<PAGE>



                                         Registration Statement No. ____________



--------------------------------------------------------------------------------
                       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)


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

                                   ----------


         CONSULTING SERVICES AGREEMENT BETWEEN BRENT HAINES AND REALITY
                            WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

    CONSULTING SERVICES AGREEMENT BETWEEN SARATOGA CAPITAL PARTNERS, INC. AND
                         REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

        CONSULTING SERVICES AGREEMENT BETWEEN TERRENCE BYRNE AND REALITY
                             WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

       CONSULTING SERVICES AGREEMENT BETWEEN DAEDALUS VENTURES, INC., AND
                         REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

         CONSULTING SERVICES AGREEMENT BETWEEN AEQUITAS VENTURES CORP. AND
                         REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

  CONSULTING SERVICES AGREEMENT BETWEEN NASSAU INTERNATIONAL CONSULTANTS, INC.,
                       AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

   CONSULTING SERVICES AGREEMENT BETWEEN T.T. BYRNE CAPITAL INVESTMENTS, INC.,
                       AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

<PAGE>



   CONSULTING SERVICES AGREEMENT BETWEEN BARTHOLOMEW INTERNATIONAL INVESTMENTS
               LIMITED, INC., AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

     CONSULTING SERVICES AGREEMENT BETWEEN DARLA SAPONE AND REALITY WIRELESS
                                 NETWORKS, INC.
                              (Full Title of Plan)

        CONSULTING SERVICES AGREEMENT BETWEEN MYCHAEL MARGOTT AND REALITY
                             WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

          CONSULTING SERVICES AGREEMENT BETWEEN KEVIN EVANS 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)

 EMPLOYMENT AGREEMENT BETWEEN REALITY WIRELESS NETWORKS, INC., AND VICTOR ROMERO
                              (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. ___


                                       2
<PAGE>




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------ ---------------------- -------------------------- -------------------------- --------------
                                                Proposed Maximum           Proposed Maximum
Title of Securities to   Amount to be           Offering Price Per         Aggregate Offering         Amount
be Registered            Registered(1)          Share(2)                   Price(2)                   of Fee(2)
------------------------ ---------------------- -------------------------- -------------------------- --------------
<S>                      <C>                    <C>                         <C>                       <C>
Common Stock,            31,000,000             $0.03                       $930,000                  $85.56
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- --------------
</TABLE>

(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 four million  (4,000,000)
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.

(1) The employment agreement (the "Employment  Agreement") between Victor Romero
("Romero") and the Company provides for services to be rendered by Romero to the
Company as  President  and Chief  Operating  Officer.  The Company has chosen to
compensate  Romero for services  rendered,  in part, by issuing five million six
hundred sixty thousand  (5,660,000) shares of the Company's common stock in lieu
of the cash  compensation  called for in the Employment  Agreement,  two million
(2,000,000) of which are being registered herein. The general nature and purpose
of the Employment Agreement is to provide for executive officer services for the
Company  and,  at the  same  time,  compensate  Romero  for said  services.  The
Employment  Agreement is "at will".  The  Employment  Agreement  qualifies as an
Employee Benefit Plan as defined under Rule 405 of Regulation C.

(1)  The  consulting   services   agreements   (collectively,   the  "Consulting
Agreements")  between the Company and (i) Kevin Evans  ("KE")  provides  for two
million  (2,000,000)  shares of common  stock of the Company to be issued to LR,
(ii)  Mychael  Margott  ("MM")  provides for two million  (2,000,000)  shares of
common  stock of the  Company  to be issued to MM,  (iii)  Brent  Haines  ("BH")
provides for seven  million five hundred  twenty eight  thousand  three  hundred
thirty four  (7,528,334)  shares of common  stock of the Company to be issued to
BH, two million  (2,000,000) of which are being registered herein, (iv) Saratoga
Capital  Partners,  Inc.  ("SCP") provides for two million five hundred thousand
(2,500,000)  shares  of common  stock of the  Company  to be issued to SCP,  (v)
Daedalus  Ventures,  Inc. ("DV") provides for two million five hundred  thousand
(2,500,000)  shares  of common  stock of the  Company  to be issued to DV,  (vi)
Aequitas  Ventures Corp.  ("AC") provides for two million five hundred  thousand
(2,500,000)  shares of common  stock of the  Company  to be issued to AC,  (vii)
Nassau  International  Consultants,   Inc.  ("NIC")  provides  for  two  million
(2,000,000)  shares of common  stock of the Company to be issued to NIC,  (viii)
Terry Byrne ("TB") provides for five hundred thousand (500,000) shares of common
stock of the Company to be issued to TB, (ix) T.T.  Byrne  Capital  Investments,
Inc. ("TT") provides for three million (3,000,000) shares of common stock of the
Company to be issued to TT, (x) Bartholomew  International  Investments Limited,
Inc. ("BIIL") provides for three million  (3,000,000)  shares of common stock of
the Company to be issued to BIIL,  and (xi) Darla  Sapone  ("DS")  provides  for
three million  (3,000,000) shares of common stock of the Company to be issued to
DS. 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,  marketing  and  financial
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 six (6) months.  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.



                                       3
<PAGE>

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant to Rule 457. On July 4, 2003,  the fair market  value of the  Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $0.03 per share. On this basis, the maximum  aggregate  offering price
for the shares being registered hereunder is $930,000, 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 .000092.

                                     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,  2002,  (ii) the  Company's
Quarterly  Report on Form 10-QSB and Form  10-QSB,  as amended,  for the quarter
ended March 31,  2003,  December  31,  2002,  and June 30,  2002,  and (iii) the
Company's  Reports on Forms 8-K and Forms 8-K, as  amended,  filed June 6, 2003.
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.

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 also a member
of the Board of Directors of the Registrant and the beneficial  owner of 800,000
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.

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;



                                       4
<PAGE>

(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.

                                   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 Campbell, California, on this 8th day of July, 2003.

                                       REALITY WIRELESS NETWORKS, INC.
                                       (Name of Registrant)



Date:  July 8, 2003                    By: /s/ Victor Romero
                                          -----------------------------------
                                          Victor Romero
                                          President


                                       5
<PAGE>




         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/ Victor Romero                         Director, President, acting CFO        7/8/03
---------------------------------------------
           Victor Romero


       /s/ Terry Byrne                           Director                               7/8/03
---------------------------------------------
           Terry Byrne


       /s/ Brent Haines                          Director                               7/8/03
---------------------------------------------
           Brent Haines


       /s/ David Otto                            Director                               7/8/03
---------------------------------------------
           David Otto

</TABLE>




                                       6
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Number        Description                                                               Page
------        -----------                                                               ----
<S>           <C>                                                                       <C>
4.1           Engagement Agreement with The Otto Law Group, PLLC

4.2           Consulting  Services  Agreement  between  Kevin  Evans and Reality
              Wireless Networks, Inc.

4.3           Consulting  Services Agreement between Mychael Margott and Reality
              Wireless Networks, Inc.

4.4           Consulting  Services  Agreement  between  Brent Haines and Reality
              Wireless Networks, Inc.

4.5           Consulting  Services  Agreement between Saratoga Capital Partners,
              Inc. and Reality Wireless Networks, Inc.

4.6           Consulting Services Agreement between Daedalus Ventures,  Inc. and
              Reality Wireless Networks, Inc.

4.7           Consulting  Services Agreement between Aequitas Ventures Corp. and
              Reality Wireless Networks, Inc.

4.8           Consulting   Services   Agreement  between  Nassau   International
              Consultants, Inc. and Reality Wireless Networks, Inc.

4.9           Consulting  Services  Agreement  between  Terry  Byrne and Reality
              Wireless Networks, Inc.

4.10          Consulting   Services   Agreement   between  T.T.   Byrne  Capital
              Investments, Inc. and Reality Wireless Networks, Inc.

4.11          Consulting  Services Agreement between  Bartholomew  International
              Investments Limited, Inc. and Reality Wireless Networks, Inc.

4.12          Consulting  Services  Agreement  between  Darla Sapone and Reality
              Wireless Networks, Inc.

4.13          Employment Agreement with Victor Romero

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 Malone & Bailey, PLLC
</TABLE>





                                       7
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 21338}]
{"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": "333-106914", "film-number": "03780828"}, "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

                                   ----------

                                    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)

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

                                   ----------

         CONSULTING SERVICES AGREEMENT BETWEEN BRENT HAINES AND REALITY
                            WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

    CONSULTING SERVICES AGREEMENT BETWEEN SARATOGA CAPITAL PARTNERS, INC. AND
                         REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

        CONSULTING SERVICES AGREEMENT BETWEEN TERRENCE BYRNE AND REALITY
                             WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

       CONSULTING SERVICES AGREEMENT BETWEEN DAEDALUS VENTURES, INC., AND
                         REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

         CONSULTING SERVICES AGREEMENT BETWEEN AEQUITAS VENTURES CORP. AND
                         REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

  CONSULTING SERVICES AGREEMENT BETWEEN NASSAU INTERNATIONAL CONSULTANTS, INC.,
                       AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

   CONSULTING SERVICES AGREEMENT BETWEEN T.T. BYRNE CAPITAL INVESTMENTS, INC.,
                       AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)
CONSULTING SERVICES AGREEMENT BETWEEN BARTHOLOMEW INTERNATIONAL INVESTMENTS
               LIMITED, INC., AND REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

     CONSULTING SERVICES AGREEMENT BETWEEN DARLA SAPONE AND REALITY WIRELESS
                                 NETWORKS, INC.
                              (Full Title of Plan)

        CONSULTING SERVICES AGREEMENT BETWEEN MYCHAEL MARGOTT AND REALITY
                             WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

          CONSULTING SERVICES AGREEMENT BETWEEN KEVIN EVANS 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)

 EMPLOYMENT AGREEMENT BETWEEN REALITY WIRELESS NETWORKS, INC., AND VICTOR ROMERO
                              (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. ___

                                       2
CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- -------------------------- -------------------------- --------------
                                                Proposed Maximum           Proposed Maximum
Title of Securities to   Amount to be           Offering Price Per         Aggregate Offering         Amount
be Registered            Registered(1)          Share(2)                   Price(2)                   of Fee(2)
------------------------ ---------------------- -------------------------- -------------------------- --------------
Common Stock,            31,000,000             $0.03                       $930,000                  $85.56
$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 four million  (4,000,000)
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.

(1) The employment agreement (the "Employment  Agreement") between Victor Romero
("Romero") and the Company provides for services to be rendered by Romero to the
Company as  President  and Chief  Operating  Officer.  The Company has chosen to
compensate  Romero for services  rendered,  in part, by issuing five million six
hundred sixty thousand  (5,660,000) shares of the Company's common stock in lieu
of the cash  compensation  called for in the Employment  Agreement,  two million
(2,000,000) of which are being registered herein. The general nature and purpose
of the Employment Agreement is to provide for executive officer services for the
Company  and,  at the  same  time,  compensate  Romero  for said  services.  The
Employment  Agreement is "at will".  The  Employment  Agreement  qualifies as an
Employee Benefit Plan as defined under Rule 405 of Regulation C.

(1)  The  consulting   services   agreements   (collectively,   the  "Consulting
Agreements")  between the Company and (i) Kevin Evans  ("KE")  provides  for two
million  (2,000,000)  shares of common  stock of the Company to be issued to LR,
(ii)  Mychael  Margott  ("MM")  provides for two million  (2,000,000)  shares of
common  stock of the  Company  to be issued to MM,  (iii)  Brent  Haines  ("BH")
provides for seven  million five hundred  twenty eight  thousand  three  hundred
thirty four  (7,528,334)  shares of common  stock of the Company to be issued to
BH, two million  (2,000,000) of which are being registered herein, (iv) Saratoga
Capital  Partners,  Inc.  ("SCP") provides for two million five hundred thousand
(2,500,000)  shares  of common  stock of the  Company  to be issued to SCP,  (v)
Daedalus  Ventures,  Inc. ("DV") provides for two million five hundred  thousand
(2,500,000)  shares  of common  stock of the  Company  to be issued to DV,  (vi)
Aequitas  Ventures Corp.  ("AC") provides for two million five hundred  thousand
(2,500,000)  shares of common  stock of the  Company  to be issued to AC,  (vii)
Nassau  International  Consultants,   Inc.  ("NIC")  provides  for  two  million
(2,000,000)  shares of common  stock of the Company to be issued to NIC,  (viii)
Terry Byrne ("TB") provides for five hundred thousand (500,000) shares of common
stock of the Company to be issued to TB, (ix) T.T.  Byrne  Capital  Investments,
Inc. ("TT") provides for three million (3,000,000) shares of common stock of the
Company to be issued to TT, (x) Bartholomew  International  Investments Limited,
Inc. ("BIIL") provides for three million  (3,000,000)  shares of common stock of
the Company to be issued to BIIL,  and (xi) Darla  Sapone  ("DS")  provides  for
three million  (3,000,000) shares of common stock of the Company to be issued to
DS. 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,  marketing  and  financial
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 six (6) months.  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.

                                       3
(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant to Rule 457. On July 4, 2003,  the fair market  value of the  Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $0.03 per share. On this basis, the maximum  aggregate  offering price
for the shares being registered hereunder is $930,000, 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 .000092.

                                     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,  2002,  (ii) the  Company's
Quarterly  Report on Form 10-QSB and Form  10-QSB,  as amended,  for the quarter
ended March 31,  2003,  December  31,  2002,  and June 30,  2002,  and (iii) the
Company's  Reports on Forms 8-K and Forms 8-K, as  amended,  filed June 6, 2003.
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.

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 also a member
of the Board of Directors of the Registrant and the beneficial  owner of 800,000
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.

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;

                                       4
(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.

                                   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 Campbell, California, on this 8th day of July, 2003.

                                       REALITY WIRELESS NETWORKS, INC.
                                       (Name of Registrant)

Date:  July 8, 2003                    By: /s/ Victor Romero
                                          -----------------------------------
                                          Victor Romero
                                          President

                                       5
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/ Victor Romero                         Director, President, acting CFO        7/8/03
---------------------------------------------
           Victor Romero

       /s/ Terry Byrne                           Director                               7/8/03
---------------------------------------------
           Terry Byrne

       /s/ Brent Haines                          Director                               7/8/03
---------------------------------------------
           Brent Haines

       /s/ David Otto                            Director                               7/8/03
---------------------------------------------
           David Otto
6
INDEX TO EXHIBITS
Number        Description                                                               Page
------        -----------                                                               ----
4.1           Engagement Agreement with The Otto Law Group, PLLC

4.2           Consulting  Services  Agreement  between  Kevin  Evans and Reality
              Wireless Networks, Inc.

4.3           Consulting  Services Agreement between Mychael Margott and Reality
              Wireless Networks, Inc.

4.4           Consulting  Services  Agreement  between  Brent Haines and Reality
              Wireless Networks, Inc.

4.5           Consulting  Services  Agreement between Saratoga Capital Partners,
              Inc. and Reality Wireless Networks, Inc.

4.6           Consulting Services Agreement between Daedalus Ventures,  Inc. and
              Reality Wireless Networks, Inc.

4.7           Consulting  Services Agreement between Aequitas Ventures Corp. and
              Reality Wireless Networks, Inc.

4.8           Consulting   Services   Agreement  between  Nassau   International
              Consultants, Inc. and Reality Wireless Networks, Inc.

4.9           Consulting  Services  Agreement  between  Terry  Byrne and Reality
              Wireless Networks, Inc.

4.10          Consulting   Services   Agreement   between  T.T.   Byrne  Capital
              Investments, Inc. and Reality Wireless Networks, Inc.

4.11          Consulting  Services Agreement between  Bartholomew  International
              Investments Limited, Inc. and Reality Wireless Networks, Inc.

4.12          Consulting  Services  Agreement  between  Darla Sapone and Reality
              Wireless Networks, Inc.

4.13          Employment Agreement with Victor Romero

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 Malone & Bailey, PLLC
7