<PAGE>

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

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

                                  FORM 10-QSB/A

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

                  FOR THE QUARTERLY PERIOD ENDED June 30, 2003
                 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)

                                 P.O. Box 112626
                           Campbell, California 95011
          (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  ___

         The number of issued and outstanding shares of the Registrants Common
Stock, $0.001 par value, as of August 7, 2003, was 92,729,897


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

<PAGE>

                         Reality Wireless Networks, Inc.

<TABLE>
<CAPTION>

                                                                                                 Page
                                                                                                 ----
<S>     <C>                                                                                       <C>
PART I - Financial Information

Item 1.  Financial Statements:

         Consolidated Balance Sheets at June 30, 2003 and September 30, 2002
         Consolidated Statements of Operations for the three and nine months ended June 30, 2003 and  2002
         Consolidated Statements of Cash Flows for the nine months ended June 30, 2003 and 2002
         Notes to Consolidated Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 3.  Controls and Procedures

PART II - Other Information

Item 1.  Legal Proceedings.

Item 2.  Changes in Securities.

Item 3.  Defaults Upon Senior Securities.

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

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K.

Signatures

</TABLE>


                                       2

<PAGE>





PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements-

                                       3
<PAGE>

                         REALITY WIRELESS NETWORKS, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                         June 30,         September 30,
                                                                                          2003               2002
                                                                                      (unaudited)
                                                                                      -----------       -----------
                                     ASSETS

Current assets:
<S>                                                                                   <C>               <C>
  Cash                                                                                $       107       $     3,400
  Accounts receivable - trade                                                                   0             4,399
  Inventory                                                                                 2,000            32,487
  Other current assets                                                                          0             1,200
                                                                                      -----------       -----------
    Total current assets                                                                    2,107            41,486

Fixed Assets, less accumulated depreciation of $83,558 and $21,473, respectively           25,659            85,549
Goodwill                                                                                        0
                                                                                      -----------       -----------
                                                                                      $    27,766       $   127,035
                                                                                      ===========       ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                                                    $   546,559       $   507,051
  Accrued payroll                                                                         195,550           119,112
  Accrued payroll taxes                                                                   202,407           185,411
  Accrued interest                                                                        132,645            58,434
  Accrued expenses                                                                         25,633            21,417
  Current portion of notes and capital leases payable                                   1,290,336           985,569
                                                                                      -----------       -----------
    Total current liabilities                                                           2,393,130         1,876,994
                                                                                      -----------       -----------

Long term portion of notes payable and capital leases                                      31,305           103,529

Stockholders' equity (deficit):
  Preferred stock, no par value, 100,000,000 and 500,000, respectively
     shares authorized: none issued and outstanding                                             0                 0
  Common stock, $.001 par value, 500,000,000 and 25,000,000 shares authorized:
     22,041,563 and 5,042,000 shares issued and 11,834,504 and 5,042,000
     outstanding, respectively                                                             11,834             5,042
  Capital stock receivable                                                                   (797)             (797)
  Additional paid in capital                                                            1,756,220           588,510
  Accumulated deficit                                                                  (4,163,926)       (2,446,243)
                                                                                      -----------       -----------
    Total stockholders' equity (deficit)                                               (2,396,669)       (1,853,488)
                                                                                      -----------       -----------
                                                                                      $    27,766       $   127,035
                                                                                      ===========       ===========
</TABLE>


See accompanying summary of accounting policies and notes to financials


                                       4
<PAGE>

                         REALITY WIRELESS NETWORKS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three months ended                    Nine months ended
                                                      -------------------------------       -------------------------------
                                                      June 30, 2003     June 30, 2002      June 30, 2003      June 30, 2002
                                                      ------------       ------------       ------------       ------------
<S>                                                   <C>                <C>                <C>                <C>
Revenue                                               $     34,948       $     47,816       $     94,699       $    135,317
Cost of sales                                               48,386             84,431            104,296            288,063
                                                      ------------       ------------       ------------       ------------

Gross margin                                               (13,438)           (36,615)            (9,597)          (152,746)

Engineering and development                                 12,261             36,665             48,043             99,355
Selling and marketing expenses                                  --             60,469                 --            182,803
General and administrative                                 955,571            357,661          1,583,881            849,643
                                                      ------------       ------------       ------------       ------------
                                                           967,832            454,795          1,631,924          1,131,801
                                                      ------------       ------------       ------------       ------------

Income (loss) from operations                             (981,270)          (491,410)        (1,641,521)        (1,284,547)

Other income (expense):
Forgiveness of debt                                             --             27,617                 --             74,729
Interest expense, net                                      (25,902)           (23,077)           (76,162)           (35,855)
                                                      ------------       ------------       ------------       ------------
                                                           (25,902)             4,540            (76,162)            38,874
                                                      ------------       ------------       ------------       ------------

Net income (loss)                                     $ (1,007,172)      $   (486,870)      $ (1,717,683)      $ (1,245,673)
                                                      ============       ============       ============       ============

Basic and diluted income (loss) per common share      $      (0.09)      $      (0.09)      $      (0.15)      $      (0.24)
                                                      ============       ============       ============       ============

Weighted Average Shares                                 11,834,504          5,148,763         11,834,504          5,148,763
                                                      ============       ============       ============       ============
</TABLE>

See accompanying summary of accounting policies and notes to financials


                                       5
<PAGE>

                         REALITY WIRELESS NETWORKS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Nine months ended
                                                              -----------------
                                                        June 30, 2003   June 30, 2002
                                                        -------------   -------------


Cash flows from operating activities:
<S>                                                      <C>              <C>
  Net income (loss)                                      (1,717,683)      (1,245,673)
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Depreciation and amortization                            17,416           24,101
    Impairment of fixed assets and inventory                 68,409               --
    Common stock issued for services                      1,174,500          103,900
  Changes in operating assets and liabilities
    Accounts receivable                                       4,399           16,256
    Inventory                                                 6,747          149,610
    Prepaids and other current assets                         1,200          (53,610)
    Accounts payable                                         13,205          431,390
    Accrued expenses                                        171,861               --
                                                         ----------       ----------
        Net cash used in operating activities              (259,946)        (574,026)
                                                         ----------       ----------

Cash flows from investing activities:
  Purchase of equipment                                          --          (15,349)
  Proceeds from sale of assets                               (2,195)              --
                                                         ----------       ----------
        Net cash used in investing activities                (2,195)         (15,349)
                                                         ----------       ----------

Cash flows from financing activities:
  Stock issued for cash
  Proceeds from issuance of notes payable                   261,000          617,000
  Principal payments under capital leases payable            (2,152)         (27,286)
                                                         ----------       ----------
        Net cash provided by financing activities           258,848          589,714
                                                         ----------       ----------

Net increase in cash and cash equivalents                    (3,293)             339
Cash and cash equivalents at beginning of period              3,400               --
                                                         ----------       ----------
Cash and cash equivalents at end of period                      107              339
                                                         ==========       ==========

Cash paid for:
  Interest                                                       --           20,703
</TABLE>


See accompanying summary of accounting policies and notes to financials


                                       6
<PAGE>



                            REALITY WIRELESS NETWORKS
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2003


Note 1:Presentation

The accompanying unaudited interim financial statements of Reality Wirelss
Networks, Inc. ("Reality") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
the Company's Annual Report filed with the SEC on Form 10-KSB. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim are not necessarily indicative of the results
to be expected for the full year. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial
statements for fiscal year end September 30, 2002 as reported in the 10-KSB have
been omitted.

Note 2 - Reverse Merger

On March 5, 2002, Reality Networks, Inc. ("RWNT") entered into an Asset Purchase
Agreement with Dicom Imaging Systems, Inc. ("Dicom"). In March 2002, the Asset
Purchase Agreement became effective (the Purchase Agreement). In accordance with
the Purchase Agreement, Dicom changed its name to Reality Wireless Networks, Inc
("Reality'). Pursuant to the Purchase Agreement, all of the outstanding common
shares of RWNT were exchanged for 8,449,320 shares of Reality. The transaction
was regarded as a reverse merger whereby Reality was considered to be the
accounting acquirer as it retained control of Dicom after the Purchase
Agreement.

Note 3 - Stockholders' Equity (Deficit)

On June 18, 2003, the board of directors approved an amendment to the Articles
of Incorporation of the Corporation increasing the number of shares the
Corporation is authorized to issue Six Hundred Million (600,000,000) shares
consisting of:

(a)      500,000,000 shares of common stock, $0.001 par value per share ("Common
         Stock");
(b)      100,000,000 shares of blank check preferred stock, $0.001 par value per
         share ("Blank Check Preferred Stock");

The board of directors is authorized to deterimine the rights and preferences of
the preferred stock.

On April 30, 2003 5,062,000 shares of common stock were issued for consulting
services, legal work and an employment agreement. The value of the stock on that
date for these shares is $759,300 of which $654,300 was expensed for consulting
services, $75,000 for legal work and $30,000 as salary expense.

On May 19, 2003 10,000,000 shares of common stock were issued to Ischian
Holdings Ltd. On July 2, 2003 an additional 30,000,000 shares of common stock
were issued to Ischian Holdings Ltd. All 40,000,000 shares were held in escrow
and were offered for $500,000. Because the transaction never closed, these
shares are reflected as issued but not outstanding at June 30, 2003. On or
around August 11, 2003, the shares were returned to treasury and will be
cancelled.

Note 4 - Subsequent Events

On July 2, 2003 500,000 shares were issued for services rendered. On July 11,
2003 40,188,334 shares were issued for consulting services, legal work and an
employment agreement. The value of services will be valued at stock price on
date issued.



                                       7
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-looking Statements

Certain statements in this Quarterly Report on Form 10-QSB, 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.

GENERAL OVERVIEW

Reality was incorporated in the state of Nevada on March 19, 1999. On March 5,
2002 the Company entered into an asset purchase agreement with Reality Networks,
Inc. a Delaware corporation. 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.

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"). 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 in (i) reducing
Company's liabilities and (ii) working capital and general corporate purposes.


RESULTS OF OPERATIONS

Significant prior year variances resulted from reverse merger on March 5, 2002,
consequently prior year historicals only contain 117 days of activity.

Retail sales for the three months ended June 30, 2003 and 2002 were $34,948 and
$47,816, respectively. $16,000 of the difference is in hardware sales, as the
Company is not currently adding to customer base and consequently not selling
any new hardware at installation. The Company was open in two markets at the end
of the quarter. Both markets were in Northern California. The Company plans to
expand outside of Northern California upon funding.

Retail sales for the nine months ended June 30, 2003 and 2002 were $94,699 and
$135,317, respectively. Hardware sales for the first nine months of 2003 are
down $54,000 from same period in the prior year in order to conserve cash, as
customers only pay a portion of installed hardware costs and the remainder is
subsidized by the Company.

                                       8
<PAGE>

The Company's cost of sales for the three ended June 30, 2003 and 2002 were
$48,386 and $84,431, respectively. Inventory was written off to cost of sales
for $23,740 in the quarter ended June 30, 203 to account for impairment of
inventory no longer used in standard customer installations. Gross margin for
the three months ended June 30, 2002 was negatively impacted by $54,000 more
than 2003 by the customer premise equipment ("CPE") or hardware cost not fully
recovered at time of installation.

The Company's cost of sales for the nine months ended June 30, 2003 and 2002
were $104,296 and $288,063, respectively. Gross margin for the first nine months
ended June 30, 2003 including inventory impairment charge of $23,740. Gross
margin for the nine months ended June 30, 2002 was negatively impacted by
$215,000 more in CPE hardware expense than 2003, this was slightly off-set by
the incurrence of $13,000 one-time back haul expense for the Ladera market in
2003, which was not opened as anticipated, but a contract with a back haul
provider had been signed before abandoning market.

Engineering and development costs for the three months ended June 30, 2003 and
2002 were $12,261 and $36,665, respectively. These costs were primarily salary
costs for the IT technician and depreciation of node head end. Headcount in 2003
has been reduced compared to prior year, allowing for a savings of approximately
$22,000 over three months compared to the same period in prior year.

Engineering and development costs for the nine months ended June 30, 2003 and
2002 were $48,043 and $99,355, respectively. Savings of $46,000 in the first
nine months of 2003 over prior year, was a direct result of reduced headcount.

There were no sales and marketing costs for the three and nine months ended June
30, 2003 as the Company preserved cash necessary to service current customer
base. Prior year sales and marketing expenses consisted of
advertising/marketing, commissions and salaries.

General and administrative expenses for the three months ended June 30, 2003 and
2002 were $955,571 and $357,661, respectively. $59,669 of the 2003 third quarter
costs were a $14,000 write-off to bad debt of all accounts receivable and
$44,669 impairment of fixed assets to write down to salvage value, as prices for
head-end/node equipment continues to decline. An additional $47,867 in 2003 is
attributed to accelerated write-off of twelve month consulting agreement costs
with Ladenberg, to assist Company in raising next round of funding. $654,300 in
2003 is for consulting services paid for through issuance of common stock, this
is compared to consulting services totaling $66,000 in the third quarter of
2002. Legal and accounting expenses associated with the public company SEC
filings continue and total $128,000 in the third quarter of 2003 compared with
$96,000 for the same period last year. The remaining general and administrative
expenses included rent, telephones, payroll, payroll taxes and travel and
entertainment.

General and administrative expenses for the nine months ended June 30, 2003 were
$1,583,881 and $849,643, respectively. Consulting services for the first three
quarters of 2003 were $1,080,450 compared to the same period in prior year of
$133,484. $1,167,708 of the expense in 2003 was paid through issuance of common
stock compared with $103,99 during the same period in 2002. Additionally, salary
costs decreased in 2003 $113,000 over prior year, as management expenses are
kept at a minimum.

Net loss for the three months ended June 30, 2003 and 2002 was $1,007,172 and
$486,870, respectively. Interest expense incurred for the three months ended
June 30, 2003 and 2002 was $25,902 and $23,077, respectively accrued primarily
for bridge financing received to date. Forgiveness of debt for the three months
ended June 30, 2002 was $27,617, as compared to $0 for the third quarter of
2003.

Net loss for the nine months ended June 30, 2003 and 2002 was $1,717,683 and
$1,245,673, respectively. Interest expense incurred for the first three quarters
of 2003 and 2002 was $76,162 and $35,855, respectively accrued primarily for
bridge financing received to date. Forgiveness of debt for the nine months ended
June 30, 2002 was $74,729 and attributable to adjustment to accounts payable
assumed from Dicom Imaging Systems, Inc., as compared to $0 for the same period
in 2003.


                                       9
<PAGE>

Liquidity and Capital Resources

At June 30, 2003, the Company had negative working capital of $2.4 million.
$1.25 million of this is attributable to bridge financing short-term notes, of
which the majority will convert into equity upon funding.

For the nine months ended June 30, 2003 and 2002, cash used in operations was
$259,946 and $574,026, respectively, primarily related to net loss incurred, but
off-set slightly by increases in accounts payable and acrrued expenses of
$197,412 and $543,646, for the nine months ended June 30, 2003 and 2002,
respectively.

Net cash provided by financing activities was $258,848 and $589,714 for the nine
months ended June 30, 2003 and 2002, respectively. 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.

Factors That May Affect Future Results

Competition: The broadband internet access industry is highly competitive and
requires constant investment in research and development expenditures in order
to keep pace with technology and competitors' products. The success of the
Company depends upon its ability to go into markets and establish a base level
of customers that will cover costs of opening and maintaining a market. If the
Company is unable to compete effectively or acquire additional financing to fund
future research and development and deployment expenditures, it would have a
materially adverse effect on the company's business operations and the Company
would not be unable to continue marketing and developing products

Dependence Upon External Financing: The Company has been building its business
through revenues generated from operations supplemented by the sale of its
common stock. The ability of the Company to continue its growth and expand its
business is dependent upon the ability of the Company to raise additional
financing either through the issuance of additional stock or the incurrence of
debt.

Item 3.  CONTROLS AND PROCEDURES

(a) Based upon an evaluation by our President and principal Financial Officer
within 90 days prior to the filing date of this Quarterly- Report on Form 10-Q.
It has been concluded that our disclosure controls and procedures as defined in
Rule 13a-14(c) under the Securities Exchange Act of 1934, as amended, are
effective for gathering, analyzing and disclosing the information we are
required to disclose in our reports filed under such Act.

(b) There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation referred to above.



                                       10
<PAGE>



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

On December 24, 2002, Greenlight Communications, Inc., ("Greenlight") filed a
complaint in the Superior Court of California for the County of Orange alleging
that the Company owed debts in the amount of $5,951. On January 28, 2003
judgment was granted to Greenlight in the amount of $6,105 (including costs on
plaintiff's claim and issuance fees for writ).

Item 2.  Changes in Securities.

On or around April 30, 2003, the Company issued shares of common stock of the
Company as follows: (A) Pursuant to consulting agreements between (i) Titan
Advantages LTD ("Titan") and the Registrant - eighty-four thousand, seven
hundred twenty-seven (84,727) shares of common stock, (ii) Donald Gross
("Gross") - two hundred twenty-seven thousand, two hundred seventy-three
(227,273) shares of common, (iii) Artco Enterprises ("Artco") - one million
(1,000,000) shares of common stock, (iv) Robert Gray ("Gray") - seven hundred
thousand (700,000) shares of common stock, (v) Nassau Consultants ("Nassau") -
nine hundred thousand (900,000) shares of common stock, (vi) N-Layer
Tele-Consultants ("N-Layer") - fifty thousand (50,000) shares of common stock,
(vii) Bruce D. Campbell ("Campbell") - one hundred thousand (100,000) shares of
common stock, (viii) Evander Evans ("Evans") - one hundred thousand (100,000)
shares of common stock, (ix) Erin Steiner ("Steiner") - one hundred thousand
(100,000) shares of common stock, and (xi) Robert Zimmerman ("Zimmerman") - one
hundred thousand (100,000) shares of common stock of the Company to be issued to
Zimmerman; (B) Pursuant to the Employment Agreement (the "Employment Agreement")
between Victor Romero ("Romero") and the Company, the Company issued two hundred
thousand (200,000) shares of the Company's common stock to Romero; (C) Pursuant
to the amended consulting agreement (the "Consulting Agreement") between
Terrence Byrne ("Byrne") and the Registrant, the Company issued one million
(1,000,000) shares of common stock to Byrne in exchange for consulting services;
and (D) Pursuant to the engagement agreement (the "Engagement Agreement")
between The Otto Law Group, PLLC ("OLG") and the Company, the Company issued
five hundred thousand (500,000) shares of the Company's common stock to OLG.

On or around July 11, 2003, the Company issued shares of common stock of the
Company as follows: (A) Pursuant to the Engagement Agreement between OLG the
Registrant, the Company issued four million (4,000,000) shares of the Company's
common stock to OLG; (B) Pursuant to the Employment Agreement between Romero and
the Company, the Company issued five million six hundred sixty thousand
(5,660,000) shares of the Company's common stock; and (C) Pursuant to the
consulting services agreements between the Company and (i) Kevin Evans the
Company issued two million (2,000,000) shares of common stock (ii) Mychael
Margott ("MM") - two million (2,000,000) shares of common stock of the Company,
(iii) Brent Haines ("BH") - seven million five hundred twenty eight thousand
three hundred thirty four (7,528,334) shares of common stock, (iv) Saratoga
Capital Partners, Inc. ("SCP") - two million five hundred thousand (2,500,000)
shares of common stock, (v) Daedalus Ventures, Inc. ("DV") - two million five
hundred thousand (2,500,000) shares of common stock, (vi) Aequitas Ventures
Corp. ("AC") - two million five hundred thousand (2,500,000) shares of common
stock, (vii) Nassau International Consultants, Inc. ("NIC") - two million
(2,000,000) shares of common stock of the Company, (viii) Terry Byrne ("TB") -
five hundred thousand (500,000) shares of common stock, (ix) T.T. Byrne Capital
Investments, Inc. ("TT") - three million (3,000,000) shares of common stock, (x)
Bartholomew International Investments Limited, Inc. ("BIIL") - three million
(3,000,000) shares of common stock, and (xi) Darla Sapone ("DS") - three million
(3,000,000) shares of common stock.

On May 5, 2003, the Company issued 500,000 shares of common stock of the Company
to Dennis Spina, for services rendered. The Company issued the 500,000 shares in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act.

Pursuant to the Regulation S Stock Purchase Agreement, and the Amendments
thereto, dated April 29, 2003 and June, 2003, by and between the Company and
Ischian Holdings Ltd., ("Ischian"), the Company issued 40,000,000 shares of
common stock. The sales of securities were exempt from registration pursuant to
Regulation S of the Securities Act. On or around August 11, 2003, the 40,000,000
shares issued to Ischian were tendered back to the Company and returned to
treasury. The total offering price for the securities issued to Ischian was
$500,000.


                                       11
<PAGE>

Item 3.  Defaults Upon Senior Securities.

NONE

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

On June 18, 2003, at a special meeting of the shareholders, more than 50% of the
shareholders of the Registrant voted to amend the articles of incorporation of
the Registrant (the "Articles") to increase the amount of common and preferred
stock that the Registrant is authorized to issue to 500,000,000 shares of common
stock, and 100,000,000 shares of blank check preferred stock.

Item 5.  Other Information.

The Company is currently in negotiations with Brent Haines, a member of the
Board of Directors of the Company ("Haines"), relative to an Equipment Lease
Agreement with Option to Purchase. It is contemplated that the Company will
lease certain assets from Haines (the "Assets"), and eventually purchase the
Assets from Haines upon payment to Haines of that amount necessary to release
him from any personal liability in connection with the three personal guarantees
executed by Haines as an accommodation to the Company.

In connection with the Equipment Lease Agreement with Option to Purchase, the
Company is also in negotiations with WavePipe Networks, LLC, a limited liability
company owned by Haines ("WavePipe"), pursuant to which it is contemplated that
WavePipe will manage and operate the Assets.

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits.

<TABLE>
<CAPTION>
<S>                                        <C>                                     <C>
------------------------------------------ --------------------------------------- ----------------------------------------
Exhibit Number                             Title of Document                       Location of Document
------------------------------------------ --------------------------------------- ----------------------------------------
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 Articles    10-KSB Filed on April 15, 2002
                                           of Incorporation
------------------------------------------ --------------------------------------- ----------------------------------------
3.3                                        Certificate of Amendment to Articles    8-K Filed on May 3, 2002
                                           of Incorporation
------------------------------------------ --------------------------------------- ----------------------------------------
3.4                                        Certificate of Amendment to Articles    Attached
                                           of Incorporation
------------------------------------------ --------------------------------------- ----------------------------------------
31.1                                       Certification by Principal Executive    Attached
                                           Officer
------------------------------------------ --------------------------------------- ----------------------------------------
32.1                                       Certification by Principal Financial    Attached
                                           Officer
------------------------------------------ --------------------------------------- ----------------------------------------
</TABLE>

(b)      Reports on Form 8-K.

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

<TABLE>
<CAPTION>
<S>                                                             <C>
-------------------------------------------------------------- ------------------------------------------------------------
Date of Event Reported                                         Items Reported
-------------------------------------------------------------- ------------------------------------------------------------
June 6, 2003                                                   Item 2.  Acquisition or Disposition of Assets
-------------------------------------------------------------- ------------------------------------------------------------
July 21, 2003                                                  Item 2.  Acquisition or Disposition of Assets
-------------------------------------------------------------- ------------------------------------------------------------
</TABLE>







                                       12
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                    REALITY WIRELESS NETWORKS, INC.


Dated:  August 25, 2003
                                    By: /s/ Victor Romero
                                    ------------------------------------
                                    Its:  President


Dated:  August 25, 2003
                                    By: /s/Erin Steiner
                                    ------------------------------------
                                    Its:  Principal Financial Officer





                                       13
<PAGE>