<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 December 31, 2002 Securities and
                 Exchange Commission File Number
                                    000-26369


                         Reality Wireless Networks, Inc.
             (Exact name of registrant as specified in its charter)


             Nevada                                        88-0422026
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification Number)


                            120 W. Campbell, Suite E
                           Campbell, California 95008
          (Address of principal executive offices, including zip code)

                                 (408) 379-3822
              (Registrant's Telephone Number, Including Area Code)




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

                                 YES  X        NO ___

The number of issued and outstanding shares of the Registrants Common Stock,
$0.001 par value, as of February 10, 2003, was 5,042,004.

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


<PAGE>


                         Reality Wireless Networks, Inc.


<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----

PART I - Financial Information

Item 1.  Financial Statements:
<S>                                                                                                     <C>
         Consolidated Balance Sheet as at December 31, 2002                                              3
         Consolidated Statements of Operations for the three months ended December 31, 2002              4
         Consolidated Statements of Cash Flows for the three months ended December 31, 2002              5

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.          7


PART II - Other Information                                                                              8

Item 1.  Legal Proceedings.                                                                          8 - 9

Item 2.  Changes in Securities.                                                                          9

Item 3.  Defaults Upon Senior Securities.                                                                9

Item 4.  Submission of Matters to a Vote of Security Holders                                             9

Item 5.  Other Information                                                                               9

Item 6.  Exhibits and Reports on Form 8-K.                                                          9 - 10

Signatures                                                                                         12 - 13

Exhibits


</TABLE>



                                        2
<PAGE>






                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements-


                         REALITY WIRELESS NETWORKS, INC.
                             CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                    December 31,
                                                                         2002
                                                                  ----------------
                                                                     (Unaudited)
ASSETS

   Current assets:
<S>                                                                         <C>
     Cash                                                                    $3,888
     Accounts receivable - trade                                              4,080
     Inventory                                                               30,842
     Other current assets                                                    70,365
                                                                  -----------------
       Total current assets                                                 109,175

   Fixed Assets, less accumulated depreciation of $27,252                    79,770
                                                                  -----------------
                                                                           $188,945
                                                                  =================

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

   Current liabilities:
     Accounts payable                                                      $536,541
     Accrued payroll                                                        150,612
     Accrued payroll taxes                                                  200,480
     Accrued interest                                                        80,592
     Accrued expenses                                                        49,205
     Current portion of notes and capital leases payable                  1,063,762
                                                                  -----------------
       Total current liabilities                                          2,081,192
                                                                  -----------------

   Long term portion of notes payable and capital leases                    103,529
   Commitments and contingencies
   Stockholders' equity (deficit):
     Convertible preferred stock, no par value, 500,000 shares
       authorized:  none issued and outstanding
     Common stock, $.001 par value, 25,000,000 shares
       authorized:  5,042,004 shares issued and outstanding                   5,042
       Capital stock receivable                                                (797)
     Additional paid in capital                                             588,510
     Accumulated deficit                                                 (2,446,243)
     Net loss                                                              (142,288)
                                                                  -----------------
       Total stockholders' equity (deficit)                              (1,995,776)
                                                                  -----------------
                                                                           $188,945
                                                                  =================

</TABLE>



See accompanying summary of accounting policies and notes to financials


                                        3
<PAGE>

                         REALITY WIRELESS NETWORKS, INC.
                        CONDENSED STATEMENT OF OPERATIONS
                                   (Unaudited)


                                                           Three months ended
                                                            December 31, 2002
                                                          -------------------

Revenue                                                      $         28,827
Cost of sales:                                                         24,014
                                                             ----------------

Gross margin                                                            4,813

Engineering and
development                                                            16,159
Selling and marketing
expenses                                                                    -
General and
administrative                                                        106,162
                                                             ----------------
                                                                      122,321
                                                             ----------------

Income (loss) from
operations                                                           (117,508)

Other income
(expense):
Interest expense, net                                                 (24,780)
                                                             ----------------
                                                                      (24,780)
                                                             ----------------

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

Net income (loss)                                            $       (142,288)
                                                             ================

Basic and diluted
income (loss) per
common share                                                            (0.03)
                                                             ================

Weighted average
shares outstanding                                                  5,249,563
                                                             ================





See accompanying summary of accounting policies and notes to financials



                                        4
<PAGE>

                         REALITY WIRELESS NETWORKS, INC.

                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)


                                                          Three months
                                                         ended December
                                                            31, 2002
                                                        -----------------


Cash flows from operating activities:
  Net income (loss)                                      $       (142,288)
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Depreciation and amortization                                   5,779
  Changes in operating assets and liabilities
    Accounts receivable                                               319
    Inventory                                                       1,645
    Prepaids and other current assets                             (69,165)
    Accounts payable                                               29,490
    Accrued expenses                                               69,005
                                                        -----------------
        Net cash used in operating activities            $       (105,215)
                                                        -----------------

Cash flows from investing activities:
  Purchase of equipment                                                 -
  Proceeds from sale of assets                                          -
                                                        -----------------
        Net cash used in investing activities                           -
                                                        -----------------

Cash flows from financing activities:
  Stock issued for cash
  Proceeds from issuance of notes payable                         107,510
  Principal payments under capital leases payable                  (1,805)
                                                        -----------------
        Net cash provided by financing activities        $        105,705
                                                        -----------------

Net increase in cash and cash equivalents                $            488
Cash and cash equivalents at beginning of period                    3,400
                                                        -----------------
Cash and cash equivalents at end of period               $          3,888
                                                        =================

Cash paid for:
  Interest                                                              -




See accompanying summary of accounting policies and notes to financials



                                        5
<PAGE>
                            REALITY WIRELESS NETWORKS
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                                December 31, 2002

Note 1: Presentation

The condensed  balance sheet of the Company as of December 31, 2002, the related
condensed  statements of operations for the three months ended December 31, 2002
and the  statements  of cash flows for the three months ended  December 31, 2002
included in the condensed financial statements have been prepared by the Company
without  audit.  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  months ended
December 31, 2002 are not  necessarily  indicative  of the results of operations
for the full 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.

Since  the Company entered into an Asset Purchase Agreement on March 5, 2002, no
comparative  three  month  financials  have  been  provided.


Note  3  -   Defaults  Upon  Senior  Securities

The  Company  has  failed  to make payments on a loan of $190,000 to the Company
plus  interest  payments  due  as  at December 31, 2003 pursuant to that certain
Convertible  Promissory  Note  (the  "Note") dated July 1, 2001, made by Reality
Networks,  Inc.  a  Delaware corporation, to Cabletron Systems, Inc., a Delaware
corporation  ("Cabletron").  The  Company  assumed  the  obligations of the Note
pursuant  to  that  certain Asset Purchase Agreement dated March 5, 2002, by and
between  the  Company  and  Reality Networks, Inc., a Delaware corporation.  The
Company  and Cabletron have reached a settlement agreement on the Note where the
Cabletron  will  receive Twenty-Five Thousand Dollars ($25,000) once the Company
receives  proceeds from the Funding and one hundred thousand (100,000) shares of
Company  stock.

The  Company  has failed to make payments on a loan of $15,000 of principal plus
interest  payments  due  as at March 15, 2002, with respect to a promissory note
payable  with John C. Rosso.  The Company does not currently have the ability to
pay  all  past  due  debts.  Such  non-payment of past due debts may result in a
default  upon  on  some  or all of the obligations to Mr. Rosso described above.
The  Company is currently negotiating with Mr. Rosso to restructure the debts it
owes  to  him, although there can be no assurance that Mr. Rosso will agree with
terms  of  restructuring  proposed  by  the  Company.

Note  4  -  Commitments

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  in  the  amount  of  $80,000.

Note  5  -  Subsequent  Events

On  January  6,  2003 the Company issued 1,430,000 shares of common stock of the
Company pursuant to that certain Consulting Services Agreement dated January 29,
2003  by  and  between  the Company and Terrence Byrne ("Byrne").  The 1,430,000
shares  of common stock underlying the Option were registered pursuant to a Form
S-8,  filed  by  the  Company  with  the  Securities  and Exchange Commission on
February  11,  2003  (the  "Reality  S-8")

The Company has chosen to partially compensate OLG for  legal  services rendered
by  issuing  three  hundred thousand (300,000)  shares  of  the Company's common
stock  to OLG. The general nature and purpose  of  the  Engagement  Agreement is
to  provide  for  legal  services  for  the  Company  and,  at  the  same  time,
compensate  OLG  for  said  legal  services.  The  Engagement Agreement does not
provide for a specific term, but remains in effect until  terminated  by  either
party.  The  Engagement  Agreement  qualifies  as an Employee  Benefit  Plan  as
defined  under  Rule  405  of  Regulation  C.  The Company issuing three hundred
thousand  (300,000)  shares  of Company's common stock to OLG is documented in a
Form  S-8  that  was  filed  on  February  11,  2003

                                        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

Retail  sales for the three months  ended  December  31, 2002 was  $28,827.  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
during the next quarter.

The  Company's  cost of sales for the three months  ended  December 31, 2002 was
$24,014.  The positive gross margin was helped in large part by the  intentional
slowing down of installations into open markets.  The customer premise equipment
("CPE") cost is not fully recovered at time of installation and therefore, in an
effort to preserve cash, new customer installs were not aggressively pursued.


Engineering and  development  costs for the three months ended December 31, 2002
were $16,159.  These costs were primarily salary costs for the IT technician and
depreciation of node head end. The Company is currently transitioning out of the
web hosting and email server business,  which comprised a minor piece of revenue
but required a large amount of maintenance  time. This one-time  transition cost
is expected to be less than $5,000 and will be incurred in the second quarter of
2003.



                                        7
<PAGE>

There were no sales and marketing  costs for the three months ended December 31,
2002 because the Company  preserved cash necessary to service  current  customer
base.

General and administrative expenses for the three months ended December 31, 2002
were  $106,162.  $27,000 of the year to date  costs  were  legal and  accounting
expenses  associated  with the public company SEC filings.  Another  $30,000 was
accrued,  but not yet paid,  payroll for management.  The remaining  general and
administrative  expenses  included rent,  payroll,  payroll taxes and $13,000 of
consulting expenses for private placement funding.

Net loss for the three months ended  December  31, 2002 was  $147,288.  Interest
expense  incurred  for the three  months  ended  December  31,  2002 was $25,000
accrued for bridge financing received to date.

Liquidity and Capital Resources

At December 31,  2002,  the Company had  negative  working  capital of nearly $2
million.  $1  million of this is  attributable  to bridge  financing  short-term
notes, of which the majority will convert into equity upon funding.

For the three  months  ended  December 31,  2002,  cash used in  operations  was
$105,215.  $80,000 in prepaid  consulting  fees was paid,  of which  $13,000 was
expensed,  this was offset by an  increase in  payables,  accrued  salaries  and
interest.

Net cash  provided by  financing  activities  was  $105,704 for the three months
ended  December  31,  2002.  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.



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

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

On January 16, 2003,  Peter Coe Verbica,  Trustee of the P&K Verbica Trust,  U/A
DTD 8/07/96  ("Verbica")  filed a complaint in the Superior  Court of California
for the County of Santa Clara alleging that the Company and Brent Haines


                                        8
<PAGE>

breached a promissory  note.  Mr. Haines,  a director of the Company,  is also a
named  defendant  in this  lawsuit.  Mr.  Haines has signed a personal  guaranty
guaranteeing  the  promissory  note.  The  Company  has  not  responded  to  the
complaint,  but intends to vigorously defend against all claims asserted if this
cause of action is litigated.

Item 2.  Changes in Securities.

On January 6, 2003 the Company  issued  1,430,000  shares of common stock of the
Company pursuant to that certain Consulting Services Agreement dated January 29,
2003 by and between the Company and  Terrence  Byrne  ("Byrne").  The  1,430,000
shares of common stock underlying the Option were registered  pursuant to a Form
S-8,  filed by the  Company  with the  Securities  and  Exchange  Commission  on
February 11, 2003 (the "Reality S-8").

Item 3.  Defaults Upon Senior Securities.

The  Company  has  failed  to make payments on a loan of $190,000 to the Company
plus  interest  payments  due  as  at December 31, 2003 pursuant to that certain
Convertible  Promissory  Note  (the  "Note") dated July 1, 2001, made by Reality
Networks,  Inc.  a  Delaware corporation, to Cabletron Systems, Inc., a Delaware
corporation  ("Cabletron").  The  Company  assumed  the  obligations of the Note
pursuant  to  that  certain Asset Purchase Agreement dated March 5, 2002, by and
between  the  Company  and  Reality  Networks, Inc., a Delaware corporation. The
Company  and Cabletron have reached a settlement agreement on the Note where the
Cabletron  will  receive Twenty-Five Thousand Dollars ($25,000) once the Company
receives  proceeds from the Funding and one hundred thousand (100,000) shares of
Company  stock.

The Company has failed to make  payments on a loan of $15,000 of principal  plus
interest  payments due as at March 15, 2002,  with respect to a promissory  note
payable with John C. Rosso.  The Company does not currently  have the ability to
pay all past due  debts.  Such  non-payment  of past due debts  may  result in a
default upon on some or all of the obligations to Mr. Rosso described above. The
Company is currently negotiating with Mr. Rosso to restructure the debts it owes
to him,  although there can be no assurance that Mr. Rosso will agree with terms
of restructuring proposed by the Company.

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

NONE

Item 5.  Other Information.

The  engagement  agreement  (the  "Engagement  Agreement")  between The Otto Law
Group,  PLLC ("OLG") and the Company  provides for legal services to be rendered
by OLG to the Company on a periodic  basis.  The Company has chosen to partially
compensate  OLG for legal  services  rendered by issuing three hundred  thousand
(300,000)  shares of the Company's  common stock to OLG. The general  nature and
purpose of the  Engagement  Agreement  is to provide for legal  services for the
Company  and,  at the same time,  compensate  OLG for said legal  services.  The
Engagement Agreement does not provide for a specific term, but remains in effect
until  terminated  by either party.  The  Engagement  Agreement  qualifies as an
Employee  Benefit Plan as defined  under Rule 405 of  Regulation  C. The Company
issuing three hundred thousand (300,000) shares of Company's common stock to OLG
is documented in a Form S-8 that was filed on February 11, 2003.



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

(a) Exhibits.

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

(b) Reports on Form 8-K.

         (1) On January 3, 2002, the Company filed an amended  Current Report on
Form 8-K/A disclosing  changes in the Company's  certifying  accountant,  a name
change, a reverse stock split, and




                                        9
<PAGE>

the appointment of a new officer and director for the Company.

         (2)      On March 20, 2002, the Company filed an amended Current Report
                  on Form 8-K disclosing a change is control of the Company as a
                  result of that certain Asset Purchase Agreement dated March 5,
                  2002, by and between the Company and Reality Networks, Inc., a
                  Delaware  corporation,  and  the  transactions  affecting  the
                  Company as a result of the Asset Purchase Agreement.


                                   SIGNATURES

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:  February 13, 2003           By: /s/  Dennis Spina
                                       --------------------------------

                                    President & Chief Executive Officer

Dated:  February 13, 2003           By: /s/  Erin Steiner
                                        --------------------------------
                                        Controller (principal financial officer)



I, Dennis Spina, certify that:

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

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

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

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

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

         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;



                                       10
<PAGE>

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

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

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

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: February 14, 2003


                 /s/  Dennis Spina
                --------------------------------------------
                President and Chief Executive Officer
                (principal executive officer)




I, Erin Steiner, certify that:

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

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

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

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

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

         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

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



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<PAGE>

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

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

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: February 14, 2003


                 /s/  Erin Steiner
                --------------------------------------------
                Controller
                (principal financial officer)




                                  EXHIBIT INDEX

EXHIBIT NO. AND DESCRIPTION OF EXHIBIT

3.1 (1)           Articles of Incorporation of the Registrant

3.2 (1)           Bylaws of the Registrant

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

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

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

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

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

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

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

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

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

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



                                       12
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

10.19             Letter Agreement dated November 7, 2002 by and between Reality
                  Wireless  Networks,   a  Nevada  corporation,   and  Ladenburg
                  Thalmann & Co. Inc.  ("Ladenburg")  to perform such  financial
                  consulting  services as the Company may request in  connection
                  with the for a proposed  investment  through private placement
                  in the equity and equity related securities of the Company.

10.20(4.1)        Engagement Agreement with The Otto Law Group, PLLC


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

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

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

(4) Confidential treatment requested.

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



                                       13
<PAGE>


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

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

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

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

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

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

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

(13) Incorporated by reference to the exhibits to the registrant's  Registration
Statement on Form S-8 (Registration Statement No. 333-88002), filed on September
16, 2002.

(14) Incorporated by reference to the exhibits to the registrant's  Registration
Statement on Form S-8 (Registration Statement No. 333-88002),  filed on February
11, 2003.

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

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

  CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Reality Wireless Networks,  Inc. (the
"Company") on Form 10-QSB for the period ended  December 31, 2002, as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Dennis Spina,  Chief Executive Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

         1. the Report fully complies with the  requirements  of Section13(a) or
15(d) of the Securities Exchange Act of 1934; and

         2. the  information  contained in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.

Dated February 14, 2003


By: /s/ Dennis Spina
    ---------------------------------------
    President & Chief Executive Officer
    (principal executive officer)


                                       14
<PAGE>

  CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Reality Wireless Networks,  Inc. (the
"Company") on Form 10-QSB for the period ended  December 31, 2002, as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Erin Steiner, Conttroller of the Company, certify, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:

         1. the Report fully complies with the  requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         2. the  information  contained in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.

Dated February 14, 2003


By: /s/  Erin Steiner
    --------------------------------------
    Controller
    (principal financial officer)

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<PAGE>