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)

                        4906 Point Fosdick Dr., Suite 102
                              Gig Harbor, WA 98335
                    (Address of Principal Executive Offices)
   ---------------------------------------------------------------------------

            AMENDMENT NO. 8 TO CONSULTING SERVICES AGREEMENT BETWEEN
            BARTHOLOMEW INTERNATIONAL INVESTMENTS LIMITED, INC. and
                        REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

            AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN
                MICHAEL PARK and REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

            CONSULTING SERVICES AGREEMENT BETWEEN BRADFORD VAN SICLEN
                      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)

                          Laughlin International, Inc.
                            2533 North Carson Street
                              Carson City, NV 89706
      (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

<TABLE>
<CAPTION>

Title of                                       Proposed           Maximum              Proposed
Securities to              Amount to be        Offering Price     Aggregate            Maximum
be Registered              Registered(1)       Per Share(2)       Offering Price(2)    Amount of Fee(2)
---------------            --------------      ----------------   -----------------    ----------------
<S>                        <C>                 <C>                <C>                  <C>
Common Stock,                  24,000,000      $           .007   $         168,000    $          21.29
$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 10,000,000 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 agreement, and the amendments thereto (collectively,
the "Consulting Agreement") between the Company and Bartholomew International
Investments Limited, Inc. ("BIIL") provides for 5,000,000 shares of common stock
of the Company to be issued to Terrence Byrne. The consultant receiving shares
of common stock of the Company pursuant to the Consulting Agreement shall be
referred to herein as the "Consultant." The general nature and purpose of the
Consulting Agreement is to provide for business management and wireless
technology consulting services for the Company and, at the same time, compensate
the Consultant for said consulting services. The term of the Consulting
Agreement is one (1) year, except as provided herein. The Consulting Agreement
may be renewed only by the mutual written agreement of the Parties. The Company
or the Consultant may terminate the Consulting Agreement at any time by written
notice to the other party. The Consulting Agreement qualifies as an Employee
Benefit Plan as defined under Rule 405 of Regulation C.

(1) The consulting services agreement, and the amendments thereto (collectively,
the "Consulting Agreement") between the Company and Michael Park ("Park")
provides for 4,000,000 shares of common stock of the Company to be issued to
Park. The consultant receiving shares of common stock of the Company pursuant to
the Consulting Agreement shall be referred to herein as the "Consultant." The
general nature and purpose of the Consulting Agreement is to provide for
business management and wireless technology consulting services for the Company
and, at the same time, compensate the Consultant for said consulting services.
The term of the Consulting Agreement is one (1) year, except as provided herein.
The Consulting Agreement may be renewed only by the mutual written agreement of
the Parties. The Company or the Consultant may terminate the Consulting
Agreement at any time by written notice to the other party. The Consulting
Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of
Regulation C.


                                       2
<PAGE>


(1) The consulting services agreement between the Company and Bradford Van
Siclen ("Van Siclen") provides for 5,000,000 shares of common stock of the
Company to be issued to Van Siclen. The consultant receiving shares of common
stock of the Company pursuant to the Consulting Agreement shall be referred to
herein as the "Consultant." The general nature and purpose of the Consulting
Agreement is to provide business management and wireless technology consulting
services for the Company and analysis of investment and development
opportunities in technology industry for the Company and, at the same time,
compensate the Consultant for said consulting services. The term of the
Consulting Agreement is for twelve (12) months, except as provided herein. The
Consulting Agreement may be renewed only by the mutual written agreement of the
Parties. The Company or the Consultant may terminate the Consulting Agreement at
any time by written notice to the other party. The Consulting Agreement
qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457. On December 3, 2004, the fair market value of the
Company's common stock, determined from its closing price on the
Over-the-Counter Bulletin Board was $.007 per share. On this basis, the maximum
aggregate offering price for the shares being registered hereunder is $168,000
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,  March 31, 2004 and June 30, 2004 (iii) the Company's  periodic reports on
Form 8-K, as amended,  filed  February 10, 2004,  March 26, 2004,  May 10, 2004,
August 27, 2004 and November 12, 2004 (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.


                                       3
<PAGE>


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.


                                       4
<PAGE>


(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.


                                       5
<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 3rd day of December, 2004.

                                        REALITY WIRELESS NETWORKS, INC.
                                                     (Name of Registrant)


  Date: December 3, 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   12/03/2004
------------------
By: Steve Careaga


                                       6
<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. 8 to Consulting  Services  Agreement between  Bartholomew
         International Investments Limited, Inc., and Reality Wireless Networks,
         Inc.

4.4      Consulting Services Agreement between Michael Park and Reality Wireless
         Networks, Inc. (2)

4.5      Amendment No. 1 to Consulting  Services  Agreement between Michael Park
         and Reality Wireless Networks, Inc.

4.6      Consulting  Services  Agreement between Bradford Van Siclen 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 Independent Auditor


----------
(1)   Incorporated  by  reference  to the Form S-8  filed  by  Reality  Wireless
      Networks, Inc., on July 10, 2003.
(2)   Incorporated  by  reference  to the Form S-8  filed  by  Reality  Wireless
      Networks, Inc., on Nov. 11, 2004.


                                       7
[{"type": "S-8", "sequence": "1", "filename": "v09684_s-8.txt", "secsgml_size_bytes": 16852}]
{"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": "333-121122", "film-number": "041194456"}, "business-address": {"street1": "7235 NORTH CREEK LOOP", "city": "GIG HARBOR", "state": "WA", "zip": "98335", "phone": "253-853-3632"}, "mail-address": {"street1": "7235 NORTH CREEK LOOP", "city": "GIG HARBOR", "state": "WA", "zip": "98335"}, "former-company": [{"former-conformed-name": "REALITY WIRELESS NETWORKS  INC", "date-changed": "20011211"}, {"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)

                        4906 Point Fosdick Dr., Suite 102
                              Gig Harbor, WA 98335
                    (Address of Principal Executive Offices)
   ---------------------------------------------------------------------------

            AMENDMENT NO. 8 TO CONSULTING SERVICES AGREEMENT BETWEEN
            BARTHOLOMEW INTERNATIONAL INVESTMENTS LIMITED, INC. and
                        REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

            AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN
                MICHAEL PARK and REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

            CONSULTING SERVICES AGREEMENT BETWEEN BRADFORD VAN SICLEN
                      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)

                          Laughlin International, Inc.
                            2533 North Carson Street
                              Carson City, NV 89706
      (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
Securities to              Amount to be        Offering Price     Aggregate            Maximum
be Registered              Registered(1)       Per Share(2)       Offering Price(2)    Amount of Fee(2)
---------------            --------------      ----------------   -----------------    ----------------
Common Stock,                  24,000,000      $           .007   $         168,000    $          21.29
$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 10,000,000 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 agreement, and the amendments thereto (collectively,
the "Consulting Agreement") between the Company and Bartholomew International
Investments Limited, Inc. ("BIIL") provides for 5,000,000 shares of common stock
of the Company to be issued to Terrence Byrne. The consultant receiving shares
of common stock of the Company pursuant to the Consulting Agreement shall be
referred to herein as the "Consultant." The general nature and purpose of the
Consulting Agreement is to provide for business management and wireless
technology consulting services for the Company and, at the same time, compensate
the Consultant for said consulting services. The term of the Consulting
Agreement is one (1) year, except as provided herein. The Consulting Agreement
may be renewed only by the mutual written agreement of the Parties. The Company
or the Consultant may terminate the Consulting Agreement at any time by written
notice to the other party. The Consulting Agreement qualifies as an Employee
Benefit Plan as defined under Rule 405 of Regulation C.

(1) The consulting services agreement, and the amendments thereto (collectively,
the "Consulting Agreement") between the Company and Michael Park ("Park")
provides for 4,000,000 shares of common stock of the Company to be issued to
Park. The consultant receiving shares of common stock of the Company pursuant to
the Consulting Agreement shall be referred to herein as the "Consultant." The
general nature and purpose of the Consulting Agreement is to provide for
business management and wireless technology consulting services for the Company
and, at the same time, compensate the Consultant for said consulting services.
The term of the Consulting Agreement is one (1) year, except as provided herein.
The Consulting Agreement may be renewed only by the mutual written agreement of
the Parties. The Company or the Consultant may terminate the Consulting
Agreement at any time by written notice to the other party. The Consulting
Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of
Regulation C.

                                       2
(1) The consulting services agreement between the Company and Bradford Van
Siclen ("Van Siclen") provides for 5,000,000 shares of common stock of the
Company to be issued to Van Siclen. The consultant receiving shares of common
stock of the Company pursuant to the Consulting Agreement shall be referred to
herein as the "Consultant." The general nature and purpose of the Consulting
Agreement is to provide business management and wireless technology consulting
services for the Company and analysis of investment and development
opportunities in technology industry for the Company and, at the same time,
compensate the Consultant for said consulting services. The term of the
Consulting Agreement is for twelve (12) months, except as provided herein. The
Consulting Agreement may be renewed only by the mutual written agreement of the
Parties. The Company or the Consultant may terminate the Consulting Agreement at
any time by written notice to the other party. The Consulting Agreement
qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457. On December 3, 2004, the fair market value of the
Company's common stock, determined from its closing price on the
Over-the-Counter Bulletin Board was $.007 per share. On this basis, the maximum
aggregate offering price for the shares being registered hereunder is $168,000
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,  March 31, 2004 and June 30, 2004 (iii) the Company's  periodic reports on
Form 8-K, as amended,  filed  February 10, 2004,  March 26, 2004,  May 10, 2004,
August 27, 2004 and November 12, 2004 (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.

                                       3
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.

                                       4
(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.

                                       5
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 3rd day of December, 2004.

                                        REALITY WIRELESS NETWORKS, INC.
                                                     (Name of Registrant)

  Date: December 3, 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   12/03/2004
------------------
By: Steve Careaga

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

4.4      Consulting Services Agreement between Michael Park and Reality Wireless
         Networks, Inc. (2)

4.5      Amendment No. 1 to Consulting  Services  Agreement between Michael Park
         and Reality Wireless Networks, Inc.

4.6      Consulting  Services  Agreement between Bradford Van Siclen 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 Independent Auditor

----------
(1)   Incorporated  by  reference  to the Form S-8  filed  by  Reality  Wireless
      Networks, Inc., on July 10, 2003.
(2)   Incorporated  by  reference  to the Form S-8  filed  by  Reality  Wireless
      Networks, Inc., on Nov. 11, 2004.

                                       7