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

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED March 31, 2004
                 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)

                              7235 North Creek Loop
                              Gig Harbor, WA 98335
          (Address of principal executive offices, including zip code)

                                 (408) 626-1730
              (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 May 6, 2004,  was  426,063,871  issued and  283,401,803
outstanding

<PAGE>

                         Reality Wireless Networks, Inc.


                                                                          Page

PART I - Financial Information

Item 1.  Financial Statements:

         Consolidated Balance Sheet at March 31, 2004
         Consolidated Statements of Operations for the three and
           six months ended March 31, 2004 and 2003
         Consolidated Statements of Cash Flows for the six months
           ended March 31, 2004 and 2003
         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

<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements-



<PAGE>

                         REALTY WIRELESS NETWORKS, INC.
                          CONSOLIDATED BALANCE SHEETS


                                                             March 31,
                                                               2004
                                                            (unaudited)
                                                            -----------
        ASSETS

Current assets:
  Cash                                                             $611
                                                            -----------
    Total current assets                                            611

Fixed Assets, less accumulated depreciation of $77,558            7,569
Debt Issuance Cost, net                                          13,047
Note receivable                                                 148,000
Deposit                                                          99,500
Accrued interest receiveable                                      3,949
                                                            -----------
                                                               $272,676
                                                            ===========

        LIABILITIES AND STOCKHOLDERS DEFICIT

Current liabilities:
  Accounts payable                                             $580,738
  Accrued payroll                                               195,550
  Accrued payroll taxes                                         218,073
  Accrued interest                                              203,829
  Accrued expenses                                               18,633
  Current portion of notes and capital leases payable         1,155,960
                                                            -----------
   Total current liabilities                                  2,372,783
                                                            -----------

Convertible Debentures                                           95,000

Stockholders deficit:
  Preferred stock, no par value, 100,000,000 shares
   authorized: none issued and outstanding                            0
  Common stock, $.001 par value, 500,000,000 shares
   authorized:  260,697,171 shares issued and
   238,035,103 outstanding                                      238,035
  Common stock receivable                                          (797)
  Common stock issuable (100 shares)                                  -
  Additional paid in capital                                 10,036,224
  Deferred Expense                                           (2,705,092)
  Accumulated deficit                                        (9,763,477)
                                                            -----------
    Total stockholders deficit                              (2,195,107)
                                                            -----------
                                                               $272,676
                                                            ===========



See accompanying summary of accounting policies and notes to financials



<PAGE>

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


<TABLE>
<CAPTION>
                                                           Three months ended                         Six months ended
                                                     -------------------------------           -------------------------------
                                                        March 31,        March 31,                March 31,         March 31,
                                                          2004             2003                     2004               2003
                                                     ------------      ------------            -------------       ------------
<S>                                                  <C>                 <C>                   <C>                  <C>
Revenue                                                  $ 20,386          $ 30,924                $ 44,216           $ 59,751
Cost of sales                                              20,727            31,896                  42,932             55,910
                                                     ------------      ------------            -------------       ------------

Gross margin                                                 (341)             (972)                  1,284              3,841

Engineering and development                                   787            19,623                   1,574             35,782
Selling and marketing expenses                                  -                 -                       -                  -
General and administrative                              2,111,042           522,148               3,162,984            628,310
                                                     ------------      ------------            -------------       ------------
                                                        2,111,829           541,771               3,164,558            664,092
                                                     ------------      ------------            -------------       ------------

Loss from operations                                   (2,112,170)         (542,743)             (3,163,274)          (660,251)

Other income (expense):
Gain on sale of asset                                           -                 -                   3,989                  -
Settlement Loss                                           (31,785)                -                 (31,785)
Interest income                                             3,949                 -                   3,949                  -
Interest expense                                         (211,708)          (25,480)               (237,154)           (50,260)
                                                     ------------      ------------            -------------       ------------
                                                         (239,544)          (25,480)               (261,001)           (50,260)
                                                     ------------      ------------            -------------       ------------
Income (Loss)                                        $ (2,351,714)       $ (568,223)           $ (3,424,275)        $ (710,511)
                                                     ------------      ------------            -------------       ------------
Basic and diluted loss per common share                   $ (0.01)          $ (0.08)                $ (0.03)           $ (0.10)
                                                     ============      ============            =============       ============
Weighted Average Shares                               166,546,632         6,979,563             102,828,611          6,979,563
                                                     ============      ============            =============       ============
</TABLE>



See accompanying summary of accounting policies and notes to financials


<PAGE>

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


<TABLE>
<CAPTION>
                                                               For the six months ended March 31,

                                                                    2004                 2003
                                                                    ----                 ----
<S>                                                              <C>                    <C>
Cash flows from operating activities:
  Net loss                                                       (3,424,274)            (710,511)
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Depreciation and amortization                                     1,573               11,558
    Beneficial conversion expense                                   177,795                    -
    Common stock issued for services                              3,146,858              343,200
    Loss on debt settlement                                          31,785                    -
    Company expenses paid by Directors                               79,753                    -
  Changes in operating assets and liabilities
    Accounts receivable                                                   -              (13,317)
    Inventory                                                             -                3,839
    Prepaids and other current assets                               (13,047)             (46,668)
    Accounts payable                                                (88,761)              29,305
    Accrued expenses                                                 61,481              143,294
                                                                ------------           ----------
        Net cash used in operating activities                       (26,837)            (239,300)
                                                                ------------           ----------

Cash flows from investing activities:
  Loan disbursement on note receivable                             (148,000)                   -
  Disbursement of deposit                                           (99,500)                   -
  Proceeds from sale of assets                                            -               (2,195)
                                                                ------------           ----------
        Net cash used in investing activities                      (247,500)              (2,195)
                                                                ------------           ----------

Cash flows from financing activities:
  Stock issued for cash
  Proceeds from issuance of debt                                    350,000              261,000
  Principal payments notes payable and capital leases               (77,200)              (6,408)
                                                                ------------           ----------
        Net cash provided by financing activities                   272,800              254,592
                                                                ------------           ----------

Net increase in cash and cash equivalents                            (1,537)              13,097
Cash and cash equivalents at beginning of period                      2,148                3,400
                                                                ------------           ----------
Cash and cash equivalents at end of period                              611               16,497
                                                                ============           ==========

Cash paid for:
  Interest                                                                -                    -

</TABLE>




See accompanying summary of accounting policies and notes to financials





<PAGE>

                            REALITY WIRELESS NETWORKS
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1:Basis of Presentation and Summary of Significant Accounting Policies

The  accompanying  unaudited  interim  financial  statements of Reality Wireless
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 for the year ended
September 30, 2003.. 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,
2003 as reported in the 10-KSB have been omitted.

Revenue Recognition

The Company  follows the guidance of the  Securities  and Exchange  Commission's
Staff Accounting Bulletin 104 for revenue  recognition.  In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred,  the sales price to the customer
is  fixed  or  determinable,  and  collectability  is  reasonably  assured.  The
following  policies  reflect  specific  criteria for the revenues  stream of the
Company:  Revenues are recognized pro-rata over the service period. A customer's
credit  card is charged  at the first of the month and  revenue is earned by the
end of the month. Therefore, no deferred revenue is recorded as of month end.

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 March 31, 2004 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  currently has certain  amounts  available under a
convertible  debenture  agreement  (see Note 4).  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 - Note Receivables, Advances and Commitments


In December 2003,  Reality issued  IElement (an affiliate of the  "acquiree"-see
below) 6,333,000 shares valued at $189,990 for consulting services (see Note 5).
IElement is assisting in running day to day  operations;  including  accounting,
customer support, and troubleshooting network and service issues.

A July 18, 2003 non-binding  letter of intent with a potential merger candidate,
Integrated Communications  Consultants Corporation (the "Acquiree"),  contains a
binding clause committing the Company to provide $500,000 of bridge financing to
the Acquiree as follows:  (a)  $150,000  upon earlier of July 31, 2003 or public
announcement  of the  proposed  merger and (b) $350,000 no later than August 15,
2003.  The bridge loans are to be evidenced by  promissory  notes.  If within 90


<PAGE>

days the merger occurred, the notes would have been cancelled. If within 90 days
the  merger  has not  occurred  then the notes  become  due and  payable  with a
36-month  term  amortization  at a rate of prime  plus 3% less any  legal  costs
incurred  by the  Acquire.  As of  March  31,  2004  the  merger  had  not  been
consummated and the Company has advanced $247,500 of which $148,000 is evidenced
by a  promissory  note.  ($147,500  was funded in October  2003 and $100,000 was
funded in January  2004) These  amounts are  reflected  as notes  receivable  of
$148,000 and deposit of $99,500 in the  accompanying  balance sheet. In addition
accrued interest receivable calculated at 5% totalling $3,949 has been recorded.
The Company is  committed  for any  additional  $252,500 of bridge  financing at
March 31, 2004.  As of March 31, 2004,  Reality has not provided all of $350,000
due on August 15, 2003

Note 4 - Debt

Convertible Debentures

On October 28, 2003,  the Company  entered into an Agreement  and Plan of Merger
with Orange  Soda,  Inc. (a  Delaware  corporation).  This merger is in effect a
financing  transaction  and accounted for as a  recapitalization.  No accounting
entry was made due to the fractional  amount to be posted based on 100 shares of
the Company to be issued to the shareholders of Orange Soda. Per the acquisition
agreement  which  is  considered  to have  been  closed  by the  parties  to the
agreement,  100 shares are  issuable  to Orange  Soda.  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 five 1%
convertible  debentures in the maximum  aggregate face amount of $1,000,000 that
would mature October 2008, if executed.  The Debentures are to be funded in five
traunches as follows:  $194,000,  $150,000,  $300,000,  $350,000 and $6,000. The
$300,000  traunch  was  amended  in April  2004 to  three  lesser  traunches  of
$140,000,  $100,000 and $60,000.  In order to execute any  debenture  Reality is
required to issue  common stock to an escrow  account  with a minimum  number of
shares  in  escrow  at any  point in time  equal to 200% of the full  conversion
shares. Debentures, once issued, are convertible immediately.

The $194,000 and $6,000  debenutures  were executed and funds, net of debt issue
cost of $32,500 were received in November  2003. An interest  expense of $27,796
was recognized immediately for the imbedded beneficial conversion feature. As of
March 31, 2004 all of these $200,000 of debenutures had been converted to common
stock and the debt issue costs of $32,500 were charged to operations. On January
21, 2004,  Reality  executed  the $150,000  traunch and received net proceeds of
$129,400.  An interest  expense of $150,000 was recognized  immediately  for the
imbedded beneficial conversion feature.  Reality paid fees and expenses totaling
$20,600 related to the debentures. These fees are capitalized and amortized over
the debt term or proportionally as the debenture is converted to stock. At March
31, 2004 $95,000 remained left to be converted and $13,047 of debt issuance cost
to be amortized. This debenture matures October 27, 2008 and accrues interest at
1% per  annum,  however  in the event of default  interest  will  accrued at 15%
retroactive to date of issuance.  Conversion price will be the lesser of 150% of
fixed  conversion  price or 100% of the average of the three lowest  closing bid
prices during the forty trading days immediately preceding conversion.

Reality issued 41,000,000 shares to an escrow account related to this agreement.
As of March 31, 2004,  $255,000 had been  converted  into  18,337,932  shares of
common  stock,  leaving  22,662,068  shares  held in escrow.  The shares held in
escrow at March 31, 2004 are considered issued but not outstanding and therefore
not included in the computation of loss per share..

If, any of the debentures are  outstanding and Reality is funded an amount equal
to or exceeding  $5,000,000,  Reality is required to pay an amount equal to 150%
of the then outstanding Debentures.

Settled Notes Payable

In February  2004,  four notes  payable  totaling  $75,000 with related  accrued
interest of $11,882,  were settled  with the issuance of 5,933,333  common stock
shares with a fair  market  value at the date of  issuance  of  $.02/share.  The
issuance of shares and  settlement of debt resulted in an additional  settlement
loss expense of $31,785.

In January and February 2004, ,$40,000 and $10,000 were paid, respectively, to a
single note holder to settle entire amount owed.


<PAGE>

Notes Payable

Of the  outstanding  $1,106,174 in notes  payable;  $657,354 are, upon an equity
funding,  as  stipulated in the notes,  convertible  at holder  option,  and the
remaining $448,820 are automatically converted.


Note 5 -Common Stock

On October 8, 2003 14,820,000  shares of common stock were issued for consulting
services  and legal work.  The value of the stock on that date for these  shares
was at $.08/share or  $1,185,600,  of which $160,000 was expensed for legal work
and $793,600 was expensed year to date for  consulting  services.  The remaining
$232,000 is deferred on the balance sheet as a  contra-equity.  These shares are
registered pursuant to the Company's Registration Statement on Form S-8.

On October 23, 2003 1,000,000  shares of common stock were issued for consulting
services.  The  value  of the  stock  on that  date for  these  services  was at
$.06/share or $60,000,  of which to date $25,000 has been expensed to consulting
services.  The  remaining  $35,000  is  deferred  on  the  balance  sheet  as  a
contra-equity.

On December 3, 2003 45,333,000 shares of common stock were issued for consulting
services  and legal work.  The value of the stock on that date for these  shares
was at $.04/share  or  $1,813,320 of which  $400,000 was expensed for legal work
and  $555,547  was  expensed  to date for  consulting  services.  The  remaining
$857,773 is deferred on the balance sheet as a  contra-equity.  These shares are
registered  pursuant  to the  Company's  Registration  Statement  on  Form  S-8.
Included in the 45,333,000 were  12,000,000  shares valued at $270,000 issued to
the President of IElement for consulting services.

On December 9, 2003 2,000,000  shares of common stock were issued for consulting
services.  The  value  of the  stock  on that  date for  these  services  was at
$.03/share or $60,000,  of which $20,000 to date has been expensed to consulting
services.  The  remaining  $40,000  is  deferred  on  the  balance  sheet  as  a
contra-equity.

On  February  5,  2004,  42,713,000  shares  of common  stock  were  issued  for
consulting  services,  employment  agreements  and legal work.  The value of the
stock,  based on the quoted  trading price on date of grant which was $.02-$.03,
was  $1,190,530  in total of which  $80,000  was  expensed  for  legal  work and
$421,045 was expensed for  consulting  and  employment  services.  The remaining
$769,485 is on the balance sheet as a contra-equity deferred expense and will be
expensed over the life of the various  consulting  agreements.  These shares are
registered pursuant to the Company's Registration Statement on Form S-8.

On  February  5, 2004,  8,375,000  treasury  section  144 shares were issued for
consulting  services,  valued at grant date at $.02/share and totaling $167,500.
Entire amount was expensed.

On February 5 and 24, 2004, 5,933,333 shares of treasury section 144 were issued
as settlement of outstanding note payable. See "Settled Notes Payable" in Note 4
for more detail.

On March 17, 2004,  47,500,000 shares of common stock were issued for consulting
services and employment  agreements.  The value of the stock, based on the price
on date of grant which was  $.02-$.03/share,  was  $1,375,000  in total of which
$604,167 was expensed for  consulting  and  employment  services.  The remaining
$770,833 is deferred on the balance sheet as a  contra-equity  deferred  expense
and will be expensed over the life of the various consulting  agreements.  These
shares are registered pursuant to the Company's  Registration  Statement on Form
S-8.

Note 6 - Related Party Transactions

Beginning August 2003, all receivables were processed and collected by a company
owned by a then director and stockholder of Reality.  All proceeds from revenues
generated  were  received  by this  related  company  and were used to cover the
expenses  associated  with  the cost of  revenue  and  administrative  functions
performed by the related  party.  The amounts billed in current fiscal year were
$6,710,  $6,650,  $7,410 and $7,463  for  October  2003  through  January  2004,


<PAGE>

respectively.  Effective February 1, 2004, IElement took over from related party
the services provided to Company, under the same billing and fee arrangement.

Note 7 - Concentration

The Company has one party, IElement, who is responsible for not only all network
and customer maintenance but also all customer billing.  IElement is a potential
acquiree,  but inherent  risks are  involved  when core  company  functions  are
controlled by one entity.  In addition,  all current financing is coming through
one party.  As the Company is not yet  operating  with in a positive  cash flow,
financing  is critical  to the  success of the  Company,  and all  financing  is
currently concentrated under debenture agreement described in Note 4.

Note 8 - Subsequent Events

On April 21,  2004,  the Company  issued  43,000,000  shares of common stock for
consulting  services  and legal work.  The value of  services  will be valued at
stock price on date  granted and  recognized  over the  services  period.  These
shares are registered pursuant to the Company's  Registration  Statement on Form
S-8.

On April 21, 2004, the Company issued  2,366,700  treasury section 144 shares as
settlement in full of an outstanding $20,000 note payable plus accrued interest.

On May  6,  2004,  120,000,000  additional  shares  were  added  to  escrow  for
conversion of future debentures as described in above Note 4 under  "Convertible
Debentures."

On May 13, 2004,  Reality  executed the $200,000 traunch  ($300,000  traunch was
amended into three new notes of $160,000, $100,000 and $40,000) and received net
proceeds of $172,300. Reality paid fees and expenses totaling $27,700 related to
the debentures. Immediately $9,066 of this $200,000 was converted into 9,066,248
common shares.



<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 17, 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.

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 targeting acquisitions possessing assets to compliment current business
model,  with a solid  revenue or customer  base.  This strategy will be financed
through additional shares issued by the Company.  As of March 31, 2004, $350,000
had been  raised  through  convertible  debentures  and all but $95,000 had been
converted into 18,337,932  shares of common stock. On May 13, 2004, the $200,000
traunch  was  received,  increasing  cash,  net of  $27,700  in fee,  increasing
convertible debenture liability and debt issuance cost prepaid for the amount of
fees.  $9,066 of this was  immediately  converted  into  9,066,248  common stock
shares.

On  February  1,  2004  the  Company  and  IElement   (privately  held  national
communications  service provider) began exchanging  services among their clients
and began to provide  their joint  venture  services to current and new business
and household  customers.  Besides  leveraging  infrastructure  assets,  Reality
Wireless began to leverage IElement's management and billing resources.

IElement  is a  subsidiary  of  Integrated  Communications  Consulants  Internet
("ICCI") with whom Reality Wireless entered into a non-binding  letter of intent
to merge  announced  the  beginning of August  2003.  ICCI and IElement are used
throughout  10QSB  interchangeably;  ICCI is the parent company with whom LOI is
signed and promissory  note referred to in LOI (see Note 3 to the financials) is
executed with IElement.  Until the completion of their merger,  the Company will
market  IElement's  products and  services,  and IElement will market and deploy
Reality Wireless' fixed wireless  solution to its customers.  IElement will also
use its resources to strengthen  the services  offered  existing and new Reality
Wireless  Networks'  customers with an eye toward expanding into new territories
in the next 18 months.  As of March 31,  2004 the  Company is in default per the
binding  clause of the  letter of intent for  Reality  to  provide  to  IElement
$500,000  on or before  August  15,  2003.  IElement  as of March  31,  2004 had
received $247,500 of the $500,000.


<PAGE>

RESULTS OF OPERATIONS

Retail sales for the three months ended March 31, 2004 and 2003 were $20,385 and
$30,924, respectively.  Retail sales for the six months ended March 31, 2004 and
2003 were $44,216 and $59,751,  respectively.  The majority of the difference in
revenue from prior year to current year is in the monthly  service fee, as there
has been a decline  in the number of  customers  from prior  year.  IElement  is
currently  providing  not only  billing  services and network  maintenance,  but
consulting on improving and  stabilizing  network to prepare for  attracting new
customers.  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.

The  Company's  cost of sales for the three months ended March 31, 2004 and 2003
were  $20,727 and $31,896,  respectively  and for the six months ended March 31,
2004 and 2003 were  $42,932 and  $55,910.  All cost of sales in this fiscal year
have been invoiced to Reality by Wavepipe and now,  IElement for the same amount
as monthly customer billing revenue received. Beginning August 2003, the Company
retained  Wavepipe  Networks,  LLC, a related  party,  to manage  customers  and
network operations. Wavepipe established new relationships with vendors and pays
all  invoices  for running  network out of fees they  receive  from the Company.
Wavepipe is owned by a former board member and director of Reality Wireless.  On
February  1,  2004  Wavepipe  turned  over  day  to  day  operations,  including
accounting and customer support to IElement.  The cost of sales charged does not
cover  actual  expenses  incurred by IElement,  however,  IElement has agreed to
perform services at a loss to them for 12 months.

Gross  margin for the three  months ended March 31, 2004 and 2003 was ($341) and
($972),  respectively  and for the six months  ended March 31, 2004 and 2003 was
$1,284 and $3,841. Until the merger with IElement is executed, gross margin will
be close to $0,  as cost of sales is being  billed to the  Company  by 3rd party
service provider,  IElement, for the same amount as IElement collects on monthly
revenue billed, as they are 3rd party billing provider as well.

Engineering and development  costs for the three months ended March 31, 2004 and
2003 were $787 and $19,623,  respectively and for the six months ended March 31,
2004 and 2003 were $1,574 and $35,782, respectively. 2004 costs were exclusively
depreciation of node head end and bandwidth software.  2003 expenses included IT
salaries and approximately $10,000 more of depreciation, as assets were impaired
and written down in the quarter ending June 30, 2003.

There were no sales and marketing costs for the three and six months ended March
31, 2004 and 2003, as the Company  preserved cash  necessary to service  current
customer base.

General and  administrative  expenses  for the three months ended March 31, 2004
and 2003 were $2,111,042 and $522,149, respectively. 98,588,000 shares valued at
$2,733,030,  fair market value on grant date of $.02-$.03/share,  were issued in
the three months  ended March 31, 2004 of which as of March 31, 2004  $1,192,712
has been  expensed and the  remaining  $1,540,318  will be expensed over life of
contracts and is recorded on balance sheet as a contra-equity.  In addition,  an
expense of $843,460 was recorded on stock issued in prior quarters and earned in
current  quarter.  The prior year  consulting  expenses  recorded on issuance of
stock totaled $343,200.

General and administrative  expenses for the six months ended March 31, 2004 and
2003 were $3,162,984 and $628,311. Consulting, legal and employment expense from
contracts  paid with common stock was  $3,146,853 for the six months ended March
31, 2004 and $343,200 for the six months ended March 31, 2003.

Interest expense for the three months ended March 31, 2004 and 2003 was $211,708
and $25,480, respectively. Current year expense included $177,796 for beneficial
conversion  recognition  on the  $200,000 and  $150,000  convertible  debentures
issued in November 2003 and January 2004, respectively.  It also included $9,594
accrual for interest on  outstanding  payroll taxes.  The remaining  $24,318 was
accrual of interest on  outstanding  notes  payable.  For the three months ended
March 31, 2003 the majority was accrued interest on outstanding notes payable.

Interest  expense for the six months  ended March 31, 2004 and 2003 was $237,154
and $50,260.  The  difference was the items listed above in explanation of three
month interest expense at March 31, 2004 and 2003.


<PAGE>

Settlement loss for the three (and six months) ended March 31, 2004 and 2003 was
$31,785  and $0,  respectively.  $31,785 was  recorded in February  2004 as four
outstanding  notes  payable  were  settled in full for the issuance of 5,933,333
common stock shares valued at $.02/share. The difference between the outstanding
note plus accrued  interest and fair market value of shares at date of grant was
posted to Other Expense account, "Settlement Expense."

Net loss for the three months ended March 31, 2004 and 2003 was  $2,351,714  and
$568,223,  respectively.  Net loss for the six months  ended  March 31, 2004 and
2003 was $3,424,275 and $710,511.

Liquidity and Capital Resources

At March 31, 2004,  the Company had negative  working  capital of $2.4  million.
$1.16 million of this is attributable to bridge financing  short-term  notes, of
which the Company hopes the majority will convert into equity upon funding.

Net cash used in investing activities was $247,500 and $2,195 for the six months
ended March 31, 2004 and 2003,  respectively.  The  $247,500  represents  a note
receivable  and  deposit  from  IElement,  a  privately  held  corporation,   in
conjunction with potential merger. Upon completion of the merger between Reality
Wireless and  IElement,  Reality  Wireless  will receive a percentage  of common
stock in IElement equivalent to the principal plus interest owed to date divided
by value of IElement as defined by the definitive merger documents, as announced
August 1, 2003.

Net cash provided by financing  activities was $272,800 and $254,592 for the six
months ended March 31, 2004 and 2003, 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 Company hopes
the majority of bridge loans will convert to equity at time of funding.

Critical Accounting Policies

Revenue Recognition

The Company  follows the guidance of the  Securities  and Exchange  Commission's
Staff Accounting Bulletin 104 for revenue  recognition.  In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred,  the sales price to the customer
is  fixed  or  determinable,  and  collectability  is  reasonably  assured.  The
following  policies  reflect  specific  criteria for the revenues  stream of the
Company:  Revenues are recognized pro-rata over the service period. A customer's
credit  card is charged  at the first of the month and  revenue is earned by the
end of the month. Therefore, no deferred revenue is recorded as of month end.

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.

Accounting for Stock-Based Compensation

We account for  stock-based  compensation  based on the provisions of Accounting
Principles Board Opinion No. 25,  "Accounting for Stock Issued to Employees," as
amended by the  Financial  Accounting  Standards  Board  Interpretation  No. 44,
"Accounting for Certain Transactions  Involving Stock Compensation."  Accounting
Principles  Board  Opinion  No.  25 and  Financial  Accounting  Standards  Board
Interpretation  No. 44 state that no compensation  expense is recorded for stock
options  or other  stock-based  awards to  employees  that are  granted  with an
exercise  price  equal to or above  the  estimated  fair  value per share of the
company's common stock on the grant date. We adopted the disclosure requirements
of  Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting  for
Stock-Based  Compensation," which requires  compensation expense to be disclosed
based on the fair value of the options granted at the date of the grant.

In December 2002, the Financial  Accounting Standards Board issued its Statement
No. 148,  "Accounting for Stock-Based  Compensation--Transition and Disclosure--
an amendment of Financial  Accounting  Standards  Board Statement No. 123." This


<PAGE>

Statement amends Statement of Financial Accounting Standards No. 123, to provide
alternative  methods of transition for an entity that voluntarily changes to the
fair value based method of accounting for stock-based employee compensation.  It
also amends the  disclosure  provisions  of Statement  of  Financial  Accounting
Standards No. 123 to require prominent  disclosure about the effects on reported
net  income  of  an  entity's   accounting  policy  decisions  with  respect  to
stock-based  employee   compensation.   The  transition  and  annual  disclosure
provisions of Statement of Financial  Accounting Standards No. 148 are effective
for fiscal  years ending after  December  15, 2002,  and the interim  disclosure
provisions were effective for the first interim period  beginning after December
15,  2002.  We did not  voluntarily  change to the fair  value  based  method of
accounting for stock-based  employee  compensation,  therefore,  the adoption of
Statement  of  Financial  Accounting  Standards  No. 148 did not have a material
impact on our operations and/or financial position.

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

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 Quarterly  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 Quarterly 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.


<PAGE>
                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

On April 22, 2004,  counsel to Reality  received  Notices of Hearing and Amended
Complaints  from the State of  California,  Department of Industrial  Relations,
Division of Labor Standards  Enforcement,  for State Case Number 12-54419 JM, in
which Ms. Chun-Lan Lin ("Ms.  Lin") claims that Reality owes (1) unpaid wages in
the amount of $2,646.00,  (2) unpaid commissions in the amount of $1,000.00, and
(3)  additional  wages  accrued  as  a  penalty  of  $144.00  per  day  for  "an
indeterminate number of days not to exceed thirty days" (the "Lin Penalty").

On April 22, 2004,  counsel to Reality  received  Notices of Hearing and Amended
Complaints  from the State of  California,  Department of Industrial  Relations,
Division of Labor Standards  Enforcement,  for State Case Number 12-54065 JM, in
which,  Mr.  William J. Paul ("Mr.  Paul")  claims that  Reality owes (1) unpaid
wages in the amount of $2,308.00,  (2) unpaid reimbursable  business expenses of
$100.00,  and (3)  additional  wages accrued as a penalty of $230.77 per day for
"an  indeterminate  number  of  days  not to  exceed  thirty  days"  (the  "Paul
Penalty").  The Lin Penalty and the Paul Penalty shall  hereafter be referred to
collectively as the "Penalties").

Not including the Penalties,  the total claims of Ms. Lin equal  $3,646.00,  and
the total claims of Mr. Paul equal  $2,408.00,  for a total claim of  $6,054.00.
Reality has proposed a settlement  with the State of  California,  Department of
Industrial  Relations,  Division of Labor Standards  Enforcement and Ms. Lin and
Mr. Paul. The parties are currently  involved in  negotiations  and both Ms. Lin
and  Mr.  Paul  have  verbally   agreed  to  accept   $3,646.00  and  $2,408.00,
respectfully, in full settlement of the employment issued described herein.

Reality  anticipates an imminent  settlement with respect to two (2) unpaid wage
claims brought against the Company by Ms. Lin and Mr. Paul. If Reality is unable
to reach a  settlement  with either Ms. Lin or Mr.  Paul and said  unpaid  labor
claims proceed to the scheduled hearing before the California Labor Commissioner
on June 7, 2004,  Reality may have a final judgment  entered  against it for the
full amounts, including penalties, owing each Claimant.

Item 2.    Changes in Securities.

For the period ended March 31, 2004,  the Company sold the following  securities
of the Company that were not registered:

On or around January 27, 2004, the Registrant issued (i) 4,375,000 shares of its
common stock to Richard Scardigli pursuant to 4(2) of the Securities Act of 1933
in  connection  with  the  $175,000  debt  owed to Mr.  Scardigli  and the  full
settlement  thereof,  (ii) 1,020,000  shares of its common stock to Ron Straight
pursuant to 4(2) of the  Securities  Act of 1933 in connection  with the $10,000
debt owed to Mr.  Straight  and the full  settlement  thereof,  (iii)  1,020,000
shares of its common stock to Bob Madia  pursuant to 4(2) of the  Securities Act
of 1933 in  connection  with the  $10,000  debt  owed to Mr.  Madia and the full
settlement thereof.

On or around April 30,  2004,  the  Registrant  issued  2,366,700  shares of its
common stock to the Kassouf  Family Trust pursuant to Regulation D, Rule 506 and
4(2) of the  Securities  Act of 1933 in connection  the  settlement of a dispute
regarding a  convertible  promissory  note  executed by RWNT,  as maker,  in the
aggregate amount of $20,000 dated May 31, 2002 and a Preferred Stock and Warrant
Purchase Agreement with RWNT dated June 20, 2002.

On October 1, 2003,  the  Company  entered  into  agreements  to secure  certain
financing for the Company:  (i) Agreement and Plan of Merger,  (ii)  Convertible
Debenture  Purchase  Agreement,  and  (iii)  1%  Convertible  Debentures  in the
aggregate amount of Nine Hundred Ninety Four Thousand Dollars ($994,000).

                                       1
<PAGE>

The  Registrant  chose to amend the Agreements to provide for the issuance of an
additional  120,000,000  shares  to HEM  Mutual  Assurance,  LLC  and to  secure
additional  financing  for  the  Company  (the  "Amendments").   Copies  of  the
Amendments have been made exhibits to this 10-QSB (See Exhibits 10.8,  10.9, and
10.10). The securities were issued pursuant to the exemption provided by section
3(a)(9) of the Securities Act of 1933.

Item 3.  Defaults Upon Senior Securities.

None

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

NONE

Item 5.    Other Information.

The  following  actions were taken by the Board of  Directors of the  Registrant
(the  "Board")  during the period ended March 31,  2004.  Where  agreements  are
referenced,  those  agreements  have either been made exhibits to this 10-QSB or
have been incorporated herein by reference.

On March 15, 2004, the Registrant  entered into Employment  Agreement with Steve
Careaga  for a term of one  year  and  pursuant  to  which  Careaga  was  issued
5,000,000 shares of common stock and may be issued  additional  shares of common
stock from time to time in consideration of his services required as CEO.

On or  around  March 5,  2004,  the Board  approved  amendments  to Orange  Soda
Agreements  to provide for the issuance of an additional  120,000,000  shares to
HEM Mutual Assurance,  LLC and to secure  additional  financing for the Company.
Further,  the Board  authorized  the  Registrant to enter into a Settlement  and
Release  Agreement  with  Merrill  Communications,  Inc.,  pursuant to which the
Registrant  received a full  settlement  and release from Merrill in  connection
with an alleged  debt of $14,079 in exchange  for payment to Merrill as follows:
One Thousand  Dollars ($1,000) paid to Merrill on or before the 25th day of each
month for six (6) months,  with the first  payment being made on March 25, 2004,
and the final payment being made on August 25, 2004.

On or around April 29, 2004, the Board  accepted  resignation of Malone & Bailey
as auditor of the Registrant and engaged Salberg & Co. as its new auditor.

On or around  February  14, 2004,  Brent  Haines  resigned his position as Board
Member and executive officer of the Company. On February 17, 2004, Victor Romero
resigned from the Board and the  Registrant  appointment of Steve Careaga as CEO
of the Registrant.  On or around February 5, 2004, Terry Byrne resigned from the
Board and Steve Careaga was appointed to the Board.

On or around January 27, 2004, the Registrant (i) hired Moshe Vidal ("Vidal") as
VP of Wireless Business Development (the "Vidal Agreement"). The Vidal Agreement
is for a term of one year, and calls for Vidal to be issued 2, 500,000 shares of
common stock of the Company $75,000 for the term of the agreement, (ii) executed
a Settlement  and Release  Agreement  with Richard  Scardigli  pursuant to which
Scardigli  agreed to release the Registrant and settle all disputes  arising out
of a $175,000 loan in exchange for the  Registrants  employment of Scardigli and
3,000,000  shares of common  stock,  (iii)  executed a  Settlement  and  Release
Agreement  with Bob  Madia  pursuant  to  which  Madia  agreed  to  release  the
Registrant and settle all disputes arising out of a $10,000 loan in exchange for
the  Registrants  issuance to Madia of 1,020,000  shares of common  stock,  (iv)
executed a Settlement and Release  Agreement with Ron Straight pursuant to which
Straight agreed to release the Registrant and settle all disputes arising out of
a $10,000 loan in exchange for the Registrants issuance to Straight of 1,020,000
shares of common  stock,  and (v)  executed a one year  Investment  Banking  and
Financial Advisory  Agreement with Sunrise  Securities Corp.,  pursuant to which
Sunrise has agreed to render  financial and other general  advice to the Company
as an investment banker including without  limitation advice relating to capital
structure,  enhancing  shareholder  value and allocation of corporate assets, as
well as advice with  respect to  transactions  and  non-exclusive  advisor  with
respect to financings.

                                       2
<PAGE>

In addition,  Sunrise  shall  assist the Company  with respect to the  Company's
advance  planning  for  responding  to (i)  indications  of interest  from third
parties  seeking to acquire all or a substantial  part of the Company's stock or
assets by any means, including,  without limitation,  a tender or exchange offer
or other  offer,  and/or (ii) a proxy  contest,  consent  solicitation  or other
similar  transaction  relating  to control  and/or  governance  of the  Company.
Sunrise's  services shall include assistance with consideration of a shareholder
rights plan and  implementation  if it is determined  to adopt such a plan.  The
Registrant has agreed to compensate Sunrise as follows:

Upon the execution of the  agreement  the Company shall issue to Sunrise  and/or
its designees,  warrants to purchase  5,000,000  shares of the Company's  Common
Stock as follows: (i) exercise price shall be 150% of the market price as of the
date of  execution  of this  Agreement;  and (ii)  exercise  period shall be not
earlier than one year from the date of issuance,  the warrants  shall be 7 years
in duration (the "Retainer Fee"). The terms and conditions of the warrants shall
be set forth  more fully in a  separate  warrant  agreement  to be  executed  by
Sunrise and the Company.  Additionally the Company shall pay a cash retainer fee
of $25,000.00 This Retainer Fee shall be non-refundable.

At the first closing of each  transaction,  a cash fee equal to 10% of the first
$10,000,000 in consideration,  7% of the consideration  between  $10,000,001 and
$20,000,000 and 3% of the Aggregate Consideration  thereafter (as defined below)
of such Transaction ("Transaction Fees").

Upon the closing of each successive  financing,  a cash fee equal to the greater
of (i) one-hundred thousand ($100,000), and (ii) the sum of ten percent (10%) of
all  secured  debt  funds  raised,  plus ten (10%) of all  unsecured  debt funds
raised, plus ten percent (13%) of all equity funds raised in the private markets
(the "Financing Fee"). In addition,  the Company shall issue to Sunrise warrants
(the  "Warrants")  to purchase  such number of shares of the common stock of the
Company equal to 10% of the aggregate  number of fully diluted and/or  converted
shares of common stock as are purchased by Investors (after giving effect to any
increase in shares  under a ratchet or similar  provision  pursuant to which the
number of shares  initially  purchased is  subsequently  increased)  on the same
terms and  conditions.  The Warrants  shall be  purchased  for a nominal sum and
shall be exercisable for a period of five years from the date of Closing with an
exercise  price per share  equal to the  effective  per share  price paid by the
Investors for the  Securities.  The terms of the Warrants  shall be set forth in
one or  more  agreements  (the  "Warrant  Agreements")  in  form  and  substance
reasonably satisfactory to Sunrise and the Company.

On or around January 13, 2004, the Registrant  accepted the  resignation of Rick
Ramirez from the Board.


                                       3
<PAGE>


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

(a)        Exhibits.

<TABLE>
<CAPTION>
--------------------------------- ---------------------------------------------- ----------------------------------------------
Exhibit Number                    Title of Document                              Location of Document
--------------------------------- ---------------------------------------------- ----------------------------------------------
<S>                               <C>                                            <C>
3                                 Articles of Incorporation                      Incorporated by reference to the 10-SB Filed
                                                                                 on June 15, 1999
--------------------------------- ---------------------------------------------- ----------------------------------------------
3.1                               Bylaws                                         Incorporated by reference to the 10-SB Filed
                                                                                 on June 15, 1999
--------------------------------- ---------------------------------------------- ----------------------------------------------
3.2                               Certificate of Amendment to Articles of        Incorporated by reference to the 10-KSB
                                  Incorporation                                  Filed on April 15, 2002
--------------------------------- ---------------------------------------------- ----------------------------------------------
3.3                               Certificate of Amendment to Articles of        Incorporated by reference to the 8-K Filed
                                  Incorporation                                  on May 3, 2002
--------------------------------- ---------------------------------------------- ----------------------------------------------
3.4                               Certificate of Amendment to Articles of        Incorporated by reference to the 10-QSB
                                  Incorporation                                  filed on August 25,2003
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.1                              Employment Agreement for Moshe Vidal           Attached
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.2                              Settlement and Release Agreement with          Attached
                                  Richard Scardigli
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.3                              Sunrise Securities Corp. Investment Banking    Attached
                                  and Financial Advisory Agreement
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.4                              Settlement and Release Agreement with Bob      Attached
                                  Madia
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.5                              Settlement and Release Agreement with Ron      Attached
                                  Straight
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.6                              Employment Agreement with Steve Careaga        Incorporated by reference to the Form S-8
                                                                                 filed on March 17, 2004
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.7                              Settlement and Release Agreement with the      Attached
                                  Kassouf Family Trust
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.8                              Amendments to Promissory Notes with HEM        Attached
                                  Mutual Assurance LLC
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.9                              Amendment to Convertible Debenture Purchase    Attached
                                  Agreement by and between Orange Soda, Inc.,
                                  and HEM Mutual Assurance LLC
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.10                             Amended Convertible Debentures with HEM        Attached
                                  Mutual Assurance LLC
--------------------------------- ---------------------------------------------- ----------------------------------------------
10.11                             Settlement and Release Agreement with          Attached
                                  Merrill Communications, Inc.
--------------------------------- ---------------------------------------------- ----------------------------------------------
31.1                              Certification by Principal Executive Officer   Attached
--------------------------------- ---------------------------------------------- ----------------------------------------------
31.2                              Certification by Principal Financial Officer   Attached
--------------------------------- ---------------------------------------------- ----------------------------------------------
32                                Certification Pursuant to 906                  Attached
--------------------------------- ---------------------------------------------- ----------------------------------------------
</TABLE>


                                       4
<PAGE>

(b)        Reports on Form 8-K.

During the period ended March 31, 2004, the Company filed the following  reports
on Form 8-K:

--------------------------------- ------------------------------------
Date of Event Reported            Items Reported
--------------------------------- ------------------------------------
1/23/04                           Items 5 and 7
--------------------------------- ------------------------------------
4/26/04                           Items 4 and 7
--------------------------------- ------------------------------------
5/10/04                           Items 4 and 7
--------------------------------- ------------------------------------



                                   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:  May 24, 2004          /s/
                              --------------------------------------------------
                              By: Steve Careaga
                              Its:  Chief Executive Officer, Principal Financial
                              Officer/Acting Chief Financial Officer, Director



                                       5