<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                  For the fiscal year ended September 30, 2003

                         Commission file number 0-32335

                                R Wireless, Inc.
                 (Name of small business issuer in its charter)

           Georgia                                       58-2558702
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

     4210 Columbia Road, Suite 10-C
           Martinez, Georgia                             30907-0401
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number (212) 534-2202

Securities registered under Section 12(b) of the Exchange Act:


  Title of each class              Name of each exchange on which registered
          N/A                                         N/A

Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                                (Title of class)

<PAGE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.

$62,362

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)

On January 30, 2004, shares of common stock of the issuer, its only common
equity, were sold at $0.14 a share. Based on such price, the aggregate market
value of the common stock of the issuer as of January 30, 2004, excluding
9,162,626 shares held by affiliates, or 6,256,025 shares, was $875,844.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

As of January 30, 2003, there were 15,418,651 shares of common stock
outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No  [X]


                                       2
<PAGE>


                                     PART I
ITEM 1. DESCRIPTION OF BUSINESS.

CORPORATE STRUCTURE

         R Wireless, Inc. ("RWireless" or the "Company"), formerly HOM
Corporation ("HOM"), a Georgia corporation incorporated on May 4, 2000, is a
holding company. RWireless has two operating wholly-owned subsidiaries, Homes By
Owners, Inc. ("Homes"), a Georgia corporation incorporated on December 6, 1999,
and Direct Lending, Inc. ("Direct"), a Georgia corporation incorporated on
January 9, 1997 and formerly known as Southern States Lenders, Inc. Homes
publishes and distributes a monthly magazine, FOR SALE BY OWNER AND BUILDER,
known prior to the January 2002 issue as HOMES BY OWNERS. FOR SALE BY OWNER AND
BUILDER lists residential properties for sale by their owners in the Augusta,
Georgia/Aiken, South Carolina metropolitan areas and contains advertisements,
most, but not all, of which relate to the real estate business. These listings
are also carried on Homes' website, www.homesbyowners.net. Direct is a licensed
mortgage broker that worked with various financial institutions and underwriters
prior to the sale of substantially all its business assets, including the name
Direct Lending, Inc., on November 25, 2002. Direct is not operational since the
sale of the subsidiary. SEE FORMER BUSINESS OF DIRECT LENDING, INC.
RWireless, Homes and Direct are collectively referred to as the "Company."


SUMMARY OF CURRENT RESULTS AND RECENT DEVELOPMENTS

         At present, the Company is not profitable. As a result, Company
management sought acquisitions, joint ventures and business arrangements that
would include profitable operations and attractive business activities enabling
RWireless to raise additional funds and cost sharing ventures.

         In implementation of this search, on December 12, 2002 RWireless sold
4,647,626 shares of its common stock to MA&N LLC ("MA&N"), a Nevada limited
liability company, which represented 51% of the 9,112,992 shares of RWireless
common stock issued or issuable as of that date. The consideration for this sale
was (a) the provision of Internet Service Provider, or ISP, wireless service
from not less than 5 nodes, (b) MA&N consulting for at least two years on
financial and management matters, (c) arranging for personnel to manage the
Company, (d) administering the Company's business plan being developed by MA&N
to acquire additional business operations in the ISP wireless business, and (e)
funding accounting and legal costs of specified filings with the U. S.
Securities and Exchange Commission, including this Form 10-KSB (which will
include currently outstanding accounting fees, estimated to be in the range of
$75,000 - $100,000. The continuation of the Company's operations is dependent
upon the success of such Wi-Fi service.

         Due to the competitive nature of the Wi-Fi business, resulting from
numerous entries of large companies with significant research and development
capabilities, RWireless has not been able to establish itself in this industry.
Various acquisitions have been considered, some of which required extensive due
diligence and research, but none of these were completed.

         Apart from the proposed Wi-Fi service, the only business conducted by
the Company is through Home's monthly magazine, FOR SALE BY OWNER AND BUILDER,
and its related website. This business has not been profitable, although the
current reductions in personnel and office space allowed it to reduce losses
from the magazine exclusive of any allocated management costs.

                                       3
<PAGE>

CORPORATE DEVELOPMENT

         Direct was acquired by Apple Homes Corporation ("Apple") on October 1,
1998. Pursuant to that, Apple determined that it was not appropriate to continue
to conduct the mortgage business of Direct. The shareholders of Apple of record
March 1, 1999 received one share of Direct common stock for each 10 shares of
common stock of Apple that they then held, fractional shares being rounded up to
the next full share. Additional common stock of Direct was sold to private
investors. In late 1999, Direct determined that it would be desirable to use a
separate entity for the real estate for sale by owner business (or "FSBO"
business, as referred to in the industry) it wished to enter. Homes was
established for this purpose.

         As interest rates rose in 2000 and the mortgage business of Direct (and
other mortgage businesses in the Augusta area) decreased, the Company
reorganized it so that the investor-owned company would be Homes, rather than
Direct. To facilitate this reorganization, Homes incorporated a subsidiary,
Augusta Lenders, Inc. ("Augusta"). It was intended to merge Direct into Augusta.
Subsequently, the Company decided that it would be preferable to reorganize so
that the investor owned company would be the holding company instead of one of
the operating companies.

         To attain this structure, the Chairman of Direct and Homes, Robert S.
Wilson, established HOM Corporation with minimal initial investment. Homes
transferred all the outstanding stock of Augusta to HOM, and HOM contributed
2,632,776 shares of its common stock, the same number of shares of its common
stock as the number of then outstanding shares of Direct common stock, to
Augusta. Direct and Augusta merged effective July 5, 2000. Pursuant to Georgia
law, Direct shareholders became shareholders of HOM, and Direct became a wholly
owned subsidiary of HOM. Direct then transferred all the outstanding common
stock of Homes to HOM. The result was an investor-owned HOM with two
wholly-owned subsidiaries, Homes and Direct. This business combination and the
changes to the organizational structure, in effect an internal reorganization,
did not affect the proportional interests of the shareholders or the businesses
and operations in which they were investing or their rights in the business,
since HOM and Direct are Georgia corporations with the same powers and rights of
shareholders.

         On December 12, 2002, MA&N acquired control of the Company through
purchase of a majority interest in HOM thus causing the majority of the
directors of HOM to be persons associated with MA&N. On January 15, 2003, the
Board of Directors of the Company decided to change the name of the company from
HOM Corporation to R Wireless, Inc. The change was effective as of January 22,
2003. Furthermore, the following changes were implemented: CUSIP number changed
as of February 4, 2004 (74976E 10 4), stock certificates as of the same date,
and the trading symbol as of February 14, 2003.


WI-FI BUSINESS ACTIVITIES

         In accordance with MA&N's strategic plan, the Company is attempting to
enter the wireless fidelity business, more commonly known as Wi-Fi (the term is
used generically when referring to any type of 802.11 network, whether 802.11b,
802.11a, dual-band, etc.). Wi-Fi allows personal computers and other hand held
devices to connect to the Internet without wires at high speeds comparable to
DSL and Cable access, so that the Internet becomes easier to connect to and more
accessible to Internet users. Wi-Fi antennas act as wireless Internet-access
transmitters and receivers, creating "hotspots". A hotspot is a public access
point -- typically in a hotel, airport, restaurant or other public locations --
that allows wireless-enabled computers and other devices to access the Internet.
The user pays for this service by buying a "day pass" from the hotspot operator,
or by signing up for a monthly subscription that allows use of the Internet from
anywhere in a network of access points. There are hotspots which provide free
Internet service. Wi-Fi Internet Access is becoming an increasingly popular
method of accessing the web.

                                       4
<PAGE>

         Users of the Wi-Fi networks operate on a set of unlicensed radio
frequencies set aside by the government for everyone who follows a simple set of
design rules, formally known as 802.11 technology, operating at up to 11 million
bits per second. While Wi-Fi does not offer the same amount of mobility as a
cell phone (e.g. a moving car), it is far less expensive than the multi-billion
dollar mobile 3G high-speed wireless networks currently being rolled out by the
wireless phone companies.

         The Company is arranging to build wireless sites, commonly known as
nodes, in the Borough of Manhattan in New York City, New York. To date, one node
has been completed. RWireless is also seeking to make acquisitions and form
strategic alliances within the Wi-Fi industry countrywide. While the Company
believes that by rapidly establishing a Wi-Fi network, it will gain a niche in
the Wi-Fi business to exploit or to sell to others, the Company understands that
the Wi-Fi business has yet to be shown to be profitable. Revenues could be
produced by a Wi-Fi business through the provision of an advertising medium,
through fees for use of the Wi-Fi network, or both. Fee charging Wi-Fi networks
justify their cost through enhanced service and security. The Company has not
yet determined which revenue sources it will seek for its Wi-Fi business. A
potential issue for Wi-Fi providers arises from lack of control over Wi-Fi
customers. Theoretically, after a small investment in equipment, all users in
the same house or even neighborhood could use a single stationary internal
connection, while paying for a single back-up.

         RWireless built its first node in January 2003. The project was
completed by Cloud Networks ("Cloud"). The node is located in MA&N's offices at
120 East 87th Street in New York. RWireless signed a one-year consulting
agreement with Cloud on February 11, 2003, whereas Cloud would act as a
consultant in connection with the potential acquisition of certain wireless
networking related assets. Cloud was formed in September 2002 to provide
wireless LAN consulting and management services to the commercial property
management and retail industry in the United States and internationally. Cloud
participated in key public space wireless projects in New York City, such as the
Bryant Park Wireless Network, Bowling Green Wirless Network, and the Broklyn
Museum of Art. Cloud employs widely recognized Wi-Fi pioneers, including the
founders of NYCWireless - the first and largest wireless community network in
the United States.

         RWireless, jointly with Cloud, developed a plan to build three
additional nodes in the following locations in the Borough of Manhattan in New
York City:

         1.       10 West 66th street
         2.       30 Broad Street
         3.       828 Broadway.

These projects have not yet been completed.

         On February 24, 2003 Cloud presented an acquisition review regarding
the potential acquisition of Access Speed, Inc. ("Access") a Boston, MA based
company. Access had purchased the assets of Broadband 2 Wireless, Inc. which had
raised $32 million in first-round financing, acquired multiple assets, and only
a few months later filed for bankruptcy. Access' original plan was to provide
high-speed internet access to the businesses and individuals in the buildings
owned by a partnering real estate company, Core Investments, Inc.

                                       5
<PAGE>

         Cloud's report identified some key advantages, such as a high number of
nodes, good customer base in the Boston area, and extensive research done by the
previous company (Broadband 2 Wireless, Inc.). However, there were some major
shortcomings, such as low network capacity, incompatibility of hardware with
other, more popular Wi-Fi hardware brands, and prohibitively high costs of
retrofitting the existing equipment. Consequently, RWireless did not complete a
deal with Access.

         On October 28, 2003 RWireless signed a letter of intent with Todd
Myers, principal and majority shareholder of Airpath Wireless, Inc. ("Airpath"),
with an understanding to acquire, or enter in strategic alliance with, Airpath
(www.airpath.com). Airpath is a service provider in the wireless communications
industry and the developer of WiBOSS, a world leading carrier-grade public
access management platform. The platform simplifies deployments, operations and
management of public Wi-Fi access point locations. Utilizing Airpath's managed
solutions, Wi-Fi service providers can enter the Wi-Fi industry quickly, while
Airpath manages all operations. The company manages roaming settlement and
clearing for over 350 Wi-Fi access providers, using its Wi-Fi roaming platform.
The deal with Airpath has not been finalized yet.


COMPETITIVE ENVIRONMENT OF THE WI-FI BUSINESS

         Competition in the Wi-Fi business has intensified. In December 2002
there were approximately 3,000 hotspots in the U.S. That number has grown to
more than 13,000 at the end of 2003 and is expected to grow to 30,000 by 2005.
T-Mobile USA is reported to have installed nodes in over 4,000 Starbucks Cafes
and to be spending $100,000,000 to build its own nationwide network. On December
5, 2002, AT&T, Intel and IBM announced the establishment of Cometa Networks with
the intent to build thousands of Wi-Fi connections, such as these planned by the
Company, into one nationwide network. In August 2003 SBC Communications, Inc.
announced it would offer Wi-Fi service at 6,000 locations over the next three
years. By the end of 2006, the SBC Communication's FreedomLink service will
encompass 20,000 sites in the company's 13-state territory and will integrate
the service with Cingular's GSM/GPRS network. Also in August 2003 Nextel
Communications, Inc. announced plans to use RadioFrame's technology to outfit
businesses with indoor Wi-Fi service. In July 2003 Sprint pledged to offer
Sprint PCS Wi-Fi Access in more than 2,100 locations by early 2004. And in May
2003, Verizon Communications unveiled plans to launch Wi-Fi services in New York
City for its Internet access customers as part of a broader business plan for
deploying public wireless hot spots. T-Mobile USA remains the carrier with the
longest running relationship with Wi-Fi, having embraced the technology when it
first purchased the assets of MobileStar back in October 2001. All of these
companies have resources vastly superior to those of the Company.

BUSINESS OF HOMES BY OWNERS, INC.

         FOR SALE BY OWNER AND BUILDER, Homes' monthly magazine, currently
contains 40 pages. It has listings of residential properties for sale in the
Augusta, Georgia and Aiken, South Carolina metropolitan area, and
advertisements, most, but not all, of which relate to the real estate business.
The residential listings usually take a horizontal quarter page and feature a
color photograph of the house. The advertisements are of local realtors, service
companies, providers and merchants, and have represented an increasing
proportion of the revenue of FOR SALE BY OWNER AND BUILDER magazine.

         Basic rates for a standard one-eighth-page residential listing are $75
to present a color photograph and text for one month or until the property is
sold if listed on Homes' website. Standard rates for a quarter of a page are
$199 to present a color photograph and text for one month, and $499 to present a
color photograph and text for four months plus internet listing. In each case a
durable sign with the legend "Homes By Owners" and a telephone number, usually
of the homeowner but, at his option, of Homes, is available to the listing home
owner for a fee of $30, refundable upon return of the sign. Most residential
listings are for four months in color. Commercial rates commence at $125 for a
quarter page in one issue to $1,000 for a full page in three issues.

                                       6
<PAGE>

         Homes' revenues for the last three fiscal years are as follows:

                Fiscal year ended                                  Revenues
                -----------------                                  --------
                September 30, 2003                                  $35,380

                September 30, 2002                                  $17,033

                September 30, 2001                                  $14,628


         FOR SALE BY OWNER AND BUILDER is distributed throughout the
Augusta/Aiken metropolitan area in racks provided by Homes. Distribution sites
include supermarkets, drug stores, convenience stores, banks and commercial
establishments, and a modest fee is paid to some high traffic locations, such as
supermarkets. FOR SALE BY OWNER AND BUILDER was originally replaced with a new
issue every month. Homes combined some of its magazine issues during the past
fiscal year, producing 8 issues for the period ended September 30, 2003.
Currently, approximately 18,000 copies of an issue of FOR SALE BY OWNER AND
BUILDER are printed for distribution and distributed monthly to approximately
280 locations.

         Homes has established a website, www.homesbyowners.net, with
information concerning Homes and its services, support services such as a
calculator to help buyers determine what they can afford as well as color
pictures and summary information about the listings. While most internet
residential property presentations are in conjunction with a three month color
listing in FOR SALE BY OWNER AND BUILDER, a listing can be placed on the website
for only $50. A website listing remains until the house is sold or the listing
person directs that it be removed, subject to the right of Homes to remove stale
listings.

         The Company has determined that it will expand the operations of Homes
and enter the real estate brokerage market. The potential spin off of the
Company is considered as a mean of expanding the operations and changing the
focus of Homes. In April 2003, Homes entered discussions Horizon Homes, a
modular home manufacturer in Pennsylvania, expanding in the Georgia area. A
prospective site in Lincolnton, Georgia was considered as the potential location
for building modular homes. Horizon Homes had sales of $800,000 and $2,000,000
in 2002 and 2003 respectively. This transaction was not materialized and all
negotiations were suspended in July 2003.

         In July, 2003, Homes approached another company, Freedom Homes, Inc.
("Freedom"), based in Wren, Georgia. The company has been in the real-estate
brokerage industry for over 10 years and has been one of the fastest-growing
manufactured-home dealerships in the area. The primary business of Freedom has
been buying and selling repossessed and used mobile homes, with plans to enter
the newly-constructed homes business.

         On September 4, 2003, a stock acquisition agreement was signed by and
between Jim Evans, sole owner of Freedom, RWireless, and Homes, whereas Evans
acquired 70% of the shares of Homes in exchange for all outstanding shares of
Freedom. The certificates for the Homes and Freedom shares were delivered to
David Baker, who served as escrow agent, as described in the Escrow Agreement
signed on September 4, 2003 by and between Jim Evans, RWireless, and Homes. The
transaction was contingent upon raising $500,000 from the sale of common shares
of Homes within 183 days from the signing of the agreements. In case all
conditions set forth in the stock acquisition agreement are met, the transaction
would result in the following stock ownership in percent and shares of Homes'
common stock:

                                       7
<PAGE>

             NAME                    PERCENT             NUMBER OF SHARES
             ----                    -------             ----------------

R Wireless, Inc.                       25%                  1,500,000
Jim Evans                              70%                  4,200,000
Bob Wilson                              5%                   300,000


COMPETITIVE ENVIRONMENT FOR HOMES BY OWNERS, INC.

         Currently there is no FSBO magazine in the Augusta/Aiken metropolitan
area other than FOR SALE BY OWNER AND BUILDER, although there are a few
magazines, which contain photographs of homes for sale. THE SHOPPER is a free,
weekly issue, which lists advertisements for automobiles, real estate, and
furniture. THE SHOPPER is about 12 pages, of which half a page contains listings
of real estate for rent or sale. TIDBITS is another free weekly issue of about
20 pages, which apart from a few news articles contains a wide range of
advertisements, including advertisements from home builders and brokers. DIGEST
OF HOMES, MORTGAGES AND PROPERTY is a free issue, of about 40 pages, printed in
color, which contains advertisement from realtors only. The issue also lists all
advertisements online, at www.digestofhomes.com. HOMES & LAND is another free
issue in color, of about 88 pages, which contains listings by realtors of
Augusta and the greater CSRA area. The issue also lists all advertisements
online, at www.augustashomes.com. PHOTO BUYS is yet another free issue, which
lists advertisements for automobiles, boats, homes, and other. The issue is
published in full color as of recently and has about 24 pages, of which only 3-5
pages contain listings for houses.

         Homes must attract more listings and other advertising if FOR SALE BY
OWNER AND BUILDER is to become profitable. See MANAGEMENT'S DISCUSSION AND
ANALYSIS. The Company has examples of FSBO magazines from other areas that seem
to indicate that an area the size of the Augusta/Aiken metropolitan area can
support a successful FSBO magazine. However, management believes that the profit
FOR SALE BY OWNER AND BUILDER can generate in the August/Aiken metropolitan
area, even if successful, is limited.

         Although the FSBO approach is competitive with realtor brokerage in the
sale of residential properties, it also can be complementary. The
Companybelieves that a substantial portion of residential properties that it has
listed for sale by owner, are not actually sold by their owners. If a sale is
still needed, the intervention of a broker is sought. Thus FSBO residential
listings can ultimately prove to be leads for real estate brokers.

         The Company has contemplated establishing or acquiring a realtor to
realize the full benefits of synergy with a realtor. The Company has had
discussions with individuals in light of establishing its own realty company and
with existing realty companies about an acquisition or merger. The Company
believes that there is a natural affinity between realtors and FSBO magazines.
It believes a realty operation can otherwise benefit from access to the product
stream generated by a FSBO magazine operation. For example, a realtor has the
opportunity to identify distressed sale situations that can be acquired by the
realtor at favorable prices.


SALE OF THE ASSETS AND BUSINESS OF DIRECT

         Direct has never been profitable. During Fiscal 2002, the Company
believed the sharp decline in interest rates and the resulting increase in the
mortgage business both due to the greater affordability of residential housing
through reduced monthly mortgage payments and the advantage of refinancing
mortgage, would enhance Direct's business. As a result it substantially
increased its personnel, taking additional space and otherwise incurring
additional costs. Although, as noted below, the number of mortgage closings and
the resulting revenue substantially increased, so did expenses. In addition,
management determined that it lacked the management resources to effectively


                                       8
<PAGE>

promote and control the mortgage business. As a result, in October 2002 it was
decided to dispose of the mortgage business, which was completed on November 25,
2002 by the sale of substantially all the assets of Direct (other than its
corporate records, but including the name, Direct Lending) to Stuckey
Enterprises, Inc., an unaffiliated entity ("Stuckey"). Stuckey paid $5,000 down
and agreed to pay $484 per month for three years, or a total of $20,000.
Following the initial down payment of $5,000, Stucky made two payment of $484.
In January 2003, the terms of the original agreement were renegotiated, and on
January 14, 2003 Stuckey made one final payment of $10,000 in lieu of all
remaining monthly payments. The total amount received from Stuckey was $15,968.
RWireless assumed the past liabilities of Direct. Mortgage transactions
originating prior to October 25, 2002 were for the account of the Company and
subsequent transactions were for the account of Stuckey. Stuckey assumed
responsibility for the employees and premise and equipment costs from October
25, 2002, thus relieving the Company of these expenses.

FORMER BUSINESS OF DIRECT LENDING, INC.

         Direct was a mortgage company. It located sources of capital willing to
grant home mortgage loans to customers of Direct. Direct acted as a broker and
was paid a fee upon the closing of a loan to a customer. These payments resulted
from origination fees and yield spread income and totaled approximately $2,000
in the case of most of the loans closed by Direct, payable when, and only when,
the loan closed.

         Sources of capital that provided home mortgage loans to customers of
Direct included finance companies, banks and wholesale lenders. When a lending
institution indicated an interest in providing a loan to a Direct customer,
Direct provided the appropriate documents and supervised their completion and
the various steps needed to complete the loan. Direct attended the closing of
the loan. Direct provided value by facilitating the entire loan process.

         The mortgage business in the Augusta/Aiken metropolitan area was
adversely affected during a significant portion of 1999 and 2000 by rising
mortgage rates. Rising interest rates particularly affect the refinancing of
mortgage loans. Refinancings occur when interest rates drop, so that home owners
can save money through changing to mortgages with interest rates lower than
those of the mortgage to which their property is subject. Mortgage interest
rates declined in late 2000 and in 2001 and remained low in 2002. With the
decline in rates, Direct experienced substantially increased inquiries
concerning mortgage financing. Direct closed mortgage loans as follows:

                     Period                          Number of Mortgage
                     ------                             Loans Closed
                                                        ------------
January 1, 1999-September 30, 1999*                           9
October 1, 1999-September 30, 2000                           14
October 1, 2000- September 30, 2001                           7
October 1, 2001 - September 30, 2002                         52

-------------------
*  Prior records unavailable

GOVERNMENT REGULATION OF DIRECT

         As a mortgage broker, Direct is required to be licensed. Direct is
licensed in Georgia. Although it retains that license, it does not believe the
license has material value in view of the cessation of the mortgage business.

                                       9
<PAGE>

COMPANY EMPLOYEES AND OTHER WORKERS

         The Company has no employees, and uses independent contractors for
various services when needed. Robert S. Wilson, RWireless's former Chairman and
Chief Executive Officer, is currently acting on behalf of the Company,
particularly for Homes, without receiving compensation other than from the
operations of Homes, which will be up to $1,000 a month for miscellaneous
expenses to the extent the revenue of Homes By Owners exceeds its direct
operating costs. Mr. Wilson has agreed to accept options to purchase 294,341
shares of RWireless common stock at $.01 per share in lieu of past salary claims
and advances totaling $18,000, which options have not been issued. He currently
is supervising Home's magazine, FOR SALE BY OWNER AND BUILDER, with the aid of
independent contractors. Homes has an independent contractor who distributes the
magazine in the Augusta/Aiken metropolitan areas. Homes has paid, and is willing
to continue to pay, commissions of 25% on advertisements and listings for FOR
SALE BY OWNER AND BUILDER magazine procured by third parties.

         Mark S. Neuhaus, Chairman and President of RWireless, received
3,000,000 shares for his services to the Company in 2003. Ned Baramov, Secretary
Treasurer of RWireless, and Don Rizzuto, legal counsel for the Company, each
received 1,500,000 shares as their compensation during 2003. Mark Neuhaus also
received a monthly salary of $25,000 a month, on a deferred basis, as decided in
a meeting of the Board of Directors on January 15, 2003. The salary was
rescinded at another meeting of the Board of Directors, on December 23, 2003.

         During 2003, the Company, through MA&N, actively looked for an
experienced executive from the Wi-Fi industry to head the Wi-Fi operations of
RWireless. A number of qualified candidates were interviewed and a preliminary
employment agreement drafted. Due to the competitive nature of the Wi-Fi
industry and the ability of leading companies to attract and retain such
candidates via substantial compensation packages, none of the candidates was
retained. The Company could only offer modest cash compensation and
predominantly equity-based salary.


MISCELLANEOUS

         The Company is not dependent on any particular customer or customers or
any particular supplier or suppliers. It currently holds no patents, trademarks,
licenses, franchises or concessions (other than the currently unused mortgage
banking license of Direct in Georgia), and it has no royalty agreements or labor
contracts. The Company has made no expenditures on research and development
activities, although it continually is attempting, with its limited resources,
to improve the quality of its products and services. It has had no costs of
compliance with, and has not been affected by, environmental laws.

RISK FACTORS RELATING TO THE COMPANY'S BUSINESS

         Due to the competitiveness of the Wi-Fi industry, the current lack of
profitability and the nature of the Company's business, it encounters many risk
factors. Each of these factors, as well as matters set forth elsewhere in this
Form 10-KSB, could adversely affect the business, operating results and
financial condition of the Company.

BRIEF OPERATING HISTORY - NO ASSURANCE OF PROFITABILITY

         The Company has a brief operating history. Although Direct commenced
its mortgage business in 1997, original management was replaced in the latter
part of 1998 and dates from early 1999. See CORPORATE DEVELOPMENT. Homes'
magazine, FOR SALE BY OWNER AND BUILDER, commenced in January 2000. The
operations of neither Direct nor Homes have been profitable. The Wi-Fi business
contemplated in the acquisition of a controlling interest in the Company by MA&N
has researched acquisition opportunities, none of which have been
materialialized. The exact nature of RWireless's involvement is still in the


                                       10
<PAGE>

process of definition and material expenses will be incurred before substantial
revenues are generated, if ever. The Company has encountered unforeseen costs,
expenses, problems, difficulties and delays frequently associated with new
ventures, and these may continue. There is no assurance that the Company's
business ventures will be successful or that the Company will be able to attract
and retain sufficient customers to attain its goals. The Company anticipates
that its operating expenses will increase if and as its business expands, and it
will need to generate revenues sufficient to offset not only its present
expenses but these additional expenses to achieve profitability.

COMPETITION COULD NEGATIVELY AFFECT REVENUES

         The business of the Company is highly competitive. See COMPETITIVE
SITUATION OF THE WI-FI BUSINESS and COMPETITIVE SITUATION OF HOMES BY OWNERS,
INC. Additional competitors may also enter the market and future competition may
intensify. Most of these competitors have substantially greater financial
resources than the Company, and they and their capital providers may be able to
accept more financial risk than the Company and its capital providers prudently
can manage.

CONCENTRATION OF SHARE OWNERSHIP GIVES INSIDERS CONTROL

         MA&N owns 30.1% of RWireless's outstanding common stock as of January
15, 2003. Mark Neuhaus owns 49.7% of the outstanding stock, including his
ownership through MA&N. Ned Baramov owns 9.7% of the outstanding stock. The
total number of shares owned by insider is 59.4%. As a result, insiders can
determine the outcome on all matters submitted to the shareholders. This
concentration of share ownership may: (i) delay or prevent a change in control
of the Company; (ii) impede a merger, consolidation, takeover or other business
involving the Company; or (iii) discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of the Company.

NEED FOR, AND POSSIBLE DIFFICULTIES IN SECURING, FUTURE FUNDING, DIRECTLY OR
THROUGH AN ALTERNATIVE TRANSACTION

         Although the Company believes that the resources of MA&N will be
sufficient and available to fund its operations over the current year, MA&N is
not contractually committed to fund the Company during that period and there is
no assurance that such current year funding will be made. Thereafter the Company
must secure future funding from MA&N or otherwise, either debt or equity, in
order to finance its activities. Such funding will continue to be needed unless
and until the operations of the Company become self-sustaining. There can be no
assurance that any such funding will be available to the Company or that, if it
is, it will be available on terms favorable to the Company. Prior to the
acquisition of a controlling interest in the Company by MA&N, the Company
financed a significant portion of its operations through the sale of stock to
Robert S. Wilson, former Chairman of RWireless, and to Bryce N. Batzer, a former
director of RWireless, and to a limited number of principal investors, and
borrowed funds from a bank with a guarantee by Mr. Wilson, from Mr. Wilson
personally, from Judith C. Wilson, Mr. Wilson's wife, from Mr. Batzer and from
David R. Baker, a partner of counsel to the Company. It is not anticipated that
these funding sources will be available in the future. There can be no assurance
that outside funding or an alternative transaction will be available to the
Company at the time and in the amount to satisfy the Company's needs, or, if
such funding or alternative transaction is available, that it will be available
on terms favorable to the Company. If RWireless issues additional shares of
common stock, current shareholders may experience immediate and substantial
dilution in their ownership of RWireless's shares, or, in the case of an
alternative transaction, will receive securities in a continuing entity
providing them relatively lesser rights than they now possess. In case of a
sale, shareholders' proceeds may be limited. In the event RWireless issues
securities or instruments other than common stock, it may be required to issue
such instruments with greater rights than those currently possessed by holders
of RWireless's common stock. If a transaction directly involved Homes or Direct,
current RWireless shareholders might lose or be diluted in their indirect
interests in Homes or Direct.

                                       11
<PAGE>

POSSIBILITY THAT NO PUBLIC MARKET OR ONLY A LIMITED PUBLIC MARKET WILL BE
ESTABLISHED FOR THE COMMON STOCK OF RWIRELESS

         On August 14, 2002, NASD Regulation, Inc. cleared a broker's request
for an unpriced quotation on the OTC Bulletin Board for RWireless's common
stock. However, the public market for RWireless's common stock has not been
substantial or sustained. Sales have been sporadic and have ranged from $.05 to
$.45 a share. See MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

LIMITED ACCESS TO QUALIFIED PERSONNEL

         To be effective, the Company needs persons with the skills necessary to
conduct the Wi-Fi business, to produce the magazine, and to maintain its
website. It also needs persons with the ability to procure real estate listings
and advertisements for the magazine. The Company has had no experience in hiring
personnel to conduct the Wi-Fi business. The Company has lacked the resources to
train personnel, so it needed to find persons with the required experience,
understanding, ability and effectiveness. The Company's financial position has
made this difficult. See COMPANY EMPLOYEES AND OTHER WORKERS. The inability to
attract and retain appropriate personnel may have a materially adverse effect
upon the Company and its operations.

LEGAL AND REGULATORY RISK

         Laws and regulations, including securities laws and regulations,
applicable to the Company's business and operations are extensive and complex.
As a start up business with limited personnel and funding, the Company has taken
actions without being able to fully ascertain their legal effect and potential
conflict with applicable law and regulations. The Company believes that this
situation often pertains to minimally funded new businesses that are in the
position of the Company. As a result, actions taken by the Company could subject
it to regulatory review and challenge, and involve it in legal or administrative
proceedings, that could have a material adverse affect on the Company.

FORWARD LOOKING STATEMENTS AND CAUTIONARY WORDS

         This Registration Statement contains forward-looking statements,
including such statements that constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, and as such may
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to be materially
different from any future results, performance, or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
speak only as of the date of this Registration Statement or the amendment
thereto in which they appear, as the case may be. The Company expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based. In
addition, particular attention is called to cautionary words such as "may,"
"will," "expect," "anticipate," "estimate" and "intend" where they appear
herein.

                                       12
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY.

         The company decided to retain its principal office at 4210 Columbia
Road, Suite 10C, Martinez Georgia. Homes signed a new one-year lease agreement
as of January 1, 2003. The agreement was between William W. Satcher and Homes,
setting the monthly rent at $800.

         On March 19, 2003 Homes signed another agreement, subletting two of its
conference rooms to A.P. Augusta, LLC, starting April 1, 2003, on a
month-to-month basis, at $400 per month.

         All of the Company's Wi-Fi related activities are conducted through
MA&N's principal office in New York City, at the expense of MA&N.

ITEM 3. LEGAL PROCEEDINGS.

         There are no material pending legal proceedings to which the Company or
any of its subsidiaries is a party or to which any of its property is subject
and, to the best of its knowledge, no such action against the Company is
contemplated or threatened.

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

         No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.

                                       13
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The OTC Compliance Unit of NASD Regulations, Inc. cleared a brokers
request for an unpriced quotation on the OTC Bulletin Board on August 14, 2002.
From that date through September 30, 2002, the high and low sales prices for the
RWireless Common Stock as furnished by Divine Capital Markets LLC were as
follows:

<TABLE>
<CAPTION>

                 Period                             High Sales Price                       Low Sales Price
                 ------                             ----------------                       ---------------
<S>                                                       <C>                                   <C>
August 15 - September 30, 2002                            $0.45                                 $0.23

         The high and low sales price for the period October 1, 2002 - January
30, 2004 for RWireless common stock was as follows:

                 Period                             High Sales Price                       Low Sales Price
                 ------                             ----------------                       ---------------
October 1 - December 31, 2002                             $0.20                                 $0.05
January 1 - March 31, 2003                                $0.25                                 $0.07
April 1 - June 30, 2003                                   $0.18                                 $0.06
July 1 - September 30, 2003                               $0.45                                 $0.07
October 1 - December 31, 2003                             $0.44                                 $0.05
January 1 - January 30, 2004                              $0.20                                 $0.05
</TABLE>

         The average daily trading volume for the period October 1, 2002 -
January 30, 2004 was 14,260 shares, and the maximum number of shares traded was
489,200, on January 22, 2004. The average high and low sales prices for the same
period were $0.145 and $0.133 respectively. The highest and lowest high sales
price were $0.45 and $0.05 respectively, and the highest and lowest low sales
price were $0.44 and $0.05 respectively. All stated quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

         Actual sales have been sporadic with the highest trading activity
reported in the quarter ended December 31, 2003. The average trading volume
during this quarter was 39,783 shares. The most current reported sale as of
February 13, 2004 was on February 11, 2003 at $.09 a share.

         The ability of an individual shareholder to trade his or her shares in
a particular state may be subject to various rules and regulations of that
state. A number of states require that an issuer's securities be registered in
their state or appropriately exempted from registration before the securities
are permitted to trade in that state. The Company has no present plans to
register its securities in any particular state, although it may take action
that will allow it to receive appropriate exemption.

         The shares of RWireless's common stock are subject to the provisions of
Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), commonly referred to as the "penny stock" rule. The
Commission generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to specified exceptions. Section
15(g) sets forth requirements for transactions in penny stocks and Rule
15g-9(d)(1) incorporates the definition of penny stock as that used in Rule
3a51-1 of the Exchange Act. Rule 3a51-1 provides that any equity security is
considered to be a penny stock unless that security is registered and traded on
a national securities exchange meeting specified criteria set by the Commission;
authorized for quotation on The NASDAQ Stock Market; issued by a registered


                                       14
<PAGE>

investment company; excluded from the definition on the basis of price (at least
$5.00 per share) or the issuer's net tangible assets; or exempted from the
definition by the Commission. As a result, trading in RWireless's common stock
is subject to additional sales practice requirements on broker-dealers who sell
penny stocks to persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.

         For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in RWireless's common stock and may affect the
ability of shareholders to sell their shares.

         As of February 4, 2004, there were approximately 101 holders of record
of RWireless's common stock, which figure does not take into account the
beneficial ownership of those shareholders whose certificates are held in the
name of broker-dealers or other nominees.

         As of February 4, 2004, RWireless has issued and outstanding 15,418,651
shares of common stock. The company has granted options to Bob Wilson for
294,341 shares, which have not been exercised yet. SEE COMPANY EMPLOYEES AND
OTHER WORKERS. Of the total 15,418,651 shares outstanding, 10,649,984 shares are
deemed "restricted securities," as defined by the Act, whose sale is subject to
Rule 144 under the Act as having been held for less than two years. Certificates
representing such shares bear an appropriate restrictive legend.

         Of RWireless's total outstanding shares, as of February 4, 2004,
approximately 4,643,667 shares are free trading and may be sold, transferred or
otherwise traded in the public market. As of February 4, 2004, another 536,115
shares may be sold in compliance with the resale limitations of Rule 144 under
the Act.

         In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned restricted shares of the
Company for at least one year, including any person who may be deemed to be an
"affiliate" of the Company (as the term "affiliate" is defined under the Act),
is entitled to sell, within any three-month period, an amount of shares that
does not exceed the greater of (i) the average weekly trading volume in the
Company's common stock, as reported through the automated quotation system of a
registered securities association, during the four calendar weeks preceding such
sale or (ii) 1% of the shares then outstanding. A person who is not deemed to be
an "affiliate" of the Company and has not been an affiliate for the most recent
three months, and who has held restricted shares for at least two years would be
entitled to sell such shares without regard to the resale limitations of Rule
144.

DIVIDEND POLICY

         The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will pay
cash dividends or make distributions in the foreseeable future. The Company
currently intends to retain and invest future earnings, if any, to finance its
operations.

                                       15
<PAGE>

SALES OF EQUITY SECURITIES OF RWIRELESS DURING FISCAL 2003

         During the year ended September 30, 2003, the Company issued shares of
RWireless's Common Stock, and agreed to issue options to purchase RWireless's
Common stock as follows:

         References to investments are to cash investments unless otherwise
stated.

         (a) On September 24, 2002, a subsidiary of the Company was merged into
Crowell & Co., Inc. resulting in expenses to the Company of $25,000, and
proceeds of $30,101. The proceeds to the Company were in exchange for 75,256
shares of RWireless Common Stock, issued on December 2, 2003. The shares were
issued to 8 holders of Crowell & Co., Inc. It is believed that all, or
substantially all such stockholders, are accredited investors. The proceeds from
the transaction were used to cover various accounts payable. The sale was exempt
pursuant to Section 4 (2) of the Securities Act of 1933.

         (b) On December 12, 2002, the Company agreed to sell MA&N LLC ("MA&N")
4,647,626 shares in consideration of:

         a. All rights relating to the provision of ISP wireless service from
not less than five nodes, including effective lease or other authorization to
use the locations involved and all necessary equipment.

         b. Consultation with the Company for at least two years on financial
and management matters with a view to materially enhancing the Company's
performance.

         c. Arranging for personnel who can effect the management of the
Company.

         d. Causing the Company to proceed with the contemplated business plan
of acquiring additional entities or business operations in the ISP wireless
business.

         e. Funding of current payment of accounting and legal fees to enable
upcoming filings with the U.S. Securities and Exchange Commission to be made on
Form 8-K with respect to this transaction and other relevant transaction and on
Form 10-KSB with respect to the Company's fiscal year ended September 30, 2002
(which will include currently outstanding accounting fees), estimated to be in
the range of $75,000 - $100,000.

         MA&N, which is owned by Mark Neuhaus, President of the Company, and his
wife Nicole Bloom-Neuhaus, both of whom are accredited investors, is an
accredited investor. The sale was exempt pursuant to Section 4 (2) of the
Securities Act of 1933.

                  (c) On December 12, 2002, the issuance of 133,487 shares of
RWireless Common Stock to David R. Baker, partner of Baker, Johnston & Wilson
LLP, counsel to the Company was authorized, in lieu of $29,584 in loans to the
Company, with an adjustment in lieu of interest of $3,969 and a further
equitable adjustment of $818, or a total of $33,371. Mr. Baker is an accredited
investor. The sale was exempt pursuant to Section 4 (2) of the Securities Act of
1933.

                  (d) On December 12, 2002, the issuance of 5 year options to
purchase 294,341 shares of RWireless Common Stock at $0.01 per share to Robert
Wilson, then Chairman and Chief Executive Officer of the Company was authorized
in lieu of $54,000 in compensation during calendar 2001, $8,000 in indebtedness
of the Company and an additional $10,000 in advances to the Company together
with any interest on any of these amounts for a total of $73,585. The options
have not yet been issued. Mr. Wilson was an accredited investor. The sale was
exempt pursuant to Section 4 (2) of the Securities Act of 1933.

                                       16
<PAGE>

                  (e) On January 15, 2003, the issuance of 3,000,000 shares
RWireless's Common Stock to Mark Neuhaus, Chief Executive Officer, for his
yearly compensation was authorized. Mr. Neuhaus is an accredited investor. The
sale was exempt pursuant to Section 4 (2) of the Securities Act of 1933.

                  (f) On January 15, 2003, the issuance of 1,500,000 shares
RWireless's Common Stock to Ned Baramov, Secretary - Treasurer, for his yearly
compensation was authorized. Mr. Baramov is an accredited investor. The sale was
exempt pursuant to Section 4 (2) of the Securities Act of 1933.

                  (g) On January 15, 2003, the issuance of 1,500,000 shares
RWireless's Common Stock to Donald Rizzuto, legal counsel to the Company and
MA&N, for his yearly compensation was authorized. Mr. Rizzuto is an accredited
investor. The sale was exempt pursuant to Section 4 (2) of the Securities Act of
1933.

                  (h) On September 12, 2003, the issuance of 600,000 shares of
RWireless Common Stock to Michael Pisani, consultant to the Company, was
authorized in lieu of $20,000 in fees for advisory services for the Company and
the transfer of 350,000 shares or RWireless Common Stock to a third party. Mr.
Pisani is an accredited investor. The sale was exempt pursuant to Section 4 (2)
of the Securities Act of 1933.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         As of September 30, 2003 the Company's has never earned a profit, and
has incurred an accumulated deficit of $1,986,902. The recent acquisition of a
controlling interest in the Company by MA&N has given the Company access to
additional funds directly from MA&N, and the business plan envisioned by MA&N
may elicit additional funds from third parties. However, the MA&N resources are
finite and there can be no assurance of third party funding. The Company's
original business, the mortgage banking business conducted by Direct, has been
divested. See SALE OF THE ASSETS AND BUSINESS OF DIRECT. The magazine, FOR SALE
BY OWNER AND BUILDER, is currently operating at a small deficit. Should there be
no allocation of general corporate overhead to its operation, and management
believes it can be made, at best, FOR SALE BY OWNER AND BUILDER is marginally
profitable. By terminating the mortgage banking operations of Direct Lending and
by reducing the expenses of producing the magazine, FOR SALE BY OWNER AND
BUILDER, the Company has substantially reduced its operating costs. However,
these expense reductions do not eliminate the Company's current operating
deficits. Development of the Wi-Fi business will substantially increase the
Company's operating costs.

LIQUIDITY

         At present and historically, the Company has lacked liquidity as a
result of insufficient initial financing and continuing operating deficits. The
Company has maintained its ability to pay expenses through the sale of common
stock from time to time, principally to its directors, who have made significant
investments. As a result of the change of control of the Company, such funding
will not continue. Therefore, the Company will need to rely for its future
liquidity needs on the resources of its new controlling shareholder, MA&N, until
such time as it arranges other financing or becomes profitable. The Company has
reviewed its cash needs with MA&N, and MA&N has indicated that over the next
twelve months it will be able to provide the necessary funds (to the extent not
provided by RWireless) to satisfy RWireless's current obligations and its
ongoing operating and capital expenses.

                                       17
<PAGE>

CAPITAL EXPENDITURES

         The Company has no material commitments for capital expenditures and
has had no need, in its previous operations, to make material capital
expenditures. The development of the Company's Wi-Fi business will require
capital expenditures, the exact extent of which is not now known, although it is
believed that necessary equipment purchases, the principal anticipated capital
expenditures, can be financed to a substantial extent.

RESULTS OF OPERATIONS

         o        Year ended September 30, 2003 compared with year ended
                  September 30, 2002.

         o        Year ended September 30, 2002 compared with year ended
                  September 30, 2001.

         Revenue increased $100,865 from $65,819 to $166,054, or 153.2%, as a
result of an increase in revenue from mortgages of $96,928 from $17,670 to
$114,598, or 548.5%, mortgages closed having increased from 7 in fiscal 2001 to
52 in fiscal 2002, and an increase in income from the magazine, FOR SALE BY
OWNER AND BUILDER, and its associated website of $3,307 from $48,149 to $51,456,
or 6.9%, as a result of an increase in advertisements by local realtors, service
companies and providers and merchants of $992 from $33,521 to $34,423, or 3.0%
and in residential property listings of $2,405 from $14,628 to $17,033, or
16.4%.

         The operating loss increased $60,297 from $281,595 to $341,892, or
21.4%, principally as a result of an increase (i) in professional fees of
$69,889 from $92,916 to $162,805, or 75.2%, which increase reflected the
additional legal and accounting costs associated with filings required under the
Securities Exchange Act of 1934 and several proposed transactions that were not
consummated (such increase in operating professional fees was partially offset
by the decrease included in unsuccessful business combination costs referred to
in the next paragraph), (ii) in salaries, commissions and benefits of $48,714
from $103,308 to $152,022, or 47.2%, largely as a result of increased
commissions relating to the increased revenues from mortgages, (iii) in office,
travel and other expenses of $26,875 from $46,134 to $73,009, or 58.3%,
principally as a result of an increase in office expenses, and (iv) other
expenses of $13,086 for magazine expenses, of $12,235 for closing costs and $2
of depreciation, partially offset by reductions of $5,088 in utilities and
telephone, $4,730 in website maintenance, $901 in rent and $419 in advertising,
together with the $100,865 increase in revenue.

         In addition, other expense decreased by $28,401 from $64,804 to
$36,403, or 43.8%, principally as a result of a decrease in unsuccessful
business combination costs of $30,043 from $57,147 to $27,104, or 57.1%, as a
result of the reduction of incurred costs in connection with the Company's
proposed business combination with Connectivity, Inc. and Mobile.com. See NOTE
10-NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


NET OPERATING LOSS CARRYFORWARDS FOR TAX PURPOSES

         As at September 30, 2003 the Company has net operating loss
carryforwards totaling $1,148,821 that may be offset against future taxable
income until 2018 through 2022. In view of the anticipated losses sustained in
the three months ended December 31, 2003, the net operating loss carryforwards
will have increased as of that date. This amount, net of tax (assuming an
estimated net federal and state tax rate of 29.5%), together with $7,179
relating to intangible assets and $17,149 relating to accrued wages resulting
from differences in reporting for income tax and financial statement purposes,
or a total of $363,230 as of September 30, 2003, offset by deferred tax
liabilities relating to property and equipment in the amount of $1,017, leaves a
net deferred tax asset of $362,213 that may be used against the Company's future
income tax. For financial statement purposes, a valuation allowance of $362,213,
or 100%, has been taken against net deferred taxes as of September 30, 2003. A
larger equivalent valuation will be taken against the larger amount of such
assets as of December 31, 2003. There can be no assurance that these deferred
tax assets can ever be used. A deferred tax asset can be used only if there is


                                       18
<PAGE>

future taxable income, as to which there can be no assurance in the case of the
Company. In addition, because of the change of control of the Company, under ss.
382 of the Internal Revenue Code the Company will be able to take only
approximately $45,000 of the available net operating loss in any year based on
an estimated value of $.25 a share of RWireless Common Stock on December 12,
2003, the date of change of control. The deferred tax asset, therefore, is not
reflected as an asset of any value in RWireless's Consolidated Balance Sheet as
of September 30, 2003, but it nevertheless is a valuable asset that can be
utilized if the Company becomes profitable.

ACCOUNTING AND REPORTING CHANGES

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 142 addresses how goodwill and other
intangible assets should be accounted for at their acquisition (except for those
acquired in a business combination) and after they have been initially
recognized in the financial statements. The statement is effective for all
fiscal years beginning after December 15, 2001. The Company believes the effect
of SFAS No. 142 will not have a material impact on the financial position of the
Company.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supercedes prior
pronouncements associated with impairment or disposal of long-lived assets and
establishes methodologies for assessing impairment of long-lived assets,
including assets to be disposed of by sale or other means. The statement is
effective for all fiscal years beginning after December 15, 2001. The Company
adopted SFAS No. 144 in 2002 and believes that the adoption of SFAS No. 144 did
not have a material impact on the Company's financial statements.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 supercedes prior
pronouncements associated with accounting treatment for exit activities and
establishes guidelines for the recognition of liabilities associated with an
exit or disposal activity. The statement is effective for exit or disposal
activities initiated after December 31, 2002. The Company believes that the
adoption of SFAS No. 146 will not have a material impact on the Company's
financial statements.

         Other accounting standards that have been issued or proposed by the
FASB that do not require adoption until a future date are not expected to have a
material impact on the consolidated financial statements upon adoption.

ITEM 7. FINANCIAL STATEMENTS.

         The Company's consolidated balance sheets as of September 30, 2003 and
2002 and the related consolidated statements of operations, changes in
stockholders equity (deficit) and cash flows for the years ended September 30,
2002, 2001 and 2000 have been examined to the extent indicated in their report
by Elliott Davis, L.L.C., independent certified public accountants. These
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America and pursuant to Regulation
S-B as promulgated by the Securities and Exchange Commission and are included
herein in response to Part F/S of this Form 10-KSB. The financial statements
have been prepared assuming the Company will continue as a going concern. SEE
NOTE 1 - NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.

                                       19
<PAGE>








                                R WIRELESS, INC.
                                AND SUBSIDIARIES

                                  CONSOLIDATED
                              FINANCIAL STATEMENTS



<PAGE>
<TABLE>

                             R WIRELESS, INC. AND SUBSIDIARIES

                                         CONTENTS
<CAPTION>


                                                                              Page
                                                                            ----------

<S>                                                                           <C>
REPORT OF ELLIOTT DAVIS, L.L.C.
  INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT                                          20

FINANCIAL STATEMENTS
      Consolidated balance sheets                                                  21
      Consolidated statements of operations                                        22
      Consolidated statements of changes in stockholders' equity (deficit)         23
      Consolidated statements of cash flows                                   24 - 25
      Notes to the consolidated financial statements                          26 - 33

</TABLE>






<PAGE>



                         REPORT OF ELLIOTT DAVIS, L.L.C.
                     INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



Board of Directors
R Wireless, Inc. and Subsidiaries
Martinez, Georgia


     We have audited the accompanying consolidated balance sheets of R Wireless,
Inc. and Subsidiaries (the "Company") as of September 30, 2002 and 2001, and the
related consolidated statements of operations, changes in stockholders' equity
(deficit) and cash flows for the years ended September 30, 2002, 2001, and 2000.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of R Wireless,
Inc. and Subsidiaries as of September 30, 2002 and 2001, and the results of
their operations and their cash flows for the years ended September 30, 2002,
2001, and 2000, in conformity with accounting principles generally accepted in
the United States of America.





Augusta, Georgia
December 20, 2002


                                       20
<PAGE>
<TABLE>

                                       HOM CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                                    SEPTEMBER 30,
                                                                           ------------------------------
                                                                               2002             2001
                                                                           ------------      ------------
<S>                                                                        <C>               <C>
                         ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                $     2,489       $    22,055
  Accounts receivable                                                            3,123               850
  Trading securities                                                                --               612
                                                                           ------------      ------------

    Total current assets                                                         5,612            23,517

PROPERTY AND EQUIPMENT - NET                                                    13,947            27,691

OTHER ASSETS                                                                     1,305             3,327
                                                                           ------------      ------------

                                                                           $    20,864       $    54,535
                                                                           ============      ============

                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                    $   103,294       $    43,457
  Accounts payable to related parties                                          202,276            86,780
  Accrued wages                                                                 58,131            38,880
  Deferred revenues                                                              2,848             4,530
  Short-term notes payable                                                      20,448            20,200
  Stockholder advances                                                          86,170            54,000
  Current maturities of long-term debt                                              --             1,225
                                                                           ------------      ------------

    Total current liabilities                                                  473,167           249,072
                                                                           ------------      ------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Paid in capital - 1,000,000 preferred shares authorized; none
    issued and outstanding                                                          --                --
  Paid in capital - no par common - 50,000,000 shares authorized;
    issued and outstanding 3,962,282 and 3,508,667 as of
  September 30, 2002 and 2001, respectively                                    808,053           687,524
  Accumulated deficit                                                       (1,260,356)         (882,061)
                                                                           ------------      ------------
                                                                              (452,303)         (194,537)
                                                                           ------------      ------------

                                                                           $    20,864       $    54,535
                                                                           ============      ============


                             The accompanying notes are an integral part of these
                                      consolidated financial statements.
</TABLE>

                                                      21
<PAGE>
<TABLE>

                                       HOM CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                            FOR THE YEARS ENDED SEPTEMBER 30,
                                                     ------------------------------------------------
                                                         2002              2001             2000
                                                     ------------      ------------      ------------
<S>                                                  <C>               <C>               <C>
REVENUES                                             $   166,054       $    65,819       $    61,325
                                                     ------------      ------------      ------------

OPERATING EXPENSES
  Professional fees                                      162,805            92,916            78,566
  Salaries, commissions and benefits                     152,022           103,308            96,048
  Office, travel and other expense                        73,009            46,134            55,559
  Magazine printing                                       38,086            24,131            19,269
  Rent                                                    25,465            26,366            27,202
  Utilities and telephone                                 15,823            20,911            18,602
  Depreciation                                            15,505            15,503            12,071
  Advertising                                             12,926            13,345           131,504
  Closing costs                                           12,235                --                --
  Website maintenance                                         70             4,800            14,550
                                                     ------------      ------------      ------------

                                                         507,946           347,414           453,371
                                                     ------------      ------------      ------------

    Operating loss                                      (341,892)         (281,595)         (392,046)
                                                     ------------      ------------      ------------

OTHER INCOME (EXPENSE)
  Unsuccessful business combination costs                (27,104)          (57,147)               --
  Interest                                               (10,270)           (2,143)           (1,993)
  Realized gains (losses) on trading securities              971            (2,387)               --
  Unrealized losses on trading securities                     --            (2,206)               --
  Loss on disposal of equipment                               --              (921)               --
                                                     ------------      ------------      ------------

                                                         (36,403)          (64,804)           (1,993)
                                                     ------------      ------------      ------------

Loss before income taxes                                (378,295)         (346,399)         (394,039)

PROVISION FOR INCOME TAXES - NET                              --                --                --
                                                     ------------      ------------      ------------

Net loss                                             $  (378,295)      $  (346,399)      $  (394,039)
                                                     ============      ============      ============


PER SHARE INFORMATION:
Basic net loss per common share                      $     (0.10)      $     (0.11)      $     (0.16)
                                                     ============      ============      ============

Weighted average shares outstanding                    3,796,620         3,292,502         2,400,970
                                                     ============      ============      ============

                             The accompanying notes are an integral part of these
                                      consolidated financial statements.
</TABLE>

                                                      22
<PAGE>
<TABLE>

                                            HOM CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

<CAPTION>


                                                                     COMMON STOCK                               TOTAL
                                                           --------------------------------                  STOCKHOLDERS'
                                                                             PAID IN        ACCUMULATED        EQUITY
                                                            SHARES           CAPITAL          DEFICIT         (DEFICIT)
                                                         ------------     ------------     ------------      ------------
<S>                                                        <C>            <C>              <C>               <C>
BALANCE, SEPTEMBER 30, 1999                                1,688,047      $   264,369      $  (141,623)      $   122,746

 Common stock issued in exchange for professional,
  website design and other services                          570,880          111,220               --           111,220
 Common stock issued for cash                                530,000          133,000               --           133,000
 Common stock issued as repayment for cash advances          112,740           27,185               --            27,185
 Net loss                                                         --               --         (394,039)         (394,039)
                                                         ------------     ------------     ------------      ------------

BALANCE, SEPTEMBER 30, 2000                                2,901,667          535,774         (535,662)              112

 Common stock issued as settlement for accounts
  payable related to professional services received           63,000           15,750               --            15,750
 Common stock issued for cash                                368,000           92,000               --            92,000
 Common stock issued as repayment for cash advances          176,000           44,000               --            44,000
 Net loss                                                         --               --         (346,399)         (346,399)
                                                         ------------     ------------     ------------      ------------

BALANCE, SEPTEMBER 30, 2001                                3,508,667          687,524         (882,061)         (194,537)

 Common stock issued as settlement for accounts
  payable related to professional services received           34,000           13,000               --            13,000
 Common stock issued as repayment for cash advances          362,115           90,529               --            90,529
 Common stock issued for cash                                 57,500           17,000               --            17,000
 Net loss                                                         --               --         (378,295)         (378,295)
                                                         ------------     ------------     ------------      ------------

BALANCE, SEPTEMBER 30, 2002                                3,962,282      $   808,053      $(1,260,356)      $  (452,303)
                                                         ============     ============     ============      ============


                                  The accompanying notes are an integral part of these
                                           consolidated financial statements.
</TABLE>

                                                           23
<PAGE>
<TABLE>

                                            HOM CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                 FOR THE YEARS ENDED SEPTEMBER 30,
                                                                            ------------------------------------------
                                                                               2002            2001            2000
                                                                            ----------      ----------      ----------
<S>                                                                         <C>             <C>             <C>
OPERATING ACTIVITIES
 Net loss                                                                   $(378,295)      $(346,399)      $(394,039)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation                                                                15,505          15,503          12,071
   Realized and unrealized (gains) losses from trading securities, net           (971)          4,593              --
   Loss on disposal of equipment                                                   --             921              --
   Expenses settled by issuance of common stock                                    --              --          78,703
   Changes in deferred and accrued amounts:
    Accounts receivable                                                        (2,273)            775          (1,625)
    Prepaid expenses                                                               --           4,800         116,197
    Other assets                                                                2,022          (3,077)            250
    Accounts payable and accrued expenses                                     211,040         141,824          34,522
    Deferred revenues                                                          (1,682)         (7,648)         12,178
                                                                            ----------      ----------      ----------

      Net cash used in operating activities                                  (154,654)       (188,708)       (141,743)
                                                                            ----------      ----------      ----------

INVESTING ACTIVITIES
 Purchase of trading securities                                               (33,927)       (161,395)             --
 Proceeds from sale of trading securities                                      70,167         160,700              --
 Purchase of property and equipment                                            (1,761)         (2,313)        (10,466)
 Proceeds from sale of property and equipment                                      --           4,200              --
                                                                            ----------      ----------      ----------

      Net cash provided by (used in) investing activities                      34,479           1,192         (10,466)
                                                                            ----------      ----------      ----------

FINANCING ACTIVITIES
 Proceeds, net of repayments, from short-term notes payable
   and stockholder advances                                                    84,834         118,041          21,401
 Repayment of long-term debt                                                   (1,225)         (1,159)         (2,043)
 Proceeds from the sale of common stock                                        17,000          92,000         133,000
                                                                            ----------      ----------      ----------

      Net cash provided by financing activities                               100,609         208,882         152,358
                                                                            ----------      ----------      ----------

      Net increase (decrease) in cash                                         (19,566)         21,366             149

CASH, BEGINNING OF YEAR                                                        22,055             689             540
                                                                            ----------      ----------      ----------

CASH, END OF YEAR                                                           $   2,489       $  22,055       $     689
                                                                            ==========      ==========      ==========
                                                                                                           (Continued)
</TABLE>

                                                           24
<PAGE>
<TABLE>

                                       HOM CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

                                                                  FOR THE YEARS ENDED SEPTEMBER 30,
                                                               -------------------------------------
                                                                  2002          2001         2000
                                                               ----------    ----------    ---------
<S>                                                            <C>           <C>           <C>
SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION

Cash paid for interest                                         $ 10,606      $  1,517      $    529
                                                               =========     =========     =========
Cash paid for income taxes                                     $     --      $     --      $     --
                                                               =========     =========     =========

Noncash financing activities
Common stock issued in exchange for professional, website
 design, advertising, and other services                       $     --      $     --      $111,220
                                                               =========     =========     =========
Common stock issued as repayment for cash advances
 and notes payable                                             $ 90,529      $ 44,000      $ 27,185
                                                               =========     =========     =========
Trading securities received as advances from stockholders      $ 34,657      $  4,510      $     --
                                                               ========      ========      ========
Common stock issued as settlement for accounts
 payable related to professional services received             $ 13,000      $ 15,750      $     --
                                                               =========     =========     =========



                             The accompanying notes are an integral part of these
                                      consolidated financial statements.
</TABLE>

                                                      25
<PAGE>

                        R WIRELESS, INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES
------------------------------------------------------------------

     BUSINESS ACTIVITIES
         R Wireless, Inc. (formerly HOM Corporation), incorporated May 4, 2000
         in the State of Georgia, operates as a holding company for its two
         wholly owned subsidiaries, Homes By Owners, Inc. ("Homes") and Direct
         Lending, Inc. ("Direct").

         Homes was incorporated in the State of Georgia in December, 1999 and
         operates in the real estate market as an advertiser of real estate
         listed as "for sale by owner" ("FSBO") by publishing a monthly
         magazine, which contains FSBO and other advertising, and hosting an
         Internet web page that serves as an advertising venue for FSBO
         residential and commercial real estate in the Central Savannah River
         Area.

         Direct (formerly Southern States Lenders, Inc.) was incorporated in the
         State of Georgia in January, 1997 and operated as a licensed mortgage
         broker for various financial institutions and underwriters (See Note 11
         - Subsequent Events).

         R Wireless, Inc., with its subsidiaries, (the "Company") has suffered
         recurring losses while devoting substantially all of its efforts to
         raising capital and developing markets for its FSBO advertising and
         mortgage services (See Note 11 - Subsequent Events). Additionally, the
         Company's total liabilities exceed its total assets. The accompanying
         consolidated financial statements have been prepared on a going concern
         basis, which contemplates continuing operations, realization of assets
         and liquidation of liabilities in the ordinary course of business. The
         Company's ability to continue as a going concern is dependent upon its
         ability to raise sufficient capital to implement its business plan and
         to generate profits sufficient to become financially viable. The
         consolidated financial statements do not include adjustments relating
         to the recoverability of recorded assets or liabilities that might be
         necessary should the Company be unable to continue as a going concern.

     PRINCIPLES OF CONSOLIDATION
         The consolidated financial statements include the accounts of the
         Company and its wholly owned subsidiaries. All significant intercompany
         balances and transactions have been eliminated in consolidation.

     USE OF ESTIMATES
         The consolidated financial statements include estimates and assumptions
         that affect the Company's financial position and results of operations
         and disclosure of contingent assets and liabilities. Actual results
         could differ from these estimates.

     CASH AND CASH EQUIVALENTS
         The Company considers all highly liquid debt instruments with original
         maturities of three months or less to be cash equivalents.

                                                                     (Continued)

                                       26
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, CONTINUED
-----------------------------------------------------------------------------

     TRADING SECURITIES
         Management has classified all financial instruments, which are equity
         securities, as trading securities. Realized gains and losses resulting
         from the sale of securities are reported in current earnings based on
         proceeds received from the sale and the actual cost of the securities
         sold. Unrealized gains and losses on the securities are reported in
         current earnings based on the estimated fair values as reported on
         public exchanges. The fair values of the Company's financial
         instruments reported in the financial statements approximate their
         carrying values.

     PROPERTY AND EQUIPMENT
         Property and equipment are stated at cost. Major renewals and
         betterments are capitalized, while maintenance and repairs that do not
         materially improve or extend the useful lives of the assets are charged
         to expense as incurred. Costs relating to the initial design and
         implementation of the Internet web page have been capitalized while the
         costs of web page maintenance are expensed as incurred. Assets are
         depreciated over their estimated useful lives using the straight-line
         method. The estimated useful lives are as follows:

         Office equipment and furniture                                5-7 years
         Automobile                                                      5 years
         Internet web page and software                                  3 years

         The Company records impairment losses on long-lived assets used in
         operations when events and circumstances indicate that the assets might
         be impaired and the undiscounted cash flows estimated to be generated
         by those assets are less than the carrying amounts of those assets.

     START-UP ACTIVITIES
         Costs associated with the organization and start-up activities of the
         Company are expensed as incurred.

     REVENUE RECOGNITION
         Mortgage origination revenues are recognized at loan closing.
         Advertising revenues from commercial advertisers are recognized ratably
         over the agreed upon advertising period. Advertising revenues from FSBO
         advertisers are recognized ratably over the agreed upon advertising
         period, unless the FSBO property is sold prior to the end of the agreed
         upon advertising period, at which time the revenue is recognized in
         full. Management believes the Company's revenue recognition policy is
         consistent with the Securities and Exchange Commission's Staff
         Accounting Bulletin No. 101 -- "Revenue Recognition in Financial
         Statements."

     INCOME TAXES
         Income taxes are estimated for the tax effects of transactions reported
         in the financial statements and consist of taxes currently due plus
         deferred taxes related primarily to differences between the financial
         reporting basis and income tax basis of assets and liabilities.
         Deferred tax assets and liabilities represent future tax consequences
         of those differences, which will either be taxable or deductible when
         the assets and liabilities are recovered or settled. Deferred taxes may
         also be recognized for operating losses that are available to offset
         future taxable income. Deferred taxes are adjusted for changes in tax
         laws and tax rates when those changes are enacted.


                                                                     (Continued)

                                       27
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, CONTINUED
-----------------------------------------------------------------------------

     INCOME TAXES, CONTINUED
         In assessing the realizability of deferred tax assets, management
         considers whether it is more likely than not that some portion or all
         of the deferred tax assets will be realized. The ultimate realization
         of deferred tax assets is dependent upon the generation of future
         taxable income during periods in which temporary differences become
         deductible. Management considers the reversal of any deferred tax
         liabilities, projected future taxable income and tax planning
         strategies in making this assessment. Valuation allowances are
         established, when necessary, to reduce deferred tax assets to the
         amount expected to be realized.

     BASIC NET LOSS PER COMMON SHARE
         Basic net loss per common share is computed by dividing the net loss by
         the weighted average number of common shares outstanding during the
         period. Diluted net loss per share is not presented because there were
         no potential common shares.

     RECENTLY ISSUED ACCOUNTING STANDARDS
         In June 2001, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill
         and Other Intangible Assets." SFAS No. 142 addresses how goodwill and
         other intangible assets should be accounted for at their acquisition
         (except for those acquired in a business combination) and after they
         have been initially recognized in the financial statements. The
         statement is effective for all fiscal years beginning after December
         15, 2001. The Company anticipates that the adoption of SFAS No. 142
         will not have a material impact on the Company's financial statements.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for
         Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supercedes
         prior pronouncements associated with impairment or disposal of
         long-lived assets and establishes methodologies for assessing
         impairment of long-lived assets, including assets to be disposed of by
         sale or other means. The statement is effective for all fiscal years
         beginning after December 15, 2001. Early adoption of this standard is
         encouraged. The Company adopted SFAS No. 144 in 2002 and it did not
         have a material impact on the Company's financial statements.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities." SFAS No. 146 supercedes
         prior pronouncements associated with accounting treatment for exit
         activities and establishes guidelines for the recognition of
         liabilities associated with an exit or disposal activity. The statement
         is effective for exit or disposal activities initiated after December
         31, 2002. The Company anticipates that the adoption of SFAS No. 146
         will not have a material impact on the Company's financial statements.

         Other accounting standards that have been issued or proposed by the
         Financial Accounting Standards Board that do not require adoption until
         a future date are not expected to have a material impact on the
         consolidated financial statements upon adoption.

                                       28
<PAGE>

NOTE 2 - PROPERTY AND EQUIPMENT
-------------------------------

     Property and equipment consist of the following at September 30:

                                                      2002            2001
                                                  --------------  --------------

         Internet web page and software           $      36,650   $      36,650
         Office equipment and furniture                  21,206          19,446
                                                  --------------  --------------

                                                         57,856          56,096
               Less accumulated depreciation            (43,909)        (28,405)
                                                  --------------  --------------

                                                  $      13,947   $      27,691
                                                  ==============  ==============


NOTE 3 - SHORT-TERM NOTES PAYABLE
---------------------------------

     Short-term notes payable consist of the following at September 30:

                                                      2002            2001
                                                  --------------  --------------

         A short-term note payable to a financial
         institution with a current maturity of
         December, 2002. Interest only payments are
         due monthly at prime plus 1.0% (5.75% on
         September 30, 2002). The note is guaranteed
         and is secured by the primary residence of
         the Company's president who is also a
         significant stockholder.                 $      20,448   $      20,200
                                                  ==============  ==============


NOTE 4 - LONG-TERM DEBT
-----------------------

     Long-term debt consists of the following at September 30:

                                                      2002            2001
                                                  --------------  --------------

         A note payable for office equipment, payable
         in monthly installments of principal and
         interest of $182, maturing in February,
         2002. Interest is calculated at 4.0% per
         annum.                                   $        -      $       1,225

               Less current maturities of
               long-term debt                              -             (1,225)
                                                  --------------  --------------

                                                  $        -      $        -
                                                  ==============  ==============

                                       29
<PAGE>

NOTE 5 - INCOME TAXES
---------------------

     The tax effects of temporary differences that give rise to deferred taxes
are as follows at September 30:

                                                      2002            2001
                                                  --------------  --------------
         Deferred tax assets:
               Net operating loss carryforwards   $     338,902   $     240,886
               Accrued wages                             17,149          11,470
               Intangible assets                          7,179           7,979
                                                  --------------  --------------

                                                        363,230         260,335
         Deferred tax liabilities:
               Property and equipment                    (1,017)           (909)
                                                  --------------  --------------

                   Net deferred tax assets              362,213         259,426
                   Valuation allowance                 (362,213)       (259,426)
                                                  --------------  --------------

                                                  $        -      $        -
                                                  ==============  ==============


     The Company has net operating loss carryforwards totaling $1,148,821 that
expire in 2018 through 2022.

     The provision (benefit) for income taxes is as follows for the years ended
September 30:

                                                      2002            2001
                                                  --------------  --------------

               Deferred income tax benefit        $    (102,787)  $    (101,704)
               Change in valuation allowance            102,787         101,704
                                                  --------------  --------------

                                                  $        -      $        -
                                                  ==============  ==============

     There were no income taxes due or receivable from the current year's
operations, and the Company's reported provision for income taxes differs from
the amount computed by applying statutory tax rates to loss before income taxes
due to the differences in amounts recorded for income tax purposes and financial
reporting purposes. The principal differences relate to expense items or
portions of items not deductible, such as meals and entertainment.


NOTE 6 - OPERATING LEASE COMMITMENTS
------------------------------------

     The Company leases office space for $2,000 per month on a lease agreement
expiring in September 2003 (See Note 11 - Subsequent Events).

     The Company also leases certain office equipment for $232 per month under a
three year lease agreement that will expire in April 2004.


                                       30
<PAGE>

NOTE 7 - NON-CASH TRANSACTIONS
------------------------------

     During the years ended September 30, 2002, 2001, and 2000, the Company
issued shares of common stock in exchange for services and as repayment for
accounts payable and for cash advances from significant shareholders. The
non-cash transactions involving stock are summarized in the consolidated
statement of changes in stockholders' equity (deficit). The transactions are
recorded based on management's estimate of the fair value received or an
estimated value of the shares exchanged.


NOTE 8 - SEGMENT INFORMATION
----------------------------

     The Company provided services through two industry segments during the
years ended September 30, 2002, 2001 and 2000. The Company's advertising
segment, Homes, provides advertising services for FSBO real estate and for
businesses. The Company's mortgage segment, Direct, provides mortgage services
to individuals and small business as a mortgage broker (See Note 11 - Subsequent
Events). The basis for identifying and measuring the results of the segment
activities is consistent within the periods presented.

     The accompanying financial statements include the following business
segment information for the years ended September 30:

<TABLE>
<CAPTION>
                                                                        2002            2001             2000
                                                                   --------------  --------------  --------------

         <S>                                                       <C>             <C>             <C>
         REVENUES:
               Mortgage                                            $     114,598   $      17,670   $      35,161
               Advertising                                                51,456          48,149          26,164
                                                                   --------------  --------------  --------------

                                                                   $     166,054   $      65,819   $      61,325
                                                                   ==============  ==============  ==============

         OPERATING LOSS:
               Mortgage                                            $     147,236   $     132,131   $     170,710
               Advertising                                               194,656         149,464         221,336
                                                                   --------------  --------------  --------------

                                                                   $     341,892   $     281,595   $     392,046
                                                                   ==============  ==============  ==============

         DEPRECIATION:
               Mortgage                                            $       2,091   $       2,114   $       2,057
               Advertising                                                13,414          13,389          10,014
                                                                   --------------  --------------  --------------

                                                                   $      15,505   $      15,503   $      12,071
                                                                   ==============  ==============  ==============

         PURCHASE OF PROPERTY AND EQUIPMENT:
               Mortgage                                            $        -      $        -      $       1,559
               Advertising                                                 1,761           2,313          45,557
                                                                   --------------  --------------  --------------

                                                                   $       1,761   $       2,313   $      47,116
                                                                   ==============  ==============  ==============

                                                                                                      (Continued)

                                       31
<PAGE>

NOTE 8 - SEGMENT INFORMATION, CONTINUED
---------------------------------------

         PROPERTY AND EQUIPMENT - NET:
               Mortgage                                            $       5,883   $       7,974   $      10,458
               Advertising                                                 8,064          19,717          35,543
                                                                   --------------  --------------  --------------

                                                                   $      13,947   $      27,691   $      46,001
                                                                   ==============  ==============  ==============
</TABLE>


NOTE 9 - RELATED PARTY TRANSACTIONS
-----------------------------------

     The Company receives legal counsel through a firm that is related to the
Company through common ownership (aggregate ownership by the firm and one of its
partners of 9.6% of the Company's outstanding stock at September 30, 2002).
Legal fees incurred from this related party approximated $129,500, $82,800, and
$63,000 in the years ended September 30, 2002, 2001, and 2000, respectively.
Additionally, the Company's accounts payable include $202,276, $86,780, and
$33,489 at September 30, 2002, 2001, and 2000, respectively, for legal services
received from this related party.


NOTE 10 - UNSUCCESSFUL BUSINESS COMBINATION COSTS
-------------------------------------------------

     During 2001, the Company entered into negotiations for a business
combination with Connectivity, Inc. and Econo-Comm, Inc., two closely-held
Florida corporations. In conjunction with the negotiations, the Company
contracted with various professionals to perform due diligence, to audit the
financial statements of Connectivity, Inc. and to draft the various contracts
for the proposed business combination(s). The Company was unsuccessful in
reaching an agreement on the terms of the business combination(s) and the
proposed business combination(s) were not consummated. The costs incurred
through September 30, 2002 and 2001 on the proposed business combination(s) are
reported as other expense in the statement of operations and consist of the
following costs:

<TABLE>
<CAPTION>
                                                  2002            2001            TOTAL
                                             ---------------  --------------  ---------------
               <S>                           <C>              <C>             <C>
               Legal fees                    $       8,406    $      37,102   $      45,508
               Accounting fees                       9,698            6,345          16,043
               Other professional fees               9,000            9,000          18,000
               Other                                     -            4,700           4,700
                                             ---------------    ------------  ---------------

                                             $      27,104    $      57,147   $      84,251
                                             ===============  ==============  ===============
</TABLE>

NOTE 11 - SUBSEQUENT EVENTS
---------------------------

     On November 25, 2002, the Company sold substantially all of the assets and
the name, Direct Lending, of its wholly owned subsidiary, Direct Lending, Inc.,
to Stuckey Enterprises, Inc. ("Stuckey") for $20,000. A gain of approximately
$17,400 will be recognized on the sale in 2003. Proceeds from the sale of $5,000
were received at closing with the remaining $15,000 receivable over three years
at 10% interest per annum. Under SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets," the aforementioned assets of Direct did not meet
the criteria to be classified as available for sale as of September 30, 2002,
and, therefore, the results of Direct's operations were not reported as
discontinued operations in the Company's financial statements.

                                                                     (Continued)

                                       32
<PAGE>

NOTE 11 - SUBSEQUENT EVENTS, CONTINUED
--------------------------------------

     Pursuant to the Direct Lending sale on November 25, 2002, the Company's
monthly operating lease commitment was reduced from $2,000 to $800. The
reduction is the result of Stuckey occupying space that was previously leased by
the Company. The Company's obligations under the original lease agreement were
terminated and the Company entered into a new lease agreement.

     On December 12, 2002, MA&N, LLC ("MA&N") a Nevada limited liability
company, acquired 4,647,626 shares of the Company's common stock, representing
51% of the total of 8,685,164 shares outstanding following such acquisition plus
427,828 shares issuable (294,341 pursuant to options to be granted and 133,487
in settlement of loans to the Company), for a total of 9,112,992 shares.
Consideration given to the Company in exchange for the 51% ownership interest
included certain wireless web service assets, an agreement to provide certain
professional and management services to the Company and cash. Management
believes the transaction with MA&N is consistent with its efforts to raise
additional capital and believes that the resources of MA&N will be sufficient
and available to fund its operations over the 2003 year.

                                       33
<PAGE>

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

There were no changes in or disagreements with accountant on accounting and
financial disclosure.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT. EXECUTIVE OFFICERS AND DIRECTORS

         The executive officers and directors of RWireless are as follows:

<TABLE>
<CAPTION>
                 Name                   Age                          Position
                 ----                   ---                          --------
       <S>                              <C>             <C>
            Mark S. Neuhaus             48              Chairman of the Board of Directors
                                                                   and President
                                                             (Chief Executive Officer)

              Ned Baramov               29                      Secretary-Treasurer
                                                             (Chief Financial Officer)

         Nicole Bloom Neuhaus           31                           Director

           Robert S. Wilson             80                           Director
</TABLE>

         The terms of each of the directors expires at the next annual meeting
of the stockholders, the date for which has not been set by the Board of
Directors. The officers serve at the pleasure of the Board of Directors.

         Robert Wilson, a former director, resigned on April 30, 2003. Mr.
Wilson did not receive any compensation as a director, for the period October 1,
2002 - April 30, 2003.

         Nicole Bloom Neuhaus, a former director, resigned on November 4, 2003.
Mrs. Neuhaus did not receive any compensation as a director, for the period
October 1, 2002 - November 4, 2003.

         Bryce N. Batzer, a former director, was killed in an automobile
accident on December 15, 2002. No arrangements have been made to fill the
vacancy created by his death or otherwise or for any other person to become a
director of RWireless. All directors hold office until the next annual meeting
of shareholders and until their successors have been duly elected and qualified.
Directors will be elected at the annual meetings to serve for one-year terms.
The Company does not know of any agreements with respect to the election of
directors. The Company has not compensated its directors for service on the
Board of Directors of RWireless or any of its subsidiaries or any committee
thereof. Any non-employee director of RWireless or its subsidiaries is
reimbursed for expenses incurred for attendance at meetings of the Board of
Directors and any committee of the Board of Directors, although no such
committee has been established. Each executive officer of RWireless is appointed
by and serves at the discretion of the Board of Directors.

         None of the officers or directors of RWireless is currently an officer
or director of a company required to file reports with the Securities and
Exchange Commission, other than RWireless.

                                       34
<PAGE>

         The business experience of each of the persons listed above during the
past five years is as follows:

         Mark S. Neuhaus has been the founder of several startup companies,
including Solar Electric Engineering in 1997, which later became US Electric
Car. Mr. Neuhaus was one of the founding shareholders of Interactive Motorsports
and Entertainment. Mr. Neuhaus manages several funds which specialize in
financing small cap public companies, owned by himself and his wife, Nicole
Bloom Neuhaus, a former director of RWireless, which has been his principal
occupation since 1995. MA&N, which acquired a controlling interest in RWireless
on December 12, 2002, is jointly owned by Mr. and Mrs. Neuhaus.

         Ned Baramov currently (and has since mid 2002) works at a privately
held hedge fund in New-York-City which specializes in small-cap and penny stocks
and which is owned by Mark S. Neuhaus, director of RWireless who also owns MA&N
which controls the Company. Mr. Baramov will continue at his position with the
hedge fund while he serves as Secretary Treasurer of RWireless. From 2000 until
2002 he was enrolled in the Fuqua School of Business at Duke University, from
which he received his MBA. Mr. Baramov spent the previous two years in the
Bulgarian Ministry of Industry, working as a senior associate in the
Privatization Department, helping attract foreign investors, and assisting in
selling state-owned companies.

         Robert S. Wilson was Chairman of the Board and Chief Executive Officer
of RWireless since its incorporation in July 2000 until December 12, 2002, has
been a director and Chairman of the Board of Directors of Direct since September
30, 1998, becoming Chief Executive Officer on July 31, 2000 following the
resignation of the then President of Direct, and has been Chairman of the Board
and Chief Executive Officer of Homes from April 22, 2000, having been the sole
director of Homes from its incorporation in December 1999. Mr. Wilson has
submitted resignations from all his positions with the Company, which the
Company may act upon in its discretion. Mr. Wilson was Chairman of Apple Homes
Corporation, the former parent of Direct, from 1993 until his resignation on
June 30, 1999. Prior thereto, he was, for many years, a stockbroker.

         Nicole Bloom Neuhaus has been engaged in sales and marketing endeavors
for over 6 years and has been the lead negotiator in several acquisitions. Mrs.
Neuhaus is co-owner of MA&N, the controlling entity of RWireless, with her
husband, Mark S. Neuhaus, who is Chairman of the Board and President (Chief
Executive Officer) of RWireless. Mrs. Neuhaus has studied throughout Europe and
the United States and is multi-lingual, speaking 3 languages fluently.

         Robert S. Wilson may be deemed to be a promoter of the Corporation. See
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - PROMOTER AND
CONTROLLING PERSONS. Robert S. Wilson and Bryce N. Batzer may have been deemed
the controlling persons of the Company in view of their positions as directors
and the largest shareholders of the Company, until the control of the Company
was changed on December 12, 2002. Thereafter, MA&N, which holds a majority of
the outstanding RWireless Common Stock, and Mark S. Neuhaus, a director and
jointly with Nicole Bloom Neuhaus, owner of MA&N, may be deemed the controlling
persons of the Company, along with the other director, Ned Baramov.

                                       35
<PAGE>

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

         Based solely upon a review of Forms 3 and 4 (there have been no
amendments) furnished to the Company during the year ended September 30, 2002
(no Forms 5 having been furnished with respect to such year) and written
representation furnished to the Company as provided in paragraph (b)(2)(i) of
Item 405 of Form 10-KSB, there are no persons who need to be identified under
this Item as having failed to file on a timely basis reports required by Section
16(a) of the Securities Exchange Act of 1934 during the most recent fiscal year.
In determining the timeliness of filing, a Form 3 received from Jeremy Collins,
a former officer and director, was received by the Company within 3 days of its
required filing date, so that Mr. Collin's Form 3 was deemed to be timely filed
under Item 405 of Regulations S-B under the Securities and Exchange Act of 1934.

ITEM 10. EXECUTIVE COMPENSATION.

         On December 12, 2002, the issuance of 5 year options to purchase 294
341 shares of RWireless Common Stock at $0.01 per share to Robert Wilson, then
Chairman and Chief Executive Officer of the Company was authorized in lieu of
$54,000 in compensation during calendar 2001, $8,000 in indebtedness of the
Company and an additional $10,000 in advances to the Company together with any
interest on any of these amounts for a total of $73,585. The options have not
yet been issued. Mr. Wilson was an accredited investor. The sale was exempt
pursuant to Section 4 (2) of the Securities Act of 1933.

         On January 15, 2003, the Company's Board of Directors decided that
3,000,000 shares and 1,500,000 shares of the Company's Common Stock be issued
and registered under an S-8 Registration Statement of the 1933 Securities Act,
for the yearly compensation of Mark Neuhaus, Chief Executive Officer, and Ned
Baramov, Secretary/Treasurer respectively. The basis per share used in the
estimation of salary expense for the two executives was $0.05, management's
estimate of the fair value, which estimate considered the stock price on January
15, 2003, and a discount which reflects the restricted status of the newly
registered shares. Mark Neuhaus also received a salary of $25,000 per month,
which the Company will pay when cash flow is sufficient, according to employment
agreement signed on January 15, 2003. On December 23, 2003, the Company's Board
unanimously resolved to rescind Mr. Neuhaus' salary, reducing salary expenses
through December 31, 2003 by $300,000.

         The following table sets forth all compensation paid by the Company for
services rendered to the Company for the fiscal years ended September 30, 2003,
2002, 2001 and 2000 to the persons indicated.

<TABLE>
<CAPTION>
                                                            Summary Compensation Table

                                                     Fiscal                                                     All Other
           Name and Principal Position                Year    Cash Compensation     Stock Compensation        Compensation
           ---------------------------                ----    -----------------     ------------------        ------------
         <S>                                          <C>           <C>                <C>                        <C>
                   Mark Neuhaus                       2003           $-0-              $150,000(1)                $-0-
               Chairman and C.E.O.
                R Wireless, Inc..

                   Ned Baramov                        2003           $-0-               $75,000(2)                $-0-
         Secretary - Treasurer and C.F.O.
                 R Wireless, Inc.

                 Robert S. Wilson                     2003           $-0-                  $-0-                   $-0-
            Former Chairman and C.E.O.                2002          $4,977              $13,016(3)                $-0-
               HOM Corporation (4)                    2001          $9,954              $26,046(3)                $-0-
                                                      2000          $5,192                 $-0-                   $-0-

</TABLE>

                                       36
<PAGE>

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

(1) On January 15, 2003, the Company's Board of Directors decided that 3,000,000
shares RWireless's Common Stock be issued and registered under an S-8
Registration Statement of the 1933 Securities Act, for the yearly compensation
of Mark Neuhaus, Chief Executive Officer. The basis per share used in the
estimation of salary expense was $0.05, management's estimate of the fair value,
which estimate considered the stock price on January 15, 2003, and a discount
which reflects the restricted status of the newly registered shares.

(2) On January 15, 2003, the Company's Board of Directors decided that 1,500,000
shares RWireless's Common Stock be issued and registered under an S-8
Registration Statement of the 1933 Securities Act, for the yearly compensation
of Ned Baramov, Secretary - Treasurer. The basis per share used in the
estimation of salary expense was $0.05, management's estimate of the fair value,
which estimate considered the stock price on January 15, 2003, and a discount
which reflects the restricted status of the newly registered shares.

(3) Mr. Wilson had agreed to accept shares of RWireless common stock for his
salary through December 31, 2001, of which $36,000 was earned during fiscal 2001
and $18,000 was earned during fiscal 2002. On December 12, 2002, Mr. Wilson
agreed to accept options to purchase 294,341 shares of RWireless common stock in
lieu of obligations for compensation and funds loaned to, or advanced on behalf
of, the Company. Such options have not been issued.

(4) Robert S. Wilson has been Chairman and Chief Executive Officer of RWireless
since its Consent of Directors of R Wireless, Inc. in lieu of a first meeting of
directors, effective June 16, 2000, until December 12, 2002. RWireless became
the investor owned company, with Direct as a subsidiary, when Direct merged with
a subsidiary of RWireless effective July 5, 2000. Robert Wilson resigned as
Director of R Wireless, Inc. on April 30, 2003.

         The preceding table does not include any amounts for noncash
compensation, including personal benefits, paid to Mr. Wilson, the Company's
Chief Executive Officer during the periods covered herein. The Company believes
that the value of such noncash benefits and compensation paid during the periods
presented did not exceed the lesser of $50,000 or 10% of the cash compensation
reported for them.

EMPLOYMENT AGREEMENTS

         On January 15, 2003, the Company's Board of Directors agreed on the
compensation for the year 2003 for Mark Neuhaus, Ned Baramov, and Donald
Rizzuto. It was resolved that a total of 6,000,000 shares of the Company's
common stock be issued, and registered under an S-8 Registration Statement of
the 1933 Securities Act. According to employment agreement from January 15,
2003, between the Company and Mark Neuhaus, the latter received 3,000,000 shares
of R Wireless common stock, as a Chairman and Chief Executive Officer of the
Company. A similar employment agreement, from January 15, 2003, between the
Company and Ned Baramov, set the 2003 compensation for the latter, as
Secretary/Treasurer of the Company, to 1,500,000 shares of R Wireless common
stock.

         On Januray 15, 2003 Donald Rizzuto signed a retainer agreement,
according to which he received 1,500,000 shares of RWireless common stock, as a
legal counsel of the Company.

                                       37
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth information, to the best of the
Company's knowledge, as of February 4, 2004 with respect to each person known by
the Company to own beneficially (as such term is defined in Item 403 of
Regulation S-B under the Securities Exchange Act of 1934) more than 5% of the
outstanding RWireless common stock, each director, each executive officer and
all directors and officers as a group.

<TABLE>
<CAPTION>
                                                        Amount and Nature of
    Name and Address of Beneficial Owner (1)            Beneficial Ownership              Percent of Class (2)
    ---------------------------------------             --------------------              --------------------
<S>                                                         <C>                                  <C>
Mark S. Neuhaus(a)                                          7,662,626(3)                         49.7%
P.O. Box 5629
Ketchum, ID 83340

Ned Baramov(a)                                               1,500,000                            9.7%
2025 Broadway, 23F
New York, NY 10023

Nicole Bloom Neuhaus                                        4,647,626(4)                         30.1%
P.O. Box 5629
Ketchum, ID 83340

MA&N LLC                                                     4,647,626                           30.1%

All directors and executive officers as a group              9,162,626                           59.4%

</TABLE>

----------

         (a) Director and executive officer
         (b) Director

(1) Unless otherwise indicated in the footnotes below, the Company has been
advised that each person above has sole investment and voting power over the
shares indicated above.

(2) Based upon 15,418,651 shares of common stock outstanding as of February 4,
2004.

(3) Represents shares held by MA&N (4,647,626), shares received as compensation
for 2003 (3,000,000), and shares acquired in the open market (15,000). Mr.
Neuhaus has a 50% equity interest in MA&N and his wife, Nicole Bloom Neuhaus,
also has a 50% equity interest. Mr. Neuhaus disclaims any beneficial interest in
the 2,323,813 shares allocable to his wife's beneficial interest.

(4) Represents shares held by MA&N in which Mrs. Neuhaus has a 50% equity
interest and her husband, Mark S. Neuhaus, also has a 50% equity interest. Mrs.
Neuhaus disclaims any beneficial interest in the 2,323,813 shares allocable to
her husband's beneficial interest.


                                       38
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

PARTICULAR TRANSACTIONS

         There have been no transactions during the last two years between the
Company and any officer, director, nominee for election as director, or any
shareholder owning more than 5% of the Company's outstanding shares, or any
member of any such individual's immediate family, as to which the amount
involved in the transaction or a series of similar transactions exceeded
$60,000, except as set forth below.

FISCAL YEAR ENDED SEPTEMBER 30, 2002

         On October 27, 2002, Bryce N. Batzer, a director of RWireless, loaned
$19,000 to the Company. In late November and early December 2001, Judith C.
Wilson, the wife of Robert S. Wilson, Chairman and CEO of RWireless, transferred
to a brokerage account of Homes marketable securities that were sold forthwith
upon transfer for aggregate net proceeds of $34,657, resulting in an advance to
the Company by Mrs. Wilson in that amount. Mrs. Wilson has been reimbursed
$11,000 of such amount, leaving $23,657. Both the loan by Mr. Batzer and the
advance by Mrs. Wilson were on a demand basis, Mr. Wilson's loan was evidenced
by a note bearing interest at 12% per annum.

         On January 9, 2002, the Company authorized the issuance of RWireless
common stock upon conversion of loans by David R. Baker, a partner of Baker,
Johnston & Wilson, counsel to the Company, and Bryce N. Batzer, a director of
RWireless, including the unpaid interest on such loans to January 9, 2002, and
advances by Judith C. Wilson, wife of Robert S. Wilson, a director of RWireless,
to the Company, on the basis of $.25 per share

         To limit his ownership in the Company to meet guidelines set by the
professional liability insurers of his firm, Mr. Baker's loans were not to be
converted to the extent and so long as such conversion would cause his
beneficial ownership of RWireless common stock, including RWireless common stock
owned by his law firm, to exceed 9.9% of the outstanding shares of RWireless
common stock.

As a result of such authorization, the following shares of RWireless common
stock have been issued:

         (a) 178,682 shares to Bryce N. Batzer in conversion of his $43,000 in
loans to the Company and $1,670interest thereon to January 9, 2002, or a total
of $44,670, and

         (b) 94,627 shares to Judith C. Wilson in conversion of her $23,657 in
net advances to the Company.

         (c) 47,206 shares to David R. Baker in conversion of interest to
January 9, 2002 of $1,386 on his $30,000 principal amount of loans to the
Company, and $10,416 principal amount, or a total of $11,802, leaving a
remaining unpaid principal amount of Mr. Baker's loans to the Company of $19,584
with interest thereon of 12% payable from January 9, 2002, which was agreed to
be converted when and to the extent such conversion would not cause Mr. Bakers
beneficial ownership of RWireless common stock to exceed 9.9% of the total
RWireless common stock outstanding.

         Through December 31, 2001, the Company accrued $54,000 of salary for
Robert S. Wilson, Chairman and CEO of RWireless. Mr. Wilson had indicated his
willingness to accept RWireless common stock on the basis of $.25 a share in
payment of his salary, after deduction of withholding of income and FICA taxes,
such stock to be issued to him not later than June 30, 2002, and on January 9,


                                       39
<PAGE>

2002, the Company authorized such issuance. The Company and Mr. Wilson
subsequently agreed to extend that deadline to December 31, 2003. estimated that
such withholding payments would be $14,931 and that Mr. Wilson, therefore, would
be granted 156,276 shares in payment of the remaining $39,069 of his salary.

         On June 27, 2002, 41,600 shares of RWireless common stock were issued
to Robert S. Wilson, Chairman and Chief Executive Officer of RWireless, at $.25
a share pursuant to a previous arrangement for the satisfaction of loans to
RWireless of $8,000 on February 13, 2002 and $2,000 on February 21, 2002, plus
interest to the date of authorizing satisfaction of $400, for a total of
$10,400.


FISCAL YEAR ENDED SEPTEMBER 30, 2002

         On January 15, 2003, the Company's Board of Directors agreed on the
compensation for the year 2003 for Mark Neuhaus, Ned Baramov, and Donald
Rizzuto. It was resolved that a total of 6,000,000 shares of the Company's
common stock be issued, and registered under an S-8 Registration Statement of
the 1933 Securities Act. According to employment agreement from January 15,
2003, between the Company and Mark Neuhaus, the latter received 3,000,000 shares
of R Wireless common stock, as a Chairman and Chief Executive Officer of the
Company. A similar employment agreement, from January 15, 2003, between the
Company and Ned Baramov, set the 2003 compensation for the latter, as
Secretary/Treasurer of the Company, to 1,500,000 shares of R Wireless common
stock.

         On Januray 15, 2003 Donald Rizzuto signed a retainer agreement,
according to which he received 1,500,000 shares of RWireless common stock, as a
legal counsel of the Company.

            The basis per share used in the estimation of salary and
professional expenses was $0.05, management's estimate of the fair value, which
estimate considered the stock price on January 15, 2003, and a discount which
reflects the restricted status of the newly registered shares.


PROMOTER AND CONTROLLING PERSONS

         Robert S. Wilson may be deemed to be a promoter of the Company in view
of his role in arranging the spin off of one share of the common stock of Direct
for each 10 shares of common stock of Apple Homes, Inc. Mr. Wilson received no
compensation or other payments related thereto, although, as a shareholder of
Apple Homes, Inc., he received 19,414, and members of his immediate family
received 5,390, shares of the common stock of Direct. MA&N may be deemed a
parent of RWireless in view of its ownership of 51% of the outstanding RWireless
common stock.

         MA&N, through its majority ownership of the outstanding RWireless
common stock, and Mark S. Neuhaus and Nicole Bloom Neuhaus as the owners of MA&N
and directors of RWireless (Mr. Neuhaus is the Chairman and President (Chief
Executive Officer) of RWireless) may be deemed the controlling persons of
RWireless, along with Ned Baramov, a director and Secretary-Treasurer of
RWireless.

                                       40
<PAGE>

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

EXHIBITS

The following exhibits are filed with this Registration Statement:


Exhibit No.             Exhibit Name
-----------             ------------

2.1               Stock Acquisition Agreement for 51% of the outstanding and
                  issuable Common Stock of RWireless Corporation dated December
                  12, 2002 by and between MA&N LLC and RWireless Corporation
                  (Exhibit B omitted, to be furnished upon request of the
                  Commission) (1)
2.2               Sale of Assets Agreement dated November 15, 2002 by and
                  between RWireless Corporation and Stuckey Enterprises (list of
                  assets omitted, to be furnished upon request of the
                  Commission) (1)
3.1               Articles of Incorporation of RWireless Corporation (2)
3.2               By-Laws of RWireless Corporation (1)
3.3               By-Laws of RWireless Corporation as adopted December 12, 2002
4.                Instrument defining rights of holders (See Exhibit No. 3.1,
                  Articles of Incorporation - Article Four)
10.1              Agreement with B. Michael Pisani (2)
10.3              Agreement dated June 22, 2001 between Howard Bronson and
                  RWireless Corporation (3)
21.1              List of Subsidiaries of RWireless Corporation (2)
99.5              Consent of Elliott Davis, L.L.C.

(1) Incorporated by reference to the exhibit as filed with Form 8K of RWireless,
Inc., with Securities and Exchange Commission filing date of December 27, 2002.

(2) Incorporated by reference to the exhibit as filed with Form 10-SB of
RWireless, Inc., with Securities and Exchange Commission filing date of February
9, 2001.

(3) Incorporated by reference to the exhibit as filed with Form 10-SB/A2 of
RWireless Corporation, with Securities and Exchange Commission filing date of
August 31, 2001.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES
         The total audit fees paid by the Company for the fiscal year ended
September 30, 2002 were $39,418. The audit fees paid by the Company for the
fiscal year ended September 30, 2001 were $19,600. There were no other audit
related paid during these periods.

TAX AND OTHER FEES
         The Company paid tax and other accounting-related fees amounting to
$2,512 and $2,881 for the fiscal years ended September 30, 2002 and September
30, 2001 respectively.

                                       41
<PAGE>

         As set forth herein, on December 12, 2002, there was a change of
control of the issuer. Mark S. Neuhaus was appointed Chairman of the Board and
President (Chief Executive Officer), and Ned Baramov was appointed
Secretary-Treasurer (Chief Financial Officer), of RWireless. They have learned
that, as of December 12, 2002, there were no formal controls or procedures that
were designed to ensure that information that is required to be disclosed by the
Company in the reports that it files or submits under the Securities and
Exchange Act of 1934, as amended ("Exchange Act") is recorded, processed,
summarized and reported within the time periods specified in the rules and
regulations of the Securities and Exchange Commission. See "disclosure controls
and procedures" as defined in Rule 13a-14(c) of the Exchange Act. Because of the
limited staff of the Company, the former Chairman of the Board and Chief
Executive Officer of the Company, Robert S. Wilson, was personally involved in
all significant transactions of the Company, so that he would have personal
knowledge of the matters as to which Messrs. Neuhaus and Baramov make
certification following the signatures to this annual report. Mr. Wilson has
been involved in the preparation and review of this annual report, including the
financial statements herein, and has certified the accuracy of the facts set
forth herein to the best of his knowledge.

         While the informal procedures heretofore may have been sufficient and
effective under prior circumstances, particularly in view of Mr. Wilson's
regular consultation with outside accountants and legal counsel, as the Company
increases in size and complexity, they will be inadequate. The Company,
therefore, is reviewing controls and other procedures appropriate to the
evolving situation of the Company to assure that the information required to be
disclosed by the Company in the reports it files under the Exchange Act is
timely disclosed and made available to the management of the Company and will
implement such controls and other procedures as necessary.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                R Wireless, Inc.
                                  (Registrant)

                             By /s/ Mark S. Neuhaus
        Mark S. Neuhaus, Chairman and President (Chief Executive Officer)
                             Date: February 17, 2004

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                               /s/ Mark S. Neuhaus
        Mark S. Neuhaus, Chairman and President (Chief Executive Officer)
                             Date: February 17, 2004

                                       42