UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2005
Reality Wireless Networks, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-26369
(Commission File Number)
88-0422026
(IRS Employer Identification No.)
4916 Point Fosdick Dr., Suite 102, Gig Harbor, WA 98335
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (253) 853-3632
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
FORM 8-K
Reality Wireless Networks, Inc.
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On July 21, 2005 Reality Wireless Networks, Inc. ("Registrant") and
Arabian Recab For Trading Co., ("Recab International"), entered into an
agreement to merge a wholly owned subsidiary of Registrant with into Recab
International and to rename Registrant "Recab International Inc", (the "reverse
merger"). The agreement provides that all of the shares of common stock of Recab
International issued and outstanding at the time the merger becomes effective
under applicable state law (the "Effective Time"), will be converted into common
stock of Registrant such that the current holders of Arabian Recab common stock
will hold 98% of all shares of Registrant's common stock outstanding immediately
after the closing of this merger transaction. The agreement may be terminated at
any time prior to the Effective Time by written agreement; by Arabian Recab for
breach of any of the representations and warranties or covenants of Registrant
if such breach is not cured within thirty days of written notice; by Registrant
for breach of any Arabian Recab representations and warranties or covenants if
the breach is not cured within thirty days of written notice; by either party
upon completion of due diligence.
Section 2 - Financial Information
Section 3 - Securities and Trading Markets
Section 4 - Matters Related to Accountants and Financial Statements
Section 5 - Corporate Governance and Management
Section 6 - [Reserved]
Section 7 - Regulation FD
Section 8 - Other Events
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
The financial statements of Arabian Recab and pro forma financial
statements of the combined entities will be incorporated by reference in an
amendment to this Form 8-K.
EXHIBIT NUMBER DESCRIPTION LOCATION
2.2 Agreement and Plan of Merger Filed Herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REALITY WIRELESS NETWORKS, INC.
(Registrant)
Date: July 26, 2005
/s/ Steve Careaga
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Steve Careaga, Chief Executive Officer