UNITED  STATES
                      SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON,  D.C.  20549

                                  FORM  SB-2/A


         REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933
 
                                (AMENDMENT NO. 8)
 
                                    Reese Corp.
-------------------------------------------------------------------------------
              (Name  of  small  business  issuer  in  its  charter)

     Nevada                           4899                       98-0409895
     ------                           ----                       ----------
State or jurisdiction of         (Primary Standard           (I.R.S. Employer
incorporation or organization)    Industrial Code)          Identification  No.)


           Suite  1219,  1450  Chestnut Street, Vancouver, BC V6J 3K3
--------------------------------------------------------------------------------
      (Address  and  telephone  number  of  principal  executive  offices)

           Suite  1219,  1450  Chestnut Street, Vancouver, BC V6J  3K3
--------------------------------------------------------------------------------
 (Address  of  principal  place  of  business  or intended  principal  place  of
                                    business)

             Val-U-Corp Services, Inc., 1802 N. Carson Street, Ste 212, 
             ----------------------------------------------------------
                              Carson City, NV 89701
                              ---------------------

        (Name,  address  and  telephone  number  of  agent  for  service)

Approximate  date  of  proposed  sale  to  the  public:  As  soon  as
practicable  after  the  effective  date  of  this  Registration  Statement.

If  any  of  the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check


the  following  box:   |XX|

If  this  Form  is  filed  to  register  additional  securities  for  an
offering  pursuant  to  Rule  462(b)  under  the  Securities  Act,  check  the
following  box  and  list  the  Securities  Act  registration  statement  number
of  the  earlier  effective  registration  statement  for  the  same  offering.
|__|   _______________________________

If  this  Form  is  a  post-effective  amendment  filed  pursuant  to  Rule
462(c)  under  the  Securities  Act,  check  the  following  box  and  list  the
Securities  Act  registration  statement  number  of  the  earlier  effective
registration  statement  for  the  same  offering.  |__| ______________________

If  this  Form  is  a  post-effective  amendment  filed  pursuant  to  Rule
462(d)  under  the  Securities  Act,  check  the  following  box  and  list  the
Securities  Act  registration  statement  number  of  the  earlier  effective
registration  statement  for  the  same  offering.   |__|  ____________________ 

If  delivery  of  the  prospectus  is  expected  to  be  made  pursuant  to Rule
434,  check  the  following  box.   |__|

                 CALCULATION  OF  REGISTRATION  FEE
----------------------------------------------------------------------
TITLE OF EACH                   PROPOSED     PROPOSED
CLASS OF                        MAXIMUM      MAXIMUM
SECURITIES                      OFFERING     AGGREGATE      AMOUNT  OF
TO BE         AMOUNT TO BE      PRICE PER    OFFERING       REGISTRATION
REGISTERED    REGISTERED        SHARE        PRICE          FEE
----------------------------------------------------------------------
Common  Stock  6,097,650  shares  $0.20     $1,219,530      $154.51
----------------------------------------------------------------------


(1)  This  price  was  arbitrarily  determined  by  Reese  Corp.
(2)  Estimated  solely  for  the  purpose  of  calculating  the  registration
fee  in  accordance  with  Rule  457  under  the  Securities  Act.

The  registrant  hereby amends this registration statement on such date or dates
as  may be necessary to delay its effective date until the registrant shall file
a  further  amendment which specifically states that this registration statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the

Securities  Act  of  1933  or  until  the  registration  statement  shall become
effective  on  such date as the Commission, acting pursuant to Section 8(a), may
determine.

                          Copies of Communications to:
                               Gary  Henrie,  Esq.
                           10616  Eagle  Nest  Street
                             Las  Vegas,  NV  89141
                               Fax:  702.263.8102

                                      -1-
 

                                   PROSPECTUS

                                   REESE CORP.


                                6,097,650 SHARES
                                  COMMON STOCK
                                ----------------

The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. This offering will terminate on
_____________, that date being 20 months after the date of this prospectus.   We
have  set  an  offering  price  for these securities of $0.20 per share.  If our
common  stock  becomes  quoted on the OTC Bulletin Board, the offering price for
these  securities  will be determined by prevailing market prices at the time of
sale  or by private transactions negotiated by the selling shareholders.  Though
we  intend  to make application for listing, we cannot assure investors that our
common  stock  will  become  quoted  on  the  OTCBB.



           Offering Price    Commissions    Proceeds to Selling Shareholders
                                            Before Expenses and Commissions
                                   
Per Share  $          0.20  Not Applicable  $          0.20

Total . .  $     1,219,530  Not Applicable  $     1,219,530


Our  common  stock is presently not traded on any market or securities exchange.

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

THE  PURCHASE  OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE  OF  RISK.  SEE  SECTION  ENTITLED  "RISK  FACTORS"  ON  PAGES  5  -  7.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.

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


           THE DATE OF THIS PROSPECTUS IS: __________________________

                                        -2-
 

                                 TABLE OF CONTENTS

                                                                   PAGE


Summary
Description  of  the  Business                                       4
Risk Factors                                                         6
Use of Proceeds                                                      8
Determination of Offering Price                                      8
Dilution                                                             9
Selling Shareholders                                                 9
Plan of Distribution                                                10
Legal Proceedings                                                   11
Directors, Executive Officers, Promoters and Control Persons        12
Security Ownership of Certain Beneficial Owners and Management      14
Description of Securities                                           15
Interest of Named Experts and Counsel                               16
Disclosure of Commission Position of Indemnification for
 Securities Act Liabilities                                         17
Description of Business                                             17
Plan of Operations                                                  22
Description of Property                                             25
Certain Relationships and Related Transactions                      25
Market for Common Equity and Related Stockholder Matters            26
Executive Compensation                                              29
Financial Statements                                                30
Changes in and Disagreements with Accountants                       43
Available Information                                               43

                                  -3-
 

                                     SUMMARY

REESE  CORP.

DESCRIPTION  OF  THE  BUSINESS

We were incorporated on November 20, 2002 under the laws of the state of Nevada.
Our  principal  offices  are  located  at  Suite  1219,  1450  Chestnut  Street,
Vancouver, BC V6J  3K3.  Our Phone number is 604-221-4988.
                        
Reese Corp. through its subsidiary Oasis Wireless ("Oasis") provides secure high
speed wireless internet access to the public via public hot spots. A hot spot is
a  location  that is typically positioned in an area of high public traffic such
as  a  downtown  core;  train,  bus,  ferry, or subway locations; hotel lobbies;
coffee  shops  and similar venues. A subscriber can access the internet with his
or her wireless device when located at one of these hot spots. This is a prepaid
service  and  the  subscriber  has  a choice of paying with a credit card online
through  a  secure server or with a pre-paid card with an access code. The later
method  is  more convenient for the user.  These cards are made available to the
hot  spot  venue  for  sale  to their customers. Oasis owns a proprietary access
solution  that  consists  of  an  access  point  which is located at a venue and
software  hosted  at  our server which handles billing, security, authentication
and  merchant  account  services.  The hardware device communicates with the end
users'  laptop  or PDA with a wireless protocol commonly known as Wi-Fi. The end
users'  wireless  device  must  be  equipped  with the appropriate Wi-Fi network
interface cards.  This is a card that fits in a slot in a laptop or other device
and allows the user to actually communicate with our server and use the service.

Our  operations and the operations of our subsidiary Oasis are extremely limited
at  this  point.  Oasis  installed working hot spots in a cafe called "Pane from
Heaven"  and  at  the  Jericho  sailing  club  in Vancouver.  Neither we nor our
subsidiary  Oasis  have  generated  any  revenues from the two hot spots that we
control currently.  Oasis has finalized arrangements with Blenz Coffee to set up
one  test  site at a Blenz Coffee location for the WiFi service.  We continue to
negotiate  with  Blenz Coffee for the right to establish sites at their other 35
locations  in the Vancouver Lower Mainland.  Our business operations are limited
at  this point and there is no assurances whatsoever that our business plan will
advance  from  this  point  or  make  any  revenue  at  all.

Oasis can also offer customized web pages and steer location specific content to
users'  browsers  as part of an advertising strategy of a particular venue where
the  service  is  located.  Oasis  can  also offer customize web pages and steer
location  specific content to users' browsers as part of an advertising strategy
of  a  particular  venue where the service is located. Our hardware will also be
able  to  support  web camera applications for security purposes.  None of these
potential  services  are  being  deployed  at  the  present  time.

THE OFFERING

Securities Being Offered

Up to 6,097,650 shares of our common stock.

Offering Price 

The offering price of the common stock is $0.20 per share.

Alternative Plan of Distribution

We  intend  to apply to the NASDAQ Over-The-Counter Bulletin Board (the "OTCBB")
to  allow  the  trading of our common stock upon our becoming a reporting entity
under  the  Securities  Exchange  Act  of  1934.  If our common stock becomes so
traded  and  a  market for the stock develops, the actual price of stock will be
determined  by  prevailing  market  prices  at  the  time  of sale or by private
transactions  negotiated  by the selling shareholders.  The offering price would
thus  be  determined  by  market  factors  and  the independent decisions of the
selling shareholders.  Investors should remember, however, that a market for the
stock  may  never  develop.

Minimum Number of Shares
To Be Sold in This Offering

None.


Securities Issued
And to be Issued

13,297,650  shares of our common stock are issued and outstanding as of the date
of  this  prospectus.  All  of the common stock to be sold under this prospectus
will  be  sold  by  existing  shareholders.

Use of Proceeds

We  will  not  receive  any  proceeds  from  the sale of the common stock by the
selling  shareholders.

SUMMARY FINANCIAL INFORMATION
 
Balance Sheet Summary as of September 30, 2004
----------------------------------------------

Cash                                        $    8,299
Total Assets                                $    8,299
Liabilities                                 $   84,454
Total Stockholders' Deficit                 $  (76,155)

Statement of Operations Summary from Inception through September 30, 2004
-------------------------------------------------------------------------

Revenue for three months ended 
   September 30, 2004                       $      442
Revenue since inception on 
   November 20, 2002 to September 30, 2004  $    1,007

Net Loss for the three month period ended 
   September 30, 2004                       $  (32,534)
Net loss since inception on 
  November 20, 2002 to September 30, 2004   $ (160,816)
 

Balance Sheet Summary as of June 30, 2004
-----------------------------------------

Cash                                        $    4,126
Total Assets                                $    6,064
Liabilities                                 $   58,169
Total Stockholders' Deficit                 $  (52,105)

Statement of Operations Summary from Inception through June 30, 2004
--------------------------------------------------------------------

Revenue                                     $      565
Net Loss for the year ended June 30, 2004   $  (80,605)
Net loss since inception on 
  November 20, 2002 to June 30, 2004        $ (128,282)


                                  RISK FACTORS

An  investment  in  our common stock involves a high degree of risk.  You should
carefully  consider  the risks described below and the other information in this
prospectus  before  investing in our common stock. If any of the following risks
occur,  our  business,  operating  results  and  financial  condition  could  be
seriously  harmed.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL AND AN INVESTOR
IN  THE  COMPANY  COULD  LOSE  ALL  OF  THEIR  INVESTMENT  IN  REESE  CORP.
 
As  of  September  30,  2004,  we  had  $8,299  in  cash on hand. We do not have
sufficient cash to sustain our current operations.  We  project  that we need to
raise  $350,000  in  order  to  execute  our  business  plan  over  the  next 12
months.  We currently do  not have any arrangements for financing and we may not
be able to obtain financing.  With limited funds we may be unable to sustain our
business  operations  and  an already existing investor could lose 100% of their
investment in this case.
 
OUR SHORT OPERATING HISTORY MAKES OUR BUSINESS DIFFICULT TO EVALUATE IN TERMS OF
PREDICTING  OUR  ABILITY TO BECOME SUCCESSFUL THEREBY GIVING SUBSTANTIAL RISK TO
ANY  INVESTMENT  IN  OASIS.

We  are  currently  trying to expand our coverage in the greater Vancouver area.
However, we have a limited operating history upon which to base an evaluation of
our  business  and  prospects.  Our business and prospects must be considered in
light  of  the  risks,  expenses  and  difficulties  frequently  encountered  by
companies in their early stage of development, particularly companies in new and
rapidly evolving markets. To address these risks, we must successfully implement
our  business  plan and marketing strategies.  We may not successfully implement
all  or  any  of  our  business strategies or successfully address the risks and
uncertainties  that  we  encounter.

WE DEPEND ON ROBERT LEPAGE WHOM WE MAY NOT BE ABLE TO RETAIN IN THE LONG RUN AND
SHOULD  WE  LOSE  MR.  LEPAGE,  IT  IS ALMOST CERTAIN WE WILL NOT SUCCEED AND AN
INVESTOR  WILL  LOSE  THEIR  ENTIRE  INVESTMENT.

Mr.  Boris  Machula  does  not  have adequate personal expertise with respect to
wireless  internet access. Accordingly, we rely on the training of Robert Lepage
to  run  and  oversee the technical side of our business.  Mr. Lepage works full
time  for  Oasis spending six to eight hours per day on company matters.  Due to
the competitive nature of our industry we may not be able to retain the services
of  Mr.  Lepage.  In such event, we could not prosecute our business plan unless
we  can  replace  them.  It  is uncertain whether we would be able to do so.  In
addition,  we  have  no key-man life insurance on Mr. Lepage.  An investor could
lose  100%  of  their investment in the event Mr. Lepage were to depart from the
company.

BECAUSE  OUR  PRESIDENT, MR. MACHULA OWNS 54.1% OF OUR OUTSTANDING COMMON STOCK,
INVESTORS  MAY  FIND  THAT  CORPORATE  DECISIONS  INFLUENCED  BY MR. MACHULA ARE
INCONSISTENT  WITH  THE  BEST  INTERESTS  OF  OTHER  STOCKHOLDERS.

Mr.  Machula  is  our president and director. He owns approximately 54.1% of the
outstanding  shares of our common stock. Accordingly, he will have a significant
influence  in  determining  the  outcome  of all corporate transactions or other
matters. The interests of Mr. Machula may differ from the interests of the other
stockholders.  For  example,  factors  which  could  cause  the interests of Mr.
Machula to differ from the interest of other stockholders include his ability to
devote  the time required to run a developing company, or a decision to sell his
personal  stock  holdings at a time when it is not in the best interest of Reese
Corp.  to  do  so.  At  the  present time, Mr. Machula spends approximately four
hours  per  day  on  our  business  affairs.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL  THEIR  SHARES

A market for our common stock may never develop.  We currently plan to apply for
a  listing  of  our  common  stock  on  the  OTCBB upon the effectiveness of the
registration  statement  of  which  this  prospectus forms a part.  However, our
shares  may  never be traded on the OTCBB or, if traded, a public market may not
materialize.  If  our  common  stock  is  not traded on the OTCBB or if a public
market  for  our  common  stock  does  not develop, investors may not be able to
re-sell the shares of our common stock that they have purchased and may lose all
of  their  investment.

OUR  INDEPENDENT  AUDITOR'S  BELIEVE  THERE  IS  SUBSTANTIAL  DOUBT  THAT WE CAN
CONTINUE  AS  A  GOING  CONCERN  WHICH, IF TRUE, RAISES SUBSTANTIAL DOUBT THAT A
PURCHASER  OF  OUR  COMMON STOCK WILL RECEIVE A RETURN ON HIS OR HER INVESTMENT.

If we are not able to continue as a going concern it is likely any holder of our
common  stock  will  lose  his  or  her  investment  in  that  stock.

WE  HAVE  ATTAINED NO REVENUE TO DATE AND THERE CAN BE NO ASSURANCE THAT WE WILL
EVER  ACHIEVE REVENUES, IN WHICH EVENT ANY INVESTOR IN REESE CORP. WILL LOSE HER
OR  HIS  INVESTMENT.

Not  only  have  we  not generated any revenue to date, there is no sign at this
point  that  we  will  ever  earn  revenue  or  be  profitable  in  the  future.

TECHNOLOGY  CHANGES COULD PUT FURTHER IMMEDIATE CAPITAL REQUIREMENTS UPON US AND
PUT  PRESSURE  ON  OUR  ALREADY  WEAK  FINANCIAL  POSITION,  THEREBY PUTTING THE
INVESTOR  AT  RISK  OF  LOSING  ALL OF THEIR FUNDS DUE TO OUR BECOMING ILLIQUID.

The  Wi-Fi  technology is still evolving and it is possible that a new frequency
could  be  adopted by the greater Wi-Fi user community.  This would cause us and
Oasis  to have to upgrade our servers and other peripherals to stay in sync with
the  standards for WiFi use.  Considering the cost of this equipment, this could
put  further  financial  pressure  on  us.

OUR  SOFTWARE APPLICATIONS COULD INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF
OTHERS  SUBJECTING  US  TO  LIABILITY  AND  OUR  INVESTORS  TO  A  LOSS OF THEIR
INVESTMENTS.

We  do  not  hold  any patent rights on our software applications.  Accordingly,
there  can be no assurance that our software applications do not infringe on the
patent  or  other  intellectual property rights of others.  In the event we have
infringed on the rights of others and such rights are ever enforced, any profits
realized  by  us  during  a  time  of  infringement  could  be  subject to being
confiscated  by  the  party  or  parties  holding  such  rights  putting  us  in
significant  jeopardy  financially.  The  realization  of  any such events would
likely  result  in  our  investors  losing  part  of  all  of their investments.

FORWARD-LOOKING  STATEMENTS

This  prospectus  contains  forward-looking  statements  that  involve risks and
uncertainties.  We  use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.  You
should  not  place  too  much reliance on these forward-looking statements.  Our
actual  results  are  most likely to differ materially from those anticipated in
these  forward-looking statements for many reasons, including the risks faced by
us  described  in  this  Risk  Factors section and elsewhere in this prospectus.


USE  OF  PROCEEDS

We  will  not  receive  any  proceeds  from the sale of the common stock offered
through  this  prospectus  by  the  selling  shareholders.


DETERMINATION  OF  OFFERING  PRICE

The  $0.20  per share offering price of our common stock was arbitrarily chosen.
There is no relationship whatsoever between this price and our assets, earnings,
book  value or any other objective criteria of value.  We intend to apply to the
OTCBB  for  the trading of our common stock upon our becoming a reporting entity
under  the  Securities  Exchange  Act of 1934.  We intend to file a registration
statement  under  the  Exchange  Act  concurrently with the effectiveness of the
registration  statement  of  which  this prospectus forms a part.  If our common
stock becomes so traded and a market for the stock develops, the actual price of
stock  will  be determined by prevailing market prices at the time of sale or by
private transactions negotiated by the selling shareholders.  The offering price
would  thus be determined by market factors and the independent decisions of the
selling  shareholders.


DILUTION

The  common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding.  Accordingly, there will be no dilution to our
existing  shareholders.


SELLING  SHAREHOLDERS

The  selling shareholders named in this prospectus are offering 6,097,650 shares
of  common  stock.  The  following  table  provides  as  of  September 30, 2004,
information regarding the beneficial ownership of our  common stock held by each
of the selling shareholders, including:

1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion of the
   offering; and
4. the percentage owned by each following the offering.




                                  TOTAL NUMBER               PER CENT
                                   OF SHARES    TOTAL SHARES  OWNED
                                     TO BE      TO BE OWNED   UPON
                    SHARES OWNED  OFFERED FOR      UPON     COMPLETE-
                      PRIOR TO      SELLING     COMPLETION   ION OF
       NAME             THIS      SHAREHOLDERS   OF THIS      THIS
 OF SHAREHOLDER       OFFERING      ACCOUNT      OFFERING   OFFERING
------------------  ------------  ------------  ----------  --------
                                                 
Murray Blewitt. . . .  450,000     450,000       -0-         0.0%
Kelly Boechler. . . .  375,000     375,000       -0-         0.0%
Julie Boechler. . . .  300,000     300,000       -0-         0.0%
Kendall Clemas. . . .    2,000       2,000       -0-         0.0%
Richard Clemas. . . .    2,000       2,000       -0-         0.0%
Stanley Davis . . . .    1,200       1,200       -0-         0.0%
Brian Del Signore . .    1,000       1,000       -0-         0.0%
Ernest Del Signore. .    1,200       1,200       -0-         0.0%
Shauna Doersam. . . .  300,000     300,000       -0-         0.0%
Galen Evans . . . . .  450,000     450,000       -0-         0.0%
Evgenia Faifel. . . .  300,000     300,000       -0-         0.0%
John Gordon . . . . .    1,200       1,200       -0-         0.0%
Michelle Gordon . . .      800         800       -0-         0.0%
Dezso J. Linbrunner .    1,200       1,200       -0-         0.0%
Annette Linbrunner. .      750         750       -0-         0.0%
Steve Livingston. . .  450,000     450,000       -0-         0.0%
Christie McGillivary.  480,000     480,000       -0-         0.0%
Walter  Majewski. . .    1,200       1,200       -0-         0.0%
Francis Majewski. . .    1,200       1,200       -0-         0.0%
Paul Myring . . . . .  450,000     450,000       -0-         0.0%
Hai Nguyen. . . . . .  360,000     360,000       -0-         0.0%
Julie Panneton. . . .    1,000       1,000       -0-         0.0%
Richard Radford . . .    1,250       1,250       -0-         0.0%
Lynne Radford . . . .    1,250       1,250       -0-         0.0%
Viktoria Roudnitskaia  450,000     450,000       -0-         0.0%
Dale Severson . . . .    1,200       1,200       -0-         0.0%
Amy Severson. . . . .    1,200       1,200       -0-         0.0%
Steve Toban . . . . .  510,000     510,000       -0-         0.0%
Svetlana Tompkins . .    1,000       1,000       -0-         0.0%
James Walker. . . . .    1,200       1,200       -0-         0.0%
Shelley Walker. . . .  420,000     420,000       -0-         0.0%
Georgina Wallace. . .  360,000     360,000       -0-         0.0%
Carl Whiteside. . . .  420,000     420,000       -0-         0.0%
Warren Willmeng . . .      800         800       -0-         0.0%


The  named  parties  beneficially  own and have sole voting and investment power
over  all  shares  or  rights to these shares.  The numbers in this table assume
that  none  of  the  selling shareholders sells shares of common stock not being
offered  in  this prospectus or purchases additional shares of common stock, and
assumes  that  all  shares  offered  are  sold.

None  of  the  selling  shareholders  or  their  beneficial  owners:

- have had a material relationship with us other than as a shareholder at any
  time within  the  past  three  years;  or

- have ever been an officer or directors of the company or any of our
predecessors or affiliates within the past three years.


                              PLAN OF DISTRIBUTION

This  prospectus  is  part  of a registration statement that enables the selling
shareholders  to sell their shares on a continuous or delayed basis for a period
of twenty months.  We have advised the selling shareholders that they shall only
be  permitted  to  sell their shares in jurisdictions where it is lawful to sell
such securities.  Thus, the selling shareholders will be permitted to sell their
shares  in  foreign  countries  if they comply with all rules and regulations of
that  particular  jurisdiction.  Additionally, the selling shareholders shall be
permitted  to sell their shares in the United States only upon this registration
statement  becoming  effective.  Furthermore,  the selling shareholders' selling
efforts  shall be limited to unsolicited brokerage transactions that comply with
the  provisions  of  Regulation  M.

The  selling  shareholders  may sell some or all of their common stock in one or
more  transactions,  including  block  transactions:

1. On such public markets or exchanges as the common stock may from time to time
   be trading;
2. In privately negotiated transactions;
3. In short sales; or
4. In any combination of these methods of distribution.

The sales price to the public is fixed at $0.20 per share until such time as the
shares  of  our  common  stock  become  traded on the OTCBB or another exchange.
Although we intend to apply for trading of our common stock on the OTCBB, public
trading  of our common stock may never materialize.  If our common stock becomes
traded on the OTCBB or another exchange, then the sales price to the public will
vary  according  to  the  selling  decisions of each selling shareholder and the
market  for  our stock at the time of resale.  In these circumstances, the sales
price  to  the  public  may  be:

1. The market price of our common stock prevailing at the time of sale;
2. A price related to such prevailing market price of our common stock; or
3. Such other price as the selling shareholders determine from time to time.

The  shares  may  also  be  sold  in compliance with the Securities and Exchange
Commission's  Rule  144.

The selling shareholders whose shares are being registered under this prospectus
and  registration  statement  may  choose  not  to  sell  their  shares.

We  are bearing all costs relating to the registration of the common stock.  The
selling shareholders, however, will pay any commissions or other fees payable to
brokers  or  dealers  in  connection  with  any  sale  of  the  common  stock.

The selling shareholders must comply with the requirements of the Securities Act
of  1933  and  the  Securities  Exchange Act in the offer and sale of the common
stock.  In  particular,  during  such  times  as the selling shareholders may be
deemed  to  be  engaged  in a distribution of the common stock, and therefore be
considered  to  be an underwriter, they must comply with applicable law and may,
among  other  things:

1. Not  engage in any stabilization activities in connection with our common
stock;

2. Furnish each broker or dealer through which common stock may be offered, such
copies  of  this prospectus, as amended from time to time, as may be required by
such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any person
to purchase any of our  securities  other than as permitted under the Securities
Exchange Act.


                                LEGAL PROCEEDINGS

We  are  not  currently  a  party  to  any  legal  proceedings.

Our agent for service of process in Nevada is Val-U-Corp Services, Inc., 1802 N.
Carson  Street,  Suite  212,  Carson  City,  Nevada  89701.


          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

OFFICERS AND DIRECTORS

The following is information regarding our officers and director:

Name  of  Director
and  Officers               Age
----------------------     -----
Boris Machula               38          President, CEO, Secretary,  
                                        Treasurer  and  Director

Robert M. Lepage            44          President of Subsidiary (Oasis  
                                        Wireless, Inc)

BORIS  MACHULA

Mr.  Machula  has  a  Business Management Diploma from Langara College.   He has
also  spent  time in the Microsoft Certified Systems Engineering program but did
not  finish  the  course.   He  has  spent a significant amount of time building
computer  networks  through  the years as a hobby and generally understands many
technologies  well.    Prior  to  becoming  involved  in Reese Corp. Mr. Machula
earned  his  living  as  a  private  investor.

DUTIES

Mr. Machula is responsible for finding financing for us and also handles most of
our day to day matters as they relate to paying bills and other mundane details.
He is also responsible for organizing information for this Form SB-2, which more
specifically  would  be  accounting  and  legal  matters.   Mr. Machula has also
jointly  been  involved  in  maintaining  the  website  for  Oasis.

Mr.  Machula has to this point been a lender of last resort to us although there
is  no  assurance  that  this  will  continue  in  the  future.

TIME WITH COMPANY

November, 2002 until present.

ROBERT  M.  LEPAGE

Mr.  Lepage  has  been  involved  in  the Canadian wireless industry for over 15
years.

COMPANY
He  started  in  Toronto  at Bell Cellular (now Bell Mobility) in 1987 in the RF
engineering  group.   Bell Mobility among other things provides cellular service
to  consumer  and  corporate  clients.
TITLE  AND  DUTIES
Mr.  Lepage  was  an  RF  Analyst(Radio Frequency Analyst) at Bell.  His primary
focus  was  cellular  network performance and he was instrumental in maintaining
network  integrity  as  the  early  analog  system  evolved into a comprehensive
network  serving  millions  of  subscribers.
TIME  WITH  THE  COMPANY
Mr.  Lepage  was  at  Bell  from  June,  1987  to  April,  1990

COMPANY
Bell  Northern  Research.    Bell  Northern  Research  was  a subsidiary of Bell
Telephone  and  was  involved  in  cellular  telephone development and research.
TITLE  AND  DUTIES
Cellular  Signal  Researcher.   In 1990-1991 he transferred to the Bell Northern
Research  labs  in Richardson Texas where he developed an IS-54 test bed for the
first  generation  TDMA  hardware  platform.   More  simply,  he  was  advancing
cellular  hardware  technology.
TIME WITH THE COMPANY
July, 1990 to November 1991.

Upon  his  return to Toronto in 1992, he continued on with Bell Mobility and was
involved  with  the  verification  of  the  first  TDMA (type of signal used for
cellular  phones)  roll-out  on  an  active  network,  and  continued  to design
expansion areas of the growing Ontario cellular network.  He did this work until
April of 1997.

COMPANY
Clearnet  PCS Inc.  Clearnet was a cellular phone service provider before it was
acquired  by  Telus.
TITLE AND DUTIES
Radio Frequency Analyst.   In 1997 Robert moved to Vancouver, B.C. and continued
RF  Engineering  activities with Clearnet PCS Inc. He was responsible for the RF
design  of  Clearnet's CDMA network in several key markets including, Vancouver,
Calgary and Victoria, and managed the Clearnet RF engineering team just prior to
his  resignation  in  2001.
TIME WITH THE COMPANY
May,  1997  to  September  2001

COMPANY
Nortel  Networks.  Supplies  among  many  other  things cellular site equipment.
TITLE  AND  DUTIES
RF  Consultant.  In  2001,  Robert  took on a consulting role to Nortel Networks
where  he  planned  and  designed  the  Vancouver and Victoria areas of the Bell
Mobility  CDMA  1X  ready  network  in  British  Columbia.
TIME  WITH  THE  COMPANY
February,  2001  to  July  2002

COMPANY
Oasis  Wireless.  Provides  Wifi  (Wireless  internet  and  email access at high
traffic  locations)  service  to  prospective  users.
TITLE  AND  DUTIES
President,  Oasis.  Mr. Lepages duties entail handling all issues related to the
Wi-Fi  technology  used  in  hot  spots locations.  Mr. Lepage has installed the
technology  and  has  the  ability  to  service it as well.  He also planned the
website and oversaw its implementation from the interface to the billing system.
Mr.  Lepage  has  also  been  our  marketing  person and for Oasis.  He recently
negotiated  the  Blenz  Coffee  test  hot spot location (Robson Street location,
Vancouver)  which  should be installed by September 2004.  There is no guarantee
in  writing  that  this  test  location  will  be  installed  by  then  or ever.
TIME WITH THE COMPANY
November, 2002 until currently

Mr.  Lepage  has  a Bachelor of Technology and recently completed the Management
Systems  in  Advanced  Technology  program  at  Simon  Fraser  University.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table  states certain information concerning the number of shares
of  our  common  stock  owned  beneficially as of November 24, 2004 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of  our  voting  securities,  (ii)  each of our directors, and (iii)
officers and directors as a group.  The shareholder listed possesses sole voting
and  investment  power  with  respect  to  the  shares  shown.



                                Name  and  address     Number  of  Shares  Percentage  of
Title of class                  of beneficial owner      of Common Stock   Common Stock (1)
                                                                  
Common Stock. . . . . . . .  Boris Macula                7,200,000 shares             54.1%
                             Director and President
                             2534 MacDonald St.
                             Vancouver, B.C.
V6K 3Z2


Common Stock. . . . . . . .  All Officers and Directors  7,200,000 shares             54.1%
                             as a Group (one person)

 
(1)
The  percent  of  class is based on 13,297,650 shares of common stock issued and
outstanding as of November 24, 2004.
 
The  person named above has full voting and investment power with respect to the
shares  indicated.  Under the rules of the Securities and Exchange Commission, a
person  (or group of persons) is deemed to be a "beneficial owner" of a security
if  he  or  she,  directly  or indirectly, has or shares the power to vote or to
direct  the voting of such security, or the power to dispose of or to direct the
disposition  of  such security.  Accordingly, more than one person may be deemed
to  be  a beneficial owner of the same security. A person is also deemed to be a
beneficial  owner  of  any  security, which that person has the right to acquire
within  60  days,  such  as  options  or  warrants to purchase our common stock.


                            DESCRIPTION OF SECURITIES
GENERAL

Our  authorized  capital  stock  consists of 300,000,000 shares of common stock,
with  a  par  value  of  $0.001  per  share.  As  of August 31, 2004, there were
13,297,650 shares of our common stock issued and outstanding that are held by 35
stockholders  of  record.

COMMON  STOCK

Our common stock is entitled to one vote per share on all matters submitted to a
vote  of  the  stockholders, including the election of directors. Holders of our
common  stock  will  possess all voting power unless the law, or a resolution is
adopted  by  our  board,  provides  otherwise  with  regard  to preferred stock.
Generally,  all  matters  to  be  voted on by stockholders must be approved by a
majority (or, in the case of election of directors, by a plurality) of the votes
entitled to be cast by all shares of our common stock that are present in person
or represented by proxy.  Holders of our common stock representing a majority of
our  capital  stock  issued,  outstanding  and  entitled to vote, represented in
person  or  by proxy, are necessary to constitute a quorum at any meeting of our
stockholders.  A  vote by the holders of a majority of our outstanding shares is
required  to  effectuate  certain  fundamental  corporate  changes  such  as
liquidation,  merger  or  an  amendment  to  our  Articles of Incorporation. Our
Articles  of  Incorporation do not provide for cumulative voting in the election
of  directors.

The  holders  of  shares  of  our  common  stock  will  be entitled to such cash
dividends  as  may  be declared from time to time by our board of directors from
funds  available  for that purpose.  In the event of liquidation, dissolution or
winding  up,  the  holders  of  shares  of  our common stock will be entitled to
receive  pro  rata  all  assets  available  for  distribution  to  such holders.

In  the  event  of  any  merger or consolidation with or into another company in
connection  with  which  shares  of  our  common  stock  are  converted  into or
exchangeable for shares of stock, other securities or property (including cash),
all  holders  of  our common stock will be entitled to receive the same kind and
amount  of  shares  of stock and other securities and property (including cash).

Holders of our common stock have no pre-emptive rights, no conversion rights and
there  are  no  redemption  provisions  applicable  to  our  common  stock.

DIVIDEND  POLICY

We  have  never  declared  or  paid  any cash dividends on our common stock.  We
currently  intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable  future.

SHARE  PURCHASE  WARRANTS

We  have  not issued and do not have outstanding any warrants to purchase shares
of  our  common  stock.

OPTIONS

We have not issued and do not have outstanding any options to purchase shares of
our  common  stock.

CONVERTIBLE  SECURITIES

We  have  not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of  our  common  stock.


INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

No  expert  or  counsel named in this prospectus as having prepared or certified
any  part of this prospectus or having given an opinion upon the validity of the


securities  being  registered or upon other legal matters in connection with the
registration  or  offering  of  the  common  stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest in
the  registrant  or any of its parents or subsidiaries.  Nor was any such person
connected  with  the  registrant  or  any  of  its  parents or subsidiaries as a
promoter,  managing or principal underwriter, voting trustee, director, officer,
or  employee.

Gary  Henrie,  Attorney  at  law, our independent legal counsel, has provided an
opinion  on  the  validity  of  our  common  stock.

Williams  &  Webster,  P.S.,  independent  public  accountants  from  Spokane,
Washington, have audited our financial statements for the fiscal year ended June
30,  2003.  Williams  & Webster, P.S. has presented their report with respect to
our  audited  financial  statements  for  that period.  The report of Williams &
Webster,  P.S.  is  included  in  reliance  upon  their  authority as experts in
accounting  and  auditing.

Amisano Hanson, independent public accountants from Vancouver, British Columbia,
Canada, have audited our financial statements for the fiscal year ended June 30,
2004.  Amisano  Hanson  has  presented  their report with respect to our audited
financial  statements for that period.  The report of Amisano Hanson is included
in  reliance  upon  their  authority  as  experts  in  accounting  and auditing.


DISCLOSURE  OF  COMMISSION  POSITION  OF  INDEMNIFICATION
FOR  SECURITIES  ACT  LIABILITIES

Our  directors  and  officers  are indemnified as provided by the Nevada Revised
Statutes  and  our  bylaws.  We  have  been  advised  that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the  Securities  Act  of  1933  is  against  public  policy  as expressed in the
Securities  Act  of  1933, and is, therefore, unenforceable. In the event that a
claim  for  indemnification  against  such liabilities is asserted by one of our
directors,  officers,  or  controlling persons in connection with the securities
being registered, we will, unless in the opinion of our legal counsel the matter
has  been  settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We  will  then  be  governed  by  the  court's  decision.


DESCRIPTION  OF  BUSINESS

HISTORY

We  were incorporated in the state of Nevada on November 20, 2002 under the name
Reese Corp.   In April, 2003, we determined to take steps to develop our current
business operations by acquiring Oasis Wireless of Vancouver, BC, Canada.  Oasis
was  acquired  for  nominal  consideration with the understanding that Robert M.
Lepage could continue to work for Oasis and develop his vision for that company.
The  description  of  our  business in this prospectus is the description of our
business  as  it  was  created originally by Oasis and as we continue to operate
through  Oasis  as  our wholly owned subsidiary.  We have no business operations
other  than  those  conducted  through Oasis.  While we do not have any renting,
leasing or profit sharing agreements with our current hot spot locations, we may
in  the  future  enter  into  an  agreement  with our current or future hot spot
locations.  Our  thin  client  computer  is a non-obtrusive installment in their
business  place.  We  believe  that this service is beneficial because it allows
the  customers  to  utilize  their  PDA  or laptop computers while consuming the
products  at  the  hot  spot  locations.

Oasis  originally  entered  into a non exclusive open ended arrangement where we
would  have access to back office software and internet access gateway hardware.
A  company  called  Fatport  supplied  us with this software.  This was achieved
through  a  licensing  process  where  we paid monthly fees for the use of their
infrastructure.  This  provided  us  with  the ability to quickly deploy our own
Wi-Fi  hot  spot  locations  using our own branding and logo. FatPort's business
model was built around licensing their proprietary hardware/software solution to
other potential wireless internet service providers in the same geographic area.
We  withdrew from this arrangement after two months when it was evident that the
arrangement  was  not  in the best interest of our future goals and growth as it
was going to be too expensive for us.  The separation between the two businesses
was  amicable.

OPERATIONS

Our  business  plan  calls for the on-going development of the hot spot or Wi-Fi
service  offering.  This  will  involve  operations  primarily  in  the areas of
business  development,  marketing  and  sales.  Secondary  efforts  will  be
concentrated  on  providing  customized  value added services on to the existing
hardware  platform  when  customers' requests and financial resources allow. Our
current  offering  consists  of  an access point/thin client computer located at
each  venue  and  our  proprietary  back office software which handles security,
billing and authentication. Two thin client computers have been installed in the
greater  Vancouver area in hot spots.   Pane from Heaven is one access point and
the  other  one  in  Vancouver  is  the  Jericho  Sailing  Club.

A  thin  client computer is a generic term which refers to a computer that has a
basic  operating  system but relies on a separate server for running the bulk of
its  data  processing.  In our configuration the thin client is the access point
which is physically located at a hotspot location. The access point is connected
to  the  remote  server  via  an  internet  connection.

Hot  spot  location  #1  is  located  at:

JERICHO  COMMUNITY  SAILING  CENTRE
The  Galley  Restaurant
1300  Discovery  Rd.
Vancouver  B.C.
In  service  since  July  2003.

Hot  spot  Location  #2  is  located  at:

PANE  FROM  HEAVEN  COFFEE  AND  FOOD
1624  Cypress  St.
Vancouver,  B.C.
In  service  since  October  2003.


The thin client computer is owned by Oasis and is allowed to be installed in the
place  of  business.  No  agreements  were  used for this arrangement other than
verbal  ones  asking  to  do so.  Any revenues generated from these locations is
paid  to  Oasis  only.

To  open  up  an  account,  our  end  users agree be bound by a Customer Service
Agreement.  This  agreement  details  the  operation of the account, billing and
payment  procedures  and  explains the acceptable uses of our services.  It also
contains  language  limiting  our  liability  if  our services are ever used for
wrongful  purposes.

We are currently in discussions with a medium size coffee shop franchise company
for  deployment of a one location test site for our Wi-Fi solution. This company
has  expressed  an interest in a music distribution solution that will allow the
maintenance  and  hassle  free  operation  of  background music at each of their
locations.  Oasis is not involved in intellectual property rights issues when it
comes  to the provision of multimedia services of any kind and these matters are
solely  the responsibility of the venue in which we operate.  We are by no means
a  content  provider.  This  test  site is expected to be installed in September
2004  but  there  is  no  guarantee that this will happen as circumstances could
change.  We  have  nothing  in  writing  at  this  point  as  far as any kind of
contractual  agreement  is  concerned.

For  now,  marketing  has  largely  consisted  of  door  to door encounters with
businesses  and  phone  solicitation  carried  out  by  Robert Lepage.  On-going
marketing  initiatives  planned  will  involve  local promotional events such as
sponsorship  of  relevant  conferences  and  seminars, university promotions and
on-line  promotions  from  our website. Other target clients include franchises,
hotels,  convention centres, marinas, golf courses, RV parks, and similar venues
for  our  service.   Again  only two access points have been established at this
point.

PRINCIPAL  PRODUCTS  AND  SERVICES

We  aspire  to  provide  secure,  high  speed wireless internet access at public
venues.  Our  service  primarily appeals to corporate users/travelers which is a
subset  of  the  business segment of the mobile industry. The assumption is that
this  target  market  has  a desire to work/access internet/email outside of the
normal  work  space.  The service has now moved into the consumer market area as
public  hot spots, residential wireless, and other applications. This technology
was  developed  as  an  alternative  to  DSL/cable internet access and wired LAN
systems.  In  the  context  of  the  hotspot business model we believe that this
service  offers  a  value  proposition  to  venue  owners/operators.   While our
service  then  is Wi-fi facilitating, it is also a draw to increase customers in
the  hot  spot  location  for  the  given  business  at  that  location.

In  addition  to  the  Wi-Fi service, our hardware platform allows us to deliver
multimedia  and security services to hot spot locations. It should be noted that
Oasis is not involved in any sort of content delivery and any matters related to
content  delivery  and  intellectual  property rights are matters concerning the
venue  where the hot spot is housed and the content owner.  The access point can
serve  as  a  computerized jukebox. In this scenario MP3 files are pre-loaded to
each  access  point  via  the  internet.  Enough  titles  are  loaded  so that a
repetition  cycle  cannot be noticed.  A separate playlist is then downloaded to
the access points to tell it which songs to play. The playlist can be altered to
change  the  sequence of the titles. Video files can be downloaded to the access
points  in  a similar manner.  Again intellectual property rights regarding this
are  matters  that  are  to be dealt with by the venue owner and the video clips
they would provide to users.   In order to offer a security feature for a venue,
a  webcam can be connected to any access point associated software.  This can be
used  as  a security measure in applications where remote monitoring of premises
is  required.  These features create a value add for the proprietor of the venue
and the hardware is leveraged for its full functionality instead of use for just
the  Wi-Fi  service.  Again we would like to note that these are services we are
willing  to  provide  but  do  not  provide  in  any  capacity  now.

The  concept  of  playing  back  music at an Oasis client location (coffee shop,
restaurant  etc.)  leverages  the  flexibility  of  the  existing Wi-Fi hardware
platform  by storing MP3 music files on a Wi-Fi access point at a given customer
location.  The  music  files are played back automatically from the access point
which  is  connected to an audio system at the same physical location. The music
content  (MP3's)  are  purchased  by the Oasis client and can be downloaded to a
given access point via the internet. In this manner the client has total control
of  the  background  music  at  any or all of the clients' locations that have a
Wi-Fi  access  point deployed. When the client wishes to change the content they
can  do  so  at any time from a remote server or computer. The video application
would  work  in  the  same fashion and the content could be either stored in the
access  point  or  streamed from a dedicated server. At this time only the music
application  is  supported.

Qualified crafts people are individuals with Information Technology backgrounds.
They  are  experienced  installers  and  commissioning testers of internet based
peripherals  such  as  Wi-Fi access points, bridges, routers and similar devices
that  are  an  integral part of networked systems such as this. No more than two
individuals  would  be required for small scale deployments of 100 or less Wi-Fi
systems.  The  installation process typically takes four to five hours which can
vary  depending  upon  the  physical  and technical complexities that may arise.


We do not hold any patents on the software we have paid to have developed. We do
own  the  rights  to  the  code  that  was written specifically for our wireless
application.  The  party  hired  to  write  the code, Darren Fraser of Jammicron
Technology  Corporation,  has  released  all  rights  to  the  code  to  us.

INDUSTRY  BACKGROUND  AND  STATUS

The  following  discussion about the Wi-Fi industry appearance and evolution are
solely  the  opinion  of  Mr.  Robert  Lepage,  the  president  of  Oasis.

The  wireless  LAN  (local  area  network)  industry  emerged  in  1997 when the
Institute  of Electrical and Electronic Engineers (IEEE) standardized a wireless
frequency range to allow the interconnection of computer networks without wires.
The  main  driver  for  ratifying this standard was to make deployment of  local
area  networks  (LAN's) easier and more cost effective. The techical designation
given  to the standard is IEEE 802.11. It has a few variants but the most common
is  802.11b  which  is used exclusively for Wi-Fi deployments. At some point the
technology  started  to  work its way out of the enterprise environment into the
public domain. It became evident that if a company could offer wireless internet
access to users in public places it would offer workers a degree of mobility not
previously  experienced  when  tethered  to  a desk. Public hot spots started to
emerge  as  early  as  1999  when  several  US companies started rolling out the
service.

Since  then  economies  of scale have dictated lower hardware costs to implement
Wi-Fi  hot  spots  and the early adopter market is moving into a more mainstream
market. Computer equipment manufacturers such as Dell, Hewlett Packard, Sony and


Toshiba  are now producing notebooks and laptops with Wi-Fi capability built in.
This  is  seen  by industry analysts as a huge market push.  Wi-Fi suppliers are
installing the hot spots at all public locations where people are most likely to
use  the  service.  Other  vertical  markets such as hospitality, medicine, law,
transportation  and  recreation  are realizing the benefits of wireless internet
access.  US  cellular  service  providers are also getting into the area and are
building  their  own networks mostly at larger venues such as airports and train
stations.

Mr.  Lepage has observed that the market is changing to service an audience of a
wider  demographic  background  including  students,  and  teenagers.  This is a
positive  move  to  widening  the  Wi-fi  audience.

MARKETING

As  the  Wi-fI  industry  is  currently  receiving attention from the media, the
marketing efforts for the company are being made somewhat easier. The entry into
the Wi-Fi space by leading computer and wireless device manufacturers has helped
greatly  to  expose  the whole area of wireless internet access and its inherent
benefits.  This helps to promote the overall industry in which Oasis hopes to be
a  part.

We  plan  to  market  the  service  on  a  very  local  basis through the use of
traditional methods. We note however while these marketing plans are intended we
have  not  launched any of these initiatives yet and there is a possibility that
we  may  never  be  able to do so.  Possible marketing initiatives would involve
promotional  activities  and  some  small print ads in industry publications. We
request  that  our  hot spot location partners allow us to post signage at their
locations  depicting  our  logo  and  describing  the service offering. We would


eventually  aim  to  do  wider  promotional activities like sponsorship of local
technology  conferences,  seminars  and  networking events, although our current
financial  situation  does  not  allow  this.

With  a  limited  budget at this point phone solicitation and walk ins have been
the  market strategy so far utilized in addition to our website which we feel is
a  powerful  marketing  tool.  Our  web  address is www.OASISWIRELESS.NET.  This
website  does  not  constitute  a  part  of  the  prospectus.

COMPETITION

Competition  in the Wi-fi industry in British Columbia comes from two companies.
FaTport  and Telus Mobility.  FaTport is a smaller company with a short history.
Telus Mobility is a subsidiary of a well established phone company that has been
in  British Columbia for decades.  Telus Mobility is a well capitalized company.

FatPort  is  a  subsidiary  of  Ignition  Pointa  publicly traded company on the
Toronto  Stock  Exchange.  As  of December 31, 2004, their first fiscal quarter,
their  total revenue was US$221,285 (Canada wide), a 165% increase over the same
quarter in 2003.  They lost US$250,117 for the same period.  Even though FatPort
is  not profitable, sales figures demonstrate that it is a growth industry.  The
revenue  numbers  were  harder  to  attain  from  Telus  Mobility  because their
consolidated  balance  sheet  did  not  reveal  Wi-Fi  revenues  alone.

The  incumbent  Wi-fi provider in our market, Telus Mobility, has had the luxury
of  establishing  agreements  with  most  of the prime locations in the downtown
core. They also created a re-seller program so that any one with minimal capital
could  enter  the  space with their own brand and try to establish a venue base.
We  have  not  seen  any  of  these  competitors  emerge  however.

TECHNOLOGY

Access  Point

Oasis  uses  the  established  IEEE  802.11b  wireless air interface protocol to
connect  potential end users to our access points. The connection is established
with  a  Network  Interface  Card,  (NIC)  which plugs into the PCMCIA slot of a
notebook  or  laptop  computer.  A  Network  Interface  Card is a card that when
inserted  in  the  slot referred to allows the computer or device to communicate
within  this  certain  frequency  used  for  Wi-Fi.  Newer  computers  have this
functionality integrated into the computer body. Our access point is a small off
the  shelf  thin  client  computer.  It  has audio and video capabilities and an
ethernet port to connect to the internet. It also uses a 802.11b NIC in the same
manner as a laptop computer. In order for the computer to act as an access point
we  have  developed  a  proprietary program that runs on open source code called
Linux.  This  software controls all the functions of the access point, including
booting,  operating  system distribution, adaptive firewall, and other functions
as  well.  This  software is burnt onto a flash memory card which plugs into the
unit.

Software  Ownership

Oasis  owns  two  types  of  software  at this point.  It owns the software that
allows  music to be played through to the Wi-Fi user.  We have not utilized this
capability  to  this point.  Oasis does not have anything to do with delivery of
actual  music  or  the  intellectual  property  rights issues that go along with
delivery  of that music.  Oasis does not use this software at this time  We also
own  outright  the  software that allows our service to authenticate credit card
payments.

Wi-Fi  Server

Our  central  server hosts all of the access points (currently 2) in our network
of  hot  spots  through  dedicated  connection on the internet. It controls user
authentication,  new  account  sign  up,  billing  options,  payment processing,
logout,  session  based  access  and security algorithms. The software that runs
these  functions  is  also  written  in  Linux.

Using  outside  Sources  for  Installation  of  Requested  Services

While  Mr.  Lepage  cannot install all of the components that may be required to
provide certain services it is not expected that qualified crafts people will be
frequently  or  even  occasionally  used  over  the  next  year.

GOVERNMENT  REGULATION

Our  business  is  subject to regulation under federal, provincial and state law
applicable  to  consumer  protection.  Management  believes  that  it  is  in
substantial  compliance  with all of the foregoing federal, provincial and state
laws  and  the regulations promulgated thereunder.  Any claim that we are not in
compliance  either  now  or  in  the future could result in judgments or consent
agreements  that  required  us  to  modify  our marketing program.  In the worst
cases,  enforcement  of fraud laws can result in forcing a business to close and
to  subject  the  business  and  its  management  and employees to be subject to
criminal  prosecution  and  civil  damage  actions.

PLAN OF OPERATIONS

As previously mentioned in this text we currently have two access points for our
Wi-fi  service.

Since  inception  through  June  30,  2004,  we  earned  $565  in  revenues from
operations.  To date, our focus has been on developing our services and engaging
additional  hot  spots.  We  have  very limited  revenues because we have no end
users.  We believe we need additional hot spots before end users will view it as
a  viable  service  that  they  can  access  from  various venues.  Once we have
additional hot spots so as to be able to offer an attractive package, we plan on
marketing  our  service  to  end  users  and expect to generate revenues at that
point.

The  principle  and sole source of revenue at the present time is expected to be
derived  by  the  use  of  our WiFi services by end users.  End users must be at
least  18 years of age and will open an account with us.  Their credit card will
be  billed  monthly  for air time used during the prior month.  We can terminate
the  account  of any end user at any time if the end user is in violation of the
Customer  Service  Agreement.

The  principal  terms  of  our customer Service Agreement are highlighted below:

Users of our services must be at least eighteen years old or have the consent of
their  parents  or  legal  guardians.

The  agreement  is  not  assignable  by  the  customer.

Our  current  fee  schedule for services is posted on the Oasis website.  We may
change  or  modify  or  add  to  the  fees we charge at any time.  Such changes,
modification  or  additions  will  be  effective immediately upon posting on the
OASIS  website.

A  customer  is  responsible  for  all  charges  to  his,  her  or  its account.

Charges  are  billed  to  a  customer's  credit  card  each  month.

We  may,  in  our  sole  discretion,  suspend  or  cancel  a delinquent account.

A  customer may terminate his, her or its account at any time upon notice to our
Customer  Service  Department.

We  may terminate a customer's account at any time and for any reason including,
without  limitation,  if  the  customer  is  in  breach  of  the  agreement.

We  have  no obligation to monitor the use of the services, but we may do so and
it may disclose information regarding the use of the services if, for any reason
it  believes,  in  our  sole  discretion,  that  it  is  reasonable for us do so
including, without limitation, in order for us to satisfy any legal requirements
or  requests,  to  operate the services properly or to protect ourselves and our
customers.

The  balance  of  terms  relating  to indemnifications and our right to exercise
editorial  control  or  review  over content are set out in the customer Service
Agreement  set  out  in  Exhibit  10.4.

Principle  expenses  over  the  next 12 months are expected to be the following:

- Cost  of  salaries  which  to  this  point  have  been  irregularly  paid.
-  $179,000  for  Mr.  Machula and Mr. Lepage and three marketing people (Should
financing  allow)
- Cost  sharing  of  ADSL  high  speed  internet  facility.
$840  annually  --  $70  per  month
This  is the medium by which high speed internet service is delivered to a given
location  between  an  Internet Service Provider and the hot spot.   This is the
rented  cable  in  which the WiFi service is delivered which is also called band
width.
- Cost  of  purchasing  new  hot  spot  hardware.
$34,500-  Based on 75 new access points.  This is a purely speculative number of
new  hot  spots  for  the  year.
Nagasaki  MS2100  Thin  Client  Computers  at  US$450  per  unit and 2 more
SuperMicro  Servers  at  US$1500  per  unit.
These  items  are  used  to  transmit  Wi-Fi  service
- Cost  of  web  hosting  and  gateway  fees
-  $500  annually  and  $48  for  both  monthly.  $1,076  per  year.
allows  us  to  host  our  website  and  process  credit  card  payments
respectively.
- Cost  of  a  more  significant  office  space
$40,000  annually
- Cost  of  producing  airtime  cards.
$2,100  in  printing  costs  per  3000  cards
Used  by  customers  to  access  our  service
- Cost  of  accounting  and  legal.

$8,200  per  year.  Accounting  cost  
supports  our ongoing attempt to be a reporting  company.
$12,000  per  year.  Legal  expenses  for  the  year  will primarily support our
attempt  to  be  become  a  reporting company and hopefully become listed on the
OTCBB.  There  is  no  assurance what so ever that this listing will ever occur.

Our  cash  needs have been met to this point by loans from Mr. Boris Machula and
prior to that by equity financing via private placements.  Mr. Boris Machula has
been  providing  financing to us to meet our needs to make it to the next equity
or  debt  financing, although there is no assurance that funds of this kind will
appear  ever.  All  loans  from  directors or employees are non-interest bearing
with  no  specific  terms of repayment.  It is expected that these loans will be
repaid  when further debt or equity financing or revenues from operations allows
the  possibility  of  repayment.

It  is  our goal to raise $350,000 over the next 12 months.  This money would be
used  primarily to purchase equipment, pay salaries, and to do marketing and get
a more significant office space.  The equipment we will purchase during the next
12  months  depends  upon  the  amount  of access points we are able to sign up.
This  is hard to estimate.  Likewise it is hard to estimate what type of revenue
will  be  created  through  these  access  points  should  they  exist.

Mr.  Machula, our president, is providing debt financing for the company now and
while  we  expect  that he will continue to do this until another debt or equity
financing  is  possible there is no guarantee of course that this will continue.
Considering  his  personal  financial  position  this  is what we expect.  As we
understand the process a private equity placement is not possible until we would
be completed the 15c-211 process with NASD.  As of June 30, 2004 we had US$4,126
in  the treasury and we believe that this will carry us for two months, although
Mr. Machula is expected to add more funds to the treasury in May of 2004.  There
are  no  agreements regarding how, when or why Mr. Machula will lend this money.

Employees

Our  goal  for the next 12 months is to hire three marketing people.    While we
have  some  office equipment at the Suite 1219, 1450 Chestnut Street, Vancouver,
BC,  V6J 3K3, in the event of new hirings we would require more equipment should
our 12 month plan come to fruition.  With Boris Machula, Robert Lepage and three
marketing  people the twelve month salary outlay would be US$179,000.  While Mr.
Machula  previously  drew  a  salary  he  has not done so since April 2003.  Mr.
Machula  is  a  part  time  employee  working  an average of four hours per day.

Equipment

Assuming  the  previous  scenario,  the cost of 3 desks and 3 personal computers
would  amount  to  $7,500.
Our  goal is to sign up 75 access points in the next year.  While this is only a
goal  and  not necessarily a reality, should we achieve this level of success we
would  require  70 more Nagasaki MS2100 Thin Client Computers at US$450 per unit
and  2  more SuperMicro Servers at US$1,500 per unit.  The total outlay for this
type  of  equipment  would  be  $34,500.

Advertising  and  Marketing  costs

We have researched the cost of advertising to small business and end users alike
and  there is a variety of print media where we can advertise our service.  This
is  essential  to the proliferation of our service. We feel that it is important
we begin doing this as soon as our financial situation allows.  We would require
a $50,000 advertising budget which is minimal and would be aimed at print media.

Office  Space

The  office  space  required for a 5 staff office would be at least 1,400 square
feet  and  would  cost approximately $2,500 per month. After miscellaneous costs
for  office  administration  the  12  month  cost would be an estimated $40,000.

RESEARCH  AND  DEVELOPMENT

Oasis  has  spent a total of $4,090 in computer consulting and development costs
during the year ended June 30, 2004.

EMPLOYEES

We  currently  have 1 full time and 1 part time employee including the president
of the company.

SUBSIDIARIES

Oasis is our only subsidiary.

DESCRIPTION OF PROPERTY

We  do  not lease or own any real property.  We maintain our corporate office at
Suite  1219,  1450  Chestnut  Street,  Vancouver,  BC,  V6J  3K3.  The  space is
approximately  510  square  feet.   This  property  is  rented  from  Harwood
Corporation  for  $710  per  month  and there is no lease agreement.  Oasis also
maintains a post office box at 101 - 1001 West Broadway Dept 129, Vancouver, BC,
Canada  V6H  4E4  for  correspondence.

Our  server,  which  can hold potentially valuable information, is housed at 555
West  Hastings  Street,  Vancouver,  British Columbia in a secure location.  The
company  that  houses  the server is Radiant Communications.  This property is a
central  server  location  that  is  earthquake proof and is leased by Jammicron
Technologies.   We in turn rent the space from Jammicron for $360 a year to keep
our  server  there.  Other  than payment to Jammicron for the space rent for our
server,  there  is  no  connection  between  Jammicron  and Reese Corp. or Reese
Corp.'s  affiliates.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None  of  the  following  parties  has, since our date of incorporation, had any
material  interest,  direct  or  indirect,  in any transaction with us or in any
presently proposed transaction that has or will materially affect us, other than
noted in this section:
- Any of our directors or officers;
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares carrying more
than  10%  of  the  voting  rights  attached to our outstanding shares of common
stock;
- Any of our promoters;
- Any  relative or spouse of any of the foregoing persons who has the same house
as such person.

Our  president,  Boris Machula, has advanced to us a total of $27,610 during the
period  November  20,  2002  to  June  30,  2004.  These advances are unsecured,
non-interest  bearing  with no specific terms of repayment.  It is expected that
these  loans  will  be  repaid when further debt or equity financing or revenues
from  operations  allows  the  possibility  of repayment.  The dates and amounts
loaned  by  Mr.  Machula  are  as  follows:

     December 31, 2003           US$2000
     January 12, 2004              $ 110
     February 4, 2004              $4000
     February 20, 2004             $4000
     February, 27, 2004            $1000
     March 3, 2004                 $3000
     March 9, 2004                 $3000
     March 30, 2004                $3000
     May 5, 2003                   $3000
     June 7, 2003                  $2500
     June 24, 2003                 $3000
                                 -------

                                 $27,610

Mr. Machula is by definition our promoter and has received consideration from us
in  connection  with  the  founding  of our company as described in the sections
entitled "Executive Compensation" and "Recent Sales of Unregistered Securities".

Oasis  was  incorporated  by  Mr.  Lepage  in March, 2003, and contained certain
business  plans  and  technologies  that  had been developed by Mr. Lepage.  The
monetary  investment  in  Oasis  by  Mr.  Lepage  included  customary  costs  of
incorporation and other small non material incidental items.  Mr. Lepage was the
organizer  and  therefore  the  promoter  of  Oasis.


MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

NO  PUBLIC  MARKET  FOR  COMMON  STOCK

There  is  presently  no public market for our common stock.  It should be noted
that should our stock trade on the OTCBB, our shares would be considered a penny
stock.

We anticipate making an application for trading of our common stock on the OTCBB
upon  the  effectiveness  of the registration statement of which this prospectus
forms  a part. However, we may not be successful in obtaining status on a public
exchange,  or  if  we  are  successful,  a  public  market for our stock may not
materialize.

The  Securities  and  Exchange  Commission  has  adopted  rules  that  regulate
broker-dealer  practices  in connection with transactions in penny stocks. Penny
stocks  are  generally  equity securities with a price of less than $5.00, other
than securities registered on certain national securities exchanges or quoted on
the  NASDAQ  system,  provided  that  current  price and volume information with
respect  to  transactions  in  such  securities  is  provided by the exchange or
system.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock,  to  deliver  a  standardized  risk  disclosure  document prepared by the
Commission,  that: (a) contains a description of the nature and level of risk in
the  market for penny stocks in both public offerings and secondary trading; (b)
contains a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a violation to
such  duties  or  other  requirements of Securities' laws; (c) contains a brief,
clear,  narrative  description  of a dealer market, including bid and ask prices
for  penny  stocks  and  the  significance of the spread between the bid and ask
price;  (d)  contains a toll-free telephone number for inquiries on disciplinary
actions;  (e)  defines  significant  terms  in the disclosure document or in the
conduct  of trading in penny stocks; and (f) contains such other information and
is  in  such form, including language, type, size and format,  as the Commission
shall  require  by  rule  or  regulation.

The  broker-dealer  also  must  provide, prior to effecting any transaction in a
penny  stock,  the  customer  with:  (a)  bid and offer quotations for the penny
stock;  (b)  the  compensation  of  the broker-dealer and its salesperson in the
transaction; (c) the number of shares to which such bid and ask prices apply, or
other  comparable  information relating to the depth and liquidity of the market
for such stock; and (d) a monthly account statements showing the market value of
each  penny  stock held in the customer's  account. In addition, the penny stock
rules  require that prior to a transaction in a penny stock not otherwise exempt
from  those  rules;  the broker-dealer must make a special written determination
that  the penny stock is a suitable investment for the purchaser and receive the
purchaser's  written  acknowledgment  of  the  receipt  of  a  risk  disclosure
statement,  a  written  agreement  to transactions involving penny stocks, and a
signed  and  dated  copy  of  a  written  suitability  statement.

If our stock becomes categorized as a penny stock, these disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
our stock. This could result in stockholders  having a difficult time in selling
those  securities.

HOLDERS OF OUR COMMON STOCK

As  of  the  date  of  this  registration  statement,  we  had  35  registered
shareholders.

RULE 144 SHARES

A  total  of  13,275,000  shares of our common stock are currently available for


resale  to  the public, in accordance with the volume and trading limitations of
Rule  144  of  the  Securities  Act  of  1933.

Under Rule 144, a person who has beneficially owned shares of a company's common
stock  for at least one year is entitled to sell within any three month period a
number  of  shares  that  does  not  exceed  the  greater  of:

1. One percent of the  number  of  shares  of  the  company's  common stock then
outstanding,  which,  in our case, will equal approximately 132,976 shares as of
the date of this prospectus; or

2. The  average  weekly  trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on form 144 with respect to
the sale.

Sales  under  Rule  144  also  must  comply with a manner of sale provisions and
notice requirements in addition to the requirement that there be an availability
of  current  public  information  about  the  company.

Under  Rule  144(k),  a person who is not one of the company's affiliates at any
time  during  the  three months preceding a sale, and who has beneficially owned
the  shares  proposed  to  be  sold  for at least two years, is entitled to sell
shares  without  complying  with  the manner of sale, public information, volume
limitation  or  notice  provisions  of  Rule  144.

As  of  the date of this prospectus, Mr. Boris Machula, our president, holds all
7,200,000  of  the  total  shares  that  may  be  sold  under  Rule  144.

STOCK  OPTION  GRANTS

To date, we have not granted any stock options.

REGISTRATION  RIGHTS

We  have  not  granted registration rights to the selling shareholders or to any
other  persons.

We  are  paying  the  expenses  of the offering because we seek to: (i) become a
reporting company with the Commission under the Securities Exchange Act of 1934;
and  (ii)  enable our common stock to be traded on the OTCBB.  We plan to file a
Form  8-A  registration statement with the Commission prior to the effectiveness
of  the  Form  SB-2  registration  statement.  The  filing  of  the  Form  8-A
registration  statement  will  cause  us  to become a reporting company with the
Commission  under  the  1934 Act concurrently with the effectiveness of the Form
SB-2  registration statement.  We must be a reporting company under the 1934 Act
in order that our common stock is eligible for trading on the OTCBB.  We believe
that the registration of the resale of shares on behalf of existing shareholders
may  facilitate  the  development  of a public market in our common stock if our
common  stock  is  approved  for  trading  on  the  OTCBB.

We  consider  that  the development of a public market for our common stock will
make  an investment in our common stock more attractive to future investors.  In


the near future, it may be necessary for us to raise additional capital in order
for  us to continue with our business plan.  We believe that obtaining reporting
company  status  under the 1934 Act and trading on the OTCBB should increase our
ability  to  raise  these  additional  funds  from  investors.

DIVIDENDS

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
prevent  us from declaring dividends.   The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

1. We  would not be able to pay our debts as they become due in the usual course
of business; or

2. Our total assets would be less than the sum of our total liabilities plus the
amount  that  would  be  needed  to  satisfy the rights of shareholders who have
preferential  rights  superior  to  those  receiving  the  distribution.

We  have  not declared any dividends and we do not plan to declare any dividends
in  the  foreseeable  future.

                             EXECUTIVE COMPENSATION

The  following  table  sets  forth  certain  information  as  to our officer and
director.

                            ANNUAL COMPENSATION TABLE

 

                        Annual  Compensation                  Long  Term  Compensation
                        --------------------                  ------------------------
                                                  Other
                                                  Annual Restricted                      All  Other


                        Fiscal                    Compen-  Stock     Options/   LTIP        Compen-
Name          Title      Year     Salary   Bonus  sation   Awarded   SARs (#)  payouts ($)  sation
----------  ---------  ---------  -------  -----  ------  ---------  --------  -----------  ------
                                                                 

                       2002       $     0      0       0  7,200,000         0            0       0         
Boris       Pres.      2003       $20,200      0       0          0         0            0       0
Machula     Sec.       2004       $     0      0       0          0         0            0       0
            Treas.
            and
            Dir.

                       2002       $     0      0       0          0         0            0       0         
Mr. Bob     Pres.      2003       $     0      0       0          0         0            0       0
Lepage      of         2004       $ 2,650      0       0          0         0            0       0
            Subsid-
            iary
            Oasis
            Wireless


It should also be noted that Mr. Machula on November 23, 2002 was paid 7,200,000
shares  of restricted stock as founders stock for the work he had done.  This is
also  reflected  in  the  2002  column  above where the restricted stock awarded
category  shows  7,200,000  shares.

We  have agreed to pay our president, Mr. Machula an annual salary of US$40,000.
While  Mr.  Machula  has drawn a total salary of US$20,200 to date, for the time
being  he  has stopped drawing a salary until such time as we have the financial
resources  to  do  so  again.  The salary is not being accrued.  Accordingly, no
back  salary  will  ever  be  owed or paid to Mr. Machula.  We have recorded the
value  of  the  services contributed by Mr. Machula for the year ending June 30,
2004  as  an  expense  and contributed surplus totaling $40,000.  Mr. Lepage was
paid  a  small  amount  of  salary  in  2004  totaling  $5,754.

STOCK  OPTION  GRANTS

We  did  not  grant  any stock options to the executive officers during our most
recent  financial  reporting  period ending December 31, 2003.  We have also not
granted  any stock options to the executive officers since our inception date of
November 20, 2002 to date.  We currently have no plans to do so.


                              FINANCIAL STATEMENTS
 
Index to Financial Statements:
                                                                  Page

1.  Financial Statements for the three month period 
       ending September 30,  2004                                  F-1

     a. Interim Consolidated Balance Sheets;                       F-2     
     
     b. Interim Consolidated Statements of Operations;             F-3
     
     c. Interim Consolidated Statements of Cash Flows;             F-4
     
     d. Interim Consolidated Statements of Stockholders' 
        Deficiency;                                                F-5

     e. Notes to Interim Consolidated Financial Statements.        F-6

2.  Report of Independent Registered Public Accounting Firm        F-10
    Amisano Hanson                                                 

3.  Report of Independent Registered Public Accounting Firm        F-11
    Williams & Webster

4.  Financial Statements for the fiscal year ending June 30, 2004

     a. Consolidated Balance Sheets;                               F-12

     b. Consolidated Statements of Operations;                     F-13 

     c. Consolidated Statements of Cash Flows;                     F-14 

     d. Consolidated Statements of Stockholders' Deficiency;       F-15 

     e. Notes to Consolidated Financial Statements.                F-16
 



 
                                   REESE CORP.
                          (A Development Stage Company)
                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004
                                   (Unaudited)
                             (Stated in US Dollars)
                              --------------------
                                       F-1


                             SEE ACCOMPANYING NOTES
                                   REESE CORP.
                          (A Development Stage Company)
                       INTERIM CONSOLIDATED BALANCE SHEETS
                      September 30, 2004 and June 30, 2004
                                   (Unaudited)
                             (Stated in US Dollars)
                              --------------------






                                                         September 30,     June 30,
                                    ASSETS                   2004            2004
                                    ------              ---------------  ------------
                                                                   
Current
 Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $        8,299   $     4,126 

Capital assets . . . . . . . . . . . . . . . . . . . .               -         1,938 
                                                        --------------   -----------
                                                        $        8,299   $     6,064 
                                                        ==============   ===========
                                  LIABILITIES
                                  -----------                               
Current
 Accounts payable and accrued liabilities. . . . . . .  $        9,980   $     7,883 
 Due to related parties - Note 4 . . . . . . . . . . .          74,474        50,286 
                                                        --------------   -----------
                                                                84,454        58,169 
                                                        --------------   ----------- 
                              STOCKHOLDERS' DEFICIENCY
                              ------------------------                               
Common stock, $0.001 par value
 300,000,000 shares authorized,
  13,297,650 shares issued (June 30, 2004: 13,297,650)          13,298        13,298 
Additional paid-in capital . . . . . . . . . . . . . .          23,482        23,482 
Contributed surplus - Note 4 . . . . . . . . . . . . .          50,000        40,000 
Deficit accumulated during the development stage . . .        (160,816)     (128,282)
Accumulated other comprehensive loss . . . . . . . . .          (2,119)         (603)
                                                        --------------   -----------
                                                               (76,155)      (52,105)
                                                        --------------   -----------
                                                        $        8,299   $     6,064 
                                                        ==============   =========== 
Continuance of operations - Note 2

                               SEE ACCOMPANYING NOTES
                                        F-2


                                   REESE CORP.
                          (A Development Stage Company)
                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
             for the three months ended September 30, 2004 and 2003,
 and for the period November 20, 2002 (Date of Inception) to September 30, 2004
                                   (Unaudited)
                             (Stated in US Dollars)
                              --------------------



                                                                   November 20,
                                                                   2002 (Date of
                                           Three months ended      Inception) to
                                              September 30,         September 30,
                                          2004            2003          2004
                                     ---------------  ------------  ------------
                                                           
Revenue . . . . . . . . . . . . . .  $          442             -         1,007 

Expenses
 Accounting, audit and legal fees .           8,135   $         -   $    36,238 
 Amortization . . . . . . . . . . .               -           263         1,250 
 Computer consulting and
        development costs . . . . .             172         2,711         4,262 
 Consulting fees - Notes 4 and 5. .          18,469        10,000       109,247 
 Office and miscellaneous . . . . .           5,524           366        10,150 
                                     ---------------  ------------  ------------
                                             32,300        13,340       161,147 
                                     ---------------  ------------  ------------
Net loss before other items . . . .       (  31,858)    (  13,340)   (  160,140)
Other item:
 Loss on disposal of capital assets          (  676)            -        (  676)
                                     ---------------  ------------  ------------
Net loss for the period . . . . . .       (  32,534)    (  13,340)   (  160,816)
                                     ---------------  ------------  ------------
Comprehensive loss:
 Foreign currency translation
        adjustment. . . . . . . . .        (  1,516)          205      (  2,119)
                                     ---------------  ------------  ------------
Comprehensive loss for the period .  $    (  34,050)  $ (  13,135)  $(  162,935)
                                     ===============  ============  ============   

Basic and diluted loss per share. .  $      (  0.00)  $   (  0.00)
                                     ===============  ============ 
Weighted average number of
      shares outstanding. . . . . .      13,297,650    13,275,000 
                                     ===============  ============ 

                              SEE ACCOMPANYING NOTES
                                       F-3


                                   REESE CORP.
                          (A Development Stage Company)
                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
             for the three months ended September 30, 2004 and 2003,
 and for the period November 20, 2002 (Date of Inception) to September 30, 2004
                                   (Unaudited)
                             (Stated in US Dollars)
                              --------------------


                                                                      November 20,
                                                                      2002 (Date of
                                              Three months ended      Inception) to
                                                September 30,         September 30,
                                             2004           2003          2004
                                        ---------------  -----------  ------------
                                                             
Cash Flows from Operating Activities
 Net loss for the period . . . . . . .  $    (  32,534)  $(  13,340)  $(  160,816)
 Add back non-cash items:
   Amortization. . . . . . . . . . . .               -          263         1,250 
   Consulting fees . . . . . . . . . .          10,000       10,000        62,000 
   Loss on disposal of capital assets.             676            -           676 
 Changes in non-cash working capital
        items related to operations
   Accounts payable and accrued
            liabilities. . . . . . . .           2,097       (  614)        9,980 
                                        ---------------  -----------  ------------
                                             (  19,761)    (  3,691)    (  86,910)
                                        ---------------  -----------  ------------
Cash Flows from Investing Activity
 Purchase of equipment . . . . . . . .               -            -      (  3,156)
                                        ---------------  -----------  ------------
Cash Flows from Financing Activities
 Capital stock issued. . . . . . . . .               -            -        24,780 
 Advances from related parties . . . .          22,635          372        72,921 
                                        ---------------  -----------  ------------
                                                22,635          372        97,701 
                                        ---------------  -----------  ------------
Effect of foreign currency translation
    on cash. . . . . . . . . . . . . .           1,299       (  347)          664 
                                        ---------------  -----------  ------------
Increase (decrease) in cash during the
    period . . . . . . . . . . . . . .           4,173     (  3,666)        8,299 

Cash, beginning of the period. . . . .           4,126        5,351             - 
                                        ---------------  -----------  ------------
Cash, end of the period. . . . . . . .  $        8,299   $    1,685   $     8,299 
                                        ===============  ===========  ============
Supplemental disclosure of cash
    flow information:
 Cash paid for:
   Interest. . . . . . . . . . . . . .  $            -   $        -   $         - 
                                        ===============  ===========  ============
   Income taxes. . . . . . . . . . . .  $            -   $        -   $         - 
                                        ===============  ===========  ============
Non-cash transaction - Note 5

                             SEE ACCOMPANYING NOTES
                                       F-4


                                   REESE CORP.
                          (A Development Stage Company)
           INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
   for the period November 20, 2002 (Date of Inception) to September 30, 2004
                                   (Unaudited)
                              (Stated in US Dollars)
                               --------------------


                                                                                      Deficit
                                                                                    Accumulated
                                                                        Accumulated  During the
                                                 Additional   Contri-     Other       Develop-    Total
                               Common Shares       Paid-in     buted   Comprehensive   ment    Stockholders
                             Number     Amount     Capital    Surplus  Income (Loss)   Stage     Deficiency
                           ----------  ---------  ---------  ----------  ----------  ----------  ----------
                                                                            
Issued for services on
 November 23, 2002
 - at $0.01 per share . .   7,200,000  $   7,200  $   4,800  $        -  $        -  $        -  $   2,000 Issued for cash - at
 $0.02 per share. . . . .   6,075,000      6,075     14,175           -           -           -     20,250
Foreign currency
 translation adjustment .           -          -          -           -      (  374)          -     (  374)
Net loss for the period
 ended June 30, 2003. . .           -          -          -           -           -   (  47,677)  ( 47,677)
                           ----------  ---------  ---------  ----------  ----------  ----------  ----------
Balance, June 30, 2003. .  13,275,000     13,275     18,975           -      (  374)  (  47,677)  ( 15,801)

Issued for cash - at
 $0.02 per share. . . . .      22,650         23      4,507           -           -           -      4,530
Contributed services -
 Note 4 . . . . . . . . .           -          -          -      40,000           -           -     40,000
Foreign currency
 translation adjustment .           -          -          -           -      (  229)          -     (  229)
Net loss for the year
 ended June 30, 2004. . .           -          -          -           -           -   (  80,605)  ( 80,605)
                           ----------  ---------  ---------  ----------  ----------  ----------  ----------
Balance, June 30, 2004. .  13,297,650     13,298     23,482      40,000      (  603)  ( 128,282)  ( 52,105)

Contributed services -
 Note 4 . . . . . . . . .           -          -          -      10,000           -           -     10,000
Foreign currency
 translation adjustment .           -          -          -           -    (  1,516)          -   (  1,516)
Net loss for the period
 ended September 30, 2004           -          -          -           -           -   (  32,534)  ( 32,534)
                           ----------  ---------  ---------  ----------  ----------  ----------  ----------
Balance, September
 30, 2004                  13,297,650  $  13,298  $  23,482  $   50,000  $ (  2,119)  $(160,816)  $(76,155)
                           ==========  =========  =========  ==========  ===========  ==========  ========= 


The  number  of  shares  issued  and  outstanding  has  been  restated  to  give
retroactive  effect for a forward stock split on a six for one basis approved by
the  director  of  the  Company on April 29, 2003.  The par value and additional
paid-in  capital  were  adjusted  in  conformity  with the number of shares then
issued.
                             SEE ACCOMPANYING NOTES
                                       F-5

                                   REESE CORP.
                          (A Development Stage Company)
             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004
                                   (Unaudited)
                             (Stated in US Dollars)
                              --------------------


Note  1     Interim  Reporting
            ------------------
While  the  information  presented  in  the  accompanying  interim  nine  month
consolidated  financial  statements  is  unaudited,  it includes all adjustments
which  are,  in  the  opinion  of  management,  necessary  to present fairly the
financial  position, results of operations and cash flows for the interim period
presented.  All  adjustments  are of a normal recurring nature.  It is suggested
that  these  financial statements be read in conjunction with the Company's June
30,  2004  annual  consolidated  financial  statements.

Note  2     Continuance  of  Operations
            ---------------------------

The  financial  statements  have  been  prepared  using  accounting  principles
generally  accepted  in  the  United  States  of  America applicable for a going
concern which assumes that the Company will realize its assets and discharge its
liabilities  in  the ordinary course of business.  As at September 30, 2004, the
Company  had  a  working  capital  deficiency  of  $76,155,  has  yet to achieve
profitable  operations  and  has  accumulated  losses  of  $162,935  since  its
inception.  Its  ability  to  continue  as a going concern is dependent upon the
ability of the Company to obtain the necessary financing to meet its obligations
and  pay  its liabilities arising from normal business operations when they come
due.

Management  has established plans to seek new capital from new equity securities
issuances  that  will  provide funds needed to increase liquidity, fund internal
growth  and  fully  implement  its  business  plan.

Note  3     Principles  of  Consolidation
            -----------------------------

The  consolidated  financial  statements include the accounts of the company and
its  wholly  owned  subsidiary,  Oasis  Wireless  Inc.,  a Canadian corporation.

Note  4     Related  Party  Transactions
            ----------------------------

The  Company  was  charged the following expenses by the director of the Company
and  by  a  manager  of  the  Company:


                                                November 20,
                                               2002 (Date of
                         Three months ended     Inception) to
                            September 30,       September 30,
                                         
                              2004     2003           2004
                    --------------  -------       --------
Consulting fees. .  $       18,469  $10,000       $108,423
                    ==============  =======       ========

                                 F-6




REESE  CORP.
(A  Development  Stage  Company)
NOTES  TO  THE  INTERIM  CONSOLIDATED  FINANCIAL  STATEMENTS
September  30,  2004
(Unaudited)
(Stated  in  US  Dollars) 
 -----------------------


Note  4     Related  Party  Transactions  -  (cont'd)
            ----------------------------

Included  in  consulting  fees are contributed services from the director of the
Company  as  follows:


                                                   November 20,
                                                  2002 (Date of
                          Three months ended      Inception) to
                             September 30,        September 30,
                                           
                                2004     2003          2004
                      --------------  -------       -------
Contributed services  $       10,000  $10,000       $50,000
                      ==============  =======       =======




These  contributed  services  are  credited  to  contributed  surplus.

These  charges  were measured by the exchange amount, which is the amount agreed
upon  by  the  transacting  parties.

The amounts due to related parties are advances from a director and a manager of
the  Company  and are unsecured, non-interest bearing and have no specific terms
of  repayment.

Note  5     Non-cash  Transaction
            ---------------------

Investing  and  financing activities that do not have a direct impact on current
cash flows are excluded from the statements of cash flows. In November 2002, the
Company  issued 1,200,000 shares to the sole director of the Company in exchange
for services having a fair value of $12,000.  This transaction was excluded from
the  statement  of  cash  flows  for  the period from November 22, 2002 (Date of
Inception)  to  September  30,  2004.

                                        F-7
 
 
                                   REESE CORP.
                          (A Development Stage Company)
                  REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004
                             (Stated in US Dollars)
                              --------------------

                                      F-8

TERRY AMISANO LTD.                                             AMISANO HANSON

KEVIN HANSON, CA                                        CHARTERED ACCOUNTANTS


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Reese Corp.
(A Development Stage Company)

We  have  audited  the accompanying consolidated balance sheet of Reese Corp. (A
Development  Stage  Company)  and  its  subsidiary  as  of June 30, 2004 and the
related  consolidated  statements  of  operations,  cash flows and stockholders'
deficiency for the year ended June 30, 2004 and for the period from November 20,
2002  (Date  of Incorporation) to June 30, 2004.  These financial statements are
the  responsibility  of  the  Company's  management.  Our  responsibility  is to
express  an  opinion  on  these  financial  statements  based  on our audit. The
financial statements of Reese Corp. as of June 30, 2003, and for the period from
November  20,  2002  (Date  of Inception) to June 30, 2003 were audited by other
auditors  whose  report dated February 17, 2004 expressed an unqualified opinion
on those financial statements.  Our opinion on the statement of operations, cash
flows  and  stockholders'  equity  (deficiency) for the period from November 20,
2002  (Date of Inception) to June 30, 2004, insofar as it relates to amounts for
the  prior  periods  through  June  30,  2003,  is  based on the report of other
auditors.

We  conducted  our  audit  in  accordance  with auditing standards of the Public
Accounting  Oversight Board (United States of America).  Those standards require
that  we plan and perform the audit to obtain reasonable assurance about whether
the  financial  statements are free of material misstatement.  An audit includes
examining,  on  a  test basis, evidence supporting the amount and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  these  consolidated  financial  statements  referred to above
present  fairly, in all material respects, the financial position of Reese Corp.
and  its  subsidiary as of June 30, 2004 and the results of their operations and
their  cash  flows  for  the  year  ended  June 30, 2004 and for the period from
November  20,  2002  (Date of Incorporation) to June 30, 2004 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements referred to above have been
prepared  assuming  that  the  Company  will  continue  as  a going concern.  As
discussed  in  Note  1 to the financial statements, conditions exist which raise
substantial  doubt  about  the  Company's ability to continue as a going concern
unless  it is able to generate sufficient cash flows to meet its obligations and
sustain  its  operations.  Management's plan in this regard to these matters are
also  described  in  Note  1.  The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

Vancouver, Canada                                               "Amisano Hanson"
August 9, 2004                                             CHARTERED ACCOUNTANTS

750  WEST  PENDER  STREET,  SUITE  604                   TELEPHONE: 604-689-0188
VANCOUVER  CANADA                                        FACSIMILE: 604-689-9773
V6C  2T7
                                  F-9
 

Board  of  Directors
Reese  Corp.
Vancouver,  B.C.


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


We  have  audited  the accompanying balance sheet of Reese Corp. (a Nevada State
corporation  and  development  stage  enterprise)  as  of June 30, 2003, and the
related  statements of operations, stockholders' equity (deficit) and cash flows
for  the period from November 20, 2002 (inception) through June 30, 2003.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Reese Corp. as of June 30, 2003
and  the  results  of its operations, stockholders equity (deficit) and its cash
flows  for  the period from November 20, 2002 (inception) through June 30, 2003,


in conformity with accounting principles generally accepted in the United States
of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company  has generated no revenue, and has suffered
losses  from  operations  resulting in an accumulated deficit of $15,801 at June
30,  2003.  These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans regarding this issue are also
discussed  in  Note  2.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


Williams  &  Webster,  P.S.
CERTIFIED  PUBLIC  ACCOUNTANTS
------------------------------
Spokane,  Washington

February  17,  2004
                            SEE ACCOMPANYING NOTES

                                      F-10
 
                                   REESE CORP.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                             June 30, 2004 and 2003
                             (Stated in US Dollars)
                              --------------------






                                                            
                          ASSETS                         2004         2003 
                          ------                     -----------  ----------
Current
  Cash . . . . . . . . . . . . . . . . . . . . . . . $     4,126  $    5,351 

Capital assets - Note 3 . . . . . . . . . . . . . .        1,938       2,965 

                                                     $     6,064       8,316 

                        LIABILITIES
                        -----------                    
Current
  Accounts payable and accrued liabilities. . . . .  $     7,883       2,614 
  Due to related parties - Notes 4 and 6. . . . . .       50,286      21,503 

                                                          58,169      24,117 

                  STOCKHOLDERS' DEFICIENCY
                  ------------------------                    
Common stock, $0.001 par value
300,000,000 shares authorized,
13,297,650 shares issued (2003: 13,275,000) . . . .       13,298      13,275 
Additional paid-in capital - Note 6 . . . . . . . .       23,482      18,975 
Contributed surplus - Note 4. . . . . . . . . . . .       40,000           - 
Deficit accumulated during the
 development stage. . . . . . . . . . . . . . . . .     (128,282)    (47,677)
Accumulated other comprehensive loss. . . . . . . .     (    603)    (   374)

                                                        ( 52,105)    (15,801)

                                                     $     6,064  $    8,316 

 
Nature and Continuance of Operation - Note 1
Subsequent Event - Note 7
                                       F-12
 

                                   REESE CORP.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         for the year ended June 30, 2004
and for the periods from November 20, 2002 (Date of Inception) to June 30, 2003
                                     and 2004
                             (Stated in US Dollars)
------------------------------------------------------------------------------ 
 
  

                                                    November 20,    November 20,
                                                    2002 (Date of   2002 (Date of
                                    Year ended      Inception) to   Inception) to
                                      June 30,         June 30,        June 30,
                                        2004             2003            2004
                                   ---------------  ---------------  ----------
                                                            
Revenue . . . . . . . . . . . . .  $          565   $            -   $     565 

Expenses
Accounting and legal fees . . . .          26,103            2,000      28,103 
Amortization. . . . . . . . . . .           1,059              191       1,250 
Computer consulting and
 development costs. . . . . . . .           4,090                -       4,090 
Consulting fees - Notes 4 and 6 .          45,754           45,024      90,778 
Office and miscellaneous. . . . .           4,164              462       4,626 

                                           81,170           47,677     128,847 

Net loss for the period . . . . .         (80,605)         (47,677)   (128,282)

Foreign currency translation 
 adjustment . . . . . . . . . . .         (   229)         (   374)    (   603)

Comprehensive loss for the period  $      (80,834)  $      (48,051)  $(128,885)

Basic and diluted loss per share.  $      (  0.01)  $      (  0.00)

Weighted average number of
 shares outstanding . . . . . . .      13,290,948       10,632,055 


                                       F-13

                                   REESE CORP.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        for the year ended June 30, 2004,
  and for the periods from November 20, 2002 (Date of Inception) to June 30,
                               2003 and 2004
                             (Stated in US Dollars)
                              --------------------



                                                  November 20,     November 20,
                                                 2002 (Date of    2002 (Date of
                                 Year ended      Inception) to    Inception) to
                                  June 30,         June 30,          June 30,
                                    2004             2003              2004
                               ---------------  ---------------  --------------
                                                        
Cash Flows from Operating
 Activities
Net loss for the period . . .  $   (   80,605)  $    (  47,677)  $   (  128,282)
Add back non-cash items:
Amortization. . . . . . . . .           1,059              191            1,250 
Consulting fees . . . . . . .          40,000           12,000           52,000 
Changes in non-cash working
 capital item related to
 operations
Accounts payable and
   accrued liabilities. . . .           5,269            2,614            7,883 

                                   (   34,277)       (  32,872)      (   67,149)

Cash Flows from Investing
 Activity
Purchase of equipment . . . .      (        -        (   3,156)      (    3,156)

Cash Flows from Financing
 Activities
Capital stock issued. . . . .           4,530           20,250           24,780 
Advances from related parties          28,783           21,503           50,286 

                                       33,313           41,753           75,066 

Effect of foreign currency 
 translation on cash. . . . .      (      261)       (     374)      (      635)

Increase (decrease) in cash
 during the period. . . . . .      (    1,225)           5,351            4,126 

Cash, beginning of the period           5,351                -                - 

Cash, end of the period . . .  $        4,126   $        5,351   $        4,126 

Supplemental disclosure of
 cash flow information:
Cash paid for:
Interest. . . . . . . . . . .  $            -   $            -   $            - 

Income taxes. . . . . . . . .  $            -   $            -   $            - 

Non-cash transaction - Note 6

                                      F-14



                                   REESE CORP.
                          (A Development Stage Company)
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
      for the period November 20, 2002 (Date of Inception) to June 30, 2004
                             (Stated in US Dollars)
                              --------------------



                                                                           Accumu-
                                                                                     lated    
                                                                           Deficit   Other
                                                     Addi-              Accumulated Compre-  Total
                                                    tional                 During   hensive  Stock-      
                                 Common Shares      Paid-in Contributed Development Income   holders
                                 Number     Amount  Capital   Surplus      Stage    (Loss)  Deficiency
                               ----------  -------  -------  ---------   ---------   ------   --------
                                                                         
Issued for services on
  November 23, 2002 at-$0.01
  per share- Note 6 . . . . .    7,200,000  $ 7,200  $ 4,800          -   $      -    $    -   $ 12,000 

Issued for cash-at $0.02 per
  share . . . . . . . . . . .    6,075,000    6,075   14,175          -          -         -     20,250 

Foreign currency translation
  Adjustment  . . . . . . . .            -        -        -          -          -      (374)      (374)

Net loss for the period ended
  June 30, 2003 . . . . . . .           -        -        -          -    (47,677)        -     (47,677)
                               

Balance, June 30, 2003. . . .  13,275,000  $13,275  $18,975          -   $(47,677)   $ (374)   $(15,801)
                               
Issued for cash-at $0.02 
  per share . . . . . . . . .      22,650       23    4,507          -          -         -       4,530 

Contributed services-Note 4 .           -        -        -     40,000          -         -      40,000
 
Foreign currency translation
  Adjustment. . . . . . . . .           -        -        -          -          -      (229)       (229)

Net loss for the year ended
  June 30, 2004 . . . . . . .           -        -        -          -    (80,605)        -     (80,605)
                               
Balance, June 30, 2004. . . .  13,297,650  $13,298  $23,482  $  40,000  $(128,282)   $ (603)  $ (52,105)
                                
The  number  of  shares  issued  and  outstanding  has  been  restated  to  give
retroactive  effect for a forward stock split on a six for one basis approved by
the  director  of  the  Company on April 29, 2003.  The par value and additional
paid-in  capital  were  adjusted  in  conformity  with the number of shares then
issued.
                                              F-15
 


Reese  Corp.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
June  30,  2004  and  2003
(Stated  in  US  Dollars)
 -----------------------



                                   REESE CORP.
                          (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2004 and 2003
                             (Stated in US Dollars)
                              --------------------


Note  1  Nature  and  Continuance  of  Operations
         ----------------------------------------

Reese  Corp.  (the  "Company"),  was incorporated in the State of Nevada, United
States  of  America,  on  November  20,  2002.  The  Company is currently in the
development stage and is in the process of investigating and evaluation business
opportunities.  The  Company's  year  end  is  June  30.

On  April  5,  2003, the Company acquired all of the outstanding common stock of
Oasis  Wireless  ("Oasis")  for  $1. At the time of the acquisition, Oasis was a
privately  held  Canadian  entity  with  no recorded assets or liabilities. This
acquisition  is being accounted for using the purchase method of accounting. The
purchase  price  of  $1  was written off to operating expenses during the period
ended  June  30,  2003.

Oasis  plans  to  provide  high  speed wireless internet access to the public in
designated "hot spots", which is a retail location in which Oasis has placed its
hardware  that  allows wireless devices to access the internet. Users access the
internet through the Oasis network by purchasing prepaid minutes from Oasis on a
monthly  plan  or  using  pre-paid  cards.

The  financial  statements  have  been  prepared  using  accounting  principles
generally  accepted  in  the  United  States  of  America applicable for a going
concern which assumes that the Company will realize its assets and discharge its
liabilities  in  the  ordinary  course  of  business.  As  at June 30, 2004, the
Company  had  a working capital deficiency of $54,043 and has accumulated losses
of  $128,885  since  inception.  Its  ability  to continue as a going concern is
dependent  upon  the ability of the Company to obtain the necessary financing to
meet  its  obligations  and  pay  its  liabilities  arising from normal business
operations  when  they  come  due.

Management  has established plans to seek new capital from new equity securities
issuances  that  will  provide funds needed to increase liquidity, fund internal
growth  and  fully  implement  its  business  plan.

Note  2  Summary  of  Significant  Accounting  Policies
         ----------------------------------------------

The  financial  statements  of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America and are
stated  in  U.S.  dollars.  Because  a  precise determination of many assets and
liabilities  is  dependent  upon  future  events,  the  preparation of financial
statements for a period necessarily involves the use of estimates which may have
been  made using careful judgment. Actual results may vary from these estimates.

                                    F-16
 

Reese  Corp.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
June  30,  2004  and  2003
(Stated  in  US  Dollars)
 -----------------------

Note  2  Summary  of  Significant  Accounting  Policies  -  (cont'd)
         ----------------------------------------------

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:

Principles  of  Consolidation
-----------------------------
The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiary, Oasis Wireless Inc., a Canadian corporation. All
intercompany  transactions  have  been  eliminated  on  consolidation.

Development  Stage  Company
---------------------------
The  Company is a development stage company as defined in Statement of Financial
Accounting  Standards  No. 7. As a result, cumulative amounts for the statements
of  operations  and  cash  flows  are  included  from the date of incorporation,
November  20,  2002.

Capital  Assets  and  Amortization
----------------------------------
Capital  assets  consists  of  computer  equipment  and  are  recorded  at cost.
Amortization  is  provided  using the straight-line method over three years, the


estimated  useful  life  of  the  equipment.

Impairment  of  Long-lived  Assets
----------------------------------
Capital  assets  are  reviewed  for  impairment  in accordance with Statement of
Financial  Accounting Standards ("SFAS") No. 144. "Accounting for the Impairment
or  Disposal  of Long-lived Assets". Under SFAS No. 144, these assets are tested
for  recoverability  whenever  events  or changes in circumstances indicate that
their  carrying  amounts  may  not  be  recoverable.  An  impairment  charge  is
recognized for the amount, if any, which the carrying value of asset exceeds the
fair  value.

Web  Costs
----------
Web  maintenance  and  development  costs  are  expenses  as  incurred.


Revenue  Recognition
--------------------
The Company recognizes revenue when it is earned and a contract exists, services
have  been provided and collectively is reasonably assured. On service contracts
having  a  term greater than one year, revenue is considered to be earned evenly
over  the  life  of  the  contract.

                                   F-17
 

Reese  Corp.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
June  30,  2004  and  2003
(Stated  in  US  Dollars)
 -----------------------

Note  2  Significant  Accounting  Policies  -  (cont'd)
         ---------------------------------

Foreign  Currency  Translation
------------------------------
The  Company's  operating  subsidiary,  Oasis,  translates  amounts  from  its
functional  currency, Canadian dollars, to the reporting currency, United States
dollars,  in accordance with Statement of Financial Accounting Standards No. 52,
"Foreign  Currency  Translation".  At each balance sheet date, recorded balances
that are denominated in a currency other than US dollars are adjusted to reflect
the  current exchange rate which may give rise to a foreign currency translation
adjustment accounted for as a separate component of stockholders' deficiency and
included  in  comprehensive  loss.

Monetary  assets  and liabilities are translated into the functional currency at
the  exchange  rate  in  effect  at the end of the year. Non-monetary assets and
liabilities  are translated at the exchange rate prevailing when the assets were
acquired or the liabilities assumed. Revenues and expenses are translated at the
rate  approximating  the  rate of exchange on the transaction date. All exchange
gains  and losses are included in the determination of net income (loss) for the
year.

INCOME  TAXES
-------------
The Company uses the liability method of accounting for income taxes pursuant to
Statement  of  Financial  Accounting  Standards  No.  109 "Accounting for Income
Taxes"  ("FAS 109").  Under the assets and liability method of FAS 109, deferred
tax  assets  and  liabilities  are  recognized  for  the future tax consequences
attributable  to temporary differences between the financial statements carrying
amounts  of  existing  assets  and  liabilities and loss carryforwards and their
respective  tax  bases.  Deferred  tax assets and liabilities are measured using
enacted  tax  rates  expected  to  apply to taxable income in the years in which
those  temporary  differences  are  expected  to  be  recovered  or  settled.

Basic  Loss  Per  Share
-----------------------
The  Company  reports  basic  loss  per  share  in  accordance with Statement of
Financial  Accounting  Standards  No. 128, "Earnings Per Share".  Basic loss per
share is computed using the weighted average number of shares outstanding during
the  periods.

Fair  Value  of  Financial  Instruments
---------------------------------------
The  carrying  values of the Company's financial instruments, consisting of cash
and  accounts  payable  and  accrued  liabilities,  and  due  to related parties
approximate  their  fair  values  due  to  the  short-term  maturity  of  such
instruments.  Unless  otherwise  noted,  it  is  management's  opinion  that the
Company is not exposed to significant interest, currency or credit risks arising
from  these  financial  instruments.

                                   F-18
 

Reese  Corp.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
June  30,  2004  and  2003
(Stated  in  US  Dollars)
 -----------------------

Note  2  Significant  Accounting  Policies  -  (cont'd)
         ---------------------------------

Comprehensive  Loss
-------------------
The  Company  has  adopted  Statement  of Financial Accounting Standards No. 130
"Reporting  Comprehensive  Income".  Comprehensive loss is comprised of net loss
and  foreign  currency  translation  adjustments.

     Recent  Accounting  Pronouncements
     ----------------------------------
Management  does  not  believe  that  any recently issued, but not yet effective
accounting  standards  if  currently adopted could have a material effect on the
accompanying  financial  statements.

Note  3  Capital  Assets
         ---------------

                                  2004                             2003


                     -----------------------------------         --------
                                 Accumulated  
                        Cost     Amortization       Net             Net
                        ----     ------------       ---             ---
     
Computer equipment   $ 3,198       $  1,260      $ 1,938          $ 2,965

Note  4  Related  Party  Transactions  -  Note  6
         ----------------------------

The  Company  incurred  the  following  expenses in respect to a director of the
Company  and  a  manager  of  the  Company:

                                       November 20,       November 20,
                                      2002 (Date of       2002 (Date of
                       Year ended     Inception) to       Inception) to
                        June 30,         June 30,           June 30,
                          2004             2003               2004
                          ----             ----               ----
     
Consulting  fees        $45,754           $44,200            $89,954


During  the  year  ended  June 30, 2004, the Company's sole director contributed
consulting  services  having  a  fair  value  of  $40,000.

These  charges  were  measured by the exchange amount which is the amount agreed
upon  by  the  transacting  parties.

The amounts due to related parties are advances from a director and a manager of
the  Company  and are unsecured, non-interest bearing and have no specific terms
of  repayment.

                                       F-19
 

Reese  Corp.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
June  30,  2004  and  2003
(Stated  in  US  Dollars)
 -----------------------

Note  5  Income  Taxes  and  Deferred  Tax  Assets
         -----------------------------------------

No  provision  for  income  taxes  has  been  provided  for  in  these financial
statements  due to the Net loss. At June 30, 2004, the Company has net operating
losses to carry forward, which expire commencing in 2010 totalling approximately

$128,000.  The tax benefit of these losses, if any, has not been recorded in the
financial  statements.

The  following  table  summarizes  the  significant  components of the Company's
deferred  tax  assets:
                                                2004        2003
                                                ----        ----
Deferred  Tax  Assets
     Non-capital losses carried forward       $52,000     $19,100
     Valuation  allowance                     (52,000)    (19,100)

                                              $     -     $     -

The amount taken into income as deferred tax assets must reflect that portion of
the  income  tax  loss carryforwards, which is likely to be realized from future
operations.  The  Company has chosen to provide an allowance of 100% against all
available  income  tax  loss  carryforwards, regardless of their time of expiry.

Note  6  Non-cash  Transaction
         ---------------------

Investing  and  financing activities that do not have a direct impact on current
cash flows are excluded from the statements of cash flows. In November 2002, the
Company  issued 1,200,000 shares to the sole director of the Company in exchange
for  consulting  services  having a fair value of $12,000.  This transaction was
excluded from the statement of cash flows for the periods from November 22, 2002
(Date  of  Inception)  to  June  30,  2003.

Note  7  Subsequent  Event
         -----------------

The  Company  intends  to  file  a  prospectus  with the Securities and Exchange
Commission on form SB-2 for the registration of up to 6,097,650 common shares at
$0.20  per  share, subject to regulatory approval.  These shares will be sold by
existing  shareholders  and  the Company will not receive any proceeds from this
sale.  The  Company also intends to seek a listing on the United States Over the
Counter  Bulletin  Board.

                                 F-20

                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS


On  May  1,  2004, management of Reese Corp. determined that it could not afford
the  services  of  Williams  & Webster, P.S. as our auditors and engaged Amisano
Hanson  of  Vancouver,  BC to audit our financial statements for the fiscal year
ending  June  30,  2004.  The termination was approved by our board of directors
on  May  1, 2004 at a Board meeting held on that day.  Reese Corp. does not have
an  audit  or similar committee.  Williams & Webster, P.S. audited our financial
statements  as  of  June  30,  2003  and  the  related statements of operations,
stockholders'  equity  and  cash  flows  for  the  period from November 20, 2002
(inception) through June 30, 2003.  Williams & Webster, P.S. report with respect
the  audit  dated  February  17,  2004,  did not contain an adverse opinion or a
disclaimer  of opinion, nor were they qualified or modified as to audit scope or
accounting  principles;  however,  the report for the fiscal year ended June 30,
2003  contained  a modification paragraph that expressed substantial doubt about
the  Reese  Corp.'s  ability  to  continue  as  a  going  concern.

During  the  period  ended June 30, 2003 and the subsequent interim period ended
May  1,  2004,  there were no disagreements with Williams & Webster, P.S. on any
matters  of  accounting principles or practices, financial statement disclosure,
or  auditing  scope and procedures, which if not resolved to the satisfaction of
Williams  &  Webster,  P.S.  would  have caused Williams & Webster, P.S. to make
reference  to  the  matter in their report. There were no "reportable events" as
that  term  is  described  in  Item  304(a)(1)(v)  of  Regulation  S-K.

As  of  May  15,  2004, Reese Corp. engaged Amisano Hanson of Vancouver, British
Columbia,  Canada,  as  the  independent accountant for Reese Corp. to audit the
Registrant's  financial  statements.  Prior  to  engaging  the  new  accountant,
neither  Reese  Corp.  nor any one on Reese Corp's behalf consulted with the new
accountant  regarding  the  application  of  accounting  principles  to  any
transaction,  the  type of audit opinion that might be rendered on the financial
statements of Reese Corp.  All communication was limited to ascertaining whether
the accountant had the time and resources to accept Reese Corp. as a new client.
There were no disagreements or reportable events between Reese Corp. and the new
accountant.

AVAILABLE  INFORMATION

We  have filed a registration statement on form SB-2 under the Securities Act of
1933  with  the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus.  This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained  in  the  registration statement and exhibits.  Statements made in the
registration  statement  are  summaries  of the material terms of the referenced
contracts,  agreements  or  documents  of  the  company.  We  refer  you  to our
registration  statement  and  each  exhibit  attached  to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials.  You  may  inspect the registration statement, exhibits and schedules
filed  with the Securities and Exchange Commission at the Commission's principal
office  in  Washington,  D.C.  Copies  of  all  or  any part of the registration
statement  may  be  obtained from the Public Reference Section of the Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.  Please
call  the  Commission at 1-800-SEC-0330 for further information on the operation
of  the  public  reference  rooms.  The  Securities and Exchange Commission also
maintains  a  web  site  at  http://www.sec.gov  that  contains  reports,  proxy
                             ------------------
statements  and  information regarding registrants that file electronically with
the Commission.  Our registration statement and the referenced exhibits can also
be  found  on  this  site.

Until  90  days  following  the date of this prospectus, all dealers that effect
transactions  in these securities whether or not participating in this offering,
may  be  required  to  deliver a prospectus.  This is in addition to the dealer'
obligation  to deliver a prospectus when acting as underwriters and with respect
to  their  unsold  allotments  or  subscriptions.

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM  24.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

Our  officers  and  directors  are indemnified as provided by the Nevada Revised
Statutes  and  our  bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by  a company's articles of incorporation that is not the case with our articles
of  incorporation.  Excepted  from  that  immunity  are:

(1)
a  willful  failure  to  deal  fairly  with  the  company or its shareholders in
connection  with  a  matter  in  which  the  director has a material conflict of
interest;
(2)
a violation of criminal law (unless the director had reasonable cause to believe
that his or her conduct was lawful or no reasonable cause to believe that his or
her  conduct  was  unlawful);
(3)
     a  transaction from which the director derived an improper personal profit;
and
(4)
     willful  misconduct.

Our  bylaws provide that we may indemnify any person who was or is a party or is
threatened  to  be made a party to any threatened, pending, or completed action,
suit,  or proceeding, whether civil, criminal, administrative, or investigative,
except  an  action  by or in our right by reason of the fact that he is or was a
director,  officer,  employee,  or agent of Reese Corp., or is or was serving at
our  request  as  a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust,  or  other  enterprise,  against expenses,
including  attorneys'  fees,  judgments,  fines,  and amounts paid in settlement
actually  and reasonably incurred by him in connection with the action, suit, or
proceeding  if  he  acted  in  good  faith  and  in a manner which he reasonably
believed to be in or not opposed to our best interests, and, with respect to any
criminal  action  or  proceeding, had no reasonable cause to believe his conduct
was  unlawful.  The  termination  of any action, suit or proceeding by judgment,
order,  settlement,  conviction,  or  upon  a  plea  of  nolo  contendere or its
equivalent,  does  not,  of itself, create a presumption that the person did not
act  in  good faith and in a manner which he reasonably believed to be in or not
opposed  to the best interests of the corporation, and that, with respect to any
criminal  action  or  proceeding,  he  had  reasonable cause to believe that his
conduct  was  unlawful.

Our  bylaws  also provide that we may indemnify any person who was or is a party
or  is  threatened  to  be made a party to any threatened, pending, or completed
action  or  suit by or in our right to procure a judgment in our favor by reason
of  the fact that he is or was a director, officer, employee, or agent, or is or
was serving at our request as a director, officer, employee, or agent of another
corporation,  partnership,  joint  venture,  trust,  or other enterprise against
expenses,  including amounts paid in settlement and attorneys' fees actually and
reasonably  incurred  by him in connection with the defense or settlement of the
action  or  suit  if  he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to our best interests.  Indemnification may not
be  made  for  any  claim,  issue,  or matter as to which such a person has been
adjudged  by  a court of competent jurisdiction, after exhaustion of all appeals
therefrom,  to  be  liable to us or for amounts paid in settlement to us, unless
and only to the extent that the court in which the action or suit was brought or
other  court  of competent jurisdiction determines upon application that in view
of  all  the  circumstances  of  the  case,  the person is fairly and reasonably
entitled  to  indemnity  for  such  expenses  as  the  court  deems  proper.

The  bylaws  provide  that  to the extent that a director, officer, employee, or
agent  has  been successful on the merits or otherwise in defense of any action,
suit,  or  proceeding referred to in the preceding two paragraphs, or in defense
of  any  claim,  issue,  or matter therein, he must be indemnified by us against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection  with  the  defense.  Any  indemnification  under  the  preceding two
paragraphs,  unless  ordered  by  a  court or advanced pursuant to the following
paragraph,  must  be  made  by us only as authorized in the specific case upon a
determination  that indemnification of the director, officer, employee, or agent
is  proper  in  the  circumstances.  The  determination  must  be  made:

(i)
By  the  stockholders;

(ii)
By  the  Board of Directors by majority vote of a quorum consisting of directors
who  were  not  parties  to  the  act,  suit  or  proceeding;

(iii)
If  a  majority vote of a quorum consisting of directors who were not parties to
the act, suit or proceeding so orders, by independent legal counsel in a written
opinion;  or

(iv)
If  a  quorum  consisting  of directors who were not parties to the act, suit or
proceeding  cannot  be  obtained,  by  independent  legal  counsel  in a written
opinion.

Our  bylaws  also  provide that the articles of incorporation, the bylaws, or an
agreement  made  by  us  may provide that the expenses of officers and directors
incurred  in  defending  a civil or criminal action, suit, or proceeding must be
paid  by  us as they are incurred and in advance of the final disposition of the
action,  suit,  or proceeding, upon receipt of an undertaking by or on behalf of
the  director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by us.
The  provisions  of  this  paragraph  do not affect any rights to advancement of
expenses  to  which  corporate personnel other than directors or officers may be
entitled  under  any  contract  or  otherwise  by  law.

Our  bylaws  also  provide  that the indemnification and advancement of expenses
authorized  in  or  ordered  by  a  court  pursuant  to  the  bylaws:

(i)
Does  not  exclude any other rights to which a person seeking indemnification or
advancement  of  expenses may be entitled under the articles of incorporation or
any  bylaw,  agreement,  vote  of  stockholders  or  disinterested directors, or
otherwise, for either an action in his official capacity or an action in another
capacity  while  holding his office, except that indemnification, unless ordered
by  a  court  pursuant  to  the  bylaws  or for the advancement of expenses made
pursuant  to  the  bylaws,  may  not  be made to or on behalf of any director or
officer  if a final adjudication establishes that his acts or omissions involved
intentional  misconduct,  fraud,  or  a  knowing  violation  of  the law and was
material  to  the  cause  of  action.

(ii)
Continues  for  a  person  who has ceased to be a director, officer, employee or
agent  and  inures to the benefit of the heirs, executors, and administrators of
such  a  person.

ITEM  25.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee        $     155
Transfer Agent Fees                                        $       0
Accounting fees and expenses                               $  10,400
Legal fees and expenses                                    $  14,445
Printing                                                   $     330
Applicable taxes                                           $     535
                                                           ---------
Total                                                      $  25,865
                                                           =========

All  amounts  are  estimates,  other  than  the  Commission's  registration fee.

We  are  paying  all expenses of the offering listed above.  No portion of these
expenses  will  be  paid by the selling shareholders.  The selling shareholders,
however,  will  pay  any  other expenses incurred in selling their common stock,
including  any  brokerage  commissions  or  costs  of  sale.

ITEM  26.  RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  November  23,  2002,  we  issued 7,200,000 shares of our common stock to our
president  and  sole  director  in  exchange  for  services  rendered  valued at
$12,000.00.  Services  rendered  by  Mr.  Machula  included  formation  of  the
corporation  and  the  development  of  the  business plan including preliminary
investigations  of  the  industry  and  the  feasibility  of  the  business plan
including  all  arrangements  with Mr. Lepage for the acquisition of Oasis.  The
shares issued were exempt from registration under section 4(2) of the Securities
Act  of  1933  due  to  the fact they were issued in an isolated transaction not
involving  any  public  offering.

From  February  20,  2003,  through March 4, 2003, we issued 6,075,000 shares of
common  stock  to a total of 15 investors in exchange for investment proceeds of
$0.02  per  share  for  total investment proceeds of $20,250.  The shares issued
were  exempt  from registration pursuant to Rule 504 of Regulation D promulgated
under  the  Securities Act of 1933.  A Form D documenting the offering was filed
with the Securities and Exchange Commission.  We made no general solicitation in
connection  with  the  offering  and  took  reasonable  care  to assure that the
purchasers  of  the  securities  were not underwriters for purposes of Rule 504.

During  October and November of 2003, we issued 22,650 shares of common stock to
a  total  of  19  investors in exchange for total investment proceeds of $4,530.
The  shares  issued  were  exempt  from  registration  pursuant  to  rule 504 of
Regulation D promulgated under the Securities Act of 1933.  A Form D documenting
the  offering was filed with the Securities and Exchange Commission.  We made no
general solicitation in connection with the offering and took reasonable care to
assure  that the purchasers of the securities were not underwriters for purposes
of  Rule  504.

ITEM  27.  EXHIBITS

Exhibit

Number         Description
------         -----------
  2.1          Acquisition  Agreement  (2)
  3.1          Articles  of  Incorporation  (1)
  3.2          By-Laws  (1)
  5.1          Opinion  of  Gary Henrie, Attorney
                at  Law  with  consent  to  use  (2)
 10.1          Customer  Service  Agreement  (2)
 10.2          FatPort  Agreement  (2)
 16.1          Letter  on  change  in  certifying  accountant  (4)
 21.1          List  of  Subsidiaries  (2)
 23.1          Consent  of  Williams  &  Webster,
                Independent  Auditors
 23.2          Consent of Amisano Hanson, Chartered
                Accountants
 99.1          Software  rights release letter (3)

(1)  Filed as an exhibit to Reese Corp.'s Form SB-2 on March 5, 2004.
(2)  Filed as an exhibit to Reese Corp's Form SB-2/A on April 29, 2004.
(3)  Filed as an exhibit to Reese Corp.'s Form SB-2/A on June 23, 2004.
(4)  Filed as an exhibit to Reese Corp.'s Form SB-2/A on October 14, 2004.

ITEM  28.  UNDERTAKINGS

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:

(a)
     To  include  any  prospectus required by Section 10(a)(3) of the Securities
Act  of  1933;

(b)
To  reflect  in  the  prospectus any facts or events arising after the effective
date  of  this  registration statement, or most recent post-effective amendment,
which,  individually  or in the aggregate, represent a fundamental change in the

information  set  forth  in  this  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 end 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 changes in volume
and  price represent no more than a 20% change in the maximum aggregate offering
price  set forth in the "Calculation of Registration Fee" table in the effective
registration  statement;  and

(c)
To include any material information with respect to the plan of distribution not
previously  disclosed  in  this registration statement or any material change to
such  information  in  the  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 herein, 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 hereby which remain unsold at the termination of the
offering.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  our  directors,  officers  and controlling persons
pursuant to the provisions above, or otherwise, we have been advised that in the
opinion  of  the  Securities  and  Exchange  Commission  such indemnification is
against  public  policy  as  expressed  in  the  Securities Act of 1933, and is,
therefore,  unenforceable.

In  the  event  that a claim for indemnification against such liabilities, other
than  the  payment  by  us of expenses incurred or paid by one of our directors,
officers,  or  controlling persons in the successful defense of any action, suit
or  proceeding,  is  asserted  by one of our directors, officers, or controlling
person  sin  connection with the securities being registered, we 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  whether such
indemnification  is  against public policy as expressed in the Securities Act of
1933,  and  we  will  be  governed  by  the  final  adjudication  of such issue.

                                   SIGNATURES
 
In  accordance  with  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 SB-2 and authorized this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, in the City of
Vancouver,  Province  of  British  Columbia,  Canada  on  November  24,  2004.
 

REESE  CORP.

By:
     /s/Boris  Machula
     -----------------

BORIS  MACHULA
President  and  Sole  Director
(Principal  Executive  Officer)
(Principal  Financial  Officer)