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

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


                                   FORM 10-KSB


            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended - September 30, 2003 OR


          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
    For the transition period from _______________ to _______________________


                        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          (Employer Identification No.)
  incorporation or organization)

                                 P.O. Box 112626
                       Campbell, California 95011 (Address
              of principal executive offices, including zip code.)

                                 (408) 379-3822
                (Issuer's telephone number, including area code)


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


    Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                $0.001 par value


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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
YES [X]   NO [ ]


Check if no disclosure of delinquent  filers  pursuant to Item 405 of Regulation
S-B is contained  herein,  and no disclosure  will be contained,  to the best of
Registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]


State Issuer's revenues for its most recent fiscal year. $111,868


The  aggregate  market  value of the  common  stock  held by  non-affiliates  on
December 16,  2003was  approximately  $2,687,158,  based on the closing price of
such stock on such date. There are  approximately  134,357,896  shares of common
voting stock of the Registrant held by non-affiliates.


The number of issued and  outstanding  shares of the  Registrants  Common Stock,
$0.001 par value, as of December 16, 2003, was 156,175,838.


Documents Incorporated by Reference None

Transitional Small Business Disclosure Format     YES [ ]  NO [X]


<PAGE>



                                     PART I
Item 1.  Description of Business

History

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.

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




                                       2
<PAGE>

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 Company  provides  its service
primarily  in  geographical  areas of  northern  California  where DSL and cable
services are not available.

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.

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.

Competition

The Company  offers is  Internet  access  service for a setup price  designed to
compete with similar  products.  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.

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.

Employees

As of December 18, 2003,  the Company  employed no  full-time  employees  and no
part-time  employees.  Daily operations,  including customer service and billing
have been  outsourced to Wavepipe,  a company  wholly owned by Brent  Haines,  a
Reality  Wireless  Networks  director.  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.

Item 2. Description of Property

Reality does not own or lease real property or invest in real estate.

Item 3.  Legal Proceedings

On  September  23,  2003,   American  Express  Business  Financial   Corporation
("American  Express"),  a California  corporation,  FKA First Sierra  Financial,
Inc., filed a complaint alleging that Reality Wireless  Networks,  Inc. breached
an equipment lease agreement. 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.  Mr. Haines is
currently negotiating settlement on behalf of the Company with American Express.

On or around  January 16,  2003,  Peter  Verbica,  trustee of P&K Verbica  Trust
("Verbica"),  filed a complaint in Superior Court of the State of California for
the  County  of  Santa  Clara  alleging  that  Reality  breached  a  convertible
promissory note for $75,000.  We intend to become the attorney of record in this
litigation. The claim is for $75,000, plus attorney's fees and interest.

On or around October 24, 2003, Merrill Communications,  LLC ("Merrill"), filed a
complaint in Superior  Court of the State of California  for the County of Santa
Clara alleging that Reality  breached an agreement.  The claim is for $9.170.47,
plus attorney's fees and prejudgment interest.



                                       3
<PAGE>

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. 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 December 29, 2002. These quotations  reflect  inter-dealer  prices
without  retail  mark-up,  mark-down,  or  commissions  and may not  necessarily
represent actual transactions.

FISCAL QUARTER ENDING                 HIGH BID                 LOW BID

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
March 31, 2003                        $0.79                    $0.65
April 30, 2003                        $0.15.                   $0.12
July 30, 2003                         $0.03.                   $0.03
September 30, 2003                    $0.07.                   $0.06

         On December 18, 2003, the closing price was $0.02 per share.

         As of December 18, 2003, there were approximately 121 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.

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

Company  focus and  strategy to raise  needed  financing  has shifted  away from
acquiring  additional  capital from investors for a proposed  investment through
private  placement in the equity and equity  related  securities  of the Company
started on August  26,  2002.  The  Company  is now  actively  pursuing a growth
strategy  managed by their  wholly  owned  subsidiary,  Orange  Soda,  targeting
acquisitions  possessing  assets to compliment  current  business model,  with a
solid  revenue or customer  base.  This new  strategy  will be financed  through
additional shares issued by Reality Wireless.

LIQUIDITY AND CAPITAL RESOURCES



                                       4
<PAGE>

At September 30, 2003, the Company had negative  working  capital of $2,558,049.
The negative working capital  consists  primarily of $1,308,160 in notes payable
which are past due and  classified as a current  liability,  $165,947 of related
accrued interest and $669,500 in accounts payable, of which $145,918 was assumed
in reverse  merger in March 2002. An  additional  $397,957 is related to payroll
for management and payroll taxes past due.

The Company has been  funding  business  operations  through  bridge  financing.
Management is actively  pursuing  significant  funding to allow for execution of
business  plan.  The  majority of bridge loans will convert to equity at time of
funding.  If the Company  cannot  raise  necessary  funding the Company may have
difficulty continuing as a going concern.

RESULTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002

REVENUES

Revenues  for the year  ended  September  30,  2003 and 2002 were  $111,868  and
$182,409,  respectively and were derived  primarily from monthly internet access
fees, hardware and installation  required to establish wireless internet access.
Revenue on hardware and installation sales decreased by nearly $90,000 from 2002
to 2003, as the Company's growth rate slowed significantly in the second year as
no new markets were opened.

GROSS MARGIN

Cost of sales for the years ended  September 30, 2003 and 2002 were $157,578 and
$317,623,  respectively.  The gross profit was ($45,710) and ($135,212) or (41%)
and (74%) of revenues for the years 2003 and 2002,  respectively.  Cost of sales
included  backhaul  (access to  internet),  hardware,  credit  card  transaction
charges and installation  expenses.  Gross Profit was adversely  effected 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 the 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:

Engineering and development  costs included  salaries of IT staff and consulting
expenses for tower and relay site  locations and  depreciation.  The decrease in
engineering  and  development  costs  from  $95,698  in 2002 to  $30,626 in 2003
(excluding  depreciation)  was due primarily to salary  savings as headcount was
reduced in 2003. Depreciation in the amount of $18,275 and $21,473 for the years
ended  September 30, 2003 and 2002 on computer  equipment,  automobile and tower
sites.

General and  administrative  expenses in the amount of $563,159 and $982,523 for
the  years  ended  September  30,  2003 and 2002  included  investor  relations,
accounting  and legal fees of $248,441  and  $338,448,  respectively.  Corporate
marketing,  investor relation  consultants and $275,000 of legal fees were hired
and paid in non-cash transactions through company stock at a value of $3,183,917
and  $592,700  for the years ended  September  30, 2003 and 2002,  respectively,
which were expensed to consulting fees, administrative salaries, and legal fees.
Selling and  marketing  expenses  were $0 and $223,187,  which  included  direct
market advertising,  mailings,  marketing salaries, and commissions for 2003 and
2002,  respectively.  As the Company  recognized it could not sustain additional
sales (and  subsidizing of CPE) the sales and marketing  effort was disbanded at
the end of fiscal year 2002.

Fogiveness of debt in 2003 consisted  $13,451 in forgiveness of accounts payable
by vendors and $44,180 in forgiveness by note holders.  In 2002,  forgiveness of
debt of $74,729  was related to accounts  payable  assumed  from Dicom and later
forgiven.

Interest  expense  was  $109,463  and  $80,488  for  fiscal  year 2003 and 2002,
respectively.  There were no research and development  costs.  The resulting net
loss  for the year  ended  September  30,  2003  and  2002  was  $3,892,960  and
$2,221,724 or a $.19 and $.47 loss per share, respectively.



                                       5
<PAGE>

Non-recurring  operating activity:  The Company took a one-time charge to record
impairment  of fixed assets and  inventory  in the third  quarter of 2003 in the
amount of $68,409  ($44,669 charged to general and  administrative  expenses and
$23,740  expensed in cost of sales) and in the fourth  quarter of 2002  goodwill
was impaired in the amount of $165,172.

Cash Requirements

As of September 30, 2003,  Reality had $2,148 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

Expected Purchase or Sale of Plant and Significant Equipment

None.

Expected Significant changes in number of employees

The  Company  plans  to  employ  0  employees  by  September  30,  2004,  as all
operational activity has been outsourced to a separate company,  Wavepipe (owned
100% by Brent Haines, director of Reality Wireless Networks.).

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

We adopted  revenue  recognition  policies to comply  fully with the guidance in
Staff   Accounting   Bulletin  No.  101,   "Revenue   Recognition  in  Financial
Statements."  Revenue  consists  primarily  of  monthly  internet  access  fees,
hardware  and  installation  required to  establish  wireless  internet  access.
Monthly  fees are  recognized  in month  service is provided  and  hardware  and
installation  revenue are recognized when internet  access has been  established
and customer is able to use services.

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 Wireless recorded an impairment of fixed assets and inventory during the
year ended  September 30, 2003 and goodwill  during the year ended September 30,
2002 based on management's assessment of future cashflows.

                                       6

<PAGE>

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,  2003,  and the  related  statements  of  operations,
stockholders' equity, and cash flows for each of the two years then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with 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, 2003,  and the results of its  operations and its cash flows
for each of the two years then ended, 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 $3,892,960 for the
year ended  September  30, 2003 and has a capital  deficit of  $6,339,203  as of
September 30, 2003. 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 23, 2003


<PAGE>


                         REALITY WIRELESS NETWORKS, INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003

                                     ASSETS

Current assets:
  Cash                                                              $     2,148
                                                                    -----------
    Total current assets                                                  2,148

Fixed Assets, less accumulated depreciation of $75,984                    9,140

                                                                    -----------
                                                                    $    11,288
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                  $   669,500
  Accrued payroll                                                       195,550
  Accrued payroll taxes                                                 202,407
  Accrued interest                                                      165,947
  Accrued expenses                                                       18,633
  Notes payable                                                       1,308,160
                                                                    -----------
    Total current liabilities                                         2,560,197
                                                                    -----------


Stockholders' deficit:
Preferred stock, no par value, 100,000,000 and 500,000,
  respectively shares authorized: none issued and outstanding                --
Common stock, $.001 par value, 500,000,000 shares authorized:
  52,022,838 shares issued and outstanding                               52,022
  Capital stock receivable                                                 (797)
  Additional paid in capital                                          3,739,069
  Accumulated deficit                                                (6,339,203)
                                                                    -----------
    Total stockholders' deficit                                      (2,548,909)
                                                                    -----------
                                                                    $    11,288
                                                                    ===========

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


                                      F-1
<PAGE>

                         REALITY WIRELESS NETWORKS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002


                                                 2003               2002
                                             ------------       ------------
Revenue                                      $    111,868       $    182,409
Cost of sales                                     157,578            317,621
                                             ------------       ------------

Gross loss                                        (45,710)          (135,212)

Engineering and development                        48,900            117,171
Selling and marketing                                  --            223,187
General and administrative                        563,159            982,523
Non-cash consulting expense                     3,183,917            592,700
Forgiveness of debt                               (57,632)           (74,729)
Gain on disposition of asset                         (558)                --
Provision for asset impairment                    165,172
                                             ------------       ------------
                                                3,737,786          2,006,024
                                             ------------       ------------

Loss from operations                           (3,783,496)        (2,141,236)

Other expense:
Interest expense, net                            (109,464)           (80,488)
                                             ------------       ------------
                                                 (109,464)           (80,488)
                                             ------------       ------------

                                             ------------       ------------
Net loss                                     $ (3,892,960)      $ (2,221,724)
                                             ============       ============

Basic and diluted loss per common share      $      (0.19)      $      (0.47)
                                             ============       ============

Weighted Average Shares                        20,967,548          4,696,817
                                             ============       ============


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

                                      F-2
<PAGE>

                         REALITY WIRELESS NETWORKS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002

                                                           2003         2002
                                                        ----------   ----------
Cash flows from operating activities:
  Net loss                                              (3,892,960)  (2,221,724)
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Depreciation and amortization                           18,275       21,473
    Impairment of fixed assets and inventory                68,409      165,172
    Lease forgiveness in excess of asset value                (558)
    Merger with Dicom                                           --     (224,467)
    Common stock issued for services                     3,183,917      592,700
  Changes in operating assets and liabilities
    Accounts receivable                                      4,399       (5,242)
    Inventory                                                8,746      159,167
    Prepaids and other current assets                        1,200        3,929
    Accounts payable                                       162,452      481,156
    Accrued expenses                                       209,591      377,877
                                                        ----------   ----------
        Net cash used in operating activities             (236,529)    (649,959)
                                                        ----------   ----------

Cash flows from investing activities:
  Purchase of equipment                                         --      (20,824)
                                                        ----------   ----------

Cash flows from financing activities:
  Stock issued for cash
  Proceeds from issuance of notes payable                  261,000      689,354
  Principal payments under capital leases payable          (25,723)     (15,171)
                                                        ----------   ----------
        Net cash provided by financing activities          235,277      674,183
                                                        ----------   ----------

Net increase (decrease) in cash                             (1,252)       3,400
Cash at beginning of period                                  3,400           --
                                                        ----------   ----------
Cash at end of period                                        2,148        3,400
                                                        ==========   ==========

Cash paid for:
  Interest                                                      --       25,263


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


                                      F-3
<PAGE>

               REALITY WIRELESS NETWORKS, INC.
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                  Common Stock          Additional
                                         ---------------------------     Paid in      Subscription   Accumulated
                                             Shares        Amount        Capital       Receivable       Deficit            Total
                                         ------------   ------------   ------------   ------------   ------------     ------------
<S>                                      <C>            <C>            <C>            <C>            <C>              <C>
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)        (224,467)

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

Common stock issued for services              194,901            195        295,505             --             ~~          295,700

Stock options issued for services                  --             --        297,000             --             ~~          297,000

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

Proceed from stock subscription                    --             --             --              3             ~~                3

Net loss                                           --             --             --             --     (2,221,724)      (2,221,724)
                                         ------------   ------------   ------------   ------------   ------------     ------------

Balances at September 30, 2002              5,042,504          5,042        588,510           (797)    (2,446,243)      (1,853,488)
                                         ------------   ------------   ------------   ------------   ------------     ------------

Stock  issued for services                 46,980,334         46,980      3,136,936             --             ~~        3,183,916

Expenses paid for Company by Directors                            ~~             ~~         13,623             ~~           13,623

Net loss                                           --             --             --             --     (3,892,960)      (3,892,960)

                                         ------------   ------------   ------------   ------------   ------------     ------------
Balances at September 30, 2003             52,022,838   $     52,022   $  3,739,069   $       (797)  $ (6,339,203)    $ (2,548,909)
                                         ============   ============   ============   ============   ============     ============
</TABLE>


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



                                      F-4
<PAGE>

                         REALITY WIRELESS NETWORKS, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of Business

Reality Wireless was incorporated on August 28, 2001 under the laws of the state
of Delaware.  The Company is a wireless  Internet  service  provider in Southern
California.

Revenue Recognition

Revenue is  recognized  based  upon the date the  wireless  internet  service is
provided.

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.

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 methodfor 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 Wireless recorded an impairment of fixed assets and inventory during the
year ended  September 30, 2003 and goodwill  during the year ended September 30,
2002 based on management's assessment of future cashflows.


                                      F-5
<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
StockI ssued 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.

The company did not issue any options during fiscal 2003 and as of September 30,
2003 there were no options outstanding.

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, 2003 and 2002,  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 - GOING CONCERN

The financial  statements have been prepared assuming that Reality will continue
as a going concern.  Reality has a significant  accumulated  deficit and working
capital  deficiency at September 30, 2003 and is unable to meet its  obligations
as they come due; all of which raise  substantial  doubt about Reality's ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments  relating to the recoverability and classification of recorded asset
amounts  or to the  amounts  and  classification  of  liabilities  that might be
necessary should Reality be unable to continue as a going concern.

The  continued  support of  Reality's  creditors,  lenders and  shareholders  is
required in order for Reality to continue as a going concern. Management's plans
to support Reality's  operations include borrowing  additional funds and raising
additional  capital.  Reality's inability to obtain additional capital or obtain
such  capital on  favorable  terms could have a material  adverse  effect on its
financial   position,   results  of  operations  and  its  ability  to  continue
operations.

NOTE 3 - 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 $6,100,000 at September 30, 2003, and will expire in various years
through 2023


<PAGE>

NOTE 4 - NOTES AND CAPITAL LEASES PAYABLE

Realty  Wireless has various notes payable and capital  leases  payable,  all of
which are in default at September 30, 2003.  Reality  accrues  interest at rates
ranging from 5% to 10% on all outstanding debt.

$190,000 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.

Notes totaling  $160,000 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.

Notes totaling  $606,000 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.

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.

Capital leases totalling $76,986 in default.

No value has been  assigned  to the  beneficial  conversion  features on certain
convertible  promissory  notes at September 30, 2003 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 5 - PREFERRED STOCK

On  March  27,  2002,  Reality's  Board  of  Directors  created  and  authorized
500,000shares 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, 2003.

NOTE 6 - COMMON STOCK

On April 24,  2002 the Board of  Directors  of  Reality  Wireless  authorized  a
one-for-two  stock  split  of  the  Reality  Wireless  common  stock.  On May 7,
stockholders  of record  received one share for every two shares of common stock
held of record on  April27,  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.

During fiscal 2003 and 2002 Reality Wireless issued  46,980,334 shares valued at
$3,183,917  and  97,101  shares  valued at  $246,800  for  payment  of legal and
consulting fees, respectively.

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.


                                      F-6
<PAGE>

NOTE 7 - WARRANTS

In  connection  with  the  $75,000  convertible  promissory  note,  the  Company
issued150,000  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.

In connection  with the majority of  convertible  promissory  notes entered into
during  fiscal  2003 and 2002,  Reality  Wireless  issued  792,354  and  632,354
warrants, respectively, 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 8 - 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 2003 and 2002, 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, 2003 there were no options outstanding.

NOTE 9 - RELATED PARTY TRANSACTIONS

During  fiscal 2003,  all  receivables  are being  processed  and collected by a
company  owned by a director  and  stockholder  of Reality.  All  proceeds  from
revenues  generated  are received by this related  company and are used to cover
the expenses  associated with the cost of revenue and  administrative  functions
performed by the related party.



                                      F-7
<PAGE>


NOTE 10 - SUBSEQUENT EVENTS

On October 6, 2003,  14,820,000  shares were issued for consulting  services and
legal work. The value of services will be valued at stock price on date issued.

On October 23, 2003, 1,000,000 shares were issued for consulting  services.  The
value of services will be valued at stock price on date issued.

On October 28, 2003,  Reality  Wireless  entered  into an Agreement  and Plan of
Merger with Orange Soda,  Inc. (a Delaware  corporation).  Pursuant to agreement
Reality  Wireless also assumed,  jointly and severally  with Orange Soda, all of
the obligations and  responsibilities  of Orange Soda in connection with certain
convertible  debentures  executed  by Orange Soda prior to the merger  that,  by
virtue of the merger,  convert  into  41,000,000  shares of the common  stock of
Reality Wireless.

On December 3, 2003,  45,333,000 shares were issued for consulting  services and
legal work. The value of services will be valued at stock price on date issued.

On December 9, 2003, 2,000,000 shares were issued for consulting  services.  The
value of services will be valued at stock price on date issued.




                                      F-8
<PAGE>

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

None.

Item 8A - Controls and Procedures

The Company  maintains  disclosure  controls and procedures that are designed to
ensure that information  required to be disclosed in the Company's  Exchange Act
reports is recorded, processed,  summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and  communicated  to the Company's  management,  including its Chief  Executive
Officer/Chief  Financial  Officer,  as  appropriate,  to allow timely  decisions
regarding  required  disclosure  based closely on the  definition of "disclosure
controls and  procedures"  in Rule  13a-14(c).  In designing and  evaluating the
disclosure controls and procedures,  management recognized that any controls and
procedures,  no  matter  how  well  designed  and  operated,  can  provide  only
reasonable assurance of achieving the desired control objectives, and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship of possible controls and procedures.

At the end of the period covered by this Annual Report,  the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's  Chief  Executive  Officer/Chief  Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure controls and procedures.  Based on the foregoing, the Company's Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  were effective to ensure that all material
information  required to be filed in this  Annual  Report has been made known to
them in a timely fashion.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect the internal controls subsequent
to the date the Company completed its evaluation.

                                    Part III

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

VICTOR ROMERO:  PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

         Mr. Romero,  51, is currently serving as President of Reality Wireless.
Prior to this he 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.  Mr. Romero has served as a
director and officer since February 2002.

RICK RAMIREZ:  DIRECTOR

         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. Mr. Ramirez has served as a director and officer since April 2002.

BRENT HAINES:  DIRECTOR

         Mr. Haines,  34, currently a director and the Chief Technology  Officer
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 has served
as a director and officer since March 2002.

TERRY BYRNE:  DIRECTOR


                                       7
<PAGE>

         Mr. Byrne,  45, is President of Bartholomew  International  Investments
and has served in this capacity since 2000,  specializing in corporate  finance,
mergers and acquisitions.  From 1995 to 1999, Mr. Byrne was the CEO of The Tirex
Corp., an environmental recycling equipment manufacturer. From 1992 to 1995, Mr.
Byrne was a freelance  financial  consultant in the high tech sector.  Mr. Byrne
received his Bachelors Degree in Economics from Villanova University,  1980. Mr.
Byrne has served as a director since April 2003.


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

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  September  30,  2003 and 2002,  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  September  30, 2003 and 2002.  No
other executive officer received more than $73,000 in annual compensation.

Reality Wireless Networks


<TABLE>
<CAPTION>
                                                                                # OF OPTIONS      COMPENSATION IN     # OF OPTIONS
NAME                     TITLE                           COMPENSATION IN 2003  GRANTED IN 2003        2002 (1)      GRANTED IN 2002
----                     -----                           --------------------  ---------------        --------      ---------------
<S>                                                        <C>                       <C>           <C>      <C>            <C>
Victor Romero  Acting President, Director                  $      -                  0             $ 73,000 (2)            0
Rick Ramirez   EVP Business Development, Director          $ 48,000(4)               0             $ 44,000 (3)            0
Brent Haines   Director                                    $      -                  0             $ 16,000 (4)            0
</TABLE>


(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 16, 2003.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                           Name and address                   Number of Shares          Percentage of
Title of class             of beneficial owner                of Common Stock           Common Stock(1)
-------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                       <C>
Common Stock               Rick Ramirez                       928,334 Shares            0.6%
                           120 W. Campbell Ave., Suite E
                           Campbell, California 95008

Common Stock               Brent Haines                       8,956,668 Shares          5.7%
                           120 W. Campbell Ave., Suite E
                           Campbell, California 95008

Common Stock               Victor Romero                      6,210,000 Shares          4%
                           120 W. Campbell Ave., Suite E
                           Campbell, California 95008

Common Stock               The Otto Law Group, PLLC           18,562,749 Shares         11.9%
                           900 4th Avenue, Suite 3140
                           Seattle, Washington  98164

Common Stock               Bartholomew International
                           Investments Limited, Inc.          15,000,000                9.6%
                           216 Hidden Pines Drive
                           Panama City, FL  32408

Common Stock               HEM Mutual Assurance               41,000,000                26.2%
                           Gottbetter & Partners, LLP.
                           488 Madison Avenue, 12th Floor
                           New York, New York  10022

Common Stock               Daedalus Ventures, Inc.            16,500,000                10.6%

-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       8
<PAGE>

(1)      Based on a total of  156,175,883  shares of the Company's  common stock
         issued and  outstanding as of December 16, 2003. 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.

None.

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.

During the period ended  September  30, 2003,  the Company  filed the  following
reports on Form 8-K:

------------------------------------- ------------------------------------------
Date of Event Reported                Items Reported
------------------------------------- ------------------------------------------
November 17, 2003                     2 and 7
------------------------------------- ------------------------------------------
November 12, 2003 (8-K/A)             2 and 7
--------------------------------------------------------------------------------

Item 14 - Principal Accountant Fees and Services

Malone  &  Bailey,  PLLC,  Certified  Public  Accountants,   are  the  Company's
independent  auditors to examine the financial statements of the Company for the
fiscal years ended  September 30, 2002 and September 30, 2003.  Malone & Bailey,
PLLC has performed the following  services and has been paid the following  fees
for these fiscal years.

AUDIT FEES

Malone & Bailey,  PLLC was paid aggregate fees of approximately  $14,400 for the
fiscal year ended  September 30, 2002 and  approximately  $15,550 for the fiscal
year ended September 30, 2003 for professional  services  rendered for the audit
of the  Company's  annual  financial  statements  and  for  the  reviews  of the
financial  statements  included  in  Company's  quarterly  reports on Form 10QSB
during these fiscal years.



                                       9
<PAGE>

AUDIT -RELATED FEES

Malone & Bailey, PLLC was not paid any additional fees for the fiscal year ended
September 30, 2002 and  September  30, 2003 for  assurance and related  services
reasonably  related to the  performance  of the audit or review of the Company's
financial statements.

TAX FEES

Malone & Bailey, PLLC was not paid any aggregate fees for the fiscal years ended
September 30, 2002 and September 30, 2003 for professional services rendered for
tax compliance, tax advice and tax planning.

OTHER FEES

Malone &  Bailey,  PLLC was paid for  other  professional  services  related  to
issuance of S8 filings and other  miscellaneous  services during the fiscal year
ended September 30, 2002 approximately $650 and approximately  $2,225 for fiscal
year ended September 30, 2003.



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 29, 2003                /s/
                                        -----------------------------------
                                        Principal Executive Officer, Director





                                       10
<PAGE>


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.


NAME AND SIGNATURE         TITLE                            DATE



/s/                        Principal Executive Officer      December 29, 2003
-------------------------
Victor Romero




/s/                        Director                         December 29, 2003
-------------------------
Terry Byrne




/s/                        Director                         December 29, 2003
-------------------------
Brent Haines



                                       11

<PAGE>
<TABLE>
<CAPTION>
------------------------------------- ----------------------------------- -----------------------------------
<S>                                   <C>                                 <C>
Exhibit                               Title                               Location
------------------------------------- ----------------------------------- -----------------------------------
2.1                                   Merger Agreement                    8-K filed 11/12/03
------------------------------------- ----------------------------------- -----------------------------------
3                                     Articles of Incorporation           10-SB Filed on June 15, 1999
------------------------------------- ----------------------------------- -----------------------------------
3.1                                   Bylaws                              10-SB Filed on June 15, 1999
------------------------------------- ----------------------------------- -----------------------------------
3.2                                   Certificate of Amendment to         10-QSB filed
                                      Articles of Incorporation
------------------------------------- ----------------------------------- -----------------------------------
3.3                                   Certificate of Amendment to         10-KSB Filed on April 15, 2002
                                      Articles of Incorporation
------------------------------------- ----------------------------------- -----------------------------------
3.4                                   Certificate of Amendment to         8-K Filed on May 3, 2002
                                      Articles of Incorporation
------------------------------------- ----------------------------------- -----------------------------------
4.1                                   Convertible Debenture Purchase      Attached
                                      Agreement, and exhibits thereto
------------------------------------- ----------------------------------- -----------------------------------
21.1                                  Subsidiaries of the Registrant      Attached
------------------------------------- ----------------------------------- -----------------------------------
31.1                                  Certification by Principal          Attached
                                      Executive Officer
------------------------------------- ----------------------------------- -----------------------------------
31.2                                  Certification of Principal          Attached
                                      Financial Officer
------------------------------------- ----------------------------------- -----------------------------------
32                                    Certifications of Principal         Attached
                                      Executive and Financial Officer
                                      Pursuant to 906
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>