<PAGE>

                       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)




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

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

      AMENDMENT NO. 2 TO CONSULTING SERVICES AGREEMENT BETWEEN BARTHOLOMEW
          INTERNATIONAL INVESTMENTS LIMITED, INC. AND REALITY WIRELESS
                                 NETWORKS, INC.
                              (Full Title of Plan)

            CONSULTING SERVICES AGREEMENT BETWEEN I-ELEMENT, INC. AND
                         REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

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

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

                               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)

<PAGE>



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>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                        <C>                      <C>                     <C>                          <C>

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

                        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,            45,333,000             $0.027                      $1,223,991                $99.02
$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 OLG on this Form S-8 registration statement. The
general nature and purpose of the Engagement Agreement is to provide for legal
services for the Company and, at the same time, compensate OLG for said legal
services. The Engagement Agreement does not provide for a specific term, but
remains in effect until terminated by either party. The Engagement Agreement
qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

(1) The consulting services agreements, and the amendments thereto
(collectively, the "Consulting Agreements") between the Company and (i) Neal So
("NS") provides for two million nine hundred seventy thousand (2,970,000) shares
of common stock of the Company to be issued to NS, two million five hundred
thousand (2,500,000) of which are being registered herein, (ii) Daedalus
Ventures, Inc. ("DVI") provides for sixteen million five hundred thousand
(16,500,000) shares of common stock of the Company to be issued to DVI, fourteen
million (14,000,000) of which are being registered herein (iii) Bartholomew
International Investments Limited, Inc. ("BIIL") provides for fifteen million
(15,000,000) shares of common stock of the Company to be issued to BIIL, ten
million (10,000,000) of which are being registered herein, (iv) Armando Rosa,
Jr. ("AR") provides for three million two hundred thousand (3,200,000) shares of
common stock of the Company to be issued to AR, two million five hundred
thousand (2,500,000) of which are being registered herein, and (v) I-Element,
Inc. ("I-E") provides for six million three hundred thirty three thousand
(6,333,000) shares of common stock of the Company to be issued to I-E, all of
which are being registered herein. 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, technology/software 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, however certain of the Consulting Agreement have been extended an
additional 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.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant  to Rule 457.  On  November  24,  2003,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter Bulletin Board was $0.027 per share. On this basis, the maximum
aggregate   offering  price  for  the  shares  being  registered   hereunder  is
$1,223,991,  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
..00008090.

                                     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 June 30, 2003, March 31, 2003, and December 31, 2002, and (iii) the
Company's Reports on Forms 8-K and Forms 8-K, as amended, filed November 17,
2003, November 12, 2003, August 21, 2003, July 20, 2003, and 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.

                                       3
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group, PLLC, who has prepared this Registration Statement and the
opinion regarding the authorization, issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal matters. Mr. Otto is the beneficial
owner of 2,803,333 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;

(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.

                                       4
<PAGE>

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

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

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



                                       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 Campbell, California, on this 25th day of November, 2003.

                                            REALITY WIRELESS NETWORKS, INC.
                                                (Name of Registrant)



Date: November 25, 2003                     By: /s/ Victor Romero
                                                -----------------
                                                     Victor Romero
                                                     President



         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>

<S>                   <C>                        <C>                                                   <C>
                 Signature                      Title                                               Date
                 ----------                     ------                                           ------------

                                                                                                  11/25/03
             /s/ Victor Romero                  Director, President, acting CFO
             -----------------
              Victor Romero

                                                                                                  11/25/03
              /s/ Terry Byrne                   Director
             -----------------
               Terry Byrne

                                                                                                  11/25/03
              /s/ Brent Haines                  Director
             ------------------
             Brent Haines


</TABLE>


                                       6
<PAGE>
<TABLE>
<CAPTION>

                                               INDEX TO EXHIBITS

  Number                                          Description                                           Page
<S>   <C>
      4.1          Engagement Agreement with The Otto Law Group, PLLC
      4.2          Consulting  Services  Agreement  between  Neal  So and  Reality  Wireless
                   Networks,  Inc. (incorporated by reference from Registration Statement on
                   Form S-8 filed with the Securities  and Exchange  Commission on October
                   3, 2003)
      4.3          Consulting  Services  Agreement  between  Armando Rosa,  Jr., and Reality
                   Wireless  Networks,  Inc.  (incorporated  by reference from  Registration
                   Statement on Form S-8 filed with the Securities  and Exchange  Commission
                   on October 3, 2003)
      4.4          Consulting  Services  Agreement  between  Daedalus  Ventures,   Inc.  and
                   Reality  Wireless   Networks,   Inc.   (incorporated  by  reference  from
                   Registration  Statement  on  Form  S-8  filed  with  the  Securities  and
                   Exchange Commission on July 10, 2003)
      4.5          Consulting   Services   Agreement   between   Bartholomew   International
                   Investments   Limited,   Inc.  and  Reality   Wireless   Networks,   Inc.
                   (incorporated by reference from Registration  Statement on Form S-8 filed
                   with the Securities and Exchange Commission on October 3, 2003)
      4.6          Amendment  No. 1 to  Consulting  Services  Agreement  between Neal So and
                   Reality Wireless Networks, Inc.
      4.7          Amendment No. 1 to Consulting Services Agreement between Armando Rosa,
                   Jr., and Reality Wireless Networks, Inc.
      4.8          Amendment  No.  1  to  Consulting  Services  Agreement  between  Daedalus
                   Ventures, Inc. and Reality Wireless Networks, Inc.
      4.9          Amendment No. 1 to Consulting Services Agreement between Bartholomew
                   International Investments Limited, Inc. and Reality Wireless Networks,
                   Inc. (incorporated by reference from Registration Statement on Form S-8
                   filed with the Securities and Exchange Commission on October 3, 2003)
                   Amendment No. 2 to Consulting Services Agreement between Bartholomew
     4.10          International  Investments  Limited,  Inc. and Reality Wireless Networks,
                   Inc.
                   Consulting  Services  Agreement  between  I-Element,   Inc.  and  Reality
     4.11          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 Malone & Bailey, PLLC



                                       7
</TABLE>



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 19157}]
{"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": "333-110844", "film-number": "031029619"}, "business-address": {"street1": "4106 FACTORIA BLVD. SE,", "street2": "SUITE 214", "city": "BELLEVUE", "state": "WA", "zip": "98006", "phone": "4083791716"}, "mail-address": {"street1": "1010 435 MARTIN STREET", "city": "BLAINE", "state": "WA", "zip": "98230"}, "former-company": {"former-conformed-name": "DICOM IMAGING SYSTEMS INC", "date-changed": "19990610"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

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

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

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

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

      AMENDMENT NO. 2 TO CONSULTING SERVICES AGREEMENT BETWEEN BARTHOLOMEW
          INTERNATIONAL INVESTMENTS LIMITED, INC. AND REALITY WIRELESS
                                 NETWORKS, INC.
                              (Full Title of Plan)

            CONSULTING SERVICES AGREEMENT BETWEEN I-ELEMENT, INC. AND
                         REALITY WIRELESS NETWORKS, INC.
                              (Full Title of Plan)

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

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

                               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,            45,333,000             $0.027                      $1,223,991                $99.02
$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 OLG on this Form S-8 registration statement. The
general nature and purpose of the Engagement Agreement is to provide for legal
services for the Company and, at the same time, compensate OLG for said legal
services. The Engagement Agreement does not provide for a specific term, but
remains in effect until terminated by either party. The Engagement Agreement
qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

(1) The consulting services agreements, and the amendments thereto
(collectively, the "Consulting Agreements") between the Company and (i) Neal So
("NS") provides for two million nine hundred seventy thousand (2,970,000) shares
of common stock of the Company to be issued to NS, two million five hundred
thousand (2,500,000) of which are being registered herein, (ii) Daedalus
Ventures, Inc. ("DVI") provides for sixteen million five hundred thousand
(16,500,000) shares of common stock of the Company to be issued to DVI, fourteen
million (14,000,000) of which are being registered herein (iii) Bartholomew
International Investments Limited, Inc. ("BIIL") provides for fifteen million
(15,000,000) shares of common stock of the Company to be issued to BIIL, ten
million (10,000,000) of which are being registered herein, (iv) Armando Rosa,
Jr. ("AR") provides for three million two hundred thousand (3,200,000) shares of
common stock of the Company to be issued to AR, two million five hundred
thousand (2,500,000) of which are being registered herein, and (v) I-Element,
Inc. ("I-E") provides for six million three hundred thirty three thousand
(6,333,000) shares of common stock of the Company to be issued to I-E, all of
which are being registered herein. 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, technology/software 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, however certain of the Consulting Agreement have been extended an
additional 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.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant  to Rule 457.  On  November  24,  2003,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter Bulletin Board was $0.027 per share. On this basis, the maximum
aggregate   offering  price  for  the  shares  being  registered   hereunder  is
$1,223,991,  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
..00008090.

                                     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 June 30, 2003, March 31, 2003, and December 31, 2002, and (iii) the
Company's Reports on Forms 8-K and Forms 8-K, as amended, filed November 17,
2003, November 12, 2003, August 21, 2003, July 20, 2003, and 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.

                                       3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group, PLLC, who has prepared this Registration Statement and the
opinion regarding the authorization, issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal matters. Mr. Otto is the beneficial
owner of 2,803,333 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;

(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.

                                       4
(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 Campbell, California, on this 25th day of November, 2003.

                                            REALITY WIRELESS NETWORKS, INC.
                                                (Name of Registrant)

Date: November 25, 2003                     By: /s/ Victor Romero
                                                -----------------
                                                     Victor Romero
                                                     President

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

                                                                                                  11/25/03
             /s/ Victor Romero                  Director, President, acting CFO
             -----------------
              Victor Romero

                                                                                                  11/25/03
              /s/ Terry Byrne                   Director
             -----------------
               Terry Byrne

                                                                                                  11/25/03
              /s/ Brent Haines                  Director
             ------------------
             Brent Haines
6
INDEX TO EXHIBITS

  Number                                          Description                                           Page
4.1          Engagement Agreement with The Otto Law Group, PLLC
      4.2          Consulting  Services  Agreement  between  Neal  So and  Reality  Wireless
                   Networks,  Inc. (incorporated by reference from Registration Statement on
                   Form S-8 filed with the Securities  and Exchange  Commission on October
                   3, 2003)
      4.3          Consulting  Services  Agreement  between  Armando Rosa,  Jr., and Reality
                   Wireless  Networks,  Inc.  (incorporated  by reference from  Registration
                   Statement on Form S-8 filed with the Securities  and Exchange  Commission
                   on October 3, 2003)
      4.4          Consulting  Services  Agreement  between  Daedalus  Ventures,   Inc.  and
                   Reality  Wireless   Networks,   Inc.   (incorporated  by  reference  from
                   Registration  Statement  on  Form  S-8  filed  with  the  Securities  and
                   Exchange Commission on July 10, 2003)
      4.5          Consulting   Services   Agreement   between   Bartholomew   International
                   Investments   Limited,   Inc.  and  Reality   Wireless   Networks,   Inc.
                   (incorporated by reference from Registration  Statement on Form S-8 filed
                   with the Securities and Exchange Commission on October 3, 2003)
      4.6          Amendment  No. 1 to  Consulting  Services  Agreement  between Neal So and
                   Reality Wireless Networks, Inc.
      4.7          Amendment No. 1 to Consulting Services Agreement between Armando Rosa,
                   Jr., and Reality Wireless Networks, Inc.
      4.8          Amendment  No.  1  to  Consulting  Services  Agreement  between  Daedalus
                   Ventures, Inc. and Reality Wireless Networks, Inc.
      4.9          Amendment No. 1 to Consulting Services Agreement between Bartholomew
                   International Investments Limited, Inc. and Reality Wireless Networks,
                   Inc. (incorporated by reference from Registration Statement on Form S-8
                   filed with the Securities and Exchange Commission on October 3, 2003)
                   Amendment No. 2 to Consulting Services Agreement between Bartholomew
     4.10          International  Investments  Limited,  Inc. and Reality Wireless Networks,
                   Inc.
                   Consulting  Services  Agreement  between  I-Element,   Inc.  and  Reality
     4.11          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 Malone & Bailey, PLLC

                                       7