<PAGE>

                                      Registration Statement No. ____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

                    -----------------------------------------
                                 APRIL 10, 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>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                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,            3,362,000              $0.48                       $1,613,760                $148.47
$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 (x) 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.

**  Estimated  solely for the  purposes  of  determining  the  registration  fee
pursuant to Rule 457. On April 9, 2003,  the fair market value of the  Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $0.48 per share. On this basis, the maximum  aggregate  offering price
for the shares being registered  hereunder is $1,613,760, 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.



                                       2
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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 The Otto Law Group, PLLC.

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;

                             (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.



                                       3
<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.

                                   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 9th day of April, 2003.

                                            REALITY WIRELESS NETWORKS, INC.
                                                    (Name of Registrant)



Date:  April 10, 2003                       By:    /s/    Dennis Spina
                                               --------------------------------
                                                  Dennis Spina, President
                                                  and Chief Executive Officer




                                       4
<PAGE>



                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Dennis Spina his or her  attorney-in-fact,  with the power of substitution,  for
them in any and all  capacities,  to sign any  amendments  to this  registration
statement,  and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.

         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/ Dennis Spina               President, Chief Executive Officer and Director      April 10, 2003
---------------------
       Dennis Spina               (Principal Executive Officer)



   /s/ Rick Ramirez               Vice President, Business Development, Secretary,     April 10, 2003
---------------------
       Rick Ramirez               Treasurer and Director
                                  (Chief Financial Officer)



   /s/ Brent Haines               Director                                             April 10, 2003
---------------------
       Brent Haines


   /s/ Victor Romero              Chief Operations Officer and Director                April 10, 2003
----------------------
       Victor Romero              (Principal Executive Officer)
</TABLE>



                                       5
<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Number                                           Description                                            Page
------                                           -----------                                            ----
<S>            <C>                                                                                       <C>
      1        Consulting Agreement with Titan Advantages LTD                                             7
      2        Consulting Agreement with Donald Gross                                                    13
      3        Consulting Agreement with Artco Enterprises                                               19
      4        Consulting Agreement with Robert Gray                                                     25
      5        Consulting Agreement with Nassau Consultants                                              31
      6        Consulting Agreement with N-Layer Tele-Consultants                                        37
      7        Consulting Agreement with Evander Evans                                                   43
      8        Consulting Agreement with Erin Steiner                                                    48
      9        Consulting Agreement with Robert Zimmerman                                                53
     10        Consulting Agreement with Bruce D. Campbell                                               58
     11        Opinion of The Otto Law Group, PLLC                                                       65
    23.1       Consent of The Otto Law Group, PLLC (contained in exhibit 11)                             65
    23.2       Consent of Malone & Bailey, PLLC                                                          66

</TABLE>


                                       6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 19878}]
{"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": "333-104425", "film-number": "03645211"}, "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

                    -----------------------------------------
                                 APRIL 10, 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,            3,362,000              $0.48                       $1,613,760                $148.47
$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 (x) 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.

**  Estimated  solely for the  purposes  of  determining  the  registration  fee
pursuant to Rule 457. On April 9, 2003,  the fair market value of the  Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $0.48 per share. On this basis, the maximum  aggregate  offering price
for the shares being registered  hereunder is $1,613,760, 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.

                                       2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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 The Otto Law Group, PLLC.

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;

                             (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.

                                       3
(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

         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 9th day of April, 2003.

                                            REALITY WIRELESS NETWORKS, INC.
                                                    (Name of Registrant)

Date:  April 10, 2003                       By:    /s/    Dennis Spina
                                               --------------------------------
                                                  Dennis Spina, President
                                                  and Chief Executive Officer

                                       4
POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Dennis Spina his or her  attorney-in-fact,  with the power of substitution,  for
them in any and all  capacities,  to sign any  amendments  to this  registration
statement,  and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.

         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/ Dennis Spina               President, Chief Executive Officer and Director      April 10, 2003
---------------------
       Dennis Spina               (Principal Executive Officer)

   /s/ Rick Ramirez               Vice President, Business Development, Secretary,     April 10, 2003
---------------------
       Rick Ramirez               Treasurer and Director
                                  (Chief Financial Officer)

   /s/ Brent Haines               Director                                             April 10, 2003
---------------------
       Brent Haines

   /s/ Victor Romero              Chief Operations Officer and Director                April 10, 2003
----------------------
       Victor Romero              (Principal Executive Officer)
5
INDEX TO EXHIBITS
Number                                           Description                                            Page
------                                           -----------                                            ----
1        Consulting Agreement with Titan Advantages LTD                                             7
      2        Consulting Agreement with Donald Gross                                                    13
      3        Consulting Agreement with Artco Enterprises                                               19
      4        Consulting Agreement with Robert Gray                                                     25
      5        Consulting Agreement with Nassau Consultants                                              31
      6        Consulting Agreement with N-Layer Tele-Consultants                                        37
      7        Consulting Agreement with Evander Evans                                                   43
      8        Consulting Agreement with Erin Steiner                                                    48
      9        Consulting Agreement with Robert Zimmerman                                                53
     10        Consulting Agreement with Bruce D. Campbell                                               58
     11        Opinion of The Otto Law Group, PLLC                                                       65
    23.1       Consent of The Otto Law Group, PLLC (contained in exhibit 11)                             65
    23.2       Consent of Malone & Bailey, PLLC                                                          66
6