<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

FORM  10-KSB

ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE  SECURITIES
EXCHANGE  ACT  OF  1934

     FOR  THE  FISCAL  YEAR  PERIOD  ENDED  SEPTEMBER  30,  2002

SECURITIES  AND  EXCHANGE  COMMISSION  FILE  NUMBER
000-26369

                        REALITY WIRELESS NETWORKS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



              NEVADA                            88-0422026
(STATE  OR  OTHER  JURISDICTION  OF          (I.R.S.  EMPLOYER
  INCORPORATION  OR  ORGANIZATION)       IDENTIFICATION  NUMBER)

                            120 W. CAMPBELL, SUITE E
                           CAMPBELL, CALIFORNIA 95008
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


                                 (408) 379-3822
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
            ---------------------------------------------------------



     Indicate  by  check  mark  whether the Registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was  required to file such reports) and (2) has been subject to such
requirements  for  the  past  90  days.

     YES  X     NO  ___

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of Regulation S-B in this form, and no disclosure will be contained, to the
best  of  the  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.  [  ]

     State  issuer's  revenues  for  its  most  recent  fiscal  year:  $182,409


     The  number  of  issued  and  outstanding  shares of the Registrants Common
Stock,  $0.001  par  value,  as  of  December  26,  2002,  was  5,042,504.

================================================================================


<PAGE>

     REALITY  WIRELESS  NETWORKS,  INC.


                                                                         PAGE
                                                                         ----

TABLE  OF  CONTENTS


Part  I

Item  1.  Description  of  Business                                         2

Item  2.  Description  of  Property                                         9

Item  3.  Legal  Proceedings                                               10

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders      10


Part  II

Item  5.  Market  for  Common  Equity  and  Related  Shareholder  Matters  10

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation 10

Item  7.  Financial  Statements                                            12

Item  8.  Changes  in  and  Disagreements  with  Accountants  on
          Accounting and Financial  Disclosure                             13

Part  III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance With  Section  16(a)  of  the  Exchange  Act         13

Item  10.  Executive  Compensation                                         15

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and
           Management                                                      15

Item  12.  Certain  Relationships  and  Related  Transactions              16

Item  13.  Exhibits  List  and  Reports  on  Form  8-K                     16

SIGNATURES                                                                 17



<PAGE>

Forward-looking  Statements

Certain  statements  in this Annual Report on Form 10-KSB, as well as statements
made by Reality Wireless Networks, Inc. ("Reality" or the "Company") in periodic
press  releases, oral statements made by the company's officials to analysts and
shareholders  in  the  course  of  presentations  about  the company, constitute
"forward-looking  statements"  within  the  meaning  of  the  Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown  risks,  uncertainties,  and  other  factors  that  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 the
forward  looking  statements.  Such  factors  include,  among  other things, (1)
general  economic  and  business  conditions; (2) interest rate changes; (3) the
relative  stability  of  the  debt  and  equity  markets;  (4)  competition; (5)
demographic  changes;  (6)  government  regulations;  (7)  required  accounting
changes;  and  (8)  other  factors  over which Reality has little or no control.

                                     PART I
ITEM  1.  Description  of  Business

The  Company  was  incorporated in the state of Nevada on March 17, 1999 and has
been  subject  to  the  reporting  requirements of the Exchange Act since August
1999.  From  the  Company's  inception  until September 4, 2001, the Company had
designed,  developed,  marketed,  and supported digital imaging software for the
dental  industry.  The  Company  designed  and  developed  its software products
specifically  for  the  use  of  dentists  with  a  user-friendly interface that
integrated  with  a variety of hardware image-capture devices, including digital
cameras,  intra-oral  cameras,  scanners  digital  x-ray  devices  and  video
microscopes.  Between  September  4,  2001  and  December  31,  2001 the company
effectively  had  no  business  operations.

Pursuant  to that certain Software Purchase Agreement effective July 3, 2001, by
and  between  the Company and Torchmark Holding Ltd., a Turks and Caicos Islands
corporation  ("Torchmark"),  the  Company  purchased  certain  image  archiving,
retrieval and enhancement software containing the source code and object code to
certain  of the Company's software products, including ImagExplorer, ImagEditor,
Whitener,  Simulator,  ImagExplorer  Pro,  ImagEditor  Pro, and Smile Library in
exchange  for  5,032,653  shares  of  common  stock  of  the  Company.

On  September  4,  2001,  pursuant  to the terms that certain Security Agreement
dated  July  3,  2001  by  and between the Company and Torchmark, the Company to
assigned  and  delivered to Torchmark substantially all of the Company's assets,
including  but  not  limited  to  the  Intellectual  Property,  and  any and all
certificates  of  title and other documents relating thereto.  The assignment to
Torchmark  effectively ended the Company's dental imaging software business, and
the  Company  search  for, explored and evaluated strategic alternatives for the
Company,  including,  but  not limited to, a merger, Purchase Agreement or other
comparable  transaction  with  a  company  seeking  to become listed on the NASD
Over-the-Counter  Electronic  Bulletin  Board  ("OTC BB"), the primary market on
which  the  Company's  common stock was then, and continues to be, traded.  As a
result  of  that  search,  exploration  and evaluation, on November 7, 2001, the
Company,  Reality  Networks and the Reality Networks Shareholders, among others,
entered  into  a  Share  Exchange  Agreement.

On  December  26, 2001, the Company filed with the SEC a Preliminary Information
Statement on Schedule 14C (the "Schedule 14C") as part of consummating the Share
Exchange Agreement.  On February 26, 2002, the Company submitted a notice to the
SEC  of  the  Company's  withdrawal  of  its  Schedule  14C.

Effective  March 5, 2002, pursuant to that certain Asset Purchase Agreement (the
"Purchase  Agreement")  by and between the Company and Reality Networks, Inc., a
Delaware  corporation  ("Reality Networks"), the Company purchased substantially
all  of the assets of Reality Networks for approximately 8,449,320 shares of the
Company's  common  stock,  $0.001  par value per share, resulting in a change in
control  of  the  Company.  The  assets  acquired  include,  among other things,
certain  contracts in progress, accounts receivable, equipment the net assets of
Reality  Networks'  wireless  Internet service provider business.  In connection
with  the acquisition of such assets, the Company assumed certain liabilities of
Reality  Networks, including but not limited to, obligations of Reality Networks
arising  out of the performance of contracts assumed by the Company on and after
the  closing,  liabilities  for  certain  unpaid  accounts payable and the other
liabilities  described in the Purchase Agreement.  Giving effect to the Purchase
Agreement,  the  shareholders  of  Reality  Networks  hold,  in  the  aggregate,
approximately  89%  of  the  Company's  issued  and  outstanding  common  stock.

                                        2
<PAGE>

In  connection  with  the  issuance  by  the  Company of 8,449,320 shares of the
Company's  common  stock,  the  Company  has  entered into a Registration Rights
Agreement  providing  for  certain  registration  and  other  obligations of the
Company.

The  Company's  common  stock  trades  on  the  OTC  BB  under the ticker symbol
"RWNT.OB"

THE  COMPANY  AFTER  THE  PURCHASE  AGREEMENT

The  Company's  Products  and  Services
---------------------------------------

The  Company  is  a  service  provider of fixed, wireless, high-speed, broadband
Internet  access  to  principally  residential  homes and small businesses.  The
Company  provides  this  service  as  an  alternative to digital subscriber line
("DSL")  or  cable  Internet  access  service.  The  Institute of Electrical and
Electronics  Engineers  ("IEEE")  "802.11a"  and "802.11b" radio frequencies, on
which  no  license  is  required  for  a  broadcaster,  such  as the Company, to
broadcast, is the medium by which the Company provides its service.  The Company
provides  its  service  primarily  in  geographical areas of northern California
where DSL and cable services are not available and intends to expand its service
to  geographical  areas  outside  of  northern  California.

The Company offers its service to its residential home customers with choices of
256k, 384k, 784k speeds, or a full trunk line telephone standard ("T-1") service
at  the  Internet access speed rate of 1.5Mbps.   The Company offers its service
to  its  small  business  customers,  but with additional, appropriate bandwidth
allocation  as  required for a particular network of users at a particular small
business  office.

How  the  Technology  The  Company  Uses  Works
-----------------------------------------------

The  Company  offers  its  Internet  access  service  via  wireless  networking
technologies  that  utilize  the  unlicensed 2.4 GHz ISM and 5 GHz UNII spectrum
bands.

The  Company  considers  interoperability  a  significant  factor  in choosing a
wireless  technology.  The  Company's primary service deployment uses components
that  comply  with  the IEEE 802.11a and IEEE 802.11b standards for the Company'
wireless networks.  All of the Company' wireless equipment uses the 802.11b DSSS
protocol  to  deliver  data  at  rates  that  approach  11  Mbps.

The  following diagram is a general illustration of how Reality Wireless deploys
the  IEEE  802.11a  and  IEEE  802.11b  standards:

                                                            Market 1
                                   ---------- nc---------------n
                                  |                            |
                                  |                            |
                                  |                     |--------------|
                                  |                     c    c    c    c
Reality Wireless                  |
Networks NOC                      |                         Market 2
        |----------- mnc-------Internet------ nc---------------n
        |                         |
---------------------             |                            |
|       |         |               |                            |
s       s         s               |                     |--------------|
                                  |                     c    c    c    c
                                  |
                                  |                          Market n
                                   ---------- nc---------------n
                                                               |
                                                               |
                                                        |--------------|
                                                        c    c    c    c
NOC-to-Market Network Architecture


     Notes:  Each market has its own dedicated backhaul solution from a provider
that  is  selected  when  the  market  is  opened.  The market networks have the
following  components:

                                        3
<PAGE>

N  -  Node:  A  node  for  a given market is the primary network broadcast
tower.  There  may  be  several subnodes (relays) in a given market network, but
never  more than one node.  A node consists of a backhaul Internet connection, a
broadcast  antenna  array  and  node  controller.

NC  -  Node  Controller:  A  node  controller  is  a  key server that allows for
management,  control  and  monitoring  of  a  particular node from the Company's
Network  Operations  Center  (NOC).

C  - Customer Premises Equipment (CPE): The CPE is the endpoint for the network.
Each  customer  has its Internet connectivity through its wireless connection to
the  node  (or one of the subnodes). This equipment can be monitored and managed
from the Company's NOC, which is the location for several key central components
to  the  Company's  service.

MNC  -  Master  Node  Controller: The master node controller is a central server
that  manages  and  monitors  a group of nodes via their node controllers.  This
server  allows  for  the  Company's central network management and customer care
staff  to  monitor  and  view  customer  and  node  connection  characteristics.

S  - Central Services: Central services are content and service oriented product
components  such  as  email,  domain  services  and  web  hosting.

The  Company  deploys its nodes in a tight point-to-multipoint architecture that
provides dense coverage of a target market.  This coverage density requires that
the  Company's  nodes  and subnodes reside within the target market and not on a
tower  outside that market.  The Company typically locates its primary node at a
point  that  has  a  line  of  site  to the community, and then deploys one-hop,
two-radio  relays at select customer locations to enhance coverage of the entire
market.

Current  and  Expected  Pricing  and  Anticipated  Competition
--------------------------------------------------------------

The  Company  offers  is Internet access service for a setup price of $299 and a
$70 monthly service fee, at a connection speed of 256 Kbps.  This is designed to
compete  favorably with similar products and provide a return on investment that
falls  within 12 months.  The Company believes that this product competes with a
national  average  of  approximately  $50  per  month  for  cable  service  and
approximately  $129  per  month  for IDSL, an enhanced type of DSL service.  The
Company  intends  that its target markets will be geographical areas where cable
and  DSL  services  are  not  available.

Anticipated  Sales  and  Marketing  Strategies
----------------------------------------------

The  Company  intends  to engage in the following marketing activities to market
and  sell  its  wireless  broadband  products:

-   Conduct  market  surveys  in  anticipated  key  traffic  areas.
-   Set  up  marketing  booths  at  community  centers  and  commerce  centers.
-   Form affiliations with homeowners associations, realty offices, and
     community organizations.
-   Distribute  flyers  and  door  hangers  to  residences  and  small
     businesses.
-   Conduct  direct  advertising  mail  campaigns.
-   Enter  into  resale  agreements  with  local  retail  outlets.
-   Advertise  in  community  newspapers  and at community activities and
    events.

New  Executive  Offices
-----------------------

In  connection  with  the  Purchase  Agreement,  the  Company  has relocated its
principal  executive  offices  from 4106 Factoria Blvd. SE, Suite 214, Bellevue,
Washington  98006  to 120 W. Campbell Ave., Suite E, Campbell, California 95008,
and  its  telephone  and  fax  numbers  have changed to (408) 379-3822 and (408)
516-9315,  respectively.

Bankruptcy  or  Receivership

The  Company  has  never  initiated  or been the subject of any action under the
United  States  Bankruptcy  Code  or any receivership or any similar proceeding.


                                        4
<PAGE>

Employees

As  of  December  27,  2002,  the  Company  employed 5 full-time employees and 2
part-time  employee.  Our  success  will  depend in large part on our ability to
attract and retain skilled and experienced employees.  None of our employees are
covered  by a collective bargaining agreement, and we believe that our relations
with  our  employees  are  good.  We  do  not  currently  have  any key man life
insurance  on  any  of  our  directors  or  executive  officers.

RISK  FACTORS

You  should  carefully  consider  the  risks  described  below  as well as other
information provided to you in this information statement, including information
in  the  section  of this information statement entitled "Special Note Regarding
Forward-Looking  Statements."  The  risks  and uncertainties described below are
not  the  only  ones facing the Company.  Additional risks and uncertainties not
presently  known  to  the  Company  or  that  the Company currently believes are
immaterial  may  also  impair  the  Company's  independent  or combined business
operations.  If  any  of  the  following  risks  actually  occur,  the Company's
businesses,  financial  condition  or  results of operations could be materially
adversely  affected,  the value of the Company's common stock could decline, and
you  may  lose  all  or  part  of  your  investment.

OUR  BUSINESS IS DIFFICULT TO EVALUATE BECAUSE OUR OPERATING HISTORY IS LIMITED.

The  Company  has  an  extremely limited operating history and has only recently
purchased assets related to its current business. The Company will be vulnerable
to  a variety of business risks generally associated with young, rapidly growing
companies,  such as an uncertain ability to execute its business plan and manage
growth  and  expansion,  the possible need for substantial additional financing,
uncertainty  of  market acceptance, dependence on key personnel and considerable
competition. Consequently the Company's prospects must be considered in light of
the  risks,  expenses  and  difficulties  frequently encountered by companies in
their  early  stages  of  development, particularly companies in new and rapidly
evolving  markets  such  as those in which the Company intends to compete. These
risks  also  include  evolving  and unpredictable business models, the Company's
ability  to  anticipate  and adapt to developing markets, acceptance by wireless
broadband  and  other  users,  consumers and business customers of the Company's
services  and  the  ability  of  the  Company  to establish relationships with a
sufficient  number  of  business  partners.  To address these risks, the Company
must, among other things, attract and retain a sufficient number of users of its
services,  maintain  its  business  customer  base,  respond  to  competitive
developments,  continue  to  attract,  retain  and motivate qualified personnel,
provide  customer  service, and continue to develop and upgrade its technologies
and  commercialize its services incorporating such technologies. There can be no
assurance  that  the  Company will be successful in addressing such risks, and a
failure to do so could have a material adverse effect on the Company's business,
financial  condition  and  results of operation. As of December 27, 2002 Reality
had  217  accounts.

WE  HAVE  A  HISTORY  OF  LOSSES  AND  WE  EXPECT  FUTURE  LOSSES.

We  incurred  net losses of $2,221,724 for the year ended September 30, 2002. As
of September 30, 2002, we had an accumulated deficit of $1,853,488. We expect to
continue  to  incur net losses for the foreseeable future and negative cash flow
from  operations  through  at  least  September  2004.

We  expect  to  significantly  increase  our  operating  expenses as a result of
expanding  our  sales  and  marketing,  product  development  and administrative
operations  and  developing  new  strategic  relationships to promote our future
growth. As a result, we will need to generate significant revenues to meet these
increased expenses and to achieve profitability. If we do achieve profitability,
we  cannot  be  certain  that  we  can  sustain or increase profitability in the
future.

OUR  FUTURE  OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND REMAIN UNCERTAIN.

Our  operating  results are difficult to predict. Our future quarterly operating
results  may  fluctuate  significantly  and  may  not  meet  the expectations of
securities  analysts or investors. If this occurs, the price of our common stock
would likely decline, perhaps substantially. Factors that may cause fluctuations
of  our  operating  results  include  the  following:


                                        5
<PAGE>


-  the  level  of  market  acceptance  of  our  products  and  services;

-  delays  we  may  encounter  in  introducing  new  products  and  services;

-  competitive  developments;

-  demand  for  advertising  on  the  Internet;  and

-  changes  in  pricing  policies  and  resulting  margins.

The  volume and timing of orders are difficult to predict because the market for
our  products  is in its infancy and the sales cycle may vary substantially from
customer  to  customer. Currently, our customer contracts are only for a limited
period of time, which makes revenues in any quarter substantially dependent upon
contracts  entered  into  in  that  quarter. Moreover, our sales are expected to
fluctuate  due  to  seasonal  or  cyclical  marketing  campaigns.

OUR  SUCCESS DEPENDS UPON BROAD MARKET ACCEPTANCE OF WIRELESS BROADBAND SERVICES
AND  WE  ARE  UNCERTAIN IF OR WHEN SUCH MARKET ACCEPTANCE WILL OCCUR, IF AT ALL.

The market for the Company's wireless broadband services has only recently begun
to  develop,  is  rapidly  evolving and is characterized by a number of entrants
that  have  introduced  or  plan to introduce services that may compete with the
Company  in  some  manner. As is typical in the case of new and rapidly evolving
industries,  demand  and  market acceptance for recently introduced services are
subject  to  a  high level of uncertainty and risk. It is therefore difficult to
predict  the size and future growth rate, if any, of such a market. There can be
no  assurance  that  the  market for the Company's services will develop or that
demand  for  the  Company's  services  will  emerge  or  become  economically
sustainable.  The  success  of  the  Company  will  depend on the willingness of
consumers  to  purchase wireless broadband services and on the Company's ability
to significantly increase those service offerings. The Company's future revenues
and  any  future  profits  are  substantially  dependent  upon  the  widespread
acceptance  and use of wireless broadband as an effective medium of ISP services
by consumers. Rapid growth in the use of and interest in wireless broadband is a
recent  phenomenon,  and  there can be no assurance that acceptance and use will
continue  to  develop or that a sufficiently broad base of consumers will adopt,
and  continue to use, wireless broadband as a medium of ISP services. Demand for
wireless broadband services is subject to a high level of uncertainty, and there
are  relatively  few  proven  providers  of  such  services.  The development of
wireless  broadband  services as a viable commercial marketplace is subject to a
number  of  factors,  including  continued  growth  in  the  number  of wireless
broadband  users  and  users  of  such  services,  concerns about user security,
continued  development  of  the  necessary  technological infrastructure and the
development  of  complementary  services  and  products.  If  wireless broadband
services  do not become a viable commercial marketplace, the Company's business,
financial  condition and results of operations would be materially and adversely
affected.

OUR  SUCCESS  DEPENDS  UPON  BROAD  MARKET ACCEPTANCE OF THE COMPANY'S METHOD OF
DELIVERING  WIRELESS  BROADBAND  SERVICES  AND  WE ARE UNCERTAIN IF OR WHEN SUCH
MARKET  ACCEPTANCE  WILL  OCCUR,  IF  AT  ALL.

While  the  Company currently provides its Broadband Access to a limited market,
the  Network  Operating  Center ("NOC")-to-Market Architecture system with which
the Company intends to provide its Broadband Access has not been deployed in its
target  markets  as of the date of this Form 10-K. Consequently, there can be no
assurance  that  the  Company's engineering and technical design efforts will be
successful  in  completing  providing  Broadband  Access.  The  Company's future
success  will  depend  in  part  upon its ability to implement its NOC-to-Market
Architecture  system  to  provide  value  to  its target market. There can be no
assurance  that  the  Company  will  successfully  develop  or  commercialize
NOC-to-Market  Architecture  system  in  a  timely manner, or that NOC-to-Market
Architecture  system  will  achieve market acceptance. Any failure to design and
implement  a  working version of the Company's NOC-to-Market Architecture system
on  a  timely  basis and at a price acceptable to its target market could have a
material  adverse  effect  on  the  Company's  business,  operating  results and
financial  condition.

WE  WILL  NEED ADDITIONAL CAPITAL TO FUND OUR OPERATIONS AND WE MAY BE UNABLE TO
OBTAIN  SUCH  REQUIRED  CAPITAL.

                                        6
<PAGE>

The  Company believes that its existing capital resources, will be sufficient to
meet  its presently anticipated cash requirements through only January 2003.  No
assurance can be given that the Company will not be required to raise additional
financing  prior  to  such time. If and when additional funds are raised through
the  issuance  of equity securities, shareholders of the Company will experience
significant  dilution.  Furthermore,  there  can be no assurance that additional
financing  will  be  available  when needed or that if available, such financing
will  include  terms  favorable  to  the  Company  or  its shareholders. If such
financing  is  not  available  when  required  or is not available on acceptable
terms,  the  Company  may  be  unable  to  develop or enhance its services, take
advantage of business opportunities, respond to competitive pressures, or may be
unable to continue operations, any of which could have a material adverse effect
on  the  Company's  business,  financial  condition  and  results of operations.

COMPETITION  IN  THE MARKET FOR WIRELESS BROADBAND SERVICES IS INTENSE AND COULD
ADVERSELY  AFFECT  OUR  BUSINESS.

The  wireless  ISP markets targeted by the Company are intensely competitive and
subject  to  rapid change. Competitors vary in size and in the scope and breadth
of  the  products  and  services offered. The Company expects competition from a
number  of  sources, including, but not limited to, other wireless ISPs, such as
AT&T  Wireless  Broadband  and  Sprint, as well as established non-wireless ISPs
such  as  BCA  and  DSL  providers.  In addition, the Company expects additional
competition  from  other  established  and  emerging  companies  as the public's
acceptance  of  wireless  broadband  continues  to develop and expand. Increased
competition  may  result  in price reductions, reduced gross margins and loss of
market  share,  any  of  which  could  materially adversely affect the Company's
business,  operating  results  and  financial  condition.  Many of the Company's
current  and  potential  competitors  have  significantly  greater  financial,
marketing  or other resources than the Company. As a result, they may be able to
devote greater resources to the development and implementation of their services
than  the  Company.  In  addition,  current  and  potential  competitors  have
established  or may establish cooperative relationships among themselves or with
third  parties to increase the ability of their services to address the needs of
the  Company's  prospective  customers.  Accordingly,  it  is  possible that new
competitors  or  alliances  among  competitors  may  emerge  and rapidly acquire
significant  market  share.  There  can be no assurance that the Company will be
able  to  compete  successfully  against  current and future competitors or that
competitive  pressures faced by the Company will not materially adversely affect
its  business,  operating  results  and  financial  condition.

WE  MAY  EXPERIENCE  DIFFICULTIES  MANAGING  OUR  EXPECTED  GROWTH

Due  to the nature of the industry and the size of the potential interest in the
Company's  technologies, rapid growth in the scope of operations is anticipated.
This growth will require additional personnel, and have associated higher levels
of  operating  expenses.  In  order  to manage these operations effectively, the
Company  will  need  to  continuously  implement  and  improve  its operational,
financial,  and  management  information  systems,  as  well  as manage customer
service,  personnel  and  business  systems.

OUR  OFFICERS  AND  DIRECTORS  HAVE  SIGNIFICANT  CONTROL  OF  US.

Rick  Ramirez,  Brent  Haines, and Victor Romero majority shareholders, officers
and/or  directors  of the Company, currently each own approximately 18%, 18% and
7%,  respectively  (amounting  to a combined total of approximately 42%), of the
issued  and  outstanding  shares  of  common  stock  of  the  Company.  These
stockholders,  if  acting together, would be able to significantly influence all
matters  requiring  approval  by  our  stockholders,  including  the election of
directors  and  the  approval  of  mergers  or  other  business  combination
transactions.

THE  PRICE  OF  OUR  COMMON  STOCK  HAS  BEEN  AND IS EXPECTED TO CONTINUE TO BE
VOLATILE.

The common stock price of Reality has fluctuated widely since it first traded on
the OTC BB in November 1999, and the trading price of our common stock is likely
to  be  volatile,  which  could  result in substantial losses to investors.  The
trading  price  of our common stock is likely to be volatile and could fluctuate
widely in response to a number of factors, some of which are beyond our control.
The  market  prices of the securities of wireless ISP and communications-related
companies  have  been  especially  volatile.  These  broad  market  and industry
factors  may significantly harm the market price of our common stock, regardless
of  our  actual  operating  performance.  In  the  past, securities class action

                                        7
<PAGE>

litigation  has  often  been  brought  against  a  company  following periods of
volatility  in  the  market  price  of  its securities.  Securities class action
litigation,  if  initiated against us, could result in substantial costs and the
diversion  of  our  management's  attention  and  resources.

OUR  SHARES  OF  COMMON  STOCK ARE CONSIDERED PENNY STOCK AND ARE SUBJECT TO THE
PENNY  STOCK  RULES, WHICH MAY ADVERSELY AFFECT YOUR ABILITY TO SELL YOUR SHARES

Rules  15g-1  through  15g-9  promulgated  under  the  Exchange Act impose sales
practice  and  disclosure  requirements on certain brokers-dealers who engage in
certain  transactions  involving  Penny  Stock. Subject to certain exceptions, a
Penny  Stock generally includes any non-NASDAQ equity security that has a market
price  of  less  than  $5.00  per share. We anticipate that our shares of common
stock  are  deemed  to  be Penny Stock for the purposes of the Exchange Act. The
additional  sales  practice  and  disclosure  requirements  imposed  upon
brokers-dealers may discourage broker-dealers from effecting transactions in our
shares,  which  could  severely  limit  the  market liquidity of your shares and
impede  the  sale  of  our  shares  in  the  secondary  market.

Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone
other  than  an  established  customer  or  Accredited  Investor  (generally, an
individual  with net worth in excess of $1,000,000 or an annual income exceeding
$200,000,  or  $300,000  together  with  his  or her spouse) must make a special
suitability  determination  for  the  purchaser and must receive the purchaser's
written  consent  to  the transaction prior to sale, unless the broker-dealer or
the  transaction  is  otherwise exempt. In addition, the Penny Stock regulations
require the broker-dealer to deliver, prior to any transaction involving a Penny
Stock,  a  disclosure  schedule  prepared by the SEC relating to the Penny Stock
market,  unless  the  broker-dealer  or  the  transaction is otherwise exempt. A
broker-dealer  is  also  required  to  disclose  commissions  payable  to  the
broker-dealer  and  the registered representative and current quotations for the
securities.  Finally,  a  broker-dealer  is  required to send monthly statements
disclosing  recent  price  information with respect to the Penny Stock held in a
customer's  account  and information with respect to the limited market in Penny
Stocks.

FUTURE  SALES  OF  COMMON  STOCK  MAY  DEPRESS  OUR  STOCK  PRICE.

If  our  stockholders  sell  substantial amounts of our common stock, the market
price of our common stock could fall dramatically. Such sales also might make it
more  difficult for us to sell equity or equity-related securities in the future
at  a  time  and  price  that  we  deem  appropriate.

THE  COMPANY  MAY  NEVER  PAY  DIVIDENDS  TO  OUR  STOCKHOLDERS.

We  have never declared or paid cash dividends to our stockholders. We currently
intend  to  retain  all  available  funds and any future earnings for use in the
operation  of  our  business  and  we do not anticipate declaring or paying cash
dividends  for  the  foreseeable  future.

WE  ARE  SUBJECT  TO  GOVERNMENT  REGULATION  AND LEGAL UNCERTAINTIES OF BEING A
WIRELESS  BROADBAND  PROVIDER.

Reality  is  currently  subject  to  regulation that is applicable to businesses
generally.  However,  changes  in  the  regulatory  environment  relating  to
telecommunications  industry  could  have  an  adverse affect upon the Company's
business.  This  includes  regulatory changes that directly or indirectly affect
telecommunications  costs  from  regional telephone companies or other companies
which  are currently unable to compete in this market place.  The Company cannot
predict  the  impact,  if  any,  that  future  regulations  and/or  changes  in
regulations  may  have  on  it business, which change could adversely affect our
operations.

OUR  BUSINESS  MAY  BE  ADVERSELY  AFFECTED  IF  WE ARE UNABLE TO OBTAIN CERTAIN
COMMUNITY  APPROVALS.

The deployment of the Reality network may be impeded in some areas due to delays
caused  by  community,  neighborhood,  or association zoning approvals and other
local  problems.  The  network  deployment  requires the installation of rooftop
antennas  and  equipment.  Many  communities,  neighborhoods  and  homeowners
associations have regulations concerning the existence of towers and antennas on
their  members'  homes.

OUR  BUSINESS  MAY  BE  ADVERSELY  AFFECTED  IF  WE ARE UNABLE TO OBTAIN CERTAIN
LANDLORD  APPROVALS.

Installation  for  many  commercial  and  residential customers may be slowed or
stopped  altogether  by  landlord  approval issues. Rented properties have owner
approval  issues  that need to be resolved before installation can proceed. This
process  will  cause  delays  and  even  denial  of  service for many customers.


                                        8
<PAGE>

Additionally,  Reality  Wireless  Networks  needs  to lease space on rooftops or
towers  from  third  parties  to  install  the wired access points, and if these
leases  are  not  obtained  or  are  available  on favorable terms, the business
operations  and  expansion  could  be  impaired.

WE  ARE  VULNERABLE  TO  VENDOR  SHORTAGES

Reality  Wireless  Networks  depends  upon  third-party suppliers to deliver key
components  of  the network and delays in the shipment of these components could
affect  the  Company's  ability  to  implement  its  service.

WE  RUN  THE  RISK  OF  SYSTEM FAILURE THAT COULD ADVERSELY AFFECT OUR BUSINESS.

The  continuing  and uninterrupted performance of our network is critical to our
success. Customers may become dissatisfied by any system failure that interrupts
our  ability  to  provide our services to them, primarily failures affecting the
ability  to  deliver  wireless  Broadband services quickly and accurately to the
targeted  audience.  Sustained  or  repeated  system  failures  would  reduce
significantly the attractiveness of our services to our customers.  Our business
would  suffer by any damage or failure that interrupts or delays our operations.
Each node of the Company's NOC-to-Market Architecture system depends upon one or
more  tier  one  Internet  providers  and  is therefore subject to disruption by
network  management  problems  and  other  events  outside of Reality's control.

We  rely  on third-party service providers to provide access to the Internet and
to  support  our  operations.  Our support arrangements with these providers are
short-term and may be cancelled on short notice. In the event these arrangements
are  terminated,  we  may not be able to find alternative service providers on a
timely  basis  or on terms acceptable to us, or at all, which in turn would harm
our  business.

Our  operations  depend  on  our ability to protect our computer systems against
damage  from  a  variety  of  sources,  including  telecommunications  failures,
malicious  human acts and natural disasters. Substantially all of our operations
and  computer systems are located at a single facility leased by us in Campbell,
California.  The occurrence of any of the above factors affecting our ability to
maintain  uninterrupted  system  performance  would  harm  our business. Despite
network  security  measures,  our servers are vulnerable to computer viruses and
disruptions  from  unauthorized  tampering  with our computer systems. We do not
carry business interruption insurance to compensate for losses that may occur as
a  result  of  any  of these events. Despite precautions, unanticipated problems
affecting our systems could cause interruptions in the delivery of our solutions
in  the  future.

RAPID  TECHNOLOGICAL  CHANGES  COULD  CAUSE  OUR PRODUCTS AND SERVICES TO BECOME
OBSOLETE  OR  REQUIRE  US  TO  REDESIGN  OUR  PRODUCTS.

The  market  for  wireless  Broadband  services  is  characterized  by  rapid
technological  change,  frequent  new product introductions, changes in customer
requirements  and  evolving  industry standards. If we are unable to develop and
introduce  products  or  enhancements  in  a  timely  manner  to  meet  these
technological changes, we may not be able to successfully compete. Moreover, our
products  may become obsolete in which event we may not be a viable business. In
addition,  we  may  experience  delays  in  releasing  new  products and product
enhancements  in  the  future.  Material  delays in introducing new products and
enhancements  may  cause  customers  to  forego  purchases  of  our products and
services  and  purchase  those  of  our  competitors.

ITEM  2.  Description  of  Property

Reality does not own real property or invest in real estate. As of September 30,
2002,  Reality  maintained  a  month  to  month $2,275 office lease in Campbell,
California.  The  Company  also leases, on a month to month basis for a total of
$160  per  month,  access  to  tower  and  relay  sites.

                                        9
<PAGE>


ITEM  3.  Legal  Proceedings

On  October 16, 2002, GE Capital Colonial Pacific Leasing ("GE Capital") filed a
complaint  in  Superior Court of the State of California for the County of Santa
Clara  alleging that Reality Wireless Networks, Inc. breached an equipment lease
agreement.  The  impending litigation will not have a material adverse effect on
the  Company  nor  on  its  business. Moreover, Mr. Brent Haines, a director and
officer  of  the  Company,  is also a defendant in this lawsuit.  Mr. Haines has
signed  a  personal  guaranty  guaranteeing  the  equipment lease agreement. The
Company  has  not  responded  to the complaint, but intends to vigorously defend
against  all  claims  asserted.

ITEM  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

None.

                                     PART II

ITEM  5.      Market  for  Common  Equity  and  Related  Shareholder  Matters

Reality's Common Stock is not traded on a registered securities exchange, or the
NASDAQ.  Reality's  Common  Stock  is  quoted  on  the  National  Association of
Securities  Dealers  OTC Bulletin Board and was first listed on November 7, 1999
under  the  symbol  "DCIM,"  which  symbol was changed to "RWNI" on December 19,
2001.  However, the symbol was changed from "RWNI" to "RWNT" on May 7, 2002. The
following  table  sets  forth  the range of high and low bid quotations for each
fiscal  quarter  since  the  stock  began  trading.  These  quotations  reflect
inter-dealer prices without retail mark-up, mark-down, or commissions, a 3-for-1
forward  split on March 31, 2000, a 1-for-27 reverse split on December 22, 2001,
a  1-for-2  reverse  stock  split effective May 7, 2002, and may not necessarily
represent  actual  transactions.  March 5, 2002, Company adopted September 30 as
fiscal year ending from accounting acquirer through an asset purchase agreement.

FISCAL  QUARTER  ENDING     HIGH  BID     LOW  BID
-----------------------     ---------     --------

December  29,  1999       $6.125         $5.8125
March  31,  2000          $27.625        $26
June  30,  2000           $4.875         $4.5
September  30,  2000      $1.1562        $1.0938
December  29,  2000       $0.4062        $0.2812
March  31,  2001          $0.1875        $0.1562
June  30,  2001           $0.11          $0.09
September  30,  2001      $0.02          $0.01
December  31,  2001       $0.95          $0.25
March  31,  2002          $0.90          $0.90
April  30,  2002          $0.58          $0.58
July  30,  2002           $0.85          $0.75
September  30,  2002      $0.38          $0.30

     On  December  20,  2002,  the  closing  price  was  $0.29  per  share.

     As of December 27, 2002, there were approximately 104 record holders of the
Company's  common  stock.

     We  have  never  declared  or  paid  cash dividends to our stockholders. We
currently  intend  to retain all available funds and any future earnings for use
in  the  operation  of our business and we do not anticipate declaring or paying
cash  dividends  for  the  foreseeable  future.


None.

Item  6.      Management's  Discussion  and  Analysis  or  Plan  of  Operations

On  August  26,  2002,  the  Company  began  the process of acquiring additional
capital  from  investors  for a proposed investment through private placement in
the  equity  and  equity  related  securities  of  the  Company (the "Funding").

                                       10
<PAGE>

Reality  is in the process through the Funding to raise a minimum of One Million
Dollars  ($1,000,000)  to  a maximum of Three Million Dollars ($3,000,000).  The
Company has retained Ladenburg Thalmann & Co. Inc. ("Ladenburg") to perform such
financial  consulting services as the Company may request in connection with the
Funding,  as indicated by Reality and Ladenburg signing a letter agreement dated
November  7,  2002  to  extend Ladenburg's financial consulting services through
November  10, 2003.  The proceeds from the Funding will be used primarily to (i)
reduce  Company's  liabilities  and  (ii)  working capital and general corporate
purposes.


OPERATIONS  FOR  THE  YEARS  ENDED  September  31,  2002  AND  2001

REVENUES

Revenues  for  the year ended September 30, 2002 were $182,409, and were derived
primarily  from monthly internet access fees, hardware and installation required
to  establish  wireless  internet  access.

GROSS  MARGIN

Cost  of  sales  for the year ended September 30, 2002 were $317,623.  The Gross
Profit  was  ($135,212)  or  (74%)  of revenues. Cost of sales included backhaul
(access to internet), hardware, credit card transaction charges and installation
expenses.  Gross Profit was adversely affected by the high cost of hardware (CPE
-  customer  premise  equipment).  This  high hardware cost, while subsidized by
customers  could  not  fully  be recovered at time of installation.  The cost of
hardware  will be recovered within 12 months, however the Company's gross profit
was  impacted  significantly  in this first year of operations.  In addition, as
cash  reserves  were  limited,  the Company intentionally slowed sales into open
markets  as  it  could  not  subsidize hardware costs, this in addition to fixed
backhaul  costs  negatively  impacted  gross  profit.


OPERATING  EXPENSES

Operating  expenses  included:

Depreciation  in  the  amount  of  $21,473 on computer equipment, automobile and
tower  sites.  General  and administrative expenses in the amount of $1,500,517,
which  included; corporate marketing and investor relation consultants hired and
paid in non-cash transactions through company stock at a value of $592,700 which
was  expensed  to consulting fees, administrative salaries, audit and legal fees
of  $318,254,  investor relations expenses and insurance costs.  Engineering and
development costs was $95,698 which included salaries of IT staff and consulting
expenses  for tower and relay site locations. Selling and marketing expenses was
$223,187 which included direct market advertising, mailings, marketing salaries,
commissions  and web site maintenance. Interest expense was $80,488.Therewere no
research  and  development  costs.  The  resulting  net  loss for the year ended
September  30,  2002  was  $2,221,724  or  a $.47 loss per share.  Non-recurring
operating  activity:  The Company took a one-time charge to record impairment of
goodwill  in  the  amount  of  $165,172.

CASH  REQUIREMENTS

As of September 30, 2002, Reality had $3,400 cash on hand.  In order to continue
to  fund  operations,  the Company requires additional sources of funds that may
not  be  readily  available.


PRODUCT  DEVELOPMENT  AND  RESEARCH  PLAN  FOR  THE  NEXT  TWELVE  MONTHS

None


                                       11
<PAGE>

EXPECTED  PURCHASE  OR  SALE  OF  PLANT  AND  SIGNIFICANT  EQUIPMENT

None.

EXPECTED  SIGNIFICANT  CHANGES  IN  NUMBER  OF  EMPLOYEES

The  Company  plans  to  employ  50  employees  by  September  30,  2003

ITEM  7.      Financial  Statements


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
  Reality Wireless Networks, Inc.

We have audited the accompanying balance sheet of Reality Wireless Networks,
Inc. as of September 30, 2002, and the related statements of operations,
stockholders' deficit, and cash flows for the year then ended and the period
from inception (August 28, 2001) through September 30, 2001.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Reality Wireless Networks, Inc.
as of September 30, 2002, and the results of its operations and its cash flows
for the year then ended and the period from inception (August 28, 2001) through
September 30, 2001, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that Reality
Wireless will continue as a going concern. As discussed in Note 2 to the
financial statements, Reality Wireless has incurred a loss of $2,221,724 for the
year ended September 30, 2002 and has a capital deficit of $2,446,243 as of
September 30, 2002.  The Company will require additional working capital to
develop and support its business until the Company either (1) achieves a level
of revenues adequate to generate sufficient cash flows from operations; or (2)
obtains additional financing necessary to support its working capital
requirements. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to this
matter are also described in Note 2. The accompanying financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.

/s/ Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com
---------------------

December 30, 2002


                                       12
<PAGE>
                         REALITY WIRELESS NETWORKS, INC.
                                  BALANCE SHEET
                                  SEPTEMBER 30,
<TABLE>
<CAPTION>




                                                                 2002
                                                             ------------
                               ASSETS
<S>                                                          <C>
Current assets
  Cash                                                       $     3,400
  Accounts receivable                                              4,399
  Inventory                                                       32,487
  Prepaid assets                                                   1,200
                                                             ------------
    Total current assets                                          41,486

Equipment, net of accumulated depreciation of $21,473             85,549

                                                             ------------
                                                             $   127,035
                                                             ============
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                           $   507,051
  Accrued payroll                                                119,112
  Accrued payroll taxes                                          185,411
  Accrued interest                                                58,434
  Accrued expenses                                                21,417
  Current portion of notes and capital leases payable            985,569
                                                             ------------
    Total current liabilities                                  1,876,994

Notes and capital leases payable                                 103,529

STOCKHOLDERS' DEFICIT:
  Convertible preferred stock, no par value, 500,000 shares
    authorized, none issued and outstanding                            -
  Common stock, $.001 par value, 25,000,000 shares
    authorized, 5,042,004 shares issued and outstanding            5,042
  Capital subscriptions receivable                                  (797)
  Additional paid in capital                                     588,510
  Accumulated deficit                                         (2,446,243)
                                                             ------------
    Total Stockholders' deficit                               (1,853,488)
                                                             ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $   127,035
                                                             ============
</TABLE>

      See accompanying summary of accounting policies and notes to financial
                                   statements.

                                      F-2
<PAGE>
                         REALITY WIRELESS NETWORKS, INC.
                             STATEMENT OF OPERATIONS
  FOR THE YEAR ENDED SEPTEMBER 30, 2002 AND FOR THE PERIOD FROM INCEPTION
                   (AUGUST 28, 2001) THROUGH SEPTEMBER 30, 2001

<TABLE>
<CAPTION>


                                                    Inception
                                       Year Ended    through
                                        Sept. 30,    Sept. 30,
                                          2002         2001
                                      ------------  ----------
<S>                                   <C>           <C>
Revenues                              $   182,409   $        -

Cost of revenues                          317,621            -
                                      ------------  ----------
                                                             -
Gross loss                               (135,212)
                                      ------------  ----------

Selling, general and administrative     1,248,152            -
Non-cash consulting expense               592,700            -
Provision for asset impairment            165,172            -
                                      ------------  ----------
                                        2,006,024            -
                                      ------------  ----------

Loss from operations                   (2,141,236)           -

Interest expense                           80,488            -
                                                -
                                      ------------  ----------
Net loss                              $(2,221,724)  $        -
                                      ============  ==========

Net loss per share:
  Basic and diluted                   $     (0.47)  $     0.00
                                      ============  ==========

Weighted average shares outstanding:
  Basic and diluted                     4,696,817    4,000,000
                                      ============  ==========

</TABLE>

      See accompanying summary of accounting policies and notes to financial
                                   statements.

                                      F-3
<PAGE>
                        REALITY WIRELESS NETWORKS, INC.
                       STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE YEAR ENDED SEPTEMBER 30, 2002 AND THE PERIOD FROM INCEPTION (AUGUST 28,
                        2001) THROUGH SEPTEMBER 30, 2001
<TABLE>
<CAPTION>





                                 Common stock        Addl.
                           -----------------------  Paid in     Capital   Retained
                             Shares      Amount     Capital    Sub. Rec.  Earnings
                           ----------  -----------  ---------  ---------- ------------
<S>                        <C>         <C>          <C>        <C>        <C>
Issuance of common stock
to founders                4,000,000   $      400   $    400   $    (800) $         -
                           ----------  -----------  ---------  ---------- ------------
Net loss                           -            -          -           -            -

Balances at September 30,
  2001                     4,000,000          400        400        (800)           -
                          -----------  -----------  ---------  ---------- ------------

Change in par value of
  common stock                     -        4,070     (4,070)          -            -

Merger with Dicom            522,603           52          -           -     (224,519)

Treasury stock returned
  and reissued for
  services                   (25,000)         (25)        25           -            -

Common stock issued for
  Services                   194,901          195    295,505           -            -

Stock options issued for
  Services                         -            -    297,000           -            -

Cashless exercise of
  stock options              350,000          350       (350)          -            -

Proceed from stock
  subscription                     -            -          -           3            -

Net loss                           -            -          -           -   (2,221,724)
                          -----------  -----------  ---------  ---------- ------------
Balances at September 30,
  2002                     5,042,504   $    5,042   $ 588,510  $    (797) $(2,446,243)
                          ===========  ===========  =========  ========== ============
</TABLE>

      See accompanying summary of accounting policies and notes to financial
                                   statements.

                                      F-4
<PAGE>
                        REALITY WIRELESS NETWORKS, INC.
                            STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED SEPTEMBER 30, 2002 AND THE PERIOD FROM INCEPTION (AUGUST 28,
                        2001) THROUGH SEPTEMBER 30, 2001
<TABLE>
<CAPTION>




                                                                             2002         2001
                                                                         ------------  ----------
<S>                                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITES:
Net loss                                                                 $(2,221,724)  $       -
Adjustments to reconcile net loss to cash used in operating activities:
    Depreciation                                                              21,473           -
    Provision for asset impairment                                           165,172           -
    Merger with Dicom                                                       (224,467)
    Non-cash stock compensation                                              592,700           -
Changes in current assets and liabilities:
 Accounts Receivable                                                          (5,242)          -
 Inventory                                                                   159,167           -
 Prepaids                                                                      3,929           -
 Accounts payable                                                            481,156           -
 Accrued expenses                                                            377,877           -
                                                                         ------------  ----------
NET CASH USED IN OPERATING ACTIVITIES                                       (649,959)          -



CASH FLOWS FROM INVESTING ACTIVITIES - capital   expenditures                (20,824)          -

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of notes payable                                     689,354           -
 Principal payments under capital leases payable                             (15,171)          -
                                                                         ------------  ----------
NET CASH PROVIDED BY FIANCING ACTIVITIES                                     674,183           -

NET INCREASE (DECREASE) IN CASH                                                3,400           -
Cash, beg. of period                                                               -           -
                                                                         ------------  ----------
Cash, end of period                                                      $     3,400   $       -
                                                                         ============  ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid                                                            $    25,263   $       -
Income taxes paid                                                        $         -   $       -

ACQUISITION OF ASSETS AND ASSUMPTION OF LIABILITES:
  Assets acquired                                                        $         -   $ 287,877
  Liabilities assumed                                                              -    (453,049)
                                                                         ------------  ----------
  Recorded as goodwill                                                   $         -   $ 165,172
                                                                         ============  ==========
</TABLE>

      See accompanying summary of accounting policies and notes to financial
                                   statements.

                                      F-5
<PAGE>

                         REALITY WIRELESS NETWORKS, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Reality Wireless Networks, Inc. referred to as ("Reality Wireless") was
incorporated on August 28, 2001 under the laws of the state of Delaware.  The
Company is a wireless Internet service provider.  On October 1, 2001, the
Company entered into a stock purchase agreement to acquire certain assets and
liabilities of a related Internet service provider.  On March 5, 2002, the
Company entered into an asset purchase agreement with Reality Wireless Networks,
Inc. ("Wireless") and exchanged 100% of its shares for 4,000,000 shares of
Wireless or 88.8% of Wireless.  Prior to the merger, Wireless changed its name
from Dicom Imaging Systems, Inc.  For accounting purposes this transaction has
been treated as an acquisition of Dicom and a recapitalization of Reality
Wireless.  This tax-free transfer is pursuant to section 351 of the Internal
Revenue Code of 1986 as amended.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet.  Actual results could differ from
those estimates.

Inventory

Inventory consists of wireless equipment and supplies and is stated at the lower
of cost or market using the first-in, first-out (FIFO) method.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed
over the estimated useful lives of the assets using the straight-line method
for financial reporting purposes and accelerated methods for income tax
purposes.  Maintenance and repairs are charged to operations as incurred.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Impairment

The Company records impairment losses on long-lived assets used in operations
when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying
amount.

Reality recorded an impairment of goodwill during the year ended September 30,
2002 based on management's assessment of future cashflows.

                                      F-6
<PAGE>


Stock Based Compensation

The Company accounts for stock options and warrants issued to employees in
accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees. For financial statement disclosure purposes and issuance of
options and warrants to non-employees for services rendered, the Company follows
statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss
applicable to common stockholders by the weighted average number of common
shares outstanding.

Diluted net loss per common share is computed by dividing the net loss
applicable to common stockholders, adjusted on an "as if converted" basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities.  For the year ended September 30, 2002 and the period from inception
(August 28, 2001) through September 30, 2001, potential dilutive securities had
an anti-dilutive effect and were not included in the calculation of diluted net
loss per common share.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.


NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

In August 2001, the Company assumed certain liabilities and commenced its
business operations.  The Company will require additional working capital to
develop and support its business until the Company either (1) achieves a level
of revenues adequate to generate sufficient cash flows from operations; or (2)
receives additional financing necessary to support the Company's working capital
requirements.

Additionally, the Company intends to raise additional working capital through
private placements, public offerings and/or bank financing. As of December 27,
2002, the Company is in discussions with investors and lending institutions,
however no definitive agreements have been reached.

There are no assurances that the Company will be able to either (1) achieve a
level of revenues adequate to generate sufficient cash flow from operations; or
(2) obtain additional financing through either private placement, public
offerings and/or bank financing necessary to support the Company's working
capital requirements.  To the extent that funds generated from operations and
any private placements, public offerings and/or bank financing are insufficient,
the Company will have to raise additional working capital.  No assurance can be
given that additional financing will be available, or if available, will be on
terms acceptable to the Company.  If adequate working capital is not available
the Company may be required to curtail its operations.

                                      F-7
<PAGE>

These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.


NOTE 3 - ASSET AND LIABILITY PURCHASE FROM RELATED ENTITY

On October 1, 2001, Reality Wireless entered into an agreement with Reality
Wireless Networks, Inc., a California corporation and an Internet service
provider or ("ISP-Reality"), to acquire certain assets and assume certain
liabilities.  Reality Wireless has reflected the acquisition of assets and
assumption of liabilities as of September 30, 2001.  Certain officers, directors
and shareholders of Reality Wireless were or are officers, directors and
shareholders of ISP-Reality.  The purchase price was allocated to the assets
acquired and liabilities assumed.  The amount allocated to goodwill or other
intangibles was recorded as a charge to earnings.  The purchase price was
allocated as follows:


                                                    Fair Value
                                                   -------------
          Accounts receivable                         $   6,556
          Inventory                                     191,654
          Prepaid assets                                  3,469
          Property and equipment                         86,198
          Accounts payable                              (25,895)
          Accrued expenses                               (6,500)
          Notes and leases payable                     (420,654)
                                                   -------------
          Fair value of net liabilities assumed        (165,172)
          Goodwill                                      165,172
                                                   -------------
                                                      $       -
                                                   =============

There are no unaudited pro forma results of operations since the Company began
operations on August 28, 2001.


NOTE 4 -REVERSE MERGER

On March 5, 2002, Reality Wireless entered into an asset purchase agreement with
Wireless and exchanged 100% of its shares for 4,000,000 shares of Dicom or 88.8%
of Dicom.  Prior to the merger, Dicom changed its name to Reality Wireless
Networks, Inc.  For accounting purposes this transaction was treated as an
acquisition of Dicom and a recapitalization of Reality Wireless.  Reality
Wireless's equity interest in Dicom's net liabilities totaling $224,467 was
recorded as a charge to accumulated deficit in the accompanying statement of
stockholders' deficit.  This tax-free transfer is pursuant to section 351 of the
Internal Revenue Code of 1986 as amended.  Reality Wireless is the accounting
acquirer and the results of its operations carry over. After the merger
4,522,103 shares were outstanding.


NOTE 5 - PROPERTY AND EQUIPMENT

At September 30, 2002, property and equipment consisted of the following:

                                      F-8
<PAGE>
                                        Estimated
                                         Useful
                                         Lives            Amount
                                     ---------------  -------------
     Computer equipment                     3-5          $ 41,010
     Furniture and fixtures                   7               790
     Automobile                               5            24,090
     Communications equipment                 7            41,132
                                                      -------------
                                                          107,022
     Accumulated depreciation                              21,473
                                                      -------------
                                                         $ 85,549
                                                      =============


NOTE 6 - INCOME TAXES

Reality has had losses since inception; therefore, the Company has no income tax
liability. The net deferred tax asset generated by the loss carry-forward has
been fully reserved.  The cumulative net operating loss carry-forward is
approximately $1,600,000 at September 30, 2002, and will expire in various years
through 2021. Reality recorded an increase in the valuation allowance of
$550,000 for the year ended September 30, 2002.

The components of deferred income tax assets at September 30, 2002, were as
follows:

                                                                 Amount
                                                              --------------
Net operating loss carryforwards                                   550,000
Valuation allowance                                               (550,000)
                                                              --------------
Net deferred tax assets                                       $          -
                                                              ==============

For the year ended September 30, 2002 and period from inception through
September 30, 2001, the income tax benefit determined by applying the statutory
income tax rate to pre-tax loss from operations differs from the actual benefit
as follows:

                                                      2002            2001
                                                 -------------    ------------
Provision for income tax benefit at statutory
   rate                                          $   (755,386)    $          -
Change in deferred tax asset valuation
  allowance                                           550,000                -
Non-cash stock compensation                           205,386                -
                                                 -------------    ------------
                                                 $        -       $          -
                                                 =============    ============


NOTE 7 - NOTES AND CAPITAL LEASES PAYABLE

Realty Wireless assumed certain obligations on October 1, 2001.  The following
are the notes and capital leases payable as of September 30,:


                                                               2002
                                                           -------------
   Installment note issued to purchase automobile,
   payable in monthly installments of $465 through
   August 2006, and bearing interest at 5.9% ,
   secured by automobile purchased                           $    20,313

   Convertible promissory note issued to purchase
   inventory, due June 4, 2002, unless converted,
   note automatically converts if Reality Wireless
   raises $3 million, and bearing interest at 8%,
   secured by all accounts including inventory and
   equipment                                                    190,000

   Convertible promissory note issued for working
   capital, due July 2004, unless converted, and
   bearing interest at 10%, personally guaranteed by
   an officer of Reality Wireless                                75,000

   Capital lease obligation payable in monthly
   installments of $1,877 including principal and
   interest,  maturing July 2004, and bearing interest
   at 22.86% secured by inventory and equipment                  36,878

   Capital lease obligation payable in monthly
   installments of $1,592 including principal and
   interest,  maturing July 2005, and bearing interest
   at 24.24% secured by inventory and equipment                  42,553

   Convertible promissory notes issued for working
   capital, due various dates through February 2003,
   unless converted, and bearing interest at 5%,
   unsecured                                                   135,000

   Convertible promissory notes issued for working
   capital, due various dates through June 2003,
   unless converted, and bearing interest at 10%,
   unsecured                                                   544,000

   Other various notes                                          45,354
                                                           -------------
   Total                                                      1,089,098
   Less: current portion                                        985,569
                                                           -------------
   Notes and capital lease payable                          $   103,529
                                                           =============


The annual maturities of the debt indicated above for the five years following
September 30, 2002, are $985,569 in 2003, $94,700 in 2004, $5,193 in 2005 and
$3,636 in 2006.

The $190,000 convertible promissory note is convertible at the outstanding
principal balance plus accrued interest at a 65% discount of the strike price of
an equity financing.  Reality Wireless will record a charge to earnings for the
discount upon the consummation of an equity financing.

Convertible promissory notes totaling $135,000 are convertible at the
outstanding principal balance plus accrued interest at a 50% discount of the
strike price of an equity financing.  Reality Wireless will record a charge to
earnings upon the consummation of an equity financing.

Convertible promissory notes totaling $275,000 are convertible at the
outstanding principal balance plus accrued interest at the option of the holder
at the pricing of the first closing of an equity financing.

Convertible promissory notes totaling $524,354 will be automatically converted
at the outstanding principal balance plus accrued interest and at the pricing of
the first closing of an equity financing.
                                      F-10
<PAGE>

No value has been assigned to the beneficial conversion features on certain
convertible promissory notes at September 30, 2002 due to the conversion price
being based on the occurrence of future events outside the control of the
holder. At the time contingency is resolved, the value of the beneficial
conversion feature will be charged as interest expense.


NOTE 8 - PREFERRED STOCK

On March 27, 2002, Reality's Board of Directors created and authorized 500,000
shares of Series A Convertible Preferred Stock. Series A Preferred Stock is
convertible into ten shares of Reality's common stock at the option of the
holder. Reality is required to reserve and keep available out of its authorized
but unissued shares of common stock enough shares sufficient for conversion of
Series A Preferred Stock.

No Series A Preferred is issued or outstanding at September 30, 2002.


NOTE 9 - COMMON STOCK

On April 24, 2002 the Board of Directors of Reality authorized a one-for-two
stock split of the Reality common stock. On May 7, stockholders of record
received one share for every two shares of common stock held of record on April
27, 2002. The stock split has been reflected in the accompanying financial
statements, and all applicable reference as to the number of common shares and
per share information has been restated. In addition, the par value was changed
from .001 to .01 per share.

During fiscal 2002 Reality issued 97,101 shares valued at $246,800 for payment
of legal and consulting fees.

In addition, 447,800 shares were issued to consultants and legal council upon
the cashless exercise of 347,800 options with an exercise price of between .01 -
..0001 and 100,000 options with an exercise price of .001.  The consultant's
stock-based compensation is recorded at fair value.  The compensation cost
recorded for these options was $345,900 for the year ended September 30, 2002.
The fair value was based on the Black-Scholes option pricing model.

During fiscal 2002 Reality entered into a merger agreement with a third party
whereby Reality would issue 207,059 shares of Reality common stock in exchange
for the outstanding shares of the third party. The merger did not take place,
however, Reality issued the common stock. These shares are being held by
Reality's outside legal council and will be cancelled. The shares are not
reflected in the accompanying financial statements as issued or outstanding as
of September 30, 2002.


NOTE 10 - WARRANTS

In connection with the $75,000 convertible promissory note, the Company issued
150,000 warrants to purchase Series A preferred stock or its common stock
equivalent at an exercise price of 70% of the price of Series A preferred stock
or common stock.  The warrants have a term of 5 years.

                                      F-11
<PAGE>

In connection with the majority of convertible promissory notes entered into
during fiscal 2002, Reality issued 632,354 warrants to purchase Series A
preferred stock or its common stock equivalent at an exercise price equal to the
price of Series A preferred stock or common stock issued by Reality when future
funding is obtained. The warrants have a term of 3 years.


NOTE 11 - STOCK OPTION PLAN

2002 Stock Option Plan

During September 2001, the Company adopted the "2001 Stock Option Plan."
Pursuant to the Company's 2001 Stock Option Plan, the Company may grant the
Company's employees and employee director's non-qualified options to purchase up
to 1,000,000 shares of Common Stock.  Incentive stock options must be granted at
not less than the fair market value of the Company's Common Stock at the date of
grant as determined by the Company's Board of Directors (110% of fair market
value for stockholders owning 10% or more of the Company's Common Stock).  The
terms of the options are determined by the Company's Board of Directors.  Any
options granted must be exercised within ten years of the date of grant or
within five years from the date of grant for options granted to stockholders
owning 10% or more of the Company's Common Stock.  Unexercised vested and
unvested options terminate in three months if the employment or service of an
option holder is terminated for cause.  Unvested options terminate if the
employment or service of an option holder is terminated without cause or for
disability

Reality uses the intrinsic value method of calculating compensation expense for
employees.  During fiscal 2002 and 2001, no compensation expense was recognized
for the issuance of options and warrants issued to employees, because there were
no options issued to employees.

During the year ended September 30, 2002, Reality issued 350,000 options to two
consultants. Both consultants received shares of common stock upon the cashless
exercise of the options.

At September 30, 2002 there were no options outstanding.

                                      F-12
<PAGE>

ITEM  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

None.


                                    PART III

ITEM  9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance  With  Section  16(a)  of  the  Exchange  Act.

VICTOR  ROMERO:  CHIEF  OPERATIONS  OFFICER

     Mr.  Romero, 51, was VP of Sales and Operations at OrcoNet.com from 1999 to
2000.  At  OrcoNet.com  he  designed, built and implemented a 50-person Internet
service  provider  start-up.  From  1997  to  1998,  Mr.  Romero was a freelance
consultant.  From  1994  to  1997,  he  was  the  Executive Director of Emerging
Technologies  at  Pacific  Bell.  Mr.  Romero received his Bachelors Degree from
California  State  University,  Northridge  in  1972.

RICK  RAMIREZ:  DIRECTOR;  EXECUTIVE  VICE  PRESIDENT,  BUSINESS  DEVELOPMENT;
SECRETARY  AND  TREASURER

Mr.  Ramirez,  44,  is  the  former  Chief  Executive  Officer  and President of
OnRadio.com, where he served from 1995 to 2000.  Additionally, Mr. Ramirez owned
and  operated  several  radio stations in northern California from 1987 to 1995.
In  connection  with  his  radio experience, he has been involved in the merger,
acquisition,  operation  and turn-around of several radio stations.  Mr. Ramirez
attended  the  University  of Santa Clara from 1975 to 1979, where he majored in
Finance.

BRENT  HAINES:  DIRECTOR

     Mr.  Haines,  34,  currently  a director for Reality Networks, received his
Bachelors  Degree  in  Applied  Mathematics  from the University of Wisconsin in
1989.  From  1990  to  1996,  Mr.  Haines  worked  as  a  Software  Engineer and
Engineering  Manager  for  several  software  companies.  In 1996 he founded and
served  as  Chief Executive Officer for Grendelnet, an Internet service provider
that  specialized  in  software and network design services.  He was acting Vice
President  of  Engineering  for  Harvest  Technologies  in  1997  and 1998, Lead
Architect  for  Healtheon/WebMD  in  1999  and  2000,  and  Vice  President  of
Engineering  for  Andalay,  from  2000  to  2001.  Mr.  Haines resigned as Chief
Technology  Officer  on  June  14,  2002,  but continues on in his capacity as a
director.


DENNIS  SPINA:  CHIEF  EXECUTIVE  OFFICER

Mr.  Spina,  58,  was  Chairman and CEO of Erols Internet Service, which was the
nation's  primary  regional  Internet  Service  Provider  based  in Springfield,
Virginia.  Erols  was  one  of  the pioneers of the Internet, being the first to
market  and  sell  the  Internet  using  radio  and television.  The service was
founded in 1996, when Mr. Spina developed Erols' strategy, as well as engineered
the  growth  throughout  the Northeast corridor.  Erols was successfully sold to
RCN,  a broadband cable provider, headquartered in Princeton, New Jersey.  While
at  RCN, Mr. Spina was the Vice Chairman and President of Internet Services.  He
was  also  the  President  and  CEO of Covista, a public company based in Little
Falls,  NJ.  Covista  was  a  data  and  long  distance  switched based operator
servicing  businesses  and  residential  customers  in the New York metropolitan
area.  Mr.  Spina  started  his career with Federal Express in April of 1973 and
was  Regional  Vice  President in the Northeast and oversaw the explosive growth
and  expansion  in  the Northeast.  He spent 17 years at Federal Express and was
ultimately  responsible  for  all operations and sales from Maine to Washington,
DC,  with  14,000  employees  and $2 billion in revenue.  Mr. Spina received his
A.B.  in Liberal Arts from Temple University in 1969 and has completed executive
financial  management  programs  at  the  Mellon  School  of Business at Harvard
University.


                                       13
<PAGE>

     The  Company  does not have any standing audit, nominating, or compensation
committees  of  the  board  of  directors,  or  committees  performing  similar
functions.

Pursuant  to  a  Non-Qualified  Stock Option Agreement dated June 7, 2002 by and
between the Company and The Otto Law Group, PLLC ("TOLG"), the Company issued an
option (the "Option") to TOLG, for a term of 10 years, to purchase 97,800 shares
of  common  stock  at  an  exercise price of $0.0001 per share, which Option was
exercised  by TOLG on June 13, 2002.  The Option was issued in consideration for
$48,900  of  legal  fess due TOLG.  The 97,800 shares of common stock underlying
the  Option were registered pursuant to the Reality S-8.  TOLG, who prepared the
opinion  regarding the authorization, issuance and fully-paid and non-assessable
status of the securities covered by the Reality S-8, represents the Company with
respect to certain legal matters.  TOLG's relationship with the Company has been
as legal counsel, and there are no arrangements or understandings which would in
any  way cause TOLG or any of its members or employees to be deemed an affiliate
of  the  Company or a person associated with an affiliate of the Company.  David
M.  Otto,  a member of TOLG, holds 97,800 shares of common stock of the Company,
which  97,800  shares were registered under the Reality S-8.  TOLG, of which Mr.
Otto  holds  a  100%  beneficial  interest, holds 58,283 shares of common stock,
which 58,283 shares are "restricted securities," as such term is defined in Rule
144(a)(3)  of  the  Securities  Act.

Appointment  of  New  Chief  Executive  Officer.

On  July  30,  2002,  Dennis  Spina was appointed Chief Executive Officer of the
Company.   The  Company does not hold any form of key-man life insurance for Mr.
Spina.  Certain  biographical  information  about  Mr.  Spina  is  as  follows.

Mr.  Spina,  58,  was  Chairman and CEO of Erols Internet Service, which was the
nation's  primary  regional  Internet  Service  Provider  based  in Springfield,
Virginia.  Erols  was  one  of  the pioneers of the Internet, being the first to
market  and  sell  the  Internet  using  radio  and television.  The service was
founded in 1996, when Mr. Spina developed Erols' strategy, as well as engineered
the  growth  throughout  the Northeast corridor.  Erols was successfully sold to
RCN,  a broadband cable provider, headquartered in Princeton, New Jersey.  While
at  RCN, Mr. Spina was the Vice Chairman and President of Internet Services.  He
was  also  the  President  and  CEO of Covista, a public company based in Little
Falls,  NJ.  Covista  was  a  data  and  long  distance  switched based operator
servicing  businesses  and  residential  customers  in the New York metropolitan
area.  Mr.  Spina  started  his career with Federal Express in April of 1973 and
was  Regional  Vice  President in the Northeast and oversaw the explosive growth
and  expansion  in  the Northeast.  He spent 17 years at Federal Express and was
ultimately  responsible  for  all operations and sales from Maine to Washington,
DC,  with  14,000  employees  and $2 billion in revenue.  Mr. Spina received his
A.B.  in Liberal Arts from Temple University in 1969 and has completed executive
financial  management  programs  at  the  Mellon  School  of Business at Harvard
University.



     As  of  December  26,  2002,  the Company's officers, directors and control
persons,  held  the  following  securities  of  the  Company:


                                       14
<PAGE>

                                          Number  of
                                          Shares  of
                                       Common  Stock(1)          Percentage

     RICK  RAMIREZ                         928,334                    18%
     BRENT  HAINES                         928,334                    18%
     VICTOR  ROMERO                        350,000                    7%
     TORCHMARK HOLDINGS LTD.               251,538                    5%  (2)

     All  directors  and
     officers as a group                 2,206,667                    42%

SECTION  16(a)  BENEFICIAL  REPORTING  COMPLIANCE

     Section  16(a)  of  the  Exchange  Act  requires  the  Company's  officers,
directors and persons who beneficially own more than 10% of the Company's common
stock to file reports of ownership and changes in ownership with the SEC.  These
reporting  persons  also  are required to furnish the Company with copies of all
Section  16(a)  forms  they file.  Based solely on the Company's review of these
reports  or  written  representations from certain reporting persons, we believe
that  during  the  fiscal  year  ended  December 31, 2001 and during the current
fiscal  year,  all  filing  requirements  applicable  to the Company's officers,
directors,  greater-than-ten-percent beneficial owners and other persons subject
to  Section  16(a)  of  the  Exchange  Act  were  met.

ITEM  10.  Executive  Compensation

The  following table sets forth certain information with respect to compensation
paid  by  the  Company  for  the fiscal year ended December 31, 2000 and for the
prior  fiscal  year  to  the Company's officers listed below. No other executive
officer  received  more  than  $73,000  in  annual  compensation.

                                                            #  OPTIONS
                                  COMPENSATION  IN          GRANTED
NAME                TITLE             2002  (1)             IN  2002

Dennis  Spina    CEO,  Director         $-0-                 -0-
Victor  Romero   COO,  Director         $73,000.00  (2)      -0-
                 EVP  Business
Rick  Ramirez    Development, Director  $44,000.00  (3)      -0-
Brent  Haines    Director               $16,000.00  (4)      -0-

(1)  Compensation  beginning March 5, 2002, the effective date of Asset Purchase
     Agreement.
(2)  Amount  represents  compensation in the form of salary of $44,000 and bonus
     of  $29,000  earned,  gross compensation paid totaled $4,000, the remainder
     has  been  accrued
(3)  Amount  represents compensation earned, gross compensation paid was $8,000,
     the  remainder  has  been  accrued
(4)  Amount  represents  compensation  earned, gross compensation paid was $-0-,
     the  remainder  has  been  accrued

ITEM  11.  Security  Ownership  of  Certain Beneficial Owners and Management and
Related  Stockholder  Matters.

The  following  table  provides  certain  information  as  to  the  officers and
directors  individually  and  as a group, and the holders of more than 5% of the
Common  Stock  of  the  Company,  as  of  December  26,  2002.


<TABLE>
<CAPTION>
<S>                        <C>                       <C>                 <C>
----------------------------------------------------------------------------------------------
                       Name  and  address              Number  of  Shares     Percentage  of
Title  of class        of beneficial owner              of Common Stock        Common Stock(1)
-----------------------------------------------------------------------------------------------


Common  Stock          Rick  Ramirez                       928,334  Shares          18%
                       120  W.  Campbell  Ave.,  Suite  E
                       Campbell,  California  95008

Common  Stock          Brent  Haines                       928,334  Shares          18%
                       120  W.  Campbell  Ave.,  Suite  E
                       Campbell,  California  95008

Common  Stock          Victor  Romero                      350,000  Shares          7%
                       120  W.  Campbell  Ave.,  Suite  E
                       Campbell,  California  95008

Common Stock           Torchmark Holdings Ltd. (2)         251,538  Shares          5%
                       PO  Box  290,  Caribbean  Place
                       Leeward  Highway
                       Providenciales
                       Turks  &  Caicos  Islands
</TABLE>
                                       15
<PAGE>
--------------------------------------------------------------------------------

(1)     Based  on  a  total  of  5,249,563  shares of the Company's common stock
issued  and outstanding as of December 26, 2002.  All options, warrants or other
securities  of the Company convertible into common stock, whether authorized and
unissued  or  issued and outstanding, upon issuance and/or conversion, represent
approximately  less  than  1%  of  the  shares  of  the  Company's  common stock
outstanding  on  a  fully-diluted  basis,  assuming  consummation  of  the Share
Exchange.

(2)     Gannett,  Lexicon  and Santa Fe have each agreed to vote the same as any
vote  by Torchmark at any meeting of the shareholders of the Company; the shared
voting  power  by  and  among  these entities is approximately 266,149 shares of
common  stock,  which  amounts to approximately 5% of the issued and outstanding
common  stock.

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


ITEM  12.  Certain  Relationships  and  Related  Transactions.

Reality  entered  into  a  letter  agreement  with  Ladenburg Thalmann Co., Inc.
("Ladenburg")  dated November 7, 2002 that shall extend to November 10, 2003, to
retain  Ladenburg  as a financial advisor to assist Reality in raising a minimum
of  One  Million  Dollars  ($1,000,000)  and  maximum  of  Three Million Dollars
($3,000,000). The proceeds from the Funding will be applied primarily to (i) the
Company's  liabilities  and (ii) working capital and general corporate purposes.


ITEM  13.      Exhibits  and  Reports  on  Form  8-K.

(a)     Exhibits.

All  exhibits  included  in  this report are incorporated by reference.  See the
Exhibit  List  below  for  all  such  exhibits.

(b)     Reports  on  Form  8-K.

     (1)  On  May  3,  2002,  the  Company  filed  a  Current Report on Form 8-K
disclosing,  under  Item 5 "Other Information," the appointment of Victor Romero
to  the  board  of directors of the Company and a 1-for-2 reverse stock split of
the  common  stock  of  the  Company.

     (2)  On  May  20,  2002, the Company a Current Report on Form 8-K (amending
that  certain  Form 8-K filed by the Company on March 20, 2002), disclosing, (i)
under  Item  2  "Acquisition  of  Disposition  of  Assets,"  certain  summarized
information regarding that certain Asset Purchase Agreement (the "Asset Purchase
Agreement")  March  5, 2002 by and between the Company Reality Networks, Inc., a
Delaware  corporation  ("Reality  Delaware"),  (ii)  under  Item  5  "Other
Information," the termination of that certain Agreement and Plan of Merger dated
February  27,  2002,  by  and between the Company and Amenities Network, Inc., a
Washington  corporation, and (iii) under Item 7 "Financial Statements, Pro Forma
Financial  Information  and  Exhibits"  and the exhibits therein referenced, the
filing of consolidated balance sheets of the Company as of December 31, 2000 and
2001, consolidated statements of operations, comprehensive income, shareholder's
equity,  and  cash  flows  of the Company for the three years ended December 31,
2001,  together  with  related  notes and the report of independent accountants,
(filed as Exhibit 99.1) and unaudited pro forma combined condensed balance sheet
of  the  Company  as of December 31, 2001, together with related notes (filed as
Exhibit  99.2).

                                       16
<PAGE>

SIGNATURES

In accordance with the requirements the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                        REALITY WIRELESS NETWORKS, INC.


Date:  December  30,  2002              By:    /s/  Rick  Ramirez
                                              --------------------
                                        Vice  President,  Business
                                        Development,  Secretary  and  Treasurer



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report  has  been  signed  by  the  following persons on behalf of Reality
Wireless  Networks,  Inc.,  in  the  capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>
<S>                                            <C>                                     <C>

NAME  AND  SIGNATURE                         TITLE                                    DATE


/s/  Victor  Romero
-------------------------------
Victor  Romero                   President  and  Chief  Operations  Officer         December  30,  2002


/s/  Rick  Ramirez
-------------------------------
Rick  Ramirez                    Vice  President,  Business  Development;           December  30,  2002
                                 Secretary; Treasurer and Director

/s/  Brent  Haines
-------------------------------
Brent  Haines                     Director                                          December  30,  2002

</TABLE>

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<PAGE>

CERTIFICATION

I,  Rick  Ramirez,  certify  that:

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

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

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

4.     I am responsible for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act  rules  13a-14  and  15d-14) for the
registrant  and  have:

a.   Designed  such  disclosure  controls and procedures to ensure that material
     information relating to the registrant is made known to me by others within
     that  entity, particularly during the period in which this annual report is
     being  prepared;

b.   Evaluated  the  effectiveness  of  the registrant's disclosure controls and
     procedures  as  of  a  date within 90 days prior to the filing date of this
     annual  report  (the  "Evaluation  Date")  and

c.   Presented  in  this annual report my conclusions about the effectiveness of
     the  disclosure  controls  and  procedures based on my evaluation as of the
     Evaluation  Date;

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

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

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

6.     I  have  indicated  in  this  annual  report  whether  or  not there were
significant  changes  in  internal  controls  or  other  factors  that  could
significantly affect internal controls subsequent to the date of our most recent
evaluation,  including  any  corrective  actions  with  regard  to  significant
deficiencies  and  material  weaknesses.

Date:  December  30,  2002

                                     /s/  Rick  Ramirez
                                     -------------------------------------
                                     Vice  President,  Business  Development;
                                     Secretary;  Treasurer  and  Director



                                       18
<PAGE>
<TABLE>
<CAPTION>
<S>                     <C>

EXHIBIT  INDEX

EXHIBIT  NO.  AND  DESCRIPTION  OF  EXHIBIT

3.1  (1)  Articles  of  Incorporation  of  the  Registrant

3.2  (1)  Bylaws  of  the  Registrant

3.3  (11)  Certificate  of  Amendment  to  Articles  of  Incorporation  of  the
     Registrant

3.4  (14)  Certificate  of  Amendment  to  Articles  of  Incorporation  of  the
     Registrant

4.1  (12)  Reality  Wireless  Networks,  Inc.  2001  Stock  Option  Plan


4.2  (12) Non-Qualified Stock Option Agreement dated May 9, 2002, by and between
     the  Company  and  Breckenridge  McKinley

4.3  (13)  Registration  Rights Agreement dated March 5, 2002 by and between the
     Company  and  the  shareholders  of  Reality  Networks,  Inc.,  a  Delaware
     corporation

10.1 (2)  License  Agreement  dated  March  17, 2000 between the Company and CLG
     Investments  Limited

10.2 (3)  Settlement  Agreement dated September 26, 2000 between the Company and
     CLG  Investments  Limited

10.3 (4)  Marketing  Agreement  dated  October  4, 2000, between the Company and
     Eastman  Kodak  Company

10.4 (4)  Software  Bundling and Co-Marketing Agreement dated February 13, 2001,
     between  the  Company  and  Olympus  America  Inc.

10.5 (4)  Authorized  Dealer  Agreement dated April 6, 2001, between the Company
     and  Dental  X  Change,  Inc.

10.6 (5)  Executive  Employment  Agreement  dated November 22, 2000, between the
     Company  and  Paul  Fernandez

10.7 (5)  Promissory  Note  dated  November  7,  2000  between  the  Company and
     Torchmark  Holdings  Ltd. This Promissory Note replaces the Promissory Note
     dated  August  16,  2000  that  was  included  in  Form 10-QSB, file number
     000-26369,  filed  on  November  14,  2000.

10.8 (5)  Convertible  Loan Agreement dated November 7, 2000 between the Company
     and  Torchmark  Holdings  Ltd.

10.9 (5)  Convertible Loan Agreement dated December 21, 2000 between the Company
     and  Torchmark  Holdings  Ltd.

10.10 (5) Convertible Loan Agreement dated February 14, 2001 between the Company
     and  Torchmark  Holdings  Ltd.

10.11 (6) Software Purchase Agreement dated July 3, 2001 between the Company and
     Torchmark  Holdings  Ltd.

10.12  (6) Convertible Loan Agreement dated July 3, 2001 between the Company and
     Torchmark  Holdings  Ltd.

                                       19
<PAGE>

10.13  (6)  Security  Agreement  dated  July  3,  2001  between  the Company and
     Torchmark  Holdings  Ltd.

10.14  (7)  Amendment  No.  1 to Software Purchase Agreement dated July 30, 2001
     between  the  Company  and  Torchmark  Holdings  Ltd.

10.15 (8) Form of Note dated September 4, 2001, made by Torchmark to the Company

10.16  (9)  Letter  of Intent dated October 2, 2001 between Reality Networks and
     the  Company

10.17  (10)  Form of Amendment No. 1 to Letter of Intent, dated October 10, 2001

10.18  (13) Asset Purchase Agreement dated March 5, 2002, by and between Reality
     Wireless  Networks, Inc., a Nevada corporation, and Reality Networks, Inc.,
     a  Delaware  corporation.

10.19  Letter  Agreement dated November 7, 2002, by and between Reality Wireless
     Networks,  Inc.,  a  Nevada corporation, and Ladenburg Thalmann & Co., Inc.

(1)  Incorporated  by reference to the exhibits to the registrant's registration
statement  on  Form  10-SB,  file  number  000-26369.

(2)  Incorporated  by reference to the exhibits to the registrant's registration
statement  on  Form  10-QSB,  file  number  000-26369,  filed  on  May 16, 2000.

(3)  Incorporated  by reference to the exhibits to the registrant's registration
statement  on  Form  10-QSB,  file number 000-26369, filed on November 14, 2000.

(4)  Confidential  treatment  requested.

(5)  Incorporated  by reference to the exhibits to the registrant's registration
statement  on  Form  10-KSB,  file  number  000-26369,  filed  on  May 17, 2001.

(6)  Incorporated  by reference to the exhibits to the registrant's registration
statement  on  Form  8K,  file  number  000-26369,  filed  on  July  24,  2001.

(7)  Incorporated  by reference to the exhibits to the registrant's registration
statement  on  Form  10-QSB,  file  number  000-26369, filed on August 14, 2001.

(8)  Incorporated  by  reference  to  the  exhibits  to the registrant's Current
Report  on  Form  8-K  (File  No.  000-26369),  filed  on  September  7,  2001.

(9)  Incorporated  by  reference  to  the  exhibits  to the registrant's Current
Report  on  Form  8-K  (File  No.  000-26369),  filed  on  October  4,  2001.

(10)  Incorporated  by  reference  to  the  exhibits to the registrant's Current
Report  on  Form  8-K  (File  No.  000-26369),  filed  on  October  26,  2001.

(11)  Incorporated  by  reference  to  the  exhibits  to the registrant's Annual
Report  on  Form  10K-SB  (File  No.  000-26369),  filed  on  April  15,  2002.

(12)  Incorporated by reference to the exhibits to the registrant's Registration
Statement on Form S-8 (Registration Statement No. 333-88002), filed on April 15,
2002.

(13)  Incorporated  by  reference  to  the  exhibits to the registrant's Current
Report  on  Form  8-K  (File  No.  000-26369),  filed  on  March  20,  2002.

(14)  Incorporated  by  reference  to  the  exhibits to the registrant's Current
Report  on  Form  8-K  (File  No.  000-26369),  filed  on  May  3,  2002.


</TABLE>

                                       20
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