SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
------------------------------------------------------
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 ID. No.)
incorporation or organization)
4906 Point Fosdick Dr., Suite 102
Gig Harbor, WA 98335
(Address of Principal Executive Offices)
---------------------------------------------------------------------------
AMENDMENT NO. 3 TO CONSULTING SERVICES AGREEMENT BETWEEN
KEVIN EVANS and REALITY WIRELESS NETWORKS, INC.
(Full Title of Plan)
CONSULTING SERVICES AGREEMENT BETWEEN ERIN STEINER and REALITY
WIRELESS NETWORKS, INC.
(Full Title of Plan)
Laughlin International, Inc.
2533 North Carson Street
Carson City, NV 89706
(Name, Address and Telephone Number of Agent for Service of Process)
- --------------------------------------------------------------------------------
If any of the Securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. |_|
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed
Securities to Amount to be Offering Price Aggregate Maximum
be Registered Registered(1) Per Share(2) Offering Price(2) Amount of Fee(2)
- ------------- ------------- ------------ ----------------- ----------------
Common Stock, 3,350,000 $ 0.05 $167,500 $21.22
$0.001 par value
(1) The consulting services agreement, and the amendments thereto (collectively,
the "Consulting Agreement") between the Kevin Evans provides for 2,500,000
shares of common stock of the Company to be issued to Kevin Evans. The
consultant receiving shares of common stock of the Company pursuant to the
Consulting Agreement shall be referred to herein as the "Consultant." The
general nature and purpose of the Consulting Agreement is to assist in marketing
and in the investigation and analysis of investment opportunities available in
innovative wireless technology for the Company and, at the same time, compensate
the Consultant for said consulting services. The term of the Consulting
Agreement is one (1) year, except as provided herein. The Consulting Agreement
may be renewed only by the mutual written agreement of the Parties. The Company
or the Consultant may terminate the Consulting Agreement at any time by written
notice to the other party. The Consulting Agreement qualifies as an Employee
Benefit Plan as defined under Rule 405 of Regulation C.
(1) The consulting services agreement between the Company and Erin Steiner
("Steiner") provides for 850,000 shares of common stock of the Company to be
issued to Steiner. The consultant receiving shares of common stock of the
Company pursuant to the Consulting Agreement shall be referred to herein as the
"Consultant". The general nature and purpose of the Consulting Agreement is to
provide for accounting and internal auditing services for the Company and, at
the same time, compensate the Consultant for said consulting services. The term
of the Consulting Agreement is one (1) year. The Consulting Agreement may be
renewed only by the mutual written agreement of the Parties. The Company or the
Consultant may terminate the Consulting Agreement at any time by written notice
to the other party. The Consulting Agreement qualifies as an Employee Benefit
Plan as defined under Rule 405 of Regulation C.
(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457. On November 10, 2004, the fair market value of the
Company's common stock, determined from its closing price on the
Over-the-Counter Bulletin Board was $.05 per share. On this basis, the maximum
aggregate offering price for the shares being registered hereunder is $167,500
and this is the basis for computing the filing fee in accordance with Rule
457(h) and at a rate of the aggregate offering price multiplied by .0001267.
2
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement: (i) the Company's Annual Report on Form 10-KSB, as
amended, for the fiscal year ended September 30, 2003, (ii) the Company's
Quarterly Report on Form 10-QSB, as amended, for the period ended December 31,
2003, March 31, 2004 and June 30, 2004 (iii) the Company's periodic reports on
Form 8-K, as amended, filed February 10, 2004, March 26, 2004, May 10, 2004 and
August 27, 2004 (iv) the Company's Form 10-SB registration statement, as
amended, filed June 15, 1999. All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada General Corporation Law generally allows the
Registrant to indemnify any person who was or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he or she is or was a director, officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other enterprise. The Registrant may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to pay any
such amounts if it is later determined that such person was not entitled to be
indemnified by the Registrant.
ITEM 8. EXHIBITS
The Exhibits required to be filed as part of this Registration Statement are
listed in the attached Index to Exhibits and incorporated herein by this
reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represents no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
3
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Gig Harbor, Washington, on this 10th day of November, 2004.
REALITY WIRELESS NETWORKS, INC.
(Name of Registrant)
Date: November 10, 2004
By: /s/ Steve Careaga
-----------------------------------------
Name: Steve Careaga
Its: CEO
5
INDEX TO EXHIBITS
Number Description
- ------ -----------
4.1 Amendment No. 3 to Consulting Services Agreement between Kevin Evans and
Reality Wireless Networks, Inc.
4.2 Consulting Services Agreement between Erin Steiner and Reality Wireless
Networks, Inc..
5 Opinion of The Otto Law Group PLLC
23.1 Consent of The Otto Law Group, PLLC (contained in exhibit 5)
23.2 Consent of Independent Auditor
6