<PAGE>

                                       Registration Statement No. ____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                 Amendment No. 1

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

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

                                 April 26, 2003

                         REALITY WIRELESS NETWORKS, INC.
                    (formerly "Dicom Imaging Systems, 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)


                          120 W. Campbell Ave., Suite E
                           Campbell, California 95008
                                 (408) 379-3822
                    (Address of Principal Executive Offices)


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

                               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. X


                                       1
<PAGE>



<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE


                                                Proposed Maximum           Proposed Maximum
Title of Securities TO   Amount to be           Offering Price Per         Aggregate Offering
BE REGISTERED            REGISTERED*            SHARE**                    PRICE**                    Amount OF FEE
-------------            -----------            -------                    -------                    -------------

<S>                      <C>                    <C>                         <C>                       <C>
Common Stock,            5,062,000              $0.15                       $759,300                  $69.85
$0.001 par value
</TABLE>

* The consulting agreements (collectively,  the "Consulting Agreements") between
(i) Titan  Advantages  LTD ("Titan") and Reality  Wireless  Networks,  Inc. (the
"Company" or the "Registrant") provides for eighty-four thousand,  seven hundred
twenty-seven  (84,727)  shares of common  stock of the  Company  to be issued to
Titan,  (ii) Donald  Gross  ("Gross")  and the Company  provides for two hundred
twenty-seven  thousand,  two hundred  seventy-three  (227,273)  shares of common
stock of the Company to be issued to Gross,  (iii) Artco  Enterprises  ("Artco")
and the Company provides for one million  (1,000,000)  shares of common stock of
the Company to be issued to Artco,  (iv) Robert  Gray  ("Gray")  and the Company
provides  for seven  hundred  thousand  (700,000)  shares of common stock of the
Company to be issued to Gray, (v) Nassau Consultants  ("Nassau") and the Company
provides  for nine  hundred  thousand  (900,000)  shares of common  stock of the
Company to be issued to Nassau,  (vi) N-Layer  Tele-Consultants  ("N-Layer") and
the Company  provides for fifty thousand  (50,000) shares of common stock of the
Company to be issued to N-Layer,  (vii) Bruce D. Campbell  ("Campbell")  and the
Company  provides for one hundred  thousand  (100,000) shares of common stock of
the Company to be issued to Campbell,  (viii)  Evander  Evans  ("Evans") and the
Company  provides for one hundred  thousand  (100,000) shares of common stock of
the Company to be issued to Evans, (ix) Erin Steiner ("Steiner") and the Company
provides  for one  hundred  thousand  (100,000)  shares of  common  stock of the
Company to be issued to Steiner, and (xi) Robert Zimmerman ("Zimmerman") and the
Company  provides for one hundred  thousand  (100,000) shares of common stock of
the Company to be issued to  Zimmerman,  in  exchange  for  consulting  services
(collectively  the  "Consultants").  The  general  nature  and  purpose  of  the
Consulting  Agreements  are to provide for  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 twelve (12) months and may be
renewed for  successive  periods of twelve (12) months  thereafter by the mutual
written agreement of the Parties hereto made at least one (1) month prior to the
expiration of such term. The Consulting Agreements may be terminated at any time
by the Company or each of 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.

* The Employment  Agreement (the "Employment  Agreement")  between Victor Romero
("Romero") and the Company,  provides for employment  services to be rendered by
Romero  to the  Company.  The  Company  has  chosen  to  compensate  Romero  for
employment services rendered, in part, by issuing two hundred thousand (200,000)
shares of the Company's  common stock to Romero.  The general nature and purpose
of the Employment  Agreement is to provide for various  services for the Company
and,  at the same time,  compensate  Romero for said  services.  The  Employment
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.

* The amended consulting agreement (the "Consulting Agreement") between Terrence
Byrne  ("Byrne")  and Reality  Wireless  Networks,  Inc.  (the  "Company" or the
"Registrant")  provides  for an  additional  one million  (1,000,000)  shares of
common  stock of the  Company to be issued to Byrne in exchange  for  consulting
services.  The general  nature and  purpose of the  Consulting  Agreement  is to
provide  for  consulting  services  for  the  Company  and,  at the  same  time,
compensate  Byrne  for said  consulting  services.  The  term of the  Consulting
Agreement  is twelve (12) months and may be renewed  for  successive  periods of
twelve (12) months  thereafter  by the mutual  written  agreement of the Parties
hereto made at least one (1) month  prior to the  expiration  of such term.  The
Consulting  Agreement  may be  terminated at any time by the Company or Byrne by
providing written notice to the other party. The Consulting  Agreement qualifies
as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

* The engagement  agreement (the  "Engagement  Agreement")  between The Otto Law
Group,  PLLC ("OLG") and the Company  provides for legal services to be rendered

                                       2
<PAGE>

by OLG to the Company on a periodic basis.  The Company has chosen to compensate
OLG for legal  services  rendered,  in part,  by issuing five  hundred  thousand
(500,000)  shares of the Company's  common stock to OLG. 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.

**  Estimated  solely for the  purposes  of  determining  the  registration  fee
pursuant to Rule 457. On April 22, 2003,  the fair market value of the Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $0.15 per share. On this basis, the maximum  aggregate  offering price
for the shares being registered hereunder is $759,300, 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 .000092.

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, 2002,  and (ii) the Company's
Form 10-SB filed June 15, 1999, describing the Company's common stock, including
all  amendments  and reports for the purpose of updating such  description.  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, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  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.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group, PLLC ("OLG"),  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,
represents the  Registrant on certain legal  matters.  David M. Otto is the 100%
beneficial owner of securities of OLG.

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.

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:


                                       3
<PAGE>

                  (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)      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

         THE REGISTRANT.  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 Campbell, California, on this 26th day of April, 2003.

                                            REALITY WIRELESS NETWORKS, INC.
                                                  (Name of Registrant)


Date:  April 26, 2003                       By: /S/ RICK RAMIREZ
                                              ---------------------------------
                                                    Rick Ramirez
                                                    Vice President - Business
                                                    Development, Secretary,
                                                    Treasurer and Director


         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.


<TABLE>
<CAPTION>
        SIGNATURE                    TITLE                                               DATE
        ---------                    -----                                               ----


<S>                                <C>                                                   <C>
    /S/ RICK RAMIREZ               Vice President, Business Development, Secretary,     April 26, 2003
---------------------
    Rick Ramirez                   Treasurer and Director



    /S/ BRENT HAINES               Director                                             April 26, 2003
---------------------
    Brent Haines



    /S/ VICTOR ROMERO              Chief Operations Officer and Director                April 26, 2003
----------------------
    Victor Romero

</TABLE>




                                       5
<PAGE>


<TABLE>
<CAPTION>

                                              INDEX TO EXHIBITS

NUMBER                                           DESCRIPTION                                            PAGE
------                                           -----------                                            ----
<S>   <C>      <C>                                                                                       <C>
      5        Opinion of The Otto Law Group, PLLC                                                        7

    10.1       Consulting Agreement with Titan Advantages LTD

    10.2       Consulting Agreement with Donald Gross                                                    13

    10.3       Consulting Agreement with Artco Enterprises                                               19

    10.4       Consulting Agreement with Robert Gray                                                     25

    10.5       Consulting Agreement with Nassau Consultants                                              31

    10.6       Consulting Agreement with N-Layer Tele-Consultants                                        37

    10.7       Consulting Agreement with Evander Evans                                                   43

    10.8       Consulting Agreement with Erin Steiner                                                    48

    10.9       Consulting Agreement with Robert Zimmerman                                                53

    10.10      Consulting Agreement with Bruce D. Campbell                                               58

    10.11      Employment Agreement with Victor Romero                                                   67

    10.12      Amended Consulting Agreement with Terrence Byrne                                          69

    10.13      Engagement Agreement with The Otto Law Group, PLLC                                        75

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

    23.2       Consent of Malone & Bailey, PLLC                                                          78
</TABLE>


                                       6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 20922}]
{"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": "333-104798", "film-number": "03667684"}, "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"}}
Registration Statement No. ____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                 Amendment No. 1

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

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

                                 April 26, 2003

                         REALITY WIRELESS NETWORKS, INC.
                    (formerly "Dicom Imaging Systems, 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)

                          120 W. Campbell Ave., Suite E
                           Campbell, California 95008
                                 (408) 379-3822
                    (Address of Principal Executive Offices)

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

                               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. X

                                       1
CALCULATION OF REGISTRATION FEE

                                                Proposed Maximum           Proposed Maximum
Title of Securities TO   Amount to be           Offering Price Per         Aggregate Offering
BE REGISTERED            REGISTERED*            SHARE**                    PRICE**                    Amount OF FEE
-------------            -----------            -------                    -------                    -------------
Common Stock,            5,062,000              $0.15                       $759,300                  $69.85
$0.001 par value
* The consulting agreements (collectively,  the "Consulting Agreements") between
(i) Titan  Advantages  LTD ("Titan") and Reality  Wireless  Networks,  Inc. (the
"Company" or the "Registrant") provides for eighty-four thousand,  seven hundred
twenty-seven  (84,727)  shares of common  stock of the  Company  to be issued to
Titan,  (ii) Donald  Gross  ("Gross")  and the Company  provides for two hundred
twenty-seven  thousand,  two hundred  seventy-three  (227,273)  shares of common
stock of the Company to be issued to Gross,  (iii) Artco  Enterprises  ("Artco")
and the Company provides for one million  (1,000,000)  shares of common stock of
the Company to be issued to Artco,  (iv) Robert  Gray  ("Gray")  and the Company
provides  for seven  hundred  thousand  (700,000)  shares of common stock of the
Company to be issued to Gray, (v) Nassau Consultants  ("Nassau") and the Company
provides  for nine  hundred  thousand  (900,000)  shares of common  stock of the
Company to be issued to Nassau,  (vi) N-Layer  Tele-Consultants  ("N-Layer") and
the Company  provides for fifty thousand  (50,000) shares of common stock of the
Company to be issued to N-Layer,  (vii) Bruce D. Campbell  ("Campbell")  and the
Company  provides for one hundred  thousand  (100,000) shares of common stock of
the Company to be issued to Campbell,  (viii)  Evander  Evans  ("Evans") and the
Company  provides for one hundred  thousand  (100,000) shares of common stock of
the Company to be issued to Evans, (ix) Erin Steiner ("Steiner") and the Company
provides  for one  hundred  thousand  (100,000)  shares of  common  stock of the
Company to be issued to Steiner, and (xi) Robert Zimmerman ("Zimmerman") and the
Company  provides for one hundred  thousand  (100,000) shares of common stock of
the Company to be issued to  Zimmerman,  in  exchange  for  consulting  services
(collectively  the  "Consultants").  The  general  nature  and  purpose  of  the
Consulting  Agreements  are to provide for  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 twelve (12) months and may be
renewed for  successive  periods of twelve (12) months  thereafter by the mutual
written agreement of the Parties hereto made at least one (1) month prior to the
expiration of such term. The Consulting Agreements may be terminated at any time
by the Company or each of 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.

* The Employment  Agreement (the "Employment  Agreement")  between Victor Romero
("Romero") and the Company,  provides for employment  services to be rendered by
Romero  to the  Company.  The  Company  has  chosen  to  compensate  Romero  for
employment services rendered, in part, by issuing two hundred thousand (200,000)
shares of the Company's  common stock to Romero.  The general nature and purpose
of the Employment  Agreement is to provide for various  services for the Company
and,  at the same time,  compensate  Romero for said  services.  The  Employment
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.

* The amended consulting agreement (the "Consulting Agreement") between Terrence
Byrne  ("Byrne")  and Reality  Wireless  Networks,  Inc.  (the  "Company" or the
"Registrant")  provides  for an  additional  one million  (1,000,000)  shares of
common  stock of the  Company to be issued to Byrne in exchange  for  consulting
services.  The general  nature and  purpose of the  Consulting  Agreement  is to
provide  for  consulting  services  for  the  Company  and,  at the  same  time,
compensate  Byrne  for said  consulting  services.  The  term of the  Consulting
Agreement  is twelve (12) months and may be renewed  for  successive  periods of
twelve (12) months  thereafter  by the mutual  written  agreement of the Parties
hereto made at least one (1) month  prior to the  expiration  of such term.  The
Consulting  Agreement  may be  terminated at any time by the Company or Byrne by
providing written notice to the other party. The Consulting  Agreement qualifies
as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

* The engagement  agreement (the  "Engagement  Agreement")  between The Otto Law
Group,  PLLC ("OLG") and the Company  provides for legal services to be rendered

                                       2
by OLG to the Company on a periodic basis.  The Company has chosen to compensate
OLG for legal  services  rendered,  in part,  by issuing five  hundred  thousand
(500,000)  shares of the Company's  common stock to OLG. 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.

**  Estimated  solely for the  purposes  of  determining  the  registration  fee
pursuant to Rule 457. On April 22, 2003,  the fair market value of the Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $0.15 per share. On this basis, the maximum  aggregate  offering price
for the shares being registered hereunder is $759,300, 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 .000092.

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, 2002,  and (ii) the Company's
Form 10-SB filed June 15, 1999, describing the Company's common stock, including
all  amendments  and reports for the purpose of updating such  description.  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, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  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.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group, PLLC ("OLG"),  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,
represents the  Registrant on certain legal  matters.  David M. Otto is the 100%
beneficial owner of securities of OLG.

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.

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:

                                       3
(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)      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

         THE REGISTRANT.  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 Campbell, California, on this 26th day of April, 2003.

                                            REALITY WIRELESS NETWORKS, INC.
                                                  (Name of Registrant)

Date:  April 26, 2003                       By: /S/ RICK RAMIREZ
                                              ---------------------------------
                                                    Rick Ramirez
                                                    Vice President - Business
                                                    Development, Secretary,
                                                    Treasurer and Director

         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/ RICK RAMIREZ               Vice President, Business Development, Secretary,     April 26, 2003
---------------------
    Rick Ramirez                   Treasurer and Director

    /S/ BRENT HAINES               Director                                             April 26, 2003
---------------------
    Brent Haines

    /S/ VICTOR ROMERO              Chief Operations Officer and Director                April 26, 2003
----------------------
    Victor Romero
5
INDEX TO EXHIBITS

NUMBER                                           DESCRIPTION                                            PAGE
------                                           -----------                                            ----
5        Opinion of The Otto Law Group, PLLC                                                        7

    10.1       Consulting Agreement with Titan Advantages LTD

    10.2       Consulting Agreement with Donald Gross                                                    13

    10.3       Consulting Agreement with Artco Enterprises                                               19

    10.4       Consulting Agreement with Robert Gray                                                     25

    10.5       Consulting Agreement with Nassau Consultants                                              31

    10.6       Consulting Agreement with N-Layer Tele-Consultants                                        37

    10.7       Consulting Agreement with Evander Evans                                                   43

    10.8       Consulting Agreement with Erin Steiner                                                    48

    10.9       Consulting Agreement with Robert Zimmerman                                                53

    10.10      Consulting Agreement with Bruce D. Campbell                                               58

    10.11      Employment Agreement with Victor Romero                                                   67

    10.12      Amended Consulting Agreement with Terrence Byrne                                          69

    10.13      Engagement Agreement with The Otto Law Group, PLLC                                        75

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

    23.2       Consent of Malone & Bailey, PLLC                                                          78
6