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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM 10-KSB

[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended December 31, 2003

[    ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934







Registrant's telephone number, including area code: (801) 497-9075

Securities registered pursuant to Section 12(b) of the Act:  NONE Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports, and (2) has been
subject to such filing requirements for the past 90 days.        [ X] Yes     [    ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

Revenue for the year ended December 31, 2003:   $0

As of   March 3, 2004, it is unclear as to the aggregate market value of the voting stock held by non-affiliates of the Registrant.  This is due
to the low or almost non-existing trading of the Registrant's Securities.

As of March 3, 2004 the number of shares outstanding of the Registrant's Common Stock was 276,262

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This annual report on Form 10-KSB contains forward-looking statements withing the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements involve risks and uncertainties that may cause the Company's actual
results to differ materially from the results discussed in the forward-looking statements.





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Since April 1999, the Company has been exploring potential business opportunities to acquire or merge with.
Until a suitable acquisition candidate can be found, the Company intends to comply with all SEC reporting
requirements in order to maintain its status as a public company.  On February 1, 2002, the Company acquired all
of the issued and outstanding shares of Bright Europe Tech, Inc., and Faster Cash ATM, Inc. Due to market
conditions in the United States and Eastern Europe which prevented planned capital raising, the Company rescinded
the acquisitions during the second fiscal quarter of 2002.

During November 2003, the shareholders consented to a change in the name of the Company, to be
determined at a later date, and a reverse split of 40 to 1 of the Company's common stock.   The reverse became
effective in February 2004.

You may read and copy any materials filed with the Securities and Exchange Commission ("SEC") by the
Company at the SEC's Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549, or by
logging on to the SEC's website which contains reports, proxy and information statements
and other information regarding the  Company filed electronically.  You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The board of directors feel that the Company does not meet the criteria of a development stage company (as
defined in SFAS 7 "Accounting and Reporting by Development Stage Enterprises") primarily because it is not
currently producing or marketing a product or service. However, the Company is currently seeking a business
opportunity to merge with or acquire, but to date has not located any such business opportunities.

In seeking a business opportunity to merge with or acquire, management is reviewing various business plans.
Management has not limited their review of plans or exploration of acquisitions to any particular industry or service
sector. Though there appears to be a large number of companies seeking to merge with an existing public company,
the management has not yet identified a business to complete such a transaction with and the Company has not
entered into any binding agreements for an acquisition or merger. There is no assurance that the Company will be
successful in finding any business opportunity to merge with or acquire.

ITEM 2.	DESCRIPTION OF PROPERTY

The Company currently maintains its corporate presence from the office of the Company's legal counsel and
pays no rent or expenses.

ITEM 3. 	LEGAL PROCEEDINGS

None

ITEM 4. 	SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

During November 2003, the shareholders consented to a change in the name of the Company, to be
determined at a later date, and a reverse split of 40 to 1 of the Company's common stock.  The fractional shares were
rounded up to the nearest full share, no certificate below 100 shares was reversed and no certificate greater than 100
shares was reversed below 100 shares.  The reverse has been retroactively restated and is reflected in the financial
statements.



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MARKET PRICE OF COMMON STOCK

The Company  currently has issued and  outstanding 276,262 shares of common stock owned by
approximately  110  shareholders of record.  During the preceding two fiscal years the Company has not paid any
dividends on its Common Stock, and the Company does not  anticipate  that it will pay dividends in the  foreseeable
future.  The future payment of dividends,  if any, on the common stock is within the  discretion  of the Board of
Directors  and will  depend  on the  Company's earnings,  its capital requirements,  and financial condition and other
relevant factors. A history of the stock price of the Company is as follows:

|2003         | High | Low | 2002         | High  | Low      | 2001         | High | Low
|------------ | ---- | --- | ------------ | ----- | -------- | ------------ | ---- | ---
|1st  Quarter | N/A  | N/A | 1st  Quarter | N/A   | N/A      | 1st  Quarter | N/A  | N/A
|2nd  Quarter | N/A  | N/A | 2nd  Quarter | N/A   | N/A      | 2nd  Quarter | N/A  | N/A
|3rd  Quarter | N/A  | N/A | 3rd  Quarter | N/A   | N/A      | 3rd  Quarter | N/A  | N/A
|4th  Quarter | N/A  | N/A | 4th  Quarter | $3.75 | $   0.21 | 4th  Quarter | N/A  | N/A

The Company's Common Stock is currently traded on the OTC Bulletin Board under the symbol "RLYI".
The Company is not required to deliver an annual report to its shareholders and will not deliver an annual report
to the shareholders.

CHANGES IN SECURITIES

During the last fiscal quarter, the shareholders approved and effected a reverse split of 1 for 40 of the
Company's common stock.  However, the record date of the reverse did not become effective until February 4, 2004.
As a result of this reverse the outstanding common stock was reduced from 10,058,260 at the beginning of the fiscal
year to 276,262 as of the end of the Company's fiscal year.

ITEM 6. 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Financial Condition

The Company had no revenue during the year ended December 31, 2003.  The total accumulated deficit was
$(16,057,101), as compared $(16,006,126) at December 31, 2002. The Company has no operating capital for future
operations.

Liquidity and Capital Resources

The Company has minimal liquid assets and is currently in the process of looking for business opportunities
to merge with or acquire.  At minimum, the Company will need to raise additional capital through private funding
or sale of common stock to meet the financial needs of being a reporting company.  There is no guarantee that the
Company will be successful in obtaining necessary funding to develop any business opportunities.

Results of Operations

The Company reported a net loss of $50,976  for the year ended December 31, 2003, compared to a net loss
of $465,509 for the previous year.  The Company does not expect to incur additional substantial losses in 2004,
except for expenses relating to the SEC public filing requirements.

The Company's cash was $0  as of December 31, 2003, compared to $81 as of December  31, 2002 which
was partially offset by the sale of stock and the payment of stock for certain consulting services.  This decrease in
cash was due to the payment of operating expenses.

The Company's ability to fund future operations is dependent on the Company's identifying a suitable
acquisition candidate or receive proceeds from shareholders loans or the sale of its common stock.  Without the
foregoing, the Company will be unable to continue as a going concern.

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(a)(1)	The following financial statements of the Company and its subsidiaries have been filed as part of this report.

Independent Auditors' Report

Balance Sheet as of December 31, 2003 and 2002.

Statement of Operations for the years ended December 31, 2003 and December 31, 2002.

Statement of Stockholders' Equity for the period from January 1, 2001 to December 31, 2003.

Statement of Cash Flows for the years ended December 31, 2003 and December 31, 2002.

Notes to Financial Statements.

(2)	Schedules are omitted because of the absence of conditions under which they are required or because the
required information is given in the financial statements or notes thereto.

/Letterhead/

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To the Board of Directors of:
Reality Interactive, Inc.

We have audited the accompanying balance sheets of Reality Interactive, Inc. as of December 31,
2003 and 2002, and the related statements of operations, stockholders' equity, and cash flows for the
years then ended.  These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards, in the United
States of America.  Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the  financial statements are free of material misstatements.  An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in all material respects, the
financial position of Reality Interactive, Inc., as of December 31, 2003 and 2002, and the results of
its operations and its cash flows for the years then ended, in conformity with generally accepted
accounting principles, in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue
as a going concern.  As discussed in Note 8 to the financial statements, the Company has an
accumulated deficit and a negative net worth at December 31, 2003.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.  Management's plans in regard
to these matters are also discussed in Note 8.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 24, 2004

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Reality Interactive, Inc.
Balance Sheet

|Assets                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                              
|Current Assets                                                                                                                
|Cash                                                                                                                          
|Total Current Assets                                                                                                          
|Liabilities and Stockholders' Equity                                                                                          
|Current Liabilities                                                                                                           
|Accounts Payable                                                                                                              
|Interest Payable                                                                                                              
|Notes Payable (Note 4)                                                                                                        
|Total Current Liabilities                                                                                                     
|Stockholders' Equity (Deficit)                                                                                                
|Preferred Stock, 5,000,000 Shares Authorized, $.001
Par Value, Zero Shares Issued and Outstanding                             
|Common Stock 100,000,000 Shares Authorized at
$.001 Par Value; 276,262 and 251,456 Shares Issued
and Outstanding, respectively
|Capital in Excess of Par Value                                                                                                
|Retained Deficit                                                                                                              
|Less Subscriptions Receivable (Note 6)                                                                                        
|Total Stockholders' Equity (Deficit)                                                                                          
|Total Liabilities & Stockholders' Equity (Deficit)                                                                            

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Reality Interactive, Inc.
Statement of Operations

|                                    | December 31,


2003 | December 31,

2002
|----------------------------------- | ------------------- | ------------------
|Revenue                             | $-                  | $-                
|Expenses                            |                     |                   
|Advertising                         | -                   | 15,000            
|Compensation Expense                | 10                  | 200,000           
|General & Administrative            | 394                 | 34,073            
|Legal & Professional Fees           | 50,550              | 111,436           
|Travel & Entertainment              | -                   | 75,000            
|Total Operating Expenses            | 50,954              | 435,509           
|Net (Loss) from Operations          | (50,954)            | (435,509)         
|                                    |                     |                   
|Other Income (Expenses)             |                     |                   
|Interest Income                     | -                   | -                 
|Interest (Expense)                  | (21)                | (30,000)          
|Total Other Income (Expenses)       | (21)                | (30,000)          
|Net Income (Loss) - Before Taxes    | (50,975)            | (465,509)         
|Taxes                               | -                   | -                 
|Net Income (Loss)                   | $	(50,975)          | $	(465,509)       
|Loss per Common Share (Note 7)      | $	(.20)             | $	(3.16)          
|Weighted Average Outstanding Shares | 251,525             | 147,108           

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Reality Interactive, Inc.
Statement of Stockholders' Equity
January 1, 2002 through December 31, 2003



|                                                             | Common Stock | Capital In


Excess of


Par Value | Retained


  


Deficit | Subscriptions


  


Receivable
|------------------------------------------------------------ | ------------ | ---------------------------------- | ----------------------- | -------------------------------
|Shares                                                       | Amount      
|Balance, January 1, 2002                                     | $	3,123      | 3                                  | $	15,732,013            | $	(15,540,617)                 
|Recission of Subscription

Receivable at $119.976

Per Share | (1,667)      | (2)                                | (199,998)               | 200,000                        

|Shares Issued in Employee Stock

Incentive Plan at $1.60 Per Share | 125,000 | 125   | 199,875      | -              | -      
|------------------------------------------------------------------ | ------- | ----- | ------------ | -------------- | -------
|Shares Issued for Cash at $.04

Per Share                          | 125,000 | 125   | 4,875        | -              | (2,400)
|Net Income (Loss) During the

Year Ended December 31, 2002         | -       | -     | -            | (465,509)      | -      
|Balance, December 31, 2002                                         | 251,456 | 251   | 15,736,765   | (16,006,126)   | (2,400)
|Cash Received for Subscription

Receivable                         | -       | -     | -            | -              | 2,400  
|Shares Issued for Services at

$.001 Per Share                     | 10,000  | 10    | -            | -              | -      
|Rounding Due to 1:40 Reverse

Stock Split                          | 14,806  | 15    | (15)         | -              | -      
|Net Income (Loss) For Year

Ended December 31, 2003                | -       | -     | -            | (50,975)       | -      
|Balance, December 31, 2003                                         | 276,262 | $	276 | $	15,736,750 | $	(16,057,101) | $-     

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|                                           | December 31,

2003 | December 31,

2002 
|------------------------------------------ | ------------------ | -------------------
|Cash Flows from Operating Activities       |                    |                    
|Net Income (Loss)                          | $	       (50,975)  | $        	(465,509)
|Changes in Operating Assets & Liabilities; |                    |                    
|Stock Issued for Services                  | 10                 | 200,000            
|Other Current Assets                       | -                  | -                  
|Increase (Decrease) in Accounts Payable    | (2,502)            | 32,724             
|Increase in Interest Payable               | 21                 | 30,000             
|                                           |                    |                    
|Net Cash (Used) by Operating Activities    | (53,446)           | (202,785)          
|                                           |                    |                    
|Cash Flows from Investing Activities       | -                  | -                  
|                                           |                    |                    
|Cash Flows from Financing Activities       |                    |                    
|Subscription Receivable                    | 2,400              | (2,400)            
|Issuance of Stock for Cash                 | -                  | 5,000              
|Proceeds from Notes Payable                | 50,965             | 200,000            
|Net Cash Provided by Financing Activities  | 53,365             | 202,600            
|Increase (Decrease) in Cash                | (81)               | (185)              
|Cash, Beginning of Year                    | 81                 | 266                
|Cash, End of Year                          | $-                 | $	81               
|                                           |                    |                    
|Supplemental Cash Disclosure               |                    |                    
|Interest                                   | $-                 | $-                 
|Taxes                                      | -                  | -                  
|Stock Issued for Services                  | 10                 | 200,000            
|                                           |                    |                    

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Reality Interactive, Inc.
Notes to the Financial Statements
December 31, 2003

NOTE 1 - Corporate History

Reality Interactive, Inc., (the "Company") was incorporated as Reality Systems, Inc. on May 24,
1994 for the purpose of developing technology-based knowledge solutions for the industrial
marketplace.  In April 1999, the Company ceased business operations, sold substantially all of its
assets and terminated all of its employees.

Since April 1999, the Company has been exploring potential business opportunities to acquire or
merge with.  Until a suitable acquisition candidate can be found, the Company intends to comply
with all SEC reporting requirements in order to maintain its status as a public company.  On
February 1, 2002, the Company acquired all of the issued and outstanding shares of Bright Europe
Tech, Inc., and Faster Cash ATM, Inc. Due to market conditions in the United States and Eastern
Europe which prevented planned capital raising, the Company rescinded the acquisitions during the
second fiscal quarter of 2002.

During November 2003, the shareholders consented to a change in the name of the Company, to be
determined at a later date, and a reverse split of 40 to 1 of the Company's common stock.   The
reverse split has been retroactively restated in the financial statements.

NOTE 2 - Significant Accounting Policies

Cash and Cash Equivalents - The Company considers all short term, highly liquid investments that
are readily convertible, within three months, to known amounts as cash equivalents.  The Company
currently has no cash equivalents.

Earnings (Loss) Per Share - The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial statements.

Use of Estimates - The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting period.  In these financial
statements, assets, liabilities and earnings involve extensive reliance on management's estimates.
Actual results could differ from those estimates.



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Reality Interactive, Inc.
Notes to the Financial Statements
December 31, 2003

NOTE 3 - Net Operating Loss Carryforward for Income Tax Purposes

Statement of Financial Accounting Standards No. 109 " Accounting for Income Taxes" requires an
asset and liability approach for financial accounting and reporting for income tax purposes.  This
statement recognizes (a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events that have been recognized
in the financial statements or tax returns.

Deferred income taxes result from temporary differences in the recognition of accounting
transactions for tax and financial reporting purposes.   There were no temporary differences at
December 31, 2003 and earlier years; accordingly, no deferred tax liabilities have been recognized
for all years.

The Company has cumulative net operating loss carryforwards over $16,000,000 at December 31,
2003.  No effect has been shown in the financial statements for the net operating loss carryforwards
as the likelihood of future tax benefit from such net operating loss carryforwards is not presently
determinable.  Accordingly, the potential tax benefits of the net operating loss carryforwards,
estimated based upon current tax rates at December 31, 2003 have been offset by valuation reserves
in the same amount.  The net operating losses begin to expire in 2009 through 2023 if not previously
utilized

NOTE 4 - Notes Payable

During 2002, the Company issued a promissory note in the amount of $200,000 to a private investor.
The  agreement dated February 12, 2002 states that repayment of $230,000 of principal and interest
shall be made within 30 days from the date in which funds were verified.  In the event of default, the
Company agreed to issue 5,000,000 shares of restricted common stock.  The Company defaulted on
the repayment terms and failed to issue the shares.  The Company is currently considering several
options of repaying the outstanding debt with the investor.

In December 2003, the board of directors authorized the issuance of two convertible promissory
notes to the Company's legal representative for advancing funds in their behalf.  The funds were
used to cover general and administrative and professional fees incurred by the Company throughout
the year.  The notes bear an interest rate of 10% and due and payable upon demand.  The debt is
convertible into common shares of the Company at the greater of market price or par value at the
time of conversion provided however, such conversion may be made in amounts that do not result
in the issuance of control to any one person.

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Reality Interactive, Inc.
Notes to the Financial Statements
December 31, 2003

The Company has the following notes payable obligations:		2003			2002

Unsecured note payable to investor, plus interest payable
fixed at $30,000, due on demand.	$		200,000 	$		200,000

Convertible promissory note due on demand with accrued interest at the rate of 10% per annum.			50,130 		-

Convertible promissory note due on demand with accrued interest at the rate of 10% per annum.			835 		-

Total			250,965 			200,000

Less Current Maturities			(250,965)			(200,000)

Total Notes Payables	$	-		$	-

Common Stock Issued

The holders of Common Stock are entitled to one vote for each share on all matters submitted to a vote of
stockholders. Holders of Common Stock have no preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions applicable thereto. The outstanding shares of Common Stock
are fully paid and nonassessable.

On August 13, 2002, the Company issued 125,000 post-split shares of common stock for cash at a price of
$.0192 per share.  As a result of the transaction a subscription receivable of $2,400 was created which
indicates the amount yet to be collected for the issuance of stock.   In April of 2003, $2,400 in cash was
collected and used to cover operational costs.

Stock Options

At December 31, 2001, the Company had 7,000 shares of common stock reserved under its 1994 Stock
Incentive Plan. The plan provides for grants of incentive and nonqualified stock options to officers,
employees and independent contractors. Furthermore, the Company may grant nonqualified options outside
of this plan. These stock options generally vest evenly over a three to four year period and are exercisable
over periods up to five years from date of grant. In addition, the Company had 4,000 shares of common stock
reserved under its 1996 Directors' Stock Option Plan. This plan provides for annual grants of options to
purchase 100 shares of Common Stock per director per year and vests six months from the date of grant.

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Reality Interactive, Inc.
Notes to the Financial Statements
December 31, 2003

NOTE 6 -Stockholders' Equity - continued

The Board of Directors establishes all terms and conditions of each grant. Stock options are granted at or
above fair market value as determined by the Board of Directors at each grant date.

For the years ended December 31, 2003 and 2002, there were no options granted or outstanding under the
plans.  As a result, the Company has not recognized any compensation expense in relation to options granted
for the periods presented as prescribed by SFAS No. 123, "Accounting for Stock-Based Compensation."

On February 15, 2002, the Surviving Company filed an S-8 Registration Statement with the Securities and
Exchange Commission to register 5,000,000 shares of common stock, $.001 par value.

During 2002, the Company issued all 5,000,000 shares of common stock pursuant to its Stock Incentive
Plan.  According to SFAS No. 123, "Accounting for Stock-Based Compensation" all amounts must be
charged to compensation expense.

NOTE 7 - Net Earnings (Loss) Per Share

Basic earnings (loss) per common share (BEPS) is based on the weighted-average number of common shares
outstanding during each period.  Diluted earnings (loss) per common share is based on shares outstanding
(computed as under BEPS) and dilutive potential common shares.  Shares from the exercise of the
outstanding options were not included in the computation of diluted loss per share, because their inclusion
would have been antidilutive for the years ended December 31, 2003 and 2002.

The following data shows the shares used in the computing loss per common share including dilutive
potential common stock;

Common shares outstanding during the entire period			251,525

Weighted-average shares paid for, but not issued during the period.		-

Weighted-average number of common shares used in basic EPS

dilutive effect of options		-

Weighted-average number of common shares and dilutive potential

common shares used in diluted EPS			251,525

Shares from the exercise of the outstanding options were not included in the computation of diluted loss per
share because their inclusion would have been antidilutive for the year ended December 31, 2003.

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NOTE 8 - Going Concern

The Company's financial statements are prepared using generally accepted accounting principles
applicable to a going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  Currently, the Company does not have significant cash
or other material assets, nor does it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.  The Company does not currently
possess a financial institution source of financing and the Company cannot be certain that it's
existing sources of cash will be adequate to meet its liquidity requirements.  However, the Company
is undertaking the following approach to meet its liquidity requirements.

(a)	Management is identifying prospective acquisition targets with sufficient cash flow to
fund  operations, as well as potentially generating operating cash flow that may sustain
corporate administrative expenses;

(b)	Management is trying to raise additional capital through private funding or sale of
common stock to meet the financial needs of being a reporting company.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

On February 2004, due to partner rotations now required by the SEC, Bierwolf, Nilson &
Associates merged with the firm of  Chisholm & Associates.  The new name of the firm is Chisholm,
Bierwolf, & Nilson, LLC as referenced in the Form 8-K filed February 26, 2004.

ITEM 8A.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.  The Company's principal executive
officer and its principal financial officer, based on their evaluation of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 (c) as of a date within 90 days
prior to the filing of this Annual Report on Form 10KSB, have concluded that the Company's
disclosure controls and procedures are adequate and effective for the purposes set forth in the
definition in Exchange Act rules.

(b) Changes in internal controls.  There were no significant changes in the Company's
internal controls or in other factors that could significantly affect the Company's internal controls
subsequent to the date of their evaluation.



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Directors and Executive Officers

|Name                                                   | Age

(2003) | Director

Since | Position with

Company     
|------------------------------------------------------ | ----------- | --------------- | ---------------------------
|Dean Becker

4766 Holladay Blvd.

Holladay, UT   84117 | 50          | 2002            | President, CEO and
Director

For the past five years he has been providing consulting in corporate and business law.

Compensation of Executive Officers and Directors

None.

Employment Agreements and Other Compensation Arrangements

None.

Compensation of Non-Employee Directors

None.

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ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT



|Name and Address

of Beneficial Owner                                            | Amount and Nature Of
Beneficial Ownership | Percent of

Class
|-------------------------------------------------------------------------------- | ----------------------------------------- | -----------------
|Global Marketing Associates, Inc.

4766 Holladay Blvd

Holladay,   Utah    84117 | 125,000 (Post-Split)
Common               | 47%              
|Dean Becker

378 North Main, #124

Layton,   UT    84041                         | 10,000 ( Post-Split)

Common              | 3%               
|Officers and Directors as a Group                                                | 10,000 (Post-Split)
Common                | 3%               

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13.  EXHIBITS, AND REPORTS ON FORM 8-K

(a) Exhibits.  The following exhibits follow the signature page of this report.

31.  Written Statement of Chief Executive Officer and Chief Financial Officer with respect
to compliance with Section 302 of the Sarbanes-Oxley Act of 2002.

32  Written Statement of Chief Executive Officer and Chief Financial Officer with  respect
to compliance with Section 13(a) or 15(d) of  the Securities Exchange Act of 1934 and
pursuant to 18 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002.

2.1) Amended Bylaws

(b)	The following report waw filed on Form 8-K subsequent to year end.

1) February 24, 2004, Change in Auditors

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ITEM 14.  PRINCIPLE ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed for professional services rendered by the Company's principal
accountant for the audit of the annual financial statements included in the quarterly reports and other
fees that are normally provided by the accountant in connection with statutory and regulatory filings
or engagements for the fiscal years ended December 31, 2003 and 2002 were $5,000 and $0
respectively.

Audit-Related Fees

The aggregate fees billed for assurance and related services by the Company's principal
accountant that are reasonably related to the performance of the audit or review of the financial
statements, other than those previously reported in this Item 14, for the fiscal years ended December
31, 2003 and 2002 were $3,600 and $3,500 respectively.

Tax Fees

The aggregate fees billed for assurance and related services by the principal accountant for
tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2003 and 2002
were $0  and $0 respectfully.

All Other Fees

The Company's Board of Directors functions as its audit committee.  All of the services
described above in this Item 14 were approved in advance by the Board of Directors.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Reality Interactive, Inc.

By:	 Dean Becker

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons of behalf of the Registrant and in the capacities and on the dates
indicated.

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SIGNATURE		                 TITLE		                                           DATE
/s/ Dean Becker         President and Director                                   March 30, 2004
(Principal Executive and Financial Officer)

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SECTION 302 CERTIFICATION

I, Dean Becker, as sole officer and director, certify that:

1. I have reviewed this annual report on Form 10-KSB of Reality Interactive, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report.

3.  Based on my knowledge, the financial statements, and other financial information included in this
annual, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;

4.  I am responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 12a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such controls and procedures
to be designed under my supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this quarterly report is being prepared.

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report my conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this annual report based on such
evaluations; and

c) Disclosed in this report any change in the small business issuer's internal control over
financial reporting that occurred during the small business issuer's most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal
controls over financial reporting which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls over financial reporting; and

b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls over financial reporting.

Date: March 30,  2004                                /s/
Dean Becker  Chief Executive Officer
And Principal Accounting Officer

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Exhibit 32

CERTIFICATION PURSUANT TO

In connection with the Annual Report of Reality Interactive, Inc., on Form 10-KSB for the
period ending December 31, 2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), the undersigned, Dean Becker, Chief Executive Officer and Principal
Accounting Officer  of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to
ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the
Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.

Date: 2004                                           /s/_________________________________
Dean Becker, Chief Executive Officer and Principal Accounting Officer

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Exhibit 2.1



BY-LAWS

****







Section 1.1 Principal  Office	1

Section 1.2  Other Offices	1





Section 2.2  Special Meetings	1

Section 2.3  Notice of Meetings	1

Section 2.4  Quorum	2

Section 2.5  Organization	2

Section 2.6  Conduct of Business	2

Section 2.7  Proxies and Voting	2

Section 2.8  Shareholder Action By Written Consent	2

Section 2.9  Stock List	2

Section 2.10 Meetings by Telecommunication 2

---





Section 3.2  Vacancies	3

Section 3.3  Regular Meetings	3

Section 3.4  Special Meetings	3

Section 3.5  Quorum	3

Section 3.6  Participation in Meetings by Conference Telephone3

Section 3.7  Conduct of Business	3

Section 3.8  Powers	3

Section 3.9  Compensation of Directors	3

Section 3.10 Interested Directors	3

Section 3.11 Loans 3

---







Section 4.1  Committees of the Board of Directors	4

Section 4.2  Conduct of Business	4



Section 5.1  Generally	 5

Section 5.2  President	 5

Section 5.3  Vice-president	 5

Section 5.4  Treasurer	 5

Section 5.5  Secretary	 5

Section 5.6  General Manager	 5

Section 5.7  Delegation of Authority	 5

Section 5.8  Removal	 5

Section 5.9  Action with Respect to Securities of Other Corporation	 5

---



Section 6.1  Generally	 6

Section 6.3  Determination by Board of Directors	 6

Section 6.4  Non-exclusive Right	 6

Section 6.5  Insurance	 6

Section 6.6  Violation of Law	 6

Section 6.7  Coverage	 6

---



Section 7.1  Certificates of Stock	 7

Section 7.2  Transfers of Stock	 7

Section 7.3  Record Date	 7

Section 7.4  Lost, Stolen or Destroyed Certificates	 7

Section 7.5  Regulations	 7

---





Section 8.1  Notices	 8

Section 8.2  Waivers	 8

---





Section 9.2  Corporate Seal	 9

Section 9.3  Reliance upon Books, Reports and Records	 9

Section 9.4  Fiscal Year	 9

Section 9.5  Time Periods	 9

---



Section 10.1  Amendments	10



Section 1.1 Principal Office

The principal executive office of the corporation shall be such location as deemed necessary
from time to time by the Board of Directors.

Section 1.2  Other Offices

The corporation may also have such other offices, either within or without the State of
Nevada, as the Board of Directors may from time to time determine or the business of the
corporation may require.



An annual meeting of the shareholders, for the selection of directors to succeed those whose
terms expire and for the transaction of such other business as may properly come before the meeting,
shall be held at the principal office of the corporation on the second Monday of January or, if such
date shall fall on a holiday, the next business day thereafter.   The Board of Directors may change
the date or elect to have no annual meeting for a particular year.  If the election of directors is not
held on the day designated for any annual meeting of the shareholders or at any adjournment of the
meeting, the Board of Directors shall call for the election to be held at a special meeting of the
Shareholders as soon thereafter as possible.

Section 2.2  Special Meetings

Special meetings of the shareholders, for any purpose or purposes prescribed in the notice
of the meeting, may be called by the Board of Directors, the president, the chief executive officer,
or the holders of not less than one-tenth of all the shares entitled to vote at the meeting, and shall be
held at such place, on such date, and at such time as they or he shall fix.

Section 2.3  Notice of Meetings

Written notice of the place, date and time of all meetings of the shareholders shall be given,
not less than ten nor more than fifty days before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the corporation statutues of the State
of Nevada, as contained in Chapter 78 of Nevada Revised Statutes, or the Articles of Incorporation).

When a meeting is adjourned to another place, date or time, written notice need not be given
of the adjourned meeting if the place, date and time thereof are announced at the meeting at which
the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than
thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed
for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall
be given in conformity herewith.  At any adjourned meeting, any business may be transacted which
might have been transacted at the original meeting.

Section 2.4  Quorum

At any meeting of the shareholders, the holders of a majority of all of the shares of the stock
entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number may be required by law.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of
a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, date or time.

If a notice of any adjourned special meeting of shareholders is sent to all shareholders entitled
to vote thereat, stating that it will be held with those present constituting a quorum, then except as
otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and
all matters shall be determined by a majority of the votes cast at such meeting.

Section 2.5  Organization

Such person as the Board of Directors may have designated or, in the absence of such a
person, the highest ranking officer of the corporation who is present shall call to order any meeting
of the shareholders and act as chairman of the meeting.  In the absence of the Secretary of the
corporation, the secretary of the meeting shall be the person the chairman appoints.

Section 2.6  Conduct of Business

The chairman of any meeting of shareholders shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

Section 2.7  Proxies and Voting

At any meeting of the shareholders, every shareholder entitled to vote may vote in person or
by proxy authorized by an instrument in writing filed in accordance with the procedure established
for the meeting.

Each shareholder shall have one vote for every share of stock entitled to vote which is
registered in his name on the record date for the meeting, except as otherwise provided herein or
required by law.

If a quorum is present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote
of a greater number or voting by class is required by law, the Articles of Incorporation, or these By-laws.

Section 2.8  Shareholder Action By Written Consent

Any action which may be taken at a meeting of the Shareholders may be taken by written
consent without a meeting if such action is taken in conformance with the Nevada Corporations
Code.

Section 2.9  Stock List

A complete list of shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order for each class of stock and showing the address of each such shareholder and the
number of shares registered in his name, shall be open to the examination of any such shareholder,
for any purpose germane to the meeting, during ordinary business hours for a period of at least ten
(10) days prior to the meeting, either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not so specified, at the place where the
meeting is to be held.

The Stock list shall also be kept at the place of the meeting during the whole time thereof and
shall be open to the examination of any such shareholder who is present.  This list shall
presumptively determine the identity of the shareholders entitled to vote at the meeting and the
number of shares held by each of them.

Section 2.10 Meetings by Telecommunication

Any meeting of the shareholders may be conducted through the use of any means of
communication which allows persons participating in the meeting to hear one another.

---

Section 3.1  Number and Term of Office

The Board of Directors shall consist of a minimum of one director.  Each director shall be
selected for a term of one year and until his successor is elected and qualified, except as otherwise
provided herein or required by law.

Whenever the authorized number of directors is increased between annual meetings of the
shareholders, a majority of the directors then in office shall have the power to elect such new
directors for the balance of a term and until their successors are elected and qualified.  Any decrease
in the authorized number of directors shall not become effective until the expiration of the term of
the directors then in office unless, at the time of such decrease, there shall be vacancies on the board
which are being eliminated by the decrease.

Section 3.2  Vacancies

Vacancies in the board of directors may be filled by a majority  vote of the remaining
directors, though less than a quorum, by a sole remaining director, or by the shareholders.  Each
director so elected shall hold office until a  successor is elected at an annual or a special meeting of
the shareholders.

A vacancy in the board of directors shall be deemed to exist in case of the death, resignation
or removal of any director; if the authorized number of directors is increased; or if the shareholders
fail to elect the full authorized number of directors.

The shareholders may elect a director at any time to fill any vacancy not filled by the
directors.  If the board of directors accepts the resignation of a director tendered to take effect at a
future time, the board or the shareholders shall have power to elect a successor to take office when
the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any
director prior to the expiration of the director's term of office.

Section 3.3  Regular Meetings

Regular meetings of the Board of Directors shall be held at such place or places, on such date
or dates, and at such time or times as shall have been established by the Board of Directors and
publicized among all directors.  A notice of each regular meeting shall not be required.

Section 3.4  Special Meetings

Special meetings of the Board of Directors may be called by one-third of the directors then
in office or by the chief executive officer and shall be held at such place, on such date and at such
time as they or he shall fix.  Notice of the place, date and time of each such special meeting shall be
given by each director by whom it is not waived by mailing written notice not less than three days
before the meeting or by telegraphing the same not less than eighteen hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special
meeting.

Section 3.5  Quorum

At any meeting of the Board of Directors, a majority of the total number of the whole board
shall constitute a quorum for all purposes.  If a quorum shall fail to attend any meeting, a majority
of those present may adjourn the meeting to another place, date or time, without further notice or
waiver thereof.

Section 3.6  Participation in Meetings by Conference Telephone

Members of the Board of Directors or of any committee thereof, may participate in a meeting
of such board or committee by means of conference telephone or similar communications equipment
that enables all persons participating in the meeting to hear each other.  Such participation shall
constitute presence in person at such meeting.

Section 3.7  Conduct of Business

At any meeting of the Board of Directors, business shall be transacted in such order and
manner as the board may from time to time determine, and all matters shall be determined by the
vote of a majority of the directors present, except as otherwise provided herein or required by law.
Action may be taken by the Board of Directors without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board
of Directors.

Section 3.8  Powers

The Board of Directors may, except as otherwise required by law, exercise all such powers
and do all such acts and things as may be exercised or done by the corporation, including, without
limiting the generality of the foregoing, the unqualified power:

(a)	To declare dividends from time to time in accordance with law;

(b)	To purchase or otherwise acquire any property, rights or privileges on such terms as
it shall determine;

(c)	To authorize the creation, making and issuance, in such form as it may determine, of
written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all
things necessary in connection therewith;

(d)	To remove any officer of the corporation with or without cause, and from time to time
to devolve the powers and duties of any officer upon any other person for the time being;

(e)	To confer upon any officer of the corporation the power to appoint, remove and
suspend subordinate officers and agents;

(f)	To adopt from time to time such stock option, stock purchase, bonus or other
compensation plans for directors, officers and agents of the corporation and its subsidiaries as it may
determine;

(g)	To adopt from time to time such insurance, retirement and other benefit plans for
directors, officers and agents of the corporation and its subsidiaries as it may determine; and

(h)	To adopt from time to time regulations, not inconsistent with these By-laws, for the
management of the corporation's business and affairs.

Section 3.9  Compensation of Directors

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees
and other compensation for their services as directors, including, without limitation, their services
as members of committees of the directors.

Section 3.10  Interested Directors

The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or

The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the shareholders; or

tHe contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of
Directors, a committee or the shareholders.

Section 3.11  Loans

The corporation shall not lend money to or use its credit to assist its officers, directors or
other control persons without authorization in the particular case by the shareholders, but may lend
money to and use its credit to assist any employee, excluding such officers, directors or other control
persons of the corporation or of a subsidiary, if such loan or assistance benefits the corporation.

---





Section 4.1  Committees of the Board of Directors

The Board of Directors, by a vote of a majority of the whole board, may from time to time
designate committees of the board, with such lawfully powers and duties as it thereby confers, to
serve at the pleasure of the board and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if it desires, other
directors as alternative members who may replace any absent or disqualified member at any meeting
of the committee.  Any committee so designated may exercise the power and authority of the Board
of Directors to declare a dividend or to authorize the issuance of stock if the resolution which
designates the committee or a supplemental resolution of the Board of Directors shall so provide.
In the absence or disqualification of any member of any committee and any alternate member in his
place, the member or members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another
member of the Board of Directors to act at the meeting in the place of the absent or disqualified
member.

Section 4.2  Conduct of Business

Each committee may determine the procedural rules for meeting and conducting its business
and shall act in accordance therewith, except as otherwise provided herein or required by law.
Adequate provisions shall be made for notice to members of all meetings; a majority of the members
shall constitute a quorum unless the committee shall consist of one or two members, in which event
one member shall constitute a quorum; and all matters shall be determined by a majority vote of the
members present.  Action may be taken by any committee without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings
of such committee.

---



Section 5.1  Generally

The officers of the corporation shall consist of a president, one or more vice-presidents, a
secretary, a treasurer and such other subordinate officers as may from time to time be appointed by
the Board of Directors.  Officers shall be elected by the Board of Directors, which shall consider that
subject at its first meeting after every annual meeting of shareholders.  Each officer shall hold his
office until his successor is elected and qualified or until his earlier resignation or removal.  Any
number of offices may be held by the same person.

Section 5.2  President

The President shall be the chief executive officer of the corporation, except as set forth in
Section 5.6 of this Article.  Subject to the provisions of these By-laws and to the direction of the
Board of Directors, he shall have the responsibility for the general management and control of the
affairs and business of the corporation and shall perform all duties and have all powers which are
commonly incident to the office of chief executive or which are delegated to him by the Board of
Directors.  He shall have power to sign all stock certificates, contracts and other instruments of the
corporation which are authorized.  He shall have general supervision and direction of all of the other
officers and agents of the corporation.

Section 5.3  Vice-president

Each vice-president shall perform such duties as the Board of Directors shall prescribe.  In
the absence or disability of the President, the vice-president who has served in such capacity for the
longest time shall perform the duties and exercise the powers of the President.

Section 5.4  Treasurer

The treasurer shall have the custody of the monies and securities of the corporation and shall
keep regular books of account.  He shall make such disbursements of the funds of the corporation
as are proper and shall render from time to time an account of all such transactions and of the
financial condition of the corporation.

The secretary shall issue all authorized notices for, and shall keep minutes of, all meetings
of the shareholders and the Board of Directors and shall have charge of the corporate books.

Section 5.6  General Manager

The Board of Directors may employ and appoint a general manager who may, or may not,
be one of the officers or directors of the corporation.  If employed by the Board of Directors he shall
be the chief operating officer of the corporation and, subject to the directions of the Board of
Directors, shall have general charge of the business operations of the corporation and general
supervision over its employees and agents.  He shall have the exclusive management of the business
of the corporation and of all of its dealings, but at all times subject to the control of the Board of
Directors.  Subject to the approval of the Board of Directors or a committee, he shall employ all
employees of the corporation, or delegate such employment to subordinate officers, or division
officers, or division chiefs, and shall have authority to discharge any person so employed.  He shall
make a report to the President and directors quarterly, or more often if required to do so, setting forth
the results of the operations under his charge, together with suggestions regarding the improvement
and betterment of the condition of the corporation, and shall perform such other duties as the Board
of Directors shall require.

---

Section 5.7  Delegation of Authority

The Board of Directors may, from time to time, delegate the powers or duties of any officer
to any other officers or agents, notwithstanding any provision hereof.

Section 5.8  Removal

Any officer of the corporation may be removed at any time, with or without cause, by the
Board of Directors.

Unless otherwise directed by the Board of Directors, the president shall have power to vote
and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of shareholders
of or with respect to any action of shareholders of any other corporation in which this corporation
may hold securities and otherwise to exercise any and all rights and powers which this corporation
may possess by reason of its ownership of securities in such other corporation.

---



The corporation shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he  acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or items equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was lawful.

The corporation shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney's fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

Section 6.2  Expenses

To the extent that a director, officer, employee or agent of the corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 6.1 of
this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or proceeding as authorized in the
manner provided in Section 6.3 of this Article upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as authorized in this Article.

Any indemnification under Section 6.1 of this Article (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Section 6.1 of this Article.  Such
determination shall be made by the Board of Directors by a majority vote of a quorum of the
directors, or by the shareholders.

Section 6.4  Non-exclusive Right

The indemnification provided by this Article shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders
or interested directors or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 6.5  Insurance

The corporation shall have power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under the provisions of
this Article.

The corporation's indemnity of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall
be reduced by any amounts such person may collect as indemnification (i) under any policy of
insurance purchased and maintained on his behalf by the corporation or (ii) from such other
corporation, partnership, joint venture, trust or other enterprise.

Section 6.6  Violation of Law

Nothing contained in this Article, or elsewhere in these By-laws, shall operate to indemnify
any director or officer if such indemnification is for any reason contrary to law, either as a matter of
public policy, or under the provisions of the Federal Securities Act of 1933, the Securities Exchange
Act of 1934, or any other applicable state or federal law.

Section 6.7  Coverage

For the purposes of this Article, references to "the corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation
so that any person who is or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such a constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving corporation in the same
capacity.

---



Section 7.1  Certificates of Stock

Each shareholder shall be entitled to a certificate signed by, or in the name of the corporation
by, the President or a vice-president, and by the secretary or an assistant secretary, or the treasurer
or an assistant treasurer, certifying the number of shares owned by him.  Any of or all the signatures
on the certificate may be facsimile.

Section 7.2  Transfers of Stock

Transfers of stock shall be made only upon the transfer books of the corporation kept at an
office of the corporation or by transfer agents designated to transfer shares of the stock of the
corporation.  Except where a certificate is issued in accordance with Section 7.4 of this Article, an
outstanding certificate for the number of shares involved shall be surrendered for cancellation before
a new certificate is issued therefor.

Section 7.3  Record Date

The Board of Directors may fix a record date, which shall not be more than fifty nor less than
ten days before the date of any meeting of shareholders, nor more than fifty days prior to the time
for the other action hereinafter described, as of which there shall be determined the shareholders who
are entitled: to notice of or to vote at any meeting of shareholders or any adjournment thereof; to
express consent to corporate action in writing without a meeting; to receive payment of any dividend
or other distribution or allotment of any rights; or to exercise any rights with respect of any change,
conversion or exchange of stock or with respect to any other lawful action.

Section 7.4  Lost, Stolen or Destroyed Certificates

In the event of the loss, theft or destruction of any certificate of stock, another may be issued
in its place pursuant to such regulations as the Board of Directors may establish concerning proof
of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.

---

section 7.5  Regulations

The issue, transfer, conversion and registration of certificates of stock shall be governed by
such other regulations as the Board of Directors may establish.



Section 8.1  Notices

Whenever notice is required to be given to any shareholder, director, officer, or agent, such
requirement shall not be construed to mean personal notice.  Such notice may in every instance be
effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapper,
or by dispatching a prepaid telegram, addressed to such shareholder, director, officer, or agent at his
or her address as the same appears on the books of the corporation.  The time when such notice is
dispatched shall be the time of the giving of the notice.

Section 8.2  Waivers

A written waiver of any notice, signed by a shareholder, director, officer or agent, whether
before or after the time of the event for which notice is given, shall be deemed equivalent to the
notice required to be given to such shareholder, director, officer or agent.  Neither the business nor
the purpose of any meeting need be specified in such a waiver.



In addition to the provisions for the use of facsimile signatures elsewhere specifically
authorized in these By-laws, facsimile signatures of any officer or officers of the corporation may
be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 9.2  Corporate Seal

The Board of Directors may provide a suitable seal, containing the name of the corporation,
which seal shall be in the charge of the secretary.  If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the treasurer or by the
assistant secretary or assistant treasurer.

Each director, each member of any committee designated by the Board of Directors, and each
officer of the corporation shall, in the performance of his duties, be fully protected in relying in good
faith upon the books of account or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.

Section 9.4  Fiscal Year

The fiscal year of the corporation shall be as fixed by resolution of the Board of Directors.

Section 9.5  Time Periods

In applying any of these By-laws which require that an act be done or not done a specified
number of days prior to any event or that an act be done during a period of a specified number of
days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded
and the day of the event shall be included.

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Section 10.1  Amendments

These By-laws, or any portion hereof, may be amended or repealed by the Board of Directors
at any meeting or by the shareholders at any meeting.



That the undersigned does hereby certify that the undersigned is the secretary of Reality
Interactive, Inc., a corporation duly organized and existing under and by virtue of the laws of the
State of Nevada; that the above and foregoing By-laws of said corporation were duly adopted as such
by the Board of Directors of said corporation; and that the above and foregoing By-laws are now in
full force and effect.

Effective the January 2, 2004.

/s/ Dean Becker, Secretary


Approved and Accepted:

/s/__________________________
Dean Becker, President

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