UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-26369
(Check One) [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 2005
[ ] Transition Report on From 10-K
[ ] Transition Report on From 20-F
[ ] Transition Report on From 11-K
[ ] Transition Report on From 10-Q
[ ] Transition Report on From N-SAR
For the Transition Period Ended: ___________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT
THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of
the filing checked above, identify the
Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
REALITY WIRELESS NETWORKS, INC.
Full Name of Registrant
Former Name if Applicable
4906 Point Fosdick Dr., Suite 102
Address of Principal Executive Office (Street and Number)
Gig Harbor, Washington 98335
City, State and Zip Code
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PART II -- RULES 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|_| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K, or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
|_| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K 20-F, 11-K,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Registrant was unable to file its Quarterly Report on Form 10-QSB for the
period ended March 31, 2005 within the prescribed time period for the following
reason: On May 16, 2005, the Registrant's publisher inadvertently filed the
Registrant's Quarterly Report under the EDGAR filing tag "10-Q" and therefore
the Registrant was unable to timely file its Quarterly Report under the correct
EDGAR filing tag of "10QSB." Immediately following the filing of this Form
12B-25 the Registrant shall instruct its publisher to file the Registrant's Form
10-QSB for the period ended March 31, 2005.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification.
David Otto, The Otto Law Group, PLLC: 206.262.9545
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities and Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports been filed? If answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results or operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if separate, state the reasons why a reasonable estimate of
the results cannot be made.
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REALITY WIRELESS NETWORKS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 17, 2005 By: /s/ Steve Careaga
----------------------
Name: Steve Careaga
Its: CEO
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