended,  filed
February 10, 2004,  March 26, 2004 and May 10, 2004 and (iv) the Company's  Form
10-SB  registration  statement,  as amended,  filed June 15, 1999. All documents
subsequently filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities Exchange Act of 1934, shall be deemed to be incorporated
by reference in this registration  statement and to be part hereof from the date
of the filing of such documents.

                                       2
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group,  PLLC, who has prepared this Registration  Statement and the
opinion regarding the authorization,  issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal matters.  Mr. Otto is the beneficial
owner of approximately 4,000,000 shares of common stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section  78.751 of the  Nevada  General  Corporation  Law  generally  allows the
Registrant  to indemnify  any person who was or is threatened to be made a party
to any threatened,  pending or completed action, suit or proceeding by reason of
the fact that he or she is or was a director,  officer, employee or agent of the
Registrant or is or was serving at the request of the  Registrant as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other  enterprise.  The  Registrant may advance  expenses in connection  with
defending any such  proceeding,  provided the  indemnitee  undertakes to pay any
such amounts if it is later  determined  that such person was not entitled to be
indemnified by the Registrant.

ITEM 8. EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed  in the  attached  Index to  Exhibits  and  incorporated  herein  by this
reference.

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

(2) That for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                       3
(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                       4
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Gig Harbor, Washington, on this 14th day of May, 2004.

                              REALITY WIRELESS NETWORKS, INC.
                                        (Name of Registrant)

  Date: May 18, 2004
                               By: /s/ Steve Careaga
                                  ----------------------------------------------
                               Name: Steve Careaga
                               Its: CEO

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

          SIGNATURE        TITLE                                          DATE
          ---------        -----                                          ----

  /s/ Steve Careaga        Director, CEO, Principal financial officer   5/18/04
      ------------------
  By: Steve Careaga

                                       5
INDEX TO EXHIBITS

  Number                            Description
  ------                            -----------

   4.1      Engagement Agreement with The Otto Law Group, PLLC (1)

   4.2      Consulting  Services  Agreement  between  Bartholomew  International
            Investments Limited, Inc. and Reality Wireless Networks, Inc. (1)

   4.3      Amendment No. 5 to Consulting Services Agreement between Bartholomew
            International   Investments  Limited,   Inc.  and  Reality  Wireless
            Networks, Inc.

   4.4      Consulting  Services  Agreement  between  Burton  Goldi and  Reality
            Wireless Networks, Inc. (2)

   4.5      Consulting  Services Agreement between  I-Element,  Inc. and Reality
            Wireless Networks, Inc. (2)

   4.6      Amendment  No. 1 to Consulting  Services  Agreement  between  Burton
            Goldi and Reality Wireless Networks, Inc.

   4.7      Amendment No. 1 to Consulting  Services Agreement between I-Element,
            Inc. and Reality Wireless Networks, Inc.

   5        Opinion of The Otto Law Group PLLC

   23.1     Consent of The Otto Law Group, PLLC (contained in exhibit 5)

   23.2     Consent of Salberg & Co., P.A.

(1)   Incorporated  by reference from  Registration  Statement on Form S-8 filed
      with the Securities and Exchange Commission on July 10, 2003.

(2)   Incorporated  by reference from  Registration  Statement on Form S-8 filed
      with the Securities and Exchange Commission on February 2, 2004.