U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): February 19, 2004
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R Wireless, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 000-32335 58-2558702
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(State or other
Jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4210 Columbia Road, Suite 10C, Martinez, GA 30907
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-534-2202
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Item 3. Bankruptcy or Receivership.
Item 4. Changes in Registrant's Certifying Accountant.
Item 5. Other Events and Regulation FD Disclosure.
On February 19, 2004, R Wireless, Inc. (the Company") filed its annual report
as of September 30, 2003 on Form 10-KSB. The report contains some information
from the Company's annual report as of September 30, 2002, including the audited
financial statements, which was not updated for a 2003 filing. The Company has
informed its auditors, the NASD and the Security and Exchange Commission (the
"SEC") of the inaccurate filing and is diligently preparing an amended Form
10-KSB, with updated, audited financial statements and current information. It
is anticipated that a corrected Form 10-KSB/A will be filed with the SEC, no
later than March 12, 2004.
Item 6. Resignations of Registrant's Directors.
Item 7. Financial Statements and Exhibits.
Item 8. Change in Fiscal Year.
Item 9. Regulation FD Disclosure.
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
of the Code of Ethics.
Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
Item 12. Results of Operations and Financial Condition.
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.
March 1, 2004 By: /s/ Mark S. Neuhaus
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Name: Mark S. Neuhaus
Its: Chairman and President (CEO)