<PAGE>

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

                                  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 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.

                                                                            PAGE
                                                                            ----

PART I -  Financial Information

Item 1.   Financial Statements:

          Consolidated Statements of Operations for the three and
          nine months ended June 30, 2003 and 2002

          Consolidated Balance Sheets at June 30,
          2003 and September 30, 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

(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.

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


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements-(1)

                         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                                               24,646             84,431             80,556            288,063
                                                      ------------       ------------       ------------       ------------

Gross margin                                                10,302            (36,615)            14,143           (152,746)

Engineering and development                                 12,261             36,665             48,043             99,355
Selling and marketing expenses                                  --             60,469                 --            182,803
General and administrative                                 883,035            357,661          1,511,345            849,643
                                                      ------------       ------------       ------------       ------------
                                                           895,296            454,795          1,559,388          1,131,801
                                                      ------------       ------------       ------------       ------------

Income (loss) from operations                             (884,994)          (491,410)        (1,545,245)        (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)                                     $   (910,896)      $   (486,870)      $ (1,621,407)      $ (1,245,673)
                                                      ============       ============       ============       ============

Basic and diluted income (loss) per common share      $      (0.08)      $      (0.09)      $      (0.14)      $      (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

(1)Malone & Bailey, PLLC, accountant to the Registrant, has not consented to or
authorized the inclusion of the financial information contained in this 10-QSB.


                                       3
<PAGE>

                  REALITY WIRELESS NETWORKS, INC.
                    CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         JUNE 30,
                                                                          2003         SEPTEMBER 30,
                                                                       (UNAUDITED)         2002
                                                                        ----------     -------------
<S>                                                                     <C>             <C>
ASSETS
         Current assets:
           Cash                                                         $      107      $    3,400
           Accounts receivable - trade                                           0           4,399
           Inventory                                                        25,740          32,487
           Other current assets                                             27,867           1,200
                                                                        ----------      ----------
             Total current assets                                           53,714          41,486

         Fixed Assets, less accumulated depreciation of                     70,328          85,549
         $38,889 and $21,473, respectively
         Goodwill                                                                0
                                                                        ----------      ----------
                                                                        $  124,042      $  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                        0               0
         500,000, respectively shares authorized: none issued
          and outstanding
           Common stock, $.001 par value, 500,000,000 and                   11,834           5,042
         25,000,000 shares authorized:  22,041,563 and
         5,042,000 shares issued and 11,834,504 and 5,042,000
         outstanding, respectively
           Capital stock receivable                                           -797            -797
           Additional paid in capital                                    1,756,220         588,510
           Accumulated deficit                                          -2,446,243               0
           Net loss                                                     -1,621,407      -2,446,243
                                                                        ----------      ----------
             Total stockholders' equity (deficit)                       -2,300,393      -1,853,488
                                                                        ----------      ----------
                                                                        $  124,042      $  127,035
                                                                        ==========      ==========
</TABLE>

See accompanying summary of accounting policies and notes to financials


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  NINE MONTHS ENDED
                                                           JUNE 30, 2003   JUNE 30, 2002
                                                           ------------------------------
<S>                                                        <C>                <C>
Cash flows from operating activities:
  Net income (loss)                                        (1,621,407)        (1,245,673)
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Depreciation and amortization                              17,416             24,101
    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                         (26,667)           (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


                                       5
<PAGE>

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

Note 1: Presentation

The  accompanying  financial data as of June 30, 2003 and for the three and nine
months  ended June 30, 2003 and June 30, 2002 has been  prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.  The September 30, 2002 Consolidated Balance Sheet was derived from
audited financial  statements,  but does not include all disclosures required by
generally  accepted  accounting  principles.  In the opinion of management,  the
accompanying condensed financial statements include all adjustments  (consisting
of normal,  recurring  adjustments)  necessary to summarize fairly the Company's
financial position and results of operations.  The results of operations for the
three and nine months ended June 30, 2003 are not necessarily  indicative of the
results of operations for the full fiscal year or any other interim period.

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 - Common 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.

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.


                                        6
<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.

The  Company's  cost of sales for the three  ended  June 30,  2003 and 2002 were
$24,646 and $84,431, respectively.  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.


                                       7
<PAGE>

The  Company's  cost of sales for the nine  months  ended June 30, 2003 and 2002
were $80,556 and $288,063, respectively. Gross margin for the three 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.  The nine month  positive gross margin for 2003 was helped in large part
by the intentional slowing down of installations into open markets.

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 $883,035 and $357,661, respectively. $14,000 of the 2003 third quarter
costs were a write-off to bad debt of all  accounts  receivable.  An  additional
$20,000 in 2003 is attributed to agreement with Ladenberg,  to assist Company in
raising  next round of funding and $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
$1,511,345 and $849,643,  respectively.  Consulting services for the first three
quarters  of 2003 were  $1,052,583  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  $910,896  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  $1,621,407  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.

Liquidity and Capital Resources

At June 30, 2003,  the Company had  negative  working  capital of $2.3  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.  Accounts  payable and accrued  expenses
increased  $178,000  for the first  three  quarters  of 2003 as  compared  to an


                                       8
<PAGE>

increase  of  $431,000  in the first  three  quarters  of 2002,  this was offset
slightly  by an  increase in prepaids of $27,000 and $54,000 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.


                                       9
<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


                                       10
<PAGE>

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.

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>

------------------------------------------ --------------------------------------- ----------------------------------------
EXHIBIT NUMBER                             TITLE OF DOCUMENT                       LOCATION OF DOCUMENT
------------------------------------------ --------------------------------------- ----------------------------------------
<S>                                        <C>                                     <C>
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>
-------------------------------------------------------------- ------------------------------------------------------------
DATE OF EVENT REPORTED                                         ITEMS REPORTED
-------------------------------------------------------------- ------------------------------------------------------------
<S>                                                            <C>
June 6, 2003                                                   Item 2.  Acquisition or Disposition of Assets
-------------------------------------------------------------- ------------------------------------------------------------
July 21, 2003                                                  Item 2.  Acquisition or Disposition of Assets
-------------------------------------------------------------- ------------------------------------------------------------
</TABLE>

                                       11
<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 18, 2003                        /s/ Victor Romero
                                               ---------------------------------
                                               By: Victor Romero
                                               Its:  President


Dated:  August 18, 2003                       /s/ Erin Steiner
                                               ---------------------------------
                                               By: Erin Stein
                                               Its:  Principal Financial Officer

                                       12
<PAGE>