<PAGE>



                                      Registration  Statement  No.  ____________
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                   ___________________________________________


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


                         REALITY WIRELESS NETWORKS, INC.
                    (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)
--------------------------------------------------------------------------------

CONSULTING AGREEMENT BETWEEN REALITY WIRELESS NETWORKS, INC., AND TERRENCE BYRNE
                              (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.    X
                                                                 ---

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


                                         Proposed Maximum      Proposed Maximum
Title of Securities     Amount to be     Offering Price Per   Aggregate Offering  Amount
to be Registered         Registered*           Share**             Price**        of Fee
--------------------  -----------------  -------------------  ------------------  -------
<S>                   <C>                <C>                  <C>                   <C>
Common Stock,
0.001 par value              1,730,000   $            0.14       $    242,200     $22.28
--------------------  -----------------  -------------------  ------------------  -------

</TABLE>

*   The consulting agreement (the "Consulting Agreement") between Terrence Byrne
("Byrne")  and  Reality  Wireless  Networks,  Inc.  (the  "Company"  or  the
"Registrant")  provides for one million four hundred thirty thousand (1,430,000)
shares  of  common  stock  of  the Company to be issued to Byrne in exchange for
consulting  services. The general nature and purpose of the Consulting Agreement
is  to  provide  for  consulting services for the Company and, at the same time,
compensate  Byrne  for  said  consulting  services.  The  term of the Consulting
Agreement  is  twelve  (12)  months and may be renewed for successive periods of
twelve  (12)  months  thereafter  by the mutual written agreement of the Parties
hereto  made  at  least  one (1) month prior to the expiration of such term. The
Consulting  Agreement  may  be terminated at any time by the Company or Byrne by
providing  written notice to the other party. The Consulting Agreement qualifies
as  an  Employee  Benefit  Plan  as  defined  under  Rule  405  of Regulation C.

*  The  engagement  agreement  (the "Engagement Agreement") between The Otto Law
Group,  PLLC  ("OLG") and the Company provides for legal services to be rendered
by  OLG  to the Company on a periodic basis. The Company has chosen to partially
compensate  OLG  for  legal  services rendered by issuing three hundred thousand
(300,000)  shares  of  the Company's common stock to OLG. The general nature and
purpose  of  the  Engagement  Agreement is to provide for legal services for the
Company  and,  at  the  same  time,  compensate OLG for said legal services. The
Engagement Agreement does not provide for a specific term, but remains in effect
until  terminated  by  either  party.  The  Engagement Agreement qualifies as an
Employee  Benefit  Plan  as  defined  under  Rule  405  of  Regulation  C.

**     Estimated  solely  for  the  purposes of determining the registration fee
pursuant  to  Rule  457.  On  February  8,  2003,  the  fair market value of the
Company's  common  stock,  determined  from  its  closing  price  on  the
Over-the-Counter Bulletin Board was $0.14 per share.  On this basis, the maximum
aggregate  offering price for the shares being registered hereunder is $242,200,
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.


<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.

<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 8th day of February, 2003.

                                   REALITY  WIRELESS  NETWORKS,  INC.
                                   (Name  of  Registrant)



Date:  February 8, 2003             By:  /s/    Dennis Spina
                                      ---------------------------
                                      Dennis Spina, President
                                      and Chief Executive Officer




<PAGE>

                                POWER OF ATTORNEY

     Each  person  whose signature appears below constitutes and appoints Victor
Romero  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>
<S>                                   <C>                                                          <C>


SIGNATURE                              TITLE                                                      DATE
---------                              -----                                                      ----

/s/    Dennis Spina       President and Chief Executive  Officer                        February 8, 2003
------------------------  (Principal Executive Officer)
Dennis Spina


/s/    Rick Ramirez       Vice President, Business Development                          February 8, 2003
-----------------------   and Director
Rick Ramirez


/s/    Victor Romero       Chief Operations Officer and Director                        February 8, 2003
-----------------------
Victor Romero

/s/ Brent Haines           Director                                                     February 8, 2003
-----------------------
Brent Haines

</TABLE>
                                  INDEX TO EXHIBITS
                                  -----------------

Number     Description                                                    Page
------     -----------                                                    ----

   4     Consulting Agreement with Terrence Byrne                         6

 4.1     Engagement Agreement with The Otto Law Group, PLLC               12

   5     Opinion of The Otto Law Group, PLLC                              17

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

23.2     Consent of Malone & Bailey, PLLC                                 18


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 15908}]
{"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": "333-103099", "film-number": "03550473"}, "business-address": {"street1": "4106 FACTORIA BLVD. SE,", "street2": "SUITE 214", "city": "BELLEVUE", "state": "WA", "zip": "98006", "phone": "4083791716"}, "mail-address": {"street1": "1010 435 MARTIN STREET", "city": "BLAINE", "state": "WA", "zip": "98230"}, "former-company": {"former-conformed-name": "DICOM IMAGING SYSTEMS INC", "date-changed": "19990610"}}
Registration  Statement  No.  ____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                   ___________________________________________

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

                         REALITY WIRELESS NETWORKS, INC.
                    (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)
--------------------------------------------------------------------------------

CONSULTING AGREEMENT BETWEEN REALITY WIRELESS NETWORKS, INC., AND TERRENCE BYRNE
                              (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.    X
                                                                 ---
CALCULATION OF REGISTRATION FEE
Proposed Maximum      Proposed Maximum
Title of Securities     Amount to be     Offering Price Per   Aggregate Offering  Amount
to be Registered         Registered*           Share**             Price**        of Fee
--------------------  -----------------  -------------------  ------------------  -------
Common Stock,
0.001 par value              1,730,000   $            0.14       $    242,200     $22.28
--------------------  -----------------  -------------------  ------------------  -------
*   The consulting agreement (the "Consulting Agreement") between Terrence Byrne
("Byrne")  and  Reality  Wireless  Networks,  Inc.  (the  "Company"  or  the
"Registrant")  provides for one million four hundred thirty thousand (1,430,000)
shares  of  common  stock  of  the Company to be issued to Byrne in exchange for
consulting  services. The general nature and purpose of the Consulting Agreement
is  to  provide  for  consulting services for the Company and, at the same time,
compensate  Byrne  for  said  consulting  services.  The  term of the Consulting
Agreement  is  twelve  (12)  months and may be renewed for successive periods of
twelve  (12)  months  thereafter  by the mutual written agreement of the Parties
hereto  made  at  least  one (1) month prior to the expiration of such term. The
Consulting  Agreement  may  be terminated at any time by the Company or Byrne by
providing  written notice to the other party. The Consulting Agreement qualifies
as  an  Employee  Benefit  Plan  as  defined  under  Rule  405  of Regulation C.

*  The  engagement  agreement  (the "Engagement Agreement") between The Otto Law
Group,  PLLC  ("OLG") and the Company provides for legal services to be rendered
by  OLG  to the Company on a periodic basis. The Company has chosen to partially
compensate  OLG  for  legal  services rendered by issuing three hundred thousand
(300,000)  shares  of  the Company's common stock to OLG. The general nature and
purpose  of  the  Engagement  Agreement is to provide for legal services for the
Company  and,  at  the  same  time,  compensate OLG for said legal services. The
Engagement Agreement does not provide for a specific term, but remains in effect
until  terminated  by  either  party.  The  Engagement Agreement qualifies as an
Employee  Benefit  Plan  as  defined  under  Rule  405  of  Regulation  C.

**     Estimated  solely  for  the  purposes of determining the registration fee
pursuant  to  Rule  457.  On  February  8,  2003,  the  fair market value of the
Company's  common  stock,  determined  from  its  closing  price  on  the
Over-the-Counter Bulletin Board was $0.14 per share.  On this basis, the maximum
aggregate  offering price for the shares being registered hereunder is $242,200,
and  this  is  the  basis  for  computing the filing fee in accordance with Rule
457(h)  and  at  a  rate  of the aggregate offering price multiplied by .000092.

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

The  following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this  registration statement: (i) the Company's Annual Report on Form 10-KSB, as
amended,  for  the  fiscal year ended September 30, 2002, and (ii) the Company's
Form 10-SB filed June 15, 1999, describing the Company's common stock, including
all  amendments  and  reports for the purpose of updating such description.  All
documents  subsequently  filed  by  the  Registrant  pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of  a  post-effective amendment which indicates that all securities offered have
been  sold  or  which deregisters all securities then remaining unsold, shall be
deemed  to be incorporated by reference in this registration statement and to be
part  hereof  from  the  date  of  the  filing  of  such  documents.
ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

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.
(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 8th day of February, 2003.

                                   REALITY  WIRELESS  NETWORKS,  INC.
                                   (Name  of  Registrant)

Date:  February 8, 2003             By:  /s/    Dennis Spina
                                      ---------------------------
                                      Dennis Spina, President
                                      and Chief Executive Officer
POWER OF ATTORNEY

     Each  person  whose signature appears below constitutes and appoints Victor
Romero  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 and Chief Executive  Officer                        February 8, 2003
------------------------  (Principal Executive Officer)
Dennis Spina

/s/    Rick Ramirez       Vice President, Business Development                          February 8, 2003
-----------------------   and Director
Rick Ramirez

/s/    Victor Romero       Chief Operations Officer and Director                        February 8, 2003
-----------------------
Victor Romero

/s/ Brent Haines           Director                                                     February 8, 2003
-----------------------
Brent Haines
INDEX TO EXHIBITS
                                  -----------------

Number     Description                                                    Page
------     -----------                                                    ----

   4     Consulting Agreement with Terrence Byrne                         6

 4.1     Engagement Agreement with The Otto Law Group, PLLC               12

   5     Opinion of The Otto Law Group, PLLC                              17

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

23.2     Consent of Malone & Bailey, PLLC                                 18